UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 333-31238
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2003
______________________________________________________________________________
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[X] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended
______________________________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
______________________________________________________________________________
PART 1
REGISTRANT INFORMATION
Full Name of Registrant: TOO GOURMET, INC.
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Former Name if Applicable:
Address of Principal Executive Office
c/o Bryan Cave LLP
2020 Main Street, Suite 600
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Street and Number
Irvine, CA 92614
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City, State and Zip Code
______________________________________________________________________________
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PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to RULE 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K,
Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by RULE 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form
10-KSB, 11-K, 20-F, Form 10-Q and Form 10-QSB, N-SAR, or the transition
report or portion thereof could not be filed within the prescribed period.
(Attach extra sheets if needed)
The Quarterly Report on Form 10-QSB for the period ended September 30,
2003, could not be filed within the prescribed period because the Company
requires additional time to prepare its financial statements to allow for
the inclusion of reviewed financial information and for the inclusion of
filings related to the transactions referenced in the company's Current
Report on form 8-K filed with the Commission on November 5, 2003, and its
Schedule 14f-1 filed with the Commission on November 7, 2003.
(1) Name and telephone number of person to contact in regard to
this notification
Harrysen Mittler (416) 405-9987
______________________________________________________________________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 12 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) been filed?
If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
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TOO GOURMET, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 14, 2003
By: /s/ Harrysen Mittler
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Harrysen Mittler
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
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