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 MARCH 30, 2002
( ) 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 May 14, 2001, there were
5,691,250 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
MARCH 31, 2002
2
TOO GOURMET, INC.
(a development stage company)
CONTENTS
PAGE
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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
3
TOO GOURMET, INC.
(a development stage company)
BALANCE SHEET
MARCH 31, 2002
(UNAUDITED)
ASSETS
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Current assets
Cash $ 1,750
Other current assets ---
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Total current assets 1,750
Other assets ---
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Total assets $ 1,750
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LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 2,696
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Total current liabilities 2,696
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-- 5,691,250 5,691
Additional paid-in capital 24,053
Deficit accumulated during the development stage (30,690)
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Total stockholders' deficit (946)
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Total liabilities and stockholders' deficit $ 1,750
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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) -
MARCH 31, 2002 MARCH 31, 2002
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Net revenues $ --- $ 320
Operating expenses
Consulting services --- 3,600
Legal and professional fees 1,690 23,520
Occupancy 500 500
Office supplies and expense 1,972 3,390
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Total operating expenses 4,162 31,010
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Loss from operations (4,162) (30,690)
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Provision for income tax expense (benefit) --- ---
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Net loss/comprehensive loss $ (4,162) $ (30,690)
=============== ==============
Net loss/comprehensive loss per common share--
basic and diluted $ (---) $ (---)
=============== ==============
Weighted average of common shares-- basic and diluted 5,691,250 5,752,767
=============== ==============
See accompanying notes to financial statements.
5
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
APRIL 9, 2001 (INCEPTION) THROUGH MARCH 31, 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)
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Balance, December 31, 2001 5,691,250 5,691 23,553 (26,528) 2,716
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Cost of occupancy
contributed by officer --- --- 500 --- 500
Net loss/comprehensive loss --- --- (4,162) (4,162)
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Balance, March 31, 2002 5,691,250 $ 5,691 $ 24,053 $ (30,690) $ (946)
============= =========== =========== =========== ===========
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) -
MARCH 31, 2002 MARCH 31, 2002
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Cash flows from operating activities
Net loss $ (4,162) $ (30,690)
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 500 5,219
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses 196 2,696
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Net cash used by operating activities (3,466) (17,675)
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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
Redemption of common stock --- (400)
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Net cash provided by financing activities --- 19,425
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Net increase (decrease) in cash and cash equivalents (3,466) 1,750
Cash and cash equivalents, beginning of period 5,216 ---
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Cash and cash equivalents, end of period $ 1,750 $ 1,750
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Supplemental disclosure of cash flow information
Income taxes paid $ --- $ ---
=============== ===============
Interest paid $ --- $ ---
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See accompanying notes to financial statements.
7
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 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
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 March 31, 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 $30,690 since inception through
March 31, 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.
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.
8
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
NOTE 4 - COMMON STOCK (continued)
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 5 - 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 4.
9
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 $1,750 as of March 31, 2002,
which represented all of our total assets as of March 31, 2002. We believe that
our available cash is sufficient to pay our day-to-day expenditures. Our total
liabilities were $2,696 as of March 31, 2002, which is represented by accounts
payable and accrued expenses. We have no other commitments or contingencies.
Results of Operations.
Revenues. For the three month period ended March 31, 2002, we realized no
revenues from sales of our products. We hope to increase our revenues by adding
to the capabilities of our website, which we hope will enable us to increase our
customer base. We must expand our operations to increase our revenues.
Operating Expenses. For the three month period ended March 31, 2002, our total
operating expenses were $4,162. Those expenses were represented by $1,690 for
legal and professional fees, $500 for occupancy expenses and $1,972 for office
expenses. For the three month period ended March 31, 2002, we experienced a net
loss of $4,162.
10
Our Plan of Operation for the Next Twelve Months. We have only generated $320 in
revenues from our operations from our inception on April 9, 2001 through the
three month period ended March 31, 2002. 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 products offerings as well as expand our
operations. We intend to continue to develop and expand our line of gourmet
grocery products.
We are in the process of developing our website to facilitate customer orders
and delivery. We hope that we will have credit card capability on our website by
July 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 will be operational by July 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. The balance of those funds will
need to be raised through alternative means, such as debt or equity financing.
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 $500 per month. We
believe that we will use approximately $10,000 over the next twelve months for
marketing and promotion expenses.
We have cash of $1,750 as of March 31, 2002. In the opinion of management,
available funds will satisfy our working capital requirements through May 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. If adequate funds are not available,
then our ability to expand 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.
Our belief that our officers and directors will pay our expenses is based on the
fact that our officers and directors collectively own 3,600,000 shares of our
common stock, which equals approximately 63% of our outstanding common stock. We
believe that our officers and directors will continue to pay our expenses as
long as they maintain their ownership of our common stock. Any additional
capital contributed by our management would be contributed without any
consideration. However, our officers and directors are not committed to
contribute additional capital.
In the event that we are unable to obtain financing, we may be forced to
contemplate other business activities such acquiring a third party, merging with
a third party or pursuing a joint venture with a third party in order to support
our development. In the future, we may conduct informal discussions with
potential acquisition or merger candidates, although we cannot guaranty that any
informal discussions will lead to formal negotiations. We cannot guaranty that
we will acquire or merge with a third party, or that in the event we acquire or
merge with a third party, such acquisition or merger will increase the value of
our common stock.
11
We are not currently conducting any research and development activities, other
than the development of our website. 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 as well as purchase or lease additional
equipment.
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.
12
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 14, 2001 By:
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Cynthia A. Bergendahl
Its: President, Chief Executive Officer
Secretary, Director