Floridino's International Holdings Inc

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International Guild of Hospitality & Restaurant Managers

.Floridino's International Holdings Inc., organized in June 1997, focuses on the design, development, ownership and operation of family style neighborhood Italian 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.

Floridino's Restaurants

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 that offers hamburgers, chicken and fried fish.

Shareholders in late 1998 were dissatisfied with the Company's progress and results. As a result, they demanded that changes to management be made and that the Company undertakes a fresh and revised approach to its operations. New management took over the Company in early 1999 and assessed the Company's prior results, its products and its potential for future development. After an assessment of the Company's past performance, new management decided to alter operations of the restaurants as they operated in then-present format.

The Company revamped its Lakeland restaurant and incorporated a fast self-service upscale concept. This restaurant operates under the name Mama Mia, and focuses on providing high quality Italian food in a casual dining environment. Mama Mia restaurant reopened on November 13, 1999.

The Company, in September 1999, opened an additional restaurant in New York operating under the name Floridino's Cafe, which provides sandwiches, soups, salads and personal size pizza. The goal of this new restaurant is to serve authentic Italian cuisine in a fast-food environment. The Company maintains and operates the restaurant in New York City through its wholly owned subsidiary, Floridino's Inc. The format is express style, with customers being served at the counter for carry out or to dine on premise. The ambience provides for a casual dining experience in a warm, relaxed setting. The entire premise behind Floridino's Cafe is to accommodate the lifestyle of today's consumer demanding quality, nutritious meals on the run.

Floridino's Inc. and Zoop Soups were acquired by the Company in November 1998, and merged into Floridino's, Inc., a wholly owned subsidiary of the Company. Zoop Soups specializes in creating soup recipes provided to Floridino's Cafe. The Company intends to market its Zoop Soups items to the general public and to also have Zoop Soups items offered at its other restaurants in Florida.

The Company recently opened two additional restaurants. A location in Delray Beach opened on January 2000. The second restaurant in Lake Wales was delayed due to problems in obtaining requisite permits and opened in March 2000. These new restaurants will operate under the name Floridino's Fast Italian. All of the Company's restaurants will emphasize the prior success of the Company's calzone, which is marketed by the Company as "The World's Biggest Calzone," and include the Floridino's fast casual self-service upscale concept.

The Company does not focus on either metropolitan or rural areas in selecting a location for its restaurants. Rather, it chooses its location targeting areas that possess demographics of generally 20,000 homes in a 3.25-mile radius. High traffic locations are also considered, meaning that such locations must have at least 10,000 cars pass by the location per day. This situates the restaurant in a location where it has public exposure and that is easily accessible to customers.

The Company's sources of materials and ingredients for its restaurants are obtained from food suppliers. The major suppliers of the Company are Coca-Cola, Bari Foods, Catilina Food Ingredients, Sysco Foods, Rockets Red Glare and D & J Tomato Co. These suppliers provide materials such as beverages, and perishable goods such as sauces, meats, cheeses and bread products for the Company's products.

Floridino's 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. Since 1997, there have been 11 franchise restaurants that have operated under agreement with the Company. These franchised restaurants have operated in locations throughout the United States, including in Iowa, Florida, Colorado, South Dakota, Arizona and Texas.

Frozen Food Products Segment

The Company operates a frozen foods segment that 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. New management, which assessed the Company in April 1999, decided to temporarily close the plant after finding that its production facility and capacity were inadequate to meet any significant demand for the Company's frozen food product. Packaging at the plant was also not standardized or efficient. After a renovation of the plant and acquisition of new machinery and equipment, the Company reopened the plant in November 1999 with the goal of commencing production of the Company's trademark frozen food products such as its breakfast calzone, pazzo rolls and frozen pizzas. The frozen food manufacturing segment operates under the name Floridino's Specialties Inc., which is a wholly owned subsidiary of the Company.

On January 17, 2000, the Company acquired all of the outstanding shares of common stock of Triton Prestige Products, Inc. for 50,000 shares of common stock. Triton is now a wholly owned subsidiary of Floridino's. Triton 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.

The Company finds that competition in the calzone market is substantial. The two primary competitors manufacturing calzones today are Stefanos and Pellegrinos.

Subsidiaries

There are four subsidiaries in existence that oversee and independently operate the restaurants owned by the Company. These subsidiaries are Floridino's, Inc., a New York Corporation, which operates the Company's restaurant in New York City; Floridino's Express Inc., a Florida Corporation, which operates the Company's Lake Wales restaurant that opened in March 2000; Floridino's of Delray Beach, Inc., a Florida Corporation, which operates the Company's Delray Beach restaurant that opened on December 26, 1999; and Floridino's of Lakeland, Inc., a Florida Corporation, which operates the Lakeland restaurant. Floridino's International Inc. oversees the Company's franchising and licensing of the Company's concept, trademark products and recipes. The Company also has another wholly owned subsidiary, Toho Holdings, Inc., which holds the Company's real estate properties. The Company previously operated the following subsidiaries: Floridino's Pizza Etc., Inc., Floridino's of Lake Wales, Inc., Hard Ball Cafe, Inc., Floridino's Home of the Calzone, Inc., and Floridino's of Bartow, Inc. Operation of these subsidiaries have been closed by the Company, as they failed to realize sufficient profit and reflect the Company's efforts to reorganize its operations

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