UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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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.)
280 White Cap Lane, Newport Coast, California 92657
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(Address of principal executive offices)
(949) 836.8982
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(Issuer's Telephone Number)
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 13, 2001, there were
6,091,250 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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TOO GOURMET, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
2
TOO GOURMET, INC.
(a development stage company)
CONTENTS
PAGE
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Financial Statements (Unaudited)
Balance Sheet 4
Statements of Operations 5
Statements of Changes in Stockholders' Equity 6
Statements of Cash Flows 7
Notes to Financial Statements 8
3
TOO GOURMET, INC.
(a development stage company)
BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)
ASSETS
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Current assets
Cash $ 7,952
Other current assets ---
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Total current assets 7,952
Other assets ---
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Total assets $ 7,952
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities
Accounts payable and accrued expenses $ 1,250
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Total current liabilities 1,250
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Stockholders' Equity
Preferred stock, $.001 par value;
Authorized shares -- 5,000,000
Issued and outstanding share -- 0
---
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Common stock, $.001 par value;
Authorized shares-- 50,000,000
Issued and outstanding shares-- 6,091,250 6,091
Additional paid-in capital 18,834
Deficit accumulated during the development stage (18,223)
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Total stockholders' equity 6,702
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Total liabilities and stockholders' equity $ 7,952
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See accompanying notes to financial statements.
4
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
APRIL 9, 2001
THREE MONTHS ENDED (INCEPTION) -
SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
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Revenues
Sales $ 320 $ 320
Less: returns and allowances --- ---
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Net revenues 320 320
Operating expenses
Consulting services --- 3,600
Legal and professional fees 13,605
7,535
Office supplies and expense 1,303 1,338
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Total operating expenses 8,838 18,543
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Loss from operations (8,518) (18,223)
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Provision for income tax expense (benefit) --- ---
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Net loss/Comprehensive loss $ (8,518) $ (18,223)
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Net loss/comprehensive loss per common share ---
basic and diluted $ (---) $ (---)
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Weighted average of common shares --- basic and diluted 6,091,250 5,643,650
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See accompanying notes to financial statements.
5
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
APRIL 9, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2001
(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
Net loss/comprehensive loss --- --- --- (9,705) (9,705)
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Balance, June 30, 2001 6,091,250 6,091 18,834 (9,705) 15,220
--------- ----------- ----------- ----------- -----------
Net loss/comprehensive loss --- --- --- (8,518) (8,518)
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Balance, September 30, 2001 6,091,250 $ 6,091 $ 18,834 $ (18,223) $ 6,702
--------- ----------- ----------- ----------- -----------
See accompanying notes to financial statements.
6
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
APRIL 9, 2001
THREE MONTHS ENDED (INCEPTION) -
SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,518) $ (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
Changes in operating assets and liabilities
Increase (decrease) in accounts payable
and accrued expenses (3,355) 1,250
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Net cash used by operating activities (11,873) (11,873)
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CASH FLOWS FROM INVESTING ACTIVITIES --- ---
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock --- 19,825
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Net cash provided by financing activities --- 19,825
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NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (11,873) 7,952
CASH AND CASH EQUIVALENTS, beginning of period 19,825 ---
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CASH AND CASH EQUIVALENTS, end of period $ 7,952 $ 7,952
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ --- $ ---
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Interest paid $ --- $ ---
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See accompanying notes to financial statements.
7
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(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 is
headquartered in Newport Coast, 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 September 30, 2001
and from April 9, 2001 (inception) through September 30, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001. 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 June 30, 2001 included in the Company's
registration statement filing on Form SB-2.
NOTE 3 - 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.
NOTE 4 - RELATED PARTY TRANSACTIONS
On April 10, 2001, the Company issued 3,550,000 shares of its common
stock to a current officer for services as described in Note 3.
8
Item 2. Plan of Operation
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This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
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 our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for 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 assumptions 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. We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
We are a specialty gourmet grocer. We intend to offer our products and product
selection advice services over the Internet. We currently market and distribute
specialty gourmet coffee under our Too Gourmet label. We intend to offer a large
selection of specialty and hard-to-find foods and spirits, coupled with expert,
personalized service. We believe our website and proposed retail locations will
enable us to cater to the discriminating tastes of our customers. If we generate
significant revenues or raise capital, we plan to open a traditional retail
store located in Orange County, California, and if successful, plan to replicate
our business model in other markets.
Liquidity and Capital Resources.
We had cash of $7,952 as at September 30, 2001. Our total assets were
approximately $7,952 as at September 30, 2001. Our total current liabilities
were approximately $1,250 as at September 30, 2001. Our sole liability at
September 30, 2001 was represented by accounts payable and accrued expenses.
Results of Operations.
Revenues. From our inception on April 9, 2001 through September 30, 2001, we
realized revenues of approximately $320 from the sale of our products. We earned
those revenues during the three-month period ended September 30, 2001. We hope
to generate more revenues as we expand customer base and our product offerings.
Operating Expenses. For the quarter ended September 30, 2001, our total expenses
were approximately $8,838. The majority of those expenses were represented by
legal and professional fees of $7,535. From inception to September 30, 2001, we
had incurred operating expenses of $18,543. For the quarter ended September 30,
2001, we experienced a net loss of approximately $8,518. From our inception on
April 9, 2001 to September 30, 2001, we experienced a net loss of $18,223.
Our Plan of Operation for the Next Twelve Months. We have not generated any
significant revenues from our operations. To effectuate our business plan during
the next twelve months, we must continue to develop our website, market our
products and services and develop our brand image. We are currently marketing,
under our Too Gourmet label, specialty coffee. We believe that we will be able
to generate additional revenues in the next three months and any revenues
generated will be used to increase our product offerings as well as expand our
operations through increased marketing efforts. We intend to continue to develop
and expand our line of gourmet grocery products.
9
We are in the process of developing our website to facilitate customer orders
and delivery. We anticipate that we will have credit card capability on our
website by February 2002. We believe our current financial resources will be
sufficient to fund the development of credit card capability on our website. We
believe that our "chef toys" website offering a variety of gourmet cooking
implements will be operational by February 2002, although we may need to
generate revenues or raise additional capital to complete development of that
website. We do not anticipate that we will hire additional employees unless we
generate significant revenues. We anticipate that will use third parties to
complete the development of our websites.
Our plan of operation is materially dependent on our ability to generate
revenues. Our operations to date have been focused on developing our brand name
and attempting to establish strategic relationships with providers of gourmet
grocery foods and beverages. We have not developed any strategic relationships
with third parties. We will also attempt to develop relationships with companies
that serve our proposed customer base, such as specialty magazines which target
high income individuals.
Over the next twelve months, we anticipate that we will need approximately
$20,000 to move forward with our business plan. To add credit card capability on
our website, we believe that we will need approximately $1,000. To complete
development of our chef toys website, we believe that we will need approximately
$3,000. For the next twelve months, we anticipate that our day-to-day expenses
will be approximately $1,000 per month. We believe that we will use
approximately $10,000 over the next twelve months for marketing and promotion
expenses if we are able to raise sufficient revenue to finance such activities.
We had cash of $7,952 as at September 30, 2001. In the opinion of management,
available funds will satisfy our working capital requirements through March
2002. 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 anticipate that we may
need to raise additional capital to expand our operations. In the event that we
experience a shortfall in our capital, we intend to pursue capital through
public or private financing as well as borrowings and other sources, such as our
officers and directors. We cannot guaranty that additional funding will be
available on favorable terms, if at all.
We have not contemplated any plan of liquidation in the event that we do not
generate revenues. In the event of our liquidation, Nevada law provides that
after payment of all allowances, expenses and costs, and the satisfaction of all
special and general liens upon our funds, the creditors shall be paid
proportionately to the amount of their respective debts. The surplus funds, if
any, after payment of the creditors and the costs, expenses and allowances,
shall be distributed among our shareholders in proportion.
We are not currently conducting any research and development activities, other
than the development of our websites. We do not anticipate conducting such
activities in the near future. We do not anticipate that we will purchase or
sale of any significant equipment. In the event that we generate significant
revenues and expand our operations, then we may need to hire additional
employees or independent contractors.
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 Vote of Security Holders.
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None.
Item 5. Other Information.
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None.
Item 6. Exhibits and Reports on Form 8-K.
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None.
10
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 14, 2001 By: /s/ Cynthia A. Bergendahl
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Cynthia A. Bergendahl
Its: President, Chief Executive Officer
Secretary, Director