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, 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
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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 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 14, 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____
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
TOO GOURMET, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
TOO GOURMET, INC.
(A Development Stage Company)
CONTENTS
Page
----
Financial Statements (Unaudited)
Balance Sheet 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
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TOO GOURMET, INC.
(A Development Stage Company)
BALANCE SHEET
SEPTEMBER 30, 2003
(UNAUDITED)
ASSETS
----------
CURRENT ASSETS
Cash $ 47
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Total current assets 47
OTHER ASSETS ---
--------
Total assets $ 47
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 47,514
Related party payable 51,213
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Total current liabilities 98,727
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 29,969
Deficit accumulated during the development stage (134,651)
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Total stockholders' deficit (98,680)
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Total liabilities and stockholders' deficit $ 47
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TOO GOURMET, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, INCEPTION -
-------------------------------- -------------------------------
SEPTEMBER 30,
2003 2002 2003 2002 2003
------------- ---------------- ------------- --------------- --------------
NET REVENUES $ --- $ --- $ --- $ --- $ 320
OPERATING EXPENSES
Consulting services --- --- --- --- 3,600
Legal and professional fees 9,714 22,935 30,088 29,303 102,768
Occupancy 500 500 1,500 1,500 3,500
Office supplies and expense 1,469 14,151 6,897 16,743 23,105
------------- ---------------- ------------- --------------- --------------
Total operating expenses 11,683 37,586 38,485 47,546 132,973
------------- ---------------- ------------- --------------- --------------
LOSS FROM OPERATIONS (11,683) (37,586) (38,485) (47,546) (132,653)
OTHER EXPENSES
Interest expense (617) --- (1,594) --- (1,998)
------------- ---------------- ------------- --------------- --------------
Loss before provision for
income taxes (12,300) (37,586) (40,079) (47,546) (134,651)
------------- ---------------- ------------- --------------- --------------
PROVISION FOR INCOME --- --- --- --- ---
TAXES ------------- ---------------- ------------- --------------- --------------
NET LOSS $(12,300) $(37,586) $(40,079) $(47,546) $(134,651)
============= ================ ============= =============== ==============
NET LOSS PER COMMON
SHARE - BASIC AND $ (---) $ (---) $ (---) $ (---) $ (---)
DILUTED ============= ================ ============= =============== ==============
WEIGHTED AVERAGE OF
COMMON SHARES - BASIC
AND DILUTED 6,002,500 5,804,360 6,002,500 5,729,370 5,805,000
============= ================ ============= =============== ==============
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TOO GOURMET, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
SEPTEMBER 30, INCEPTION-
---------------------- SEPTEMBER
30,
2003 2002 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (40,079) $ (47,546) $(134,651)
Adjustments to reconcile net loss to net
cash used in operating activities
Expenses paid with common stock --- --- 5,120
Expenses paid by officer 1,500 4,707 11,426
Changes in operating assets and liabilities
Increase (decrease) in accounts payable
and accrued expenses 16,199 37,623 47,514
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Net cash used in operating activities (22,380) (5,216) (70,591)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock --- --- 19,825
Redemption of common stock --- --- (400)
Net proceeds from related parties 18,530 --- 51,213
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Net cash provided by financing activities 18,530 --- 70,638
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NET INCREASE (DECREASE) IN CASH (3,850) (5,216) 47
CASH, beginning of period 3,897 5,216 ---
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CASH, end of period $ 47 $ --- $ 47
========= ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes paid $ --- $ --- $ ---
========= ========== ==========
Interest paid $ --- $ --- $ ---
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TOO GOURMET, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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 and the nine
months ended September 30, 2003 are not necessarily indicative of
the results that may be expected for the year ended December 31,
2003. 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 $134,651 since
inception through September 30, 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.
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
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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. Interest on these advances is being
accrued at an annual rate of 5%. The advances together with the
interest are due on demand. Payments of the advances are to be
made as cash becomes available. At September 30, 2003, there was
approximately $51,200 payable and outstanding.
NOTE 6- SUBSEQUENT EVENT
On November 5, 2003, the Company acquired substantially all the
assets of Internationale Fachklinik, a German proprietorship
("Fachklinik"), in exchange for common stock and options.
Fachklinik is a medical laboratory and service provider of
research, analysis, and in vitro diagnosis of live biopsy tissue
samples for allergic, immunological, and environmentally related
disorders.
Pursuant to the Company's current report on Form 8-K filed on
November 5, 2003, the related historical financial statements and
pro forma financial information of Fachklinik are to be filed by
amendment on January 19, 2004.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
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 assumptions 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 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. Management cannot guarantee
that any of the assumptions 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- and nine-month periods ended September
30, 2003, and 2002, were nil.
For the three-month period ended September 30, 2003, our total
operating expenses were $11,683, as compared to operating
expenses of $37,586 in the equivalent period of our prior year.
Our expenses primarily consisted of legal and professional fees
of $9,714, as compared to $22,935 in the equivalent period of our
prior year and office supplies and expenses of $1,469, as
compared to $14,151 in the equivalent period of our prior year.
For the nine-month period ended September 30, 2003, our total
operating expenses were $38,485, as compared to operating
expenses of $47,546 in the equivalent period of our prior year.
Our expenses primarily consisted of legal and professional fees
of $30,088, as compared to $29,303 in the equivalent period of
our prior year and office supplies and expenses of $6,897, as
compared to $16,743 in the equivalent period of our prior year.
For the third quarter of our 2003 fiscal year, we experienced a
net loss of $12,300, as compared to a net loss of $37,586 in the
equivalent period of our prior year. For the first nine months
of our 2003 fiscal year, we experienced a net loss of $40,079, as
compared to a net loss of $47,546 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 nine-month period ended September 30,
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. Please see our discussion of Liquidity and
Capital Resources and of Subsequent Events.
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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 September 30, 2003,
were $47, as compared to our total assets (consisting of cash) of
nil as of September 30, 2002.
Our total liabilities (consisting of accounts payable and accrued
expenses of $47,514 and a related party payable of $51,213) were
$98,727 as of September 30, 2003, as compared with our total
liabilities of $40,123 as of September 30, 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.
Notwithstanding the transaction contemplated by the Acquisition
Agreement (as that term is defined in Subsequent Events, below),
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 half 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.
Subsequent Events.
As we reported in our Current Report on Form 8-K, pursuant to an
Asset Purchase and Sale Agreement (the "Acquisition Agreement"),
with an effective date of September 22, 2003, by and among
Prof. Dr. Dr. Hans-Jurgen Reimann ("Prof. Reimann") and Dr. Antje
Reimann ("Dr. Reimann") and Global Life Sciences, Inc., a Nevada
corporation formed as our wholly-owned subsidiary, and us, we
acquired the medical business assets and related intellectual
property of a medical laboratory and service provider, doing
business as the Internationale Fachklinik ("lab") located in
Schwerin, Germany (the "Acquired Assets and Business") from Prof.
Reimann and Dr. Reimann. The closing of the Transaction was
November 5, 2003, subject to the conclusion of the 10-day period
(the "10-day Period") that followed the date on which we filed
our Schedule 14f-1 with the Securities and Exchange Commission
and transmitted such Schedule to our stockholders of record. The
10-day Period will conclude November 18, 2003. In exchange for
the Acquired Assets and Business, we will issue to Prof. Reimann
and Dr. Reimann, and their respective designees, (i) twenty-six
million five hundred thousand (26,500,000) shares of our common
stock, $0.001 par value per share, and (ii) options to purchase
up to an additional three million five hundred thousand
(3,500,000) shares of common stock at an exercise price of $0.10
per share, exercisable on or before September 21, 2006.
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Under the direction of Prof. Reimann, Professor at University of
Rostock and at Humboldt University in Berlin, Germany, Ph.D. in
Biochemistry and Ph.D. in Medicine, the lab specializes in the
research, analysis, and in vitro diagnosis of live biopsy tissue
samples for allergic, immunological, and environmentally related
disorders. In order to improve the quality of test results,
Prof. Reimann developed and patented a unique device, known as a
"Tabox", which enables the precise analysis of the effects of
allergens and toxins on the human body in an in vitro
environment. Currently, the lab operates a total of twenty-eight
inter-clinic Tabox systems as proprietary devices, which are
available to practitioners, clinics, and other medical clients on
a lease-only basis. The lab charges its lessees a user fee for
each tissue sample processed at the lab. There can be no
assurance that the transaction contemplated by the Acquisition
Agreement will prove profitable or increase the value of our
common stock.
Item 3. Controls and Procedures.
We maintain a system of disclosure controls and procedures which
are designed to ensure that information required to be disclosed
by us in the reports filed under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the
time periods specified under the Securities and Exchange
Commission's rules and forms. Based on an evaluation performed,
our certifying officers have concluded that the disclosure
controls and procedures were effective as of the end of the
period covered by this report to provide reasonable assurance of
the achievement of these objectives.
Notwithstanding the foregoing, there can be no assurance that our
disclosure controls and procedures will detect or uncover all
failures of persons within the Company to disclose material
information otherwise required to be set forth in our reports.
There was no change in our internal control over financial
reporting during the period covered by this report that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
See "Management's Discussion and Analysis or Plan of Operation -
Subsequent Events."
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Harrysen Mittler
31.2 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Robert Byers
32.1 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of Harrysen Mittler
32.2 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of Robert Byers
* 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.
An 8-K was filed on November 5, 2003, disclosing the transaction
contemplated by the Acquisition Agreement.
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, 2003 By: /S/ HARRYSEN MITTLER
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Harrysen Mittler
Its: Chief Executive Officer
/S/ ROBERT BYERS
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Robert Byers
Its: Chief Financial Officer
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