UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 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
--------------
<PAGE>
<PAGE>
FORWARD LOOKING STATEMENTS
Except for the Historical Information Contained Herein, Certain
Matters Discussed in this Report May Be Considered
"Forward-looking Statements" Within The Meaning of The Securities
Act of 1933 And The Securities Exchange Act of 1934, as Amended
by The Private Securities Litigation Reform Act of 1995. Those
Statements Include Statements Regarding The Intent, Belief or
Current Expectations of The Company and Members of its Management
as Well as the Assumptions on Which Such Statements Are Based.
Prospective Investors Are Cautioned That Any Such Forward-looking
Statements Are Not Guarantees of Future Performance and Involve
Risks and Uncertainties, and That Actual Results May Differ
Materially from Those Contemplated by Such Forward-looking
Statements. Important Factors Currently Known to Management That
Could Cause Actual Results to Differ Materially from Those in
Forward-looking Statements Include "The Company's Operating
Results Could Fluctuate, Causing Its Stock Price to Fall", "If
the Company Cannot Integrate Acquired Companies in its Business,
its Profitability May Be Adversely Effected", and "The Company
May Not Be Able to Compete Successfully Against Other Companies."
These and Additional Important Factors to Be Considered Are Set
Forth in the Safe Harbor Compliance Statement for Forward-looking
Statements the Company Undertakes No Obligation to Update or
Revise Forward-looking Statements to Reflect Changed Assumptions,
the Occurrence of Unanticipated Events or Changes to Future
Operating Results.
Item 2. Acquisition or Disposition of Assets
As of January 17, 2000, Floridino's International Holdings,
Inc., acquired one hundred (100%) percent of the outstanding
shares of common stock of Triton Prestige Products, Inc., a
Florida Corporation, in exchange for Fifty Thousand (50,000)
shares of restricted common stock of Floridino's subject to a
three (3) year lock up agreement.
Under the acquisition, Floridino's will acquire a valid
lease agreement, held by Triton, on a space of approximately
9,750 square feet at the Sands Commerce Center in Palm City,
Florida. The lease is for a period of ten (10) years and expires
on December 31, 2009. Also under the acquisition, Triton shall
be relieved from all debt by the sellers of the Triton common
stock and shall indemnify and hold Floridino's harmless against
any claim which may arise as to any of the accounts payable debt
of Triton. In addition, Floridino's acquired under the parties'
Purchase Agreement various equipment which were previously used
in the operation of Triton. The equipment includes various
restaurant equipment and office equipment, including desks
chairs, which are more particularly set forth in the attached
Purchase Agreement. The consideration paid to the shareholders
of Triton Prestige Products was a valuation, negotiated and
agreed upon by the Triton and Floridino's, of the current value
of the assets acquired by Floridino's from Triton.
Triton Prestige Products has been operating since July 1999.
Its primary business is to provide frozen pizza products to
institutions, schools and governmental entities for consumption
in their cafeterias. Triton believes that it will generate sales
of $1,500,000.00 over the next year based on its current
capacity. Subsequent to the acquisition, Triton will operate as
a wholly owned subsidiary of Floridino's. The Company intends to
continue to operate Triton under the Triton brand name and label.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
As of January 17, 2000, the Company dismissed the certified
public accounting firm, Infante, Lago and Company, as a result of
the departure of Jesus Lago, the partner overseeing the audit and
financial reporting of the Company. Mr. Lago has become a
partner of the certified public accounting firm of Berkovitz and
Company, P.A., located in the State of Florida, and the Company
has elected to retain this firm for the purpose of conducting
future audits of the Company and for providing financial reports
for the Company.
The decision to dismiss Infante Lago and Company was based
solely on the departure of Mr. Lago from that firm and did not
stem from any disagreement between the Company and Infante Lago
on any matter of accounting principles, practices, financial
statements, disclosure or auditing practices or procedures. No
such disagreements existed between the Company and Infante Lago
prior to their dismissal. Infante Lago and Company has been
provided with a copy of this Form 8-K and, in accordance with the
relevant provisions of Regulation S-K, has provided a letter
indicating whether it agrees with the contents of this Form 8-K.
The audit report for the last two fiscal years did not
contain an adverse opinion or a disclaimer of opinion. In
addition, the change of the company's certifying accountant
was approved by the company's board of directors.
The engagement of the accounting firm of Berkovits & Company
has commenced on January 17, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 7.1 Letter from Infante, Lago and Company
Exhibit 7.2 Purchase Agreement
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: June 8, 2000
Floridino's International Holdings Inc.
(Registrant)
/s/ Michael Floridino
President
