SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Quarterly Period ended September 30, 2002
[ ] Transition report under Section 13 OR 15(d) of the Exchange Act
For the transition period from ______________ to ______________
Commission file number 000-33333
TOO GOURMET, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 33-0967353
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Bryan Cave LLP, 2020 Main Street, Suite 600, Irvine, California 92614
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(Address of Principal Executive Offices)
c/o (949) 223-7103
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(Issuer's Telephone Number, Including Area Code)
280 White Cap Lane, Newport Coast, California 92657
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(Former Name, former Address and former Fiscal Year,
if Changed Since Last Report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to b
e filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes __________ No __________
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date. As of November 19, 2002, there
were 5,982,500 shares of the issuer's $.001 par value common stock issued and
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes __________ No _____X____
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
TOO GOURMET, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
CONTENTS
PAGE
----
Financial Statements (Unaudited)
Balance Sheet 1
Statements of Operations 2
Statements of Changes in Stockholders' Deficit 3
Statements of Cash Flows 4
Notes to Financial Statements 5
TOO GOURMET, INC.
(a development stage company)
BALANCE SHEET
SEPTEMBER 30, 2002
(UNAUDITED)
ASSETS
------
Current assets
Cash $ --
Other current assets --
--------
Total current assets --
Other assets --
--------
Total assets $ --
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 40,123
--------
Total current liabilities 40,123
Contingencies --
Stockholders' Deficit
Preferred stock, $.001 par value;
Authorized shares -- 5,000,000
Issued and outstanding share - 0 --
Common stock, $.001 par value;
Authorized shares -- 50,000,000
Issued and outstanding shares-- 5,982,500 5,982
Additional paid-in capital 27,969
Deficit accumulated during the development stage (74,074)
--------
Total stockholders' deficit (40,123)
--------
Total liabilities and stockholders' deficit $ --
========
See accompanying notes to financial statements.
1
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS THREE MONTHS NINE MONTHS APRIL 9, 2001
ENDED ENDED ENDED (INCEPTION) -
SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
30, 2002 30, 2001 30, 2002 30, 2001
----------- ----------- ----------- -----------
Net revenues $ -- $ 320 $ -- $ 320
Operating expenses
Consulting services -- -- -- 3,600
Legal and professional fees 22,935 7,535 29,303 13,605
Occupancy 500 -- 1,500 --
Office supplies and expense 14,151 1,303 16,743 1,338
----------- ----------- ----------- -----------
Total operating expenses 37,586 8,838 47,546 18,543
----------- ----------- ----------- -----------
Loss from operations (37,586) (8,518) (47,546) (18,223)
----------- ----------- ----------- -----------
Provision for income tax expense (benefit) -- -- -- --
----------- ----------- ----------- -----------
Net loss/comprehensive loss $ (37,586) $ (8,518) $ (47,546) $ (18,223)
=========== =========== =========== ===========
Net loss/comprehensive loss per
common share-- basic and diluted $ (--) $ (--) $ (--) $ (--)
=========== =========== =========== ===========
Weighted average of common
shares-- basic and diluted 5,804,360 6,091,250 5,729,370 5,643,650
=========== =========== =========== ===========
See accompanying notes to financial statements.
2
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
APRIL 9, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2002
(UNAUDITED)
Common Stock Additional
------------------------ Paid-In Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ---------- ----------
Balance, April 9, 2001 -- $ -- $ -- $ -- $ --
Issuance of common stock,
April 10, 2001 3,600,000 3,600 -- -- 3,600
Issuance of common stock,
April 11, 2001 1,500,000 1,500 -- -- 1,500
Issuance of common stock,
June 17, 2001 250,000 250 4,750 -- 5,000
Issuance of common stock,
June 28, 2001 741,250 741 14,084 -- 14,825
Cost of legal expenses
contributed by officer -- -- 4,719 -- 4,719
Redemption of stock,
November 15, 2001 (400,000) (400) -- -- (400)
Net loss/comprehensive loss -- -- -- (26,528) (26,528)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2001 5,691,250 5,691 23,553 (26,528) 2,716
========== ========== ========== ========== ==========
Cancellation of stock,
August 15, 2002 (2,700,000) (2,700) -- -- (2,700)
Stock split (2:1),
August 16, 2002 2,991,250 2,991 (291) -- 2,700
Cost of occupancy
contributed by officer -- -- 1,500 -- 1,500
Cost of accounting expenses
contributed by officer -- -- 3,207 -- 3,207
Net loss/comprehensive loss -- -- -- (47,546) (47,546)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2002 5,982,500 $ 5,982 $ 27,969 $ (74,074) $ (40,123)
========== ========== ========== ========== ==========
See accompanying notes to financial statements.
3
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS APRIL 9, 2001
ENDED (INCEPTION) -
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------ ------------------
Cash flows from operating activities
Net loss $(47,546) $(18,223)
Adjustments to reconcile net loss to net cash used
by operating activities
Cost of consulting services paid with common stock -- 3,600
Cost of legal services paid with common stock -- 1,500
Expenses paid by officer 4,707 --
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses 37,623 1,250
-------- --------
Net cash used by operating activities (5,216) (11,873)
Cash flows from investing activities -- --
Cash flows from financing activities
Proceeds from issuance of common stock -- 19,825
Redemption of common stock -- --
-------- --------
Net cash provided by financing activities -- 19,825
-------- --------
Net increase (decrease) in cash (5,216) 7,952
Cash, beginning of period 5,216 --
-------- --------
Cash, end of period $ 0 $ 7,952
======== ========
Supplemental disclosure of cash flow information
Income taxes paid $ -- $ --
======== ========
Interest paid $ -- $ --
======== ========
See accompanying notes to financial statements.
4
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 1 - NATURE OF OPERATIONS
Too Gourmet, Inc. (the "Company") is an internet based gourmet grocery
retailer for specialty and novelty foods and spirits. On August 15, 2002, the
Company's management expanded the scope of the Company's business model to
include possible participation in the fragmented automotive parts industry via
acquisitions of third parties in both North America and Europe. The Company was
incorporated in the state of Nevada on April 9, 2001, and its new principal
executive offices are headquartered in Toronto, Ontario, Canada.
On July 27, 2002 all of the directors and officers of the Company resigned
and three new directors and officers were appointed.
NOTE 2 - BASIS OF PRESENTATION
The unaudited financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended September 30, 2002
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. For further information, these financial statements and
the related notes should be read in conjunction with the Company's audited
financial statements for the period ended December 31, 2001 included in the
Company's annual report on Form 10-KSB.
NOTE 3 - CONTINGENCIES
As shown in the accompanying unaudited financial statements, the Company
has incurred a net operating loss of $74,074 since inception through September
30, 2002.
The Company is subject to those risks associated with development stage
companies. The Company has sustained losses since inception and additional
financing will be required by the Company to fund its development activities and
to support operations. However, there is no assurance that the Company will be
able to obtain additional financing. Furthermore, there is no assurance that
rapid technological changes, changing customer needs and evolving industry
standards will enable the Company to introduce new products and services on a
continual and timely basis so that profitable operations can be attained.
5
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 4 - COMMON STOCK
On April 10, 2001, the Company issued 3,600,000 shares of its common stock
to its officers and founders for consulting services rendered in connection with
the initial organization costs incurred. Since there was no readily available
market value at the time the services were rendered, par value of $0.001 per
share was considered as a reasonable estimate of fair value by the parties.
On April 11, 2001, the Company issued 1,500,000 shares of its common stock
to various individuals for legal services rendered in connection with the
initial organization costs incurred. Since there was no readily available market
value at the time the services were rendered, par value of $0.001 per share was
considered as a reasonable estimate of fair value by the parties.
On June 30, 2001, the Company completed a "best efforts" offering of its
common stock pursuant to the provisions of Section 4(2) of the Securities Act of
1933 and Rule 506 of Regulation D promulgated by the Securities and Exchange
Commission. In accordance with the Private Placement Memorandum Offering, which
was initiated on June 11, 2001, the Company issued 991,250 shares of its common
stock at $0.02 per share for a total of $19,825 from June 17th - June 30th 2001.
On August 15, 2002, the Company 2,700,000 shares of its restricted common
stock were returned to the treasury for cancellation.
On August 16, 2002, the Company issued a two-for-one (2:1) forward stock
split to stockholders of record as of August 15, 2002. The split was paid by the
Company on August 19, 2002 and resulted in outstanding common stock of 5,982,500
shares.
NOTE 5 - RELATED PARTY TRANSACTIONS
On April 10, 2001, the Company issued 3,550,000 shares of its common stock
to a then-current officer for services as described in Note 4.
6
Item 2. Plan of Operation.
- --------------------------
This following information specifies certain forward-looking statements of
management of the Company. Forward-looking statements estimate the happening of
future events and are not based on historical fact. Forward-looking statements
may be identified by the use of forward-looking terminology, such as "may",
"shall", "will", "could", "expect", "estimate", "anticipate", "predict",
"probable", "possible", "should", "continue", or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by management on the
basis of assumptions considered by management to be reasonable. Future operating
results, however, are impossible to predict and no representation, guarantee, or
warranty is to be inferred from those forward-looking statements.
The assumption used for the purposes of the forward-looking statements specified
in the following information represent estimates of future events and are
subject to uncertainty as to possible changes in economic, legislative,
industry, and other circumstances. As a result, the identification and
interpretation of data and other information and their use in developing and
selecting assumption from and among reasonable alternatives require the exercise
of judgment to the extent that the assumed events do not occur, the outcome may
vary substantially from anticipated or projected results and, accordingly, no
opinion is expressed on the achievability of those forward-looking statements.
Management cannot guarantee that any of the assumption relating to the
forward-looking statements in the following information is accurate, and
management assumes no obligation to update any forward-looking statements.
Management of Too Gourmet, Inc. (the "Company") has expanded the scope of the
Company's business model to include possible participation in the fragmented
automotive parts industry in both North America and Europe. (See "Results of
Operations and Plan of Operation for the Next Twelve-Month Period.")
Management believes that corporate revenues may be generated through the
Company's participation as a consolidator in the fragmented automotive parts and
related software businesses via selected and strategic acquisitions of existing
profitable operations in North America and Europe. The Company has engaged the
services of two mergers and acquisitions advisors in Europe to assist it with
its consolidation efforts.
Results of Operations and Plan of Operation for the Next Twelve-Month Period.
Revenues for the nine-month period ended September 30, 2002 were nil. Operating
expenses for the nine-month period ended September 30, 2002 totaled $37,586. For
the nine-month period ended September 30, 2002 the Company sustained a net loss
of $37,586.
Management has conducted discussions with various potential acquisition or
merger candidates in North America and Europe and has executed one letter of
intent to acquire a privately held company. However, management cannot guarantee
that any discussions to date will lead to final negotiations and definitive
Purchase Agreements. In addition, management cannot guarantee that it will
acquire or merge with a third party, or that in the event an acquisition or
merger is accomplished with a third party, that such acquisition or merger will
increase the value of the company's common stock.
7
On August 28, 2002, the Company announced that it had entered into a non-binding
Letter of Intent to acquire 100% of the outstanding common stock of Veripart,
Inc. subject to due diligence review, negotiations and drafting of a Definitive
Purchase Agreement including representations and warranties standard for a
transaction of this nature and magnitude. Terms of the proposed transaction were
not disclosed.
Veripart, Inc. has developed a proprietary online replacement parts catalog and
directory for motor vehicles named "PartScan" designed for use by automobile
insurance companies.
"PartScan" facilitates the purchase of non-original equipment manufactured
(non-OEM) crash or replacement parts directly from the various manufacturers'
representatives, which reduces or eliminates the participation of and profit
centers created by middlemen such as wholesalers, retailers and regional
replacement parts resellers (repairers), which reduces the overall costs of
automotive repairs.
Veripart's first initiative is intended to automate and accelerate replacement
parts ordering procedures "online" between automobile insurers and automobile
repair facilities. Management of Veripart believes that this should improve
information flow, streamline accident claims processing and reduce the average
cost per automobile damage claim. The current system of ordering parts is cash
intensive, time consuming and inconvenient. An average automobile repair could
require as many as four separate parts orders placed by telephone or fax.
The use of the company's technology, consulting and online services by insurers
may significantly increase the percentage of non-OEM parts purchased which
increase could dramatically reduce the total annual cost of replacement parts
necessary to repair policyholders' damaged vehicles and increase earnings for
insurers. Historically, non-OEM replacement parts are up to 50% less expensive
to purchase than equivalent OEM replacement parts. For further information
please visit the Veripart's website at www.veripart.com.
There can be no assurance that the Company will complete its acquisition of
Veripart, or, if completed, that Veripart will prove a profitable acquisition
for the Company, or that it will result in an increase in stockholder value.
Liquidity and Capital Resources.
Our forecast for the period for which our financial resources will be adequate
to support our operations involves risks and uncertainties and actual results
could fail as a result of a number of factors. We intend to pursue capital
though public or private financing as well as borrowing and other sources from
our officers and directors. We cannot guarantee that additional funding will be
available on favorable terms, if at all. If adequate funds are not available,
then our ability to continue our operations may be adversely affected. If
adequate funds are not available, we believe that our officers and directors
will contribute funds to pay for our expenses to achieve our objectives over the
next twelve months. However, our officers and directors are not committed to
contribute funds to pay for our expenses.
8
We are not currently conducting any research and development activities. We do
not anticipate conducting such activities in the near future. We do not
anticipate that we will purchase or sell any equipment. In the event that we
generate significant revenues and expand our operations, we may hire additional
employees or independent contractors as well as purchase or lease additional
equipment.
Item 3. Controls and Procedures.
- --------------------------------
Quarterly evaluation of the Company's Disclosure Controls and Internal Controls.
Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB, the company evaluated the effectiveness of the design and operation of
its "disclosure controls and procedures" (Disclosure Controls), and its
"internal controls and procedures for financial reporting" (Internal Controls).
This evaluation (the Controls Evaluation) was done under the supervision and
with the participation of management, including our Chief Executive Officer
(CEO) and Acting Chief Financial Officer (CFO). Rules adopted by the SEC require
that in this section of the Quarterly Report we present the conclusions of the
CEO and the CFO about the effectiveness of our Disclosure Controls and Internal
Controls based on and as of the date of the Controls Evaluation.
CEO and CFO Certifications.
Appearing immediately following the Signatures section of this Quarterly
Report there is form of "Certification" of the CEO and the CFO. This
Certification is required in accord with Section 302 of the Sarbanes-Oxley Act
of 2002 (the Section 302 Certification). This section of the Quarterly Report
which you are currently reading is the information concerning the Controls
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.
Disclosure Controls and Internal Controls.
Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
Internal Controls are procedures which are designed with the objective of
providing reasonable assurance that (1) our transactions are properly
authorized; (2) our assets are safeguarded against unauthorized or improper use;
and (3) our transactions are properly recorded and reported, all to permit the
preparation of our financial statements in conformity with generally accepted
accounting principles.
9
Limitations on the Effectiveness of Controls.
The company's management, including the CEO and CFO, does not expect that
our Disclosure Controls or our Internal Controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
Scope of the Controls Evaluation.
The CEO/CFO evaluation of our Disclosure Controls and our Internal Controls
included a review of the controls' objectives and design, the controls'
implementation by the company and the effect of the controls on the information
generated for use in this Quarterly Report. In the course of the Controls
Evaluation, we sought to identify data errors, controls problems or acts of
fraud and to confirm that appropriate corrective action, including process
improvements, were being undertaken. This type of evaluation will be done on a
quarterly basis so that the conclusions concerning controls effectiveness can be
reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form
10-KSB. Our Internal Controls are also evaluated on an ongoing basis by other
personnel in our organization and by our independent auditors in connection with
their audit and review activities. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls and our Internal Controls and
to make modifications as necessary; our intent in this regard is that the
Disclosure Controls and the Internal Controls will be maintained as dynamic
systems that change (including with improvements and corrections) as conditions
warrant. Among other matters, we sought in our evaluation to determine whether
there were any "significant deficiencies" or "material weaknesses" in the
company's Internal Controls, or whether the company had identified any acts of
fraud involving personnel who have a significant role in the company's Internal
Controls. This information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose that information to our Board's
Audit Committee (or persons performing the equivalent functions) and to our
independent auditors and to report on related matters in this section of the
Quarterly Report. In the professional auditing literature, "significant
deficiencies" are referred to as "reportable conditions"; these are control
issues that could have a significant adverse effect on the ability to record,
process, summarize and report financial data in the financial statements. A
"material weakness" is defined in the auditing literature as a particularly
serious reportable condition where the internal control does not reduce to a
relatively low level the risk that misstatements caused by error or fraud may
occur in amounts that would be material in relation to the financial statements
and not be detected within a timely period by employees in the normal course of
performing their assigned functions. We also sought to deal with other controls
matters in the Controls Evaluation, and in each case if a problem was
identified, we considered what revision, improvement and/or correction to make
in accord with our on-going procedures.
10
In accord with SEC requirements, the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Conclusions.
Based upon the Controls Evaluation, our CEO and CFO have concluded that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure that material information relating to the Company and its consolidated
subsidiaries is made known to management, including the CEO and CFO,
particularly during the period when our periodic reports are being prepared, and
that our Internal Controls are effective to provide reasonable assurance that
our financial statements are fairly presented in conformity with generally
accepted accounting principles.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
None.
Item 2. Changes in Securities.
- ------------------------------
On August 15, 2002, the Company 2,700,000 shares of its restricted common stock
were returned to the treasury for cancellation. On August 19, 2002, the Company
effected a 2:1 split of the issued and outstanding shares of common stock. The
split became payable on August 16, 2002 to shareholders on record as of August
15, 2002.
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits.
99.1 News Release regarding Letter of Intent dated August 28, 2002.
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed by the registrant during the quarter
for which this Quarterly Report is filed.
11
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.
TOO GOURMET, INC.
a Nevada corporation.
November 19, 2002 By: /S/ HARRYSEN MITTLER
------------------------
Harrysen Mittler
Its: Chief Executive Officer
November 19, 2002 By: /S/ ROBERT BYERS
--------------------
Robert Byers
Its: Chief Financial Officer
12
CERTIFICATION
I, Harrysen Mittler, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Too Gourmet, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there are significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 19, 2002
/S/ HARRYSEN MITTLER
--------------------
Harrysen Mittler
Chief Executive Officer
Too Gourmet, Inc.
CERTIFICATION
I, Robert Byers, certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Too Gourmet, Inc.;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Quarterly Report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data have identified
for the registrant's auditors any material weaknesses in internal
controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there are significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 19, 2002
/S/ ROBERT BYERS
--------------------
Robert Byers
Chief Financial Officer
Too Gourmet, Inc.