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 JUNE 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
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 July 15, 2002, 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
JUNE 30, 2002
2
TOO GOURMET, INC.
(a development stage company)
CONTENTS
PAGE
----
Financial Statements (Unaudited)
Balance Sheet 4
Statements of Operations 5
Statements of Changes in Stockholders' Deficit 6
Statements of Cash Flows 7
Notes to Financial Statements 8 - 9
3
TOO GOURMET, INC.
(a development stage company)
BALANCE SHEET
JUNE 30, 2002
(UNAUDITED)
ASSETS
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Current assets
Cash $ 704
Other current assets ---
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Total current assets 704
Other assets ---
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Total assets $ 704
==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------
Current liabilities
Accounts payable and accrued expenses $ 3,741
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Total current liabilities 3,741
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 27,760
Deficit accumulated during the development stage (36,488)
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Total stockholders' deficit (3,037)
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Total liabilities and stockholders' deficit $ 704
==============
See accompanying notes to financial statements.
4
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS APRIL 9, 2001 SIX MONTHS APRIL 9, 2001
ENDED (INCEPTION) ENDED (INCEPTION)
JUNE 30, 2002 JUNE 30, 2001 JUNE 30, 2002 JUNE 30, 2002
------------- ------------- ------------- -------------
Net revenues $ --- $ --- $ --- $ 320
Operating expenses
Consulting services --- 3,600 --- 3,600
Legal and professional fees 4,678 6,070 6,368 28,198
Occupancy 500 --- 1,000 1,000
Office supplies and expense 620 35 2,592 4,010
------------ ---------- ------------ ----------
Total operating expenses 5,798 9,705 9,960 36,808
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Loss from operations (5,798) (9,705) (9,960) (36,488)
------------ ---------- ------------ ----------
Provision for income tax expense --- --- --- ---
------------ ---------- ------------ ----------
(benefit)
Net loss/comprehensive loss $ (5,798) $ (9,705) $ (9,960) $ (36,488)
============= =========== ============= ============
Net loss/comprehensive loss per
common share-- basic and diluted $ (---) $ (---) $ (---) $ (---)
============= =========== ============= ============
Weighted average of common
shares-- basic and diluted 5,691,250 5,137,381 5,691,250 5,740,243
============= =========== ============= ============
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 JUNE 30, 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)
------------- ------------ ------------ ------------- -------------
Balance, December 31, 2001 5,691,250 5,691 23,553 (26,528) 2,716
============= ============ ============ ============= =============
Cost of occupancy
contributed by officer --- --- 500 --- 500
Net loss/comprehensive loss --- --- (4,162) (4,162)
------------- ------------ ------------ ------------- -------------
Balance, March 31, 2002 5,691,250 $ 5,691 $ 24,053 $ (30,690) $ (946)
============= ============ ============ ============= =============
Cost of occupancy
contributed by officer --- --- 500 --- 500
Cost of accounting expenses
contributed by officer --- --- 3,207 --- 3,207
Net loss/comprehensive loss --- --- (5,798) (5,798)
------------- ------------ ------------ ------------- -------------
Balance, June 30, 2002 5,691,250 $ 5,691 $ 27,760 $ (36,488) $ (3,037)
============= ============ ============ ============= =============
See accompanying notes to financial statements.
6
TOO GOURMET, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS APRIL 9, 2001 SIX MONTHS APRIL 9, 2001
ENDED (INCEPTION) - ENDED (INCEPTION) -
JUNE 30, 2002 JUNE 30, 2001 JUNE 30, 2002 JUNE 30, 2002
------------- ------------- ------------- -------------
Cash flows from operating activities
Net loss $ (5,798) $ (9,705) $ (9,960) $ (36,488)
Adjustments to reconcile net loss
to net cash used by operating
activities
Cost of consulting services paid
with common stock --- 3,600 --- 3,600
Cost of legal services paid with
common stock --- 1,500 --- 1,500
Expenses paid by officer 3,707 --- 4,207 8,926
Changes in operating assets and
liabilities
Increase in accounts
payable and accrued
expenses 1,045 4,605 1,241 3,741
--------------- ------------- --------------- ---------------
Net cash used by operating activities (1,046) --- (4,512) (18,721)
Cash flows from investing activities --- --- --- ---
Cash flows from financing activities
Proceeds from issuance of common --- 19,825 --- 19,825
stock
Redemption of common stock --- --- --- (400)
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Net cash provided by
financing activities --- 19,825 --- 19,425
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Net increase (decrease) in cash (1,046) 19,825 (4,512) 704
Cash, beginning of period 1,750 --- 5,216 ---
--------------- ------------- --------------- ---------------
Cash, end of period $ 704 $ 19,825 $ 704 $ 704
=============== ============= =============== ===============
Supplemental disclosure of cash flow
information
Income taxes paid $ --- $ --- $ --- $ ---
=============== ============= =============== ===============
Interest paid $ --- $ --- $ --- $ ---
=============== ============= =============== ===============
See accompanying notes to financial statements.
7
TOO GOURMET, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 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 June 30, 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 $36,488 since inception through
June 30, 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
JUNE 30, 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 were formed to be a specialty gourmet grocer. We intend to offer our products
and product selection advice services over the Internet. 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.
We have recently ceased developing and maintaining our website because we do not
have sufficient funds. In order to complete development of our website, we need
to raise additional capital. In the event that we are unable to obtain
financing, we will 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. We have conducted
informal discussions with potential acquisition or merger candidates, although
we cannot guarantee that any informal discussions will lead to formal
negotiations. We cannot guarantee 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.
Liquidity and Capital Resources. We had cash of $704 as of June 30, 2002, which
represented all of our total assets as of June 30, 2002. Our available cash is
insufficient to pay our day-to-day expenditures. Our president has been paying
our expenses and we hope that she will continue to pay our expenses, although we
cannot guarantee that she will do so. Our total liabilities were $3,741 as of
June 30, 2002, which is represented by accounts payable and accrued expenses. We
have no other commitments or contingencies.
10
Results of Operations.
Revenues. For the six month period ended June 30, 2002, we realized no revenues
from sales of our products. We hope to generate revenues by adding to the
capabilities of our website, which we hope will enable us to increase our
customer base. In order to add those capabilities to our website, we will need
additional capital.
Operating Expenses. For the six month period ended June 30, 2002, our total
operating expenses were $9,960. Those expenses were represented by $6,368 for
legal and professional fees, $1,000 for occupancy expenses and $2,592 for office
expenses. For the six month period ended June 30, 2002, we experienced a net
loss of $9,960.
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 six
month period ended June 30, 2002. To effectuate our business plan during the
next twelve months, we must raise additional capital.
We had been in the process of developing our website to facilitate customer
orders and delivery. However, we have ceased developing our website because we
do not have any funds to complete development of the website. We need to
generate revenues or raise additional capital to complete development of that
website.
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 $704 as of June 30, 2002. In the opinion of management,
available funds will not satisfy our working capital requirements. 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 through public or
private financing as well as borrowings and other sources, such as 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 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.
11
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. We have conducted informal discussions with potential
acquisition or merger candidates, although we cannot guarantee that any informal
discussions will lead to formal negotiations. We cannot guarantee 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.
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 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.
None.
Item 2. Changes in Securities.
In April 2001, we issued 400,000 shares to Thomas E. Stepp, Jr., an employee of
Stepp Law Group, which served as our former legal counsel, in exchange for
services provided to us, which were valued at $400. In December 2001, we
redeemed those 400,000 shares of common stock owned by Mr. Stepp in exchange for
$400.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
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
July 15, 2002 By: /s/ Cynthia A. Bergendahl
-----------------------------------
Cynthia A. Bergendahl
Its: President, Chief Executive Officer
Secretary, Director