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 March 31, 2003
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
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)
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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 be
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 May 19, 2003, there were
6,002,500 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.
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TOO GOURMET, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002
CONTENTS
PAGE
----
Financial Statements (Unaudited)
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
2
TOO GOURMET, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2003 AND 2002
(UNAUDITED)
ASSETS
------
CURRENT ASSETS
Cash $ 874
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Total current assets 874
OTHER ASSETS --
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Total assets $ 874
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 30,475
Related party payable 38,207
---------
Total current liabilities 68,682
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-- 6,002,500 6,002
Additional paid-in capital 28,969
Deficit accumulated during the development stage (102,779)
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Total stockholders' deficit (67,808)
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Total liabilities and stockholders' deficit $ 874
=========
See accompanying notes to financial statements.
3
TOO GOURMET, INC
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
March 31, Inception -
-------------------------- March 31,
2003 2002 2003
----------- ----------- -----------
NET REVENUES $ -- $ -- $ 320
OPERATING EXPENSES
Consulting services -- -- 3,600
Legal and professional fees 5,695 1,690 78,375
Occupancy 500 500 2,500
Office supplies and expense 1,571 1,972 17,779
----------- ----------- -----------
Total operating expenses 7,766 4,162 102,254
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LOSS FROM OPERATIONS (7,766) (4,162) (101,934)
OTHER EXPENSES
Interest expense (441) -- (845)
----------- ----------- -----------
Loss before provision for income taxes (8,207) (4,162) (102,779)
----------- ----------- -----------
PROVISION FOR INCOME TAXES -- -- --
----------- ----------- -----------
NET LOSS $ (8,207) $ (4,162) $ (102,779)
=========== =========== ===========
NET LOSS PER COMMON SHARE-- BASIC AND DILUTED
$ (---) $ (---) $ (---)
=========== =========== ===========
WEIGHTED AVERAGE OF COMMON SHARES-- BASIC AND DILUTED
6,200,500 5,691,250 5,805,000
=========== =========== ===========
See accompanying notes to financial statements.
4
TOO GOURMET, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
March 31, Inception -
---------------------- March 31,
2003 2002 2003
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,207) $ (4,162) $(102,779)
Adjustments to reconcile net loss to net cash used in
operating activities
Expenses paid with common stock -- -- 5,120
Expenses paid by officer 500 500 10,426
Changes in operating assets and liabilities
Increase (decrease) in accounts payable
and accrued expenses (840) 196 30,475
--------- --------- ---------
Net cash used in operating activities (8,547) (3,466) (56,758)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- -- 19,825
Redemption of common stock -- -- (400)
Net proceeds from related parties 5,524 -- 38,207
--------- --------- ---------
Net cash provided by financing activities 5,524 -- 57,632
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (3,023) (3,466) 874
CASH, beginning of period 3,897 5,216 --
--------- --------- ---------
CASH, end of period $ 874 $ 1,750 $ 874
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ -- $ -- $ --
========= ========= =========
Interest paid $ -- $ -- $ --
========= ========= =========
See accompanying notes to financial statements.
5
TOO GOURMET, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 AND 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. The Company was incorporated in the
state of Nevada on April 9, 2001 and is headquartered in Irvine, California.
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 March 31, 2003 and
2002 are not necessarily indicative of the results that may be expected for the
years ended December 31, 2003 and 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, 2002
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 $102,779 since inception through March 31,
2003.
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.
NOTE 4 - COMMON STOCK
On August 15, 2002, the Company cancelled 2,700,000 shares of its restricted
common stock.
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.
6
On October 9, 2002, the Company entered into a consulting service agreement with
a third party. Pursuant to the agreement, the Company was to issue 10,000 shares
of its common stock payable monthly in advance. In accordance with the
agreement, the Company issued the corresponding shares (20,000) for the months
of October and November. On December 6, 2002, the Company terminated the
agreement, effective November.
NOTE 5 - RELATED PARTY TRANSACTIONS
Periodically throughout the year, cash advances are made to the Company by a
director for payment of certain corporate expenses as related party payables.
These advances are non-interest bearing and are due on demand. Payment of the
advances is to be made as cash becomes available. At March 31, 2003, there was
approximately $38,000 payable and outstanding.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
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The 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.
Results of Operations and Plan of Operation for the Next Twelve-Month Period.
Revenues for the three-month periods ended March 31, 2003, and 2002, were nil.
For the three-month period ended March 31, 2003, our total operating expenses
were $7,766, as compared to operating expenses of $4,162 in the equivalent
period of our prior year. Our expenses primarily consisted of legal and
professional fees of $5,695, as compared to $1,690 in the equivalent period of
our prior year and office supplies and expenses of $1,571, as compared to $1,972
in the equivalent period of our prior year.
For the first quarter of our 2003 fiscal year, we experienced a net loss of
$8,207, as compared to a net loss of $4,162 in the equivalent period of our
prior year. We must commence our operations to generate revenues.
Plan of Operation for the Next Twelve Months. We did not generate any revenues
from operations during our 2002 fiscal year or during the three-month period
ended March 31, 2003. Our plan of operation is materially dependent upon our
ability to generate revenues and, to effectuate our business plan during the
next twelve months. We believe that we must market products and services and
develop a brand image, as well as, perhaps, change the direction of our
business. For further analysis, see our discussion of Liquidity and Capital
Resources.
8
Management has conducted certain discussions with various potential acquisition
or merger candidates in North America and Europe. However, management cannot
provide any assurances that such discussions will result in our entering into
final negotiations and definitive purchase agreements. Further, management
cannot provide any assurances that we 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 our common
stock.
Off-Balance Sheet Arrangements.
We have no "off-balance sheet arrangements" that have or are reasonably likely
to have a current or future effect on our financial condition, changes in our
financial condition, revenues or expenses, results of our operations, liquidity,
capital expenditures, or capital resources that is material to investors. For
purposes of this section, we have used the term "off-balance sheet arrangements"
as that term is defined in Item 303(c) of Regulation S-B.
Liquidity and Capital Resources.
Our total assets (consisting of cash) as of March 31, 2003, were $874, as
compared to our total assets (consisting of cash) of $1,750 as of March 31,
2002.
Our total liabilities (consisting of accounts payable and accrued expenses of
$30,475 and a related party payable of $38,207) were $68,682 as of March 31,
2003, as compared with our total liabilities of $2,696 as of March 31, 2002,
which were represented by accounts payable and accrued expenses.
We have no other commitments or contingencies. 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.
We cannot provide assurances that our available cash and other available
resources will be sufficient to pay our day-to-day expenditures during the
balance of our 2003 fiscal year or the first quarter of our 2004 fiscal year.
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.
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Item 3. Controls and Procedures.
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Quarterly Evaluation of the Company's Disclosure Controls and Internal Controls.
Within the 45 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 in the United States of America.
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
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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.
11
In accordance 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 in the United States of America.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities.
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None.
Item 3. Defaults Upon Senior Securities.
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None.
Item 4. Submission of Matters to a Vote of Security Holders.
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None.
Other Information.
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None.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits
3.1 Articles of Incorporation*
3.2 Bylaws*
* Included in the registration statement on Form SB-2 filed on August
17, 2001.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this Quarterly
Report on Form 10-QSB is filed.
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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.
TOO GOURMET, INC.
a Nevada corporation.
May 20, 2003 By: /S/ HARRYSEN MITTLER
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Harrysen Mittler
Its: Chief Executive Officer
/S/ ROBERT BYERS
------------------------------------
Robert Byers
Its: Chief Financial Officer
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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: May 20, 2003
/S/ HARRYSEN MITTLER
--------------------
Harrysen Mittler
Chief Executive Officer
Too Gourmet, Inc.
14
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: May 20, 2003
/S/ ROBERT BYERS
-----------------
Robert Byers
Chief Financial Officer
Too Gourmet, Inc.
15