UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
- -----------------------------------------------------------------
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
- -----------------------------------------------------------------
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-3479186
-------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3560 Cypress Gardens Road
Winter Haven, Florida 33884
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (941) 326-1006
--------------
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
As of March 31, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
7,207,000 issued and outstanding
<PAGE>
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
As of As of
March 31, 2000 December 31, 1999
---------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash $121,759 $359,449
Accounts Receivable 63,952 0
Investment in marketable securities 621,849 471,250
Inventory 107,529 52,354
------------------------------
Total Current Assets 915,089 883,053
Property and equipment:
Buildings & equipment 1,217,720 1,451,297
Leasehold improvements 976,248 942,519
Less accumulated depreciation (322,818) (274,729)
Land 320,000 320,000
------------------------------
Other assets 42,547 42,547
Goodwill (net of amortization) 337,932 0
Organization costs (net of amortization) 0 1,690
------------------------------
Total Assets $3,486,718 $3,366,377
==============================
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 566,803 490,924
Accrued expenses 48,836 61,200
Notes payable to banks 159,112 159,112
Current portion of capital lease obligations 20,119 21,669
Current portion of long term debt 690,866 699,866
------------------------------
Total Current Liabilities 1,485,736 1,432,771
Long term debt:
Capital lease obligations 172,859 105,889
Long term notes and mortgages 554,343 744,812
Convertible debentures 608,081 516,667
Shareholders' Equity:
Common stock, $.001 par value; authorized
25,000,000 shares, issued, and outstanding
7,707,000 (including 500,000 shares of
treasury stock) at March 31, 2000 and
7,657,000 at December 31, 1999 7,707 7,657
Preferred stock, 38,000 shares issued and
outstanding, convertible to 38,000 shares at
March 31, 2000 of common stock, par value $5,
nonparticipating, 50,000 December 31, 1999 190,000 250,000
Additional paid in capital 2,838,382 2,469,846
Accumulated deficit (2,370,390) (2,161,265)
------------------------------
Total stockholders' equity $665,699 $566,238
------------------------------
Total Liabilities & Shareholders' Equity $3,486,718 $3,366,377
==============================
Please see the accompanying notes to the financial statements.
</TABLE>
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDING MARCH 31, 2000
AND MARCH 31, 1999
<TABLE>
As of As of
March 31, 2000 March 31, 1999
-----------------------------------
<S> <C> <C>
Revenues:
Food and beverage sales $517,998 $367,213
Franchise fee revenue 15,216 15,189
-----------------------------------
Total gross sales 533,214 382,402
Less cost of goods sold (367,463) (236,736)
-----------------------------------
Gross profit 165,751 145,666
Operating expenses:
Selling, general, and
administrative expenses (504,820) (426,654)
-----------------------------------
Net loss from operations (339,069) (280,988)
Other income (expense):
Unrealized gain on short term investment 124,500 0
Other income 142,526 0
Loss on sale of real estate assets (90,236) 0
Interest expense (46,846) (6,675)
-----------------------------------
Loss from operations before
income tax provision (209,125) (287,663)
Income tax provision 0 0
-----------------------------------
Net loss ($209,125) ($287,663)
===================================
Net loss per common share:
Basic:
Net loss per share ($0.03) ($0.05)
Weighted average of common shares:
Basic 7,365,889 5,467,500
</TABLE>
Please see the accompanying notes to the financial statements.
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDING MARCH 31, 2000 AND MARCH 31, 1999
<TABLE>
As of As of
March 31, 2000 March 31, 1999
-----------------------------------
<S> <C> <C>
Operating Activities:
Net loss ($ 209,125) ($ 287,663)
Adjustments to reconcile net income items
not requiring the use of cash:
Depreciation and amortization 52,665 25,144
Unrealized gain on short term investment (124,500) 0
Loss on disposal of real estate assets 90,236 0
Changes in other operating assets and
liabilities:
Accounts Receivable (63,952) 0
Inventory (55,175) (3,452)
Short term investments (26,099) 0
Other assets 0 (11,403)
Accounts payable 18,492 (15,386)
Accrued expenses (12,364) 1,107
Current portion of capital lease obligations (1,550) ( 2,884)
Current portion of long term debt (9,000) ( 8,857)
-----------------------------------
Net cash used by operations (340,372) (303,394)
Investing Activities:
Sale of real estate assets 409,764 0
Purchase and acquisition of property
and equipment (104,141) (9,138)
-----------------------------------
Net cash provided by (used by)
investing activities 305,623 (9,138)
Financing Activities:
Proceeds from issuance of common stock 20,233 346,500
Payment of long term debt (223,174) 0
-----------------------------------
Net cash provided (used)
by financing activities (202,941) 346,500
-----------------------------------
Net increase (decrease) in cash during
the period (237,690) 33,968
Cash balance at beginning of fiscal year 359,449 15,502
-----------------------------------
Cash balance at end of the period $ 121,759 $ 49,470
===================================
Supplemental disclosures of cash flow
information:
Interest paid during the period $2,100 $6,675
Income taxes paid during the period $0 0
Please see the accompanying notes to the financial statements.
</TABLE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 2000 TO MARCH 31, 2000
<TABLE>
Common Stock Preferred Stock Paid in Accumulated
Shares Amount Shares Amount Capital Deficit Total
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
Jan. 1, 2000 7,657,000 $ 7,657 50,000 $250,000$2,469,846($2,161,265)$566,238
Issuance of
common stock
to purchase
subsidiary 50,000 50 399,950 400,000
Cancellation of
preferred stock
by officer (12,000)(60,000) 60,000 0
Amortization of
favorable
conversion feature
of debentures (91,414) (91,414)
Net loss during
the period (209,125)(209,125)
---------------------------------------------------------------
Balance at
March 31, 2000 7,707,000 $7,707 38,000 $190,000 $2,838,382($2,370,390) 665,699
===============================================================
</TABLE>
Please see the accompanying notes to the financial statements.
<PAGE>
<PAGE>
FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1- Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include
all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. The
results of operations for the three months ending March 31, 2000
are not necessarily indicative of the results to be expected for
the full fiscal year. For further information, refer to the
consolidated financial statements and footnotes thereto included
in the Annual Report of Floridino's International Holdings, Inc.
and subsidiaries (the "Company") Form 10-KSB for the year ending
December 31, 1999.
The consolidated financial statements include the accounts of the
Company and its subsidiaries. Significant inter-company balances
and transactions have been eliminated in consolidation.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make reasonable estimates and assumptions that affect the
reported amounts of the assets and liabilities and disclosure of
contingent assets and liabilities and the reported amounts of
revenues and expenses at the date of the financial statements and
for the period they include. Actual results may differ from
these estimates.
Note 2- Earnings Per Share
The Company applies SFAS No. 128, Earnings Per Share. In
accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares
outstanding during the period. The effects of convertible
debentures and convertible preferred stock have not been
included since their inclusion would be anti-dilutive.
Note 3- Common and Preferred Stock Transactions
During the period, the Company issued 50,000 shares of common
stock to purchase 100% of the issued and outstanding common stock
of Triton Prestige Products, Inc., a privately held company
specializing in Italian food processing. See Note 4 for further
discussion.
In addition, an officer of the Company returned 500,000 shares of
common stock to treasury at no cost to the Company and 12,000
shares of preferred stock held by the same officer were cancelled
by the Company. The par value of the preferred stock cancelled,
$60,000, was recognized as donated capital to the Company and
recorded as additional paid in capital.
Note 4- Purchase of Triton Prestige Products Inc.
In February 2000, the Company issued 50,000 shares of common
stock to purchase 100% of the issued and outstanding common stock
of Triton Prestige Products, Inc., a privately
held company specializing in Italian food processing. Triton
became a wholly owned subsidiary of the Company and its results
of operations are included in the frozen food segment. The
purchase method of accounting was used to record the transaction
and accordingly, the fair market value of the assets acquired and
the liabilities assumed at the date of the transaction are
recorded in the books and records of the Company. The difference
between the fair market value of the shares given and the fair
market value of the net assets acquired is recognized as
goodwill. Goodwill resulting from the transaction is being
amortized over a period of twenty years.
The calculation of goodwill at the date of the transaction is as
follows:
Fair value of stock transferred
(50,000 at $8 per share) $400,000
Less cash balance acquired (20,233)
Less fair value of assets acquired (196,011)
Add fair value of liabilities assumed 157,062
-----------
Goodwill $340,818
===========
Amortization of goodwill for the period is $2,886.
Note 5- Addendum to Consolidated Statement of Cash Flows
Certain non-cash transactions are not reflected in the
consolidated statement of cash flows for the period. These
include the following:
The issuance of common stock in the Triton purchase valued at
$379,767 in exchange for $196,011 of fixed assets, $66,970 of
capital lease obligations, $57,387 accounts payable, $32,970 of
long term debt, and $340,818 of goodwill.
The cancellation of 12,000 shares of preferred stock held by an
officer with a par value of $60,000 and the transfer of the par
value of the preferred stock cancelled to additional paid in
capital.
The amortization of the favorable conversion feature of the
convertible debentures to paid in capital.
Note 6- Segment Information
The Company's business operations are divided into two segments,
restaurants (including franchising activities) and frozen foods.
The Company's business segments are based on
business units or entities that offer different products. The
restaurant segment includes the results of operations of
Floridino's Inc. located in lower Manhattan, New York City, New
York, Lakeland located in Lakeland, Florida, and Delray located
in Del Ray Beach, Florida. Frozen foods includes the results
of operations of Specialties located in Winterhaven, Florida and
Triton Prestige located in Palm City, Florida.
The following is a summary of the Company's segment information
for the three months ending March 31, 2000 and March 31, 1999:
Corporate includes the transactions of the Floridino's Holdings,
the parent company, and Toho Holdings, organized in early 1999 to
hold title to the real estate assets of the Company. The expenses
of the Company not directly attributable to a specific segment
are included in the corporate segment.
3/31/00 3/31/99
Gross Sales
Restaurants $445,894 $382,402
Frozen foods 87,320 0
------------------------
Total gross sales $533,214 $382,402
========================
Gross Profit
Restaurants $157,689 $145,666
Frozen foods 8,062 0
------------------------
Total gross profit $165,751 $145,666
========================
Loss from operations
Restaurants ($69,738) ($145,121)
Frozen foods (186,099) (116,077)
Corporate ( 83,232) (19,790)
------------------------
Total from operations ($339,069) ($280,988)
Depreciation & amortization
Restaurants $28,933 $17,007
Frozen foods 10,115 0
Corporate 11,927 8,137
------------------------
Total $50,975 $25,144
Interest expense
Restaurants 9,490 4,910
Frozen foods 1,307 0
Corporate 36,049 1,765
------------------------
Total $ 46,846 $ 6,675
Total Assets
Restaurants $1,225,150 $133,184
Frozen foods 751,792 199,995
Corporate 1,509,776 414,654
------------------------
Total assets $3,486,718 $747,833
There are no differences in the reporting basis from the annual
report 10-KSB for December 31, 1999.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
FLORIDINO'S INTERNATIONAL HOLDINGS INC., (the "Company"), was
organized in June 1997 under the laws of the State of Florida,
having the stated purpose of engaging in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of Florida.
The Company designs, develops, owns and operates family style
neighborhood Italian food restaurants featuring freshly prepared,
moderately priced pizza and pasta dishes. Floridino's
restaurants seek to incorporate a self-service upscale fast
casual dining experience for its customers providing high quality
Italian food. Its operations encompass two segments from which
the Company seeks to generate revenue: operation of restaurants
and sale of frozen foods.
The restaurant segment of the Company produces and provides food
products through restaurant outlets. The products focus on
Italian foods such as pasta, pizza, sandwiches and salads as an
alternative to the quick serve food industry which offer
hamburgers, chicken and fried fish.
The goal of the Company's concept is to serve authentic Italian
cuisine in a fast food environment. This format incorporates
express style restaurants with customers being served at the
counter for carry out or on premises dining. An upscale ambiance
is incorporated into the concept to provide for a casual dining
experience in a warm, relaxed setting.
The Company also franchises its concept to individuals interested
in operating a business under the Floridino's name. The
franchise concept of the Company operates through the
Company's wholly owned subsidiary, Floridino's International
Inc., which was incorporated in September 1993. As of March 31,
2000, the Company has four (4) franchise restaurants.
The Company also operates a frozen foods segment which develops
and produces frozen food products including calzones, pizza and
pazzo rolls. This segment operates from a 6,000 square foot
operating plant in Lakeland, Florida. In February 2000, the
Company purchased Triton Prestige Products Inc., which operated
an italian food processing plant in Palm City, Florida. Triton
specializes in catering to school districts in the Southeast
United States. Management believes that the addition of Triton
shall enable the Company to expand its brands and products.
The Company seeks to market and sell its frozen food products
through grocery and convenience stores as well as food service
entities such as restaurants, caterers and institutional
accounts. The frozen food manufacturing segment operates under
the name "Floridino's Specialties Inc." and Triton Presitge
Products, Inc., which are wholly owned subsidiaries of the
Company.
General Statement- Factors that may affect future results
With the exception of historical information, the matters
discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations contain forward looking
statements under the 1995 Private Securities Litigation Reform
Act that involve various risks and uncertainties. Typically,
these statements are indicated by words such as "anticipates",
"expects", "believes", "plans", "could", and similar words and
phrases. Factors that could cause the company's actual results
to differ materially from management's projections, forecasts,
estimates and expectations include but are not limited to the
following:
* Inability of the company to secure additional financing
* Unexpected economic changes in the United States
* The imposition of new restrictions or regulations by government
agencies that affect the Company's restaurants and food
processing activities.
To the extent possible, the following discussion will highlight
the relative activities of the Company of both its restaurant
segment and its frozen food segment.
- -Segment Reporting Disclosures
The Company's business operations are divided into two segments,
restaurants (including franchising activities) and frozen foods.
The Company's business segments are based on business units or
entities that offer different products. The restaurant segment
includes the results of operations of Floridino's Inc., located
in lower Manhattan, New York City, New York, Lakeland located in
Lakeland, Florida, and Delray located in Del Ray Beach, Florida.
Food processing includes the results of operations of Specialties
located in Winterhaven, Florida and Triton Prestige located in
Palm City, Florida.
I. Results of Operations
It should be noted that the Company's auditors have expressed
significant doubt as to the Company's ability to continue to
operate as a going concern (see annual report 10-KSB as of
December 31, 1999) due to the significant losses that the Company
has incurred in the last two fiscal years. Management has
addressed these concerns as outlined in the annual report 10-KSB
for December 31, 1999. However, the future success of
management's plans implemented to address the going concern issue
cannot be reasonably assured. In fact, the Company continues to
experience significant losses through March 31, 2000.
First quarter ended March 31, 2000 compared to first quarter
ended March 31, 1999:
Consolidated sales, gross profit, and net income:
During the first three months of fiscal year 2000, the Company
had combined gross sales of $533,214, compared to $382,402 in
first quarter of fiscal year 1999, an increase of more than 39%.
Gross profits reached $165,751 for the three months ending March
31, 2000 as compared to $145,666 for the three months ending
March 31, 1999. Gross profits as a percent of gross sales
decreased to 31% for the period as compared to 38% for the prior
year's first quarter. This decrease is a result of the addition
of the frozen food segment, which has a lower profit margin than
the restaurant segment. Management expects the consolidated
gross profit percentage to continue to decrease in the future, as
the frozen food segment becomes a larger part of the Company's
overall business.
General and administrative expenses for the quarter ending March
31, 2000 increased to $504,820 as compared to $426,654 for the
quarter ending March 31, 1999, an increase of 18%. Some of the
material increases during this quarter as compared to the prior
year's first quarter are detailed as follows:
* Insurance costs increased approximately $20,000
* Corporate travel costs increased approximately $16,000
* Corporate payroll costs increased approximately $23,000
* General advertising costs increased approximately $25,000
The majority of these increased costs are directly attributable
to implementation of management's plan outlined in the annual
report 10-KSB as of December 31, 1999.
During 1999, new management was hired and the accounting staff
increased in order to meet management's goals. Travel costs
increased as a result of the increase in travel by corporate
management located in New York and the operations in Florida.
Insurance costs increased as the number of employees increased
from 25 to 55 between March 1999 and March 2000.
The Company recognized unrealized and realized gains from its
stock investments of $267,026 during the period. In addition,
the Company sold two parcels of real estate during the period
with a book value of $500,000 for $409,764 and therefore
recognized a loss on the sale of $90,236. Interest expense
increased 602% from $6,675 in Q1 1999 to $46,846 in Q1 2000.
This increase is attributable to $750,000 of convertible
debentures issued during the last four months of fiscal 1999
bearing interest of 9% and the increase in long term debt and
capital leases during the latter part of fiscal 1999 (see annual
report on Form 10KSB for December 31, 1999).
Net loss for Q1 2000 decreased to $209,125, or 27%, from $287,663
recognized in Q1 1999. On a per share basis, basic loss per
share decreased to $.03 in Q1 2000 from $.05 in Q1 1999 or a
decrease in basic net loss per share of 40%.
Restaurants:
Gross sales from the Company's restaurants and franchise segment
increased to $445,894 in Q1 2000 from $382,402 in Q1 1999, or
17%. Consequently gross profits increased to $157,689 from
$145,666, or 8%. Gross profits as a percentage of gross sales
decreased to 35% in Q1 2000 from 38% in Q1 1999 mainly as a
result of higher depreciation costs associated with the
significant reconstruction costs capitalized in the latter part
of fiscal 1999. The decrease was not as a result of lower prices
on food products sold.
The loss from operations of the restaurant segment decreased to
$69,738 in Q1 2000 from $145,121 in Q2 1999, or 52%. As expected,
the reforming of the restaurant segment to a more self-service
concept from the prior full service concept is more compatible
with today's restaurant consumer and is less expensive to
maintain. Management is encouraged by this progress and expects
this trend to continue.
The operations of the restaurant segment include the results of
the Floridino's Inc., Lakeland, and the Del Ray restaurants for
the entire quarter. The Lake Wales restaurant, although
scheduled to open this quarter, will not open until the last half
of May 2000. The opening of the restaurant was delayed due to a
county ordinance requirement that had yet to be met. The
requirement has subsequently been met and the restaurant is
scheduled to open in late May 2000. The Company has no plans
to open any additional restaurants in the foreseeable future.
However, should a favorable opportunity arise, the Company will
open additional restaurants according to its new self-service
fast Italian theme.
During the quarter, the Company added another franchisee bringing
the total franchisees to four at March 31, 2000. Revenues from
franchise fees have not significantly changed from Q1 1999 to Q2
2000. However, management intends to aggressively pursue its new
self service casual franchise concept in the future because it is
an avenue to enhance the Company's name and brands and will
lead to more business for its frozen food division. The
franchise concept generally requires no initial capital
expenditures on the part of the Company and is therefore a more
attractive area to pursue given the Company's current financial
condition.
Frozen Foods:
The frozen foods segment finally became operational during the
quarter after nearly a year of investing and planning. The
Company's food processing plant in Winterhaven, Florida generated
sales of approximately $29,000. Coupled with the revenues
generated from Triton, frozen foods revenues in the initial
quarter of operations reached $87,320. The Company is
aggressively marketing its products produced at its two plants
and has expanded its sales force. It is expected that future
sales can be generated without a significant increase in plant
costs as the plant's capacities are currently operating at about
10%.
Gross profits are at 9% of gross sales, or $8,062 for the
quarter. As expected by management, the frozen food segment
emphasizes a higher volume of sales but earn lower profit
margins. Buyers of the Company's processed food products are
fast food entities, large restaurants, school districts, and
other food chains located in the southeast United States.
The frozen food segment showed a loss for Q1 2000 of $186,099 as
opposed to $116,077 for Q1 1999, an increase of 60%. The plants
are currently operating at a very low capacity, and therefore
overhead costs remain high per unit of production. The operation
of the plant is labor intensive and the increase in overhead is
due mostly to the expansion of plant personnel when comparing Q1
2000 to Q1 1999.
Management expects no significant additional expenditures to be
needed in order to meet the expected demand for its products.
The plants are currently operating at 10% of capacity and can
undergo a significant increase in volume without the attendant
increase in overhead costs.
II. Discussion of Financial Condition- Liquidity and Capital
Resources
At March 31, 2000, the company had a working capital deficit of
$570,647 as compared to a working capital deficit of $549,718 at
December 31, 1999. On a consolidated basis at March 31, 2000,
cash on hand was $121,759 as compared to $359,449 at December 31,
1999. The decrease in cash balance resulted from the normal
variations in the utilization of cash in its operations. In
addition the Company sold two buildings during the period for
approximately $410,000. The proceeds from the sale of these
buildings were used to fund the Companies operations. In
addition, the Company retired $223,174 of long term debt due
to third parties as a result of restaurants purchased in the past.
Total current liabilities at March 31, 2000 increased to
$1,613,391 from $1,432,771 at December 31, 1999. The increase of
current liabilities is mainly a result of increased unpaid
balances to suppliers of food and raw materials for the frozen
food segment.
In February 2000, the Company issued 50,000 shares of common
stock to purchase 100% of the issued and outstanding common stock
of Triton Prestige Products, Inc., a privately held company
specializing in Italian food processing. Triton became a wholly
owned subsidiary of the Company and its results of operations are
included in the frozen food segment. The purchase method of
accounting was used to record the transaction and accordingly,
the fair market value of the assets acquired and the liabilities
assumed at the date of the transaction are recorded in the books
and records of the Company. The difference between the fair
market value of the shares given and the fair market value net
assets acquired is recognized as goodwill. Goodwill of $340,818
is being amortized over a period of twenty years.
The calculation of goodwill at the date of the transaction is as
follows:
Fair value of stock transferred
(50,000 at $8 per share) $400,000
Less cash balance acquired ( 20,233)
Less fair value of assets acquired (196,011)
Add fair value of liabilities assumed 157,062
Goodwill $340,818
=======
Amortization of goodwill for the period is $2,886.
Total assets at March 31, 2000 increased to $3,486,718 from
$3,366,377 at December 31, 1999.
Total current liabilities at March 31, 2000 increased to
$1,485,736 from $1,432,771 at December 31, 1999.
As noted above the Company paid $223, 174 to satisfy certain
long-term debt due to third party individuals incurred as a
result of restaurant purchases made in prior fiscal years. It is
the intention of management to retire long-term debt when the
opportunity presents itself with the eventual goal of becoming debt
free.
The majority of the current portion of long term debt represents
$258,020 owed to the chairman of the board for construction costs
reimbursements due for the New York restaurant and $237,207 due
to a general contractor for the reconstruction of the New York
restaurant. Both of these loans are unsecured. The majority of
long term debt is a $500,000 loan taken in late 1999 from a
financing company and mature in fiscal year 2002 and 2003. The
Company's plant assets secure these loans.
The Company's total stockholders' equity increased from $566,238
at December 31, 1999 to $665,699 at March 31, 2000. This
increase is a result of a combination of the issuance of 50,000
shares of common stock for the purchase of Triton and the
operating losses incurred during the first quarter of fiscal
2000.
During the balance of fiscal year 2000, the Company projects no
significant additional capital expenditures in connection with
any of the Company's restaurant or frozen food activities.
Management plans to utilize current cash on hand to fund its
current operations and to pay outstanding debt. The Company
continues to seek a settlement with its outstanding bank loan of
$159,112 attributable to the unprofitable restaurants closed in
1999. Resolution of this loan is expected in the second quarter
of fiscal 2000. The loans were taken out in prior years and are
secured by the equipment of restaurants that are now closed and
in storage.
Additional sources of funds are the Company's investment in
common stock which is valued at approximately $622,000 at
March 31, 2000.
Management expects the frozen food segment to grow significantly
in fiscal year 2000 as a result of an aggressive marketing
campaign for the Company's products by its recently expanded
sales force. This segment is expected to be profitable in fiscal
year 2000 although management cannot reasonably assure that its
marketing efforts will be successful or this eventuality will
occur.
The self-service fast casual restaurant concept envisioned by
management's plans discussed more fully in the annual report form
10-KSB at December 31, 1999 has been implemented. The Lake Wales
restaurant is expected to be open for business in late May 2000.
After Lake Wales, no additional restaurants are planned to open
during fiscal 2000. However, the Company will endeavor to take
advantage of favorable opportunities as they present themselves.
Instead, the Company intends to emphasize its new self-service
fast casual concept as a franchise. The Company intends to
support and train new franchisees for a fixed fee and a
percentage of gross revenues. The intention being to generate
franchise fee revenues and additional demand for its frozen food
products, but without the significant investment needed to open
and operate a restaurant.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are currently no pending legal proceedings against the
company.
Item 2. Changes in Securities
The instruments defining the rights of the holders of any class
of registered securities have not been modified.
Item 3. Defaults upon Senior Securities
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
Item 4. Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of security holders during
the period covered by this report.
Item 5. Other information
There is no other information to report which is material to the
company's financial condition not previously reported.
Item 6. Exhibits and Reports on Form 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLORIDINO'S INTERNATIONAL HOLDINGS INC.
- -------------------------
(Registrant)
Date: May 17, 2000
By: /s/ Nick Pirgousis
---------------------
CHAIRMAN OF THE BOARD
