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.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-3479186
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3560 Cypress Gardens Road
Winter Haven, Florida 33884
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (941) 326-1006
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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. Subsequent to the
acquisition, Triton will operate as a wholly owned subsidiary of
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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 (n/k/a Infante & 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 Berkovits and Company, P.A. (n/k/a
Berkovits, Lago & Company, LLP), 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 terminate and therefore, to dismiss Infante Lago and
Company (n/k/a Infante & Company) was based solely on the departure of Mr. Lago
from that firm. Infante & Company has been provided with a copy of this Form
8-K/A 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/A.
During the two most recent fiscal years preceding this termination, there
were no disagreements over accounting matters, financial disclosures or any
other limitations on the scope or procedure of the independent auditor in the
course of performing professional services and there was no adverse opinion or
disclaimer of opinion, nor were its reports modified as to audit scope or
accounting principles. The accountant's report for the fiscal year ended
December 31, 1999 was modified with respect to the Company's ability to continue
as a going concern. The Company has authorized Infante & Company to respond
fully to any inquiries of Berkovits & Company (n/k/a Berkovits, Lago & Company,
LLP) concerning the work done and conclusions drawn in performing previous
audits of the Company and concerning the reasons for the termination of Infante
Lago and Company.
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 (n/k/a
Berkovits, Lago & Company, LLP) commenced on January 17, 2000.
ITEM 7. Financial Statements and Exhibits
Exhibit 7.1 Updated Letter from Infante & Company
Exhibit 7.2 Purchase Agreement with Exhibits
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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.
Floridino's International Holdings Inc.
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(Registrant)
Dated: December 19, 2000. By: /s/ Nick Pirgousis
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Nick Pirgousis, Chairman
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