UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14f-1

Under the Securities Exchange Act of 1934

Too Gourmet, Inc.
(Exact name of registrant as specified in its corporate charter)

Commission File No. 000-33333
Nevada 33-0967353
- ------ ----------
(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) (Zip Code)

(949) 836-8982
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Registrant's telephone number

July 16, 2002

NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS

This Information Statement is being furnished to all holders of record at the
close of business on July 16, 2002 of shares of $.001 par common stock ("Common
Stock") of Too Gourmet, Inc. a Nevada corporation ("Company"), in accordance
with the requirements of Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Securities and Exchange Commission ("SEC")
Rule 14f-1.

NO VOTE OR OTHER ACTION BY OUR STOCKHOLDERS IS REQUIRED IN RESPONSE TO THIS
INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.

INTRODUCTION

On July 16, 2002, Cynthia Bergendahl, the president, secretary and a director of
the Company, agreed to enter into a share purchase transaction (the "CB Share
Purchase Transaction") with certain otherwise unaffiliated persons (the "CB
Purchasers"), whereby the CB Purchasers agreed to purchase Ms. Bergendahl's
3,000,000 shares of common stock for an aggregate consideration of $52,600. The
agreed upon closing date for the CB Share Purchase Transaction is July 27, 2002.

On July 16, 2002, Matthew Bergendahl, the treasurer and a director of the
Company, agreed to enter into a share purchase transaction (the "MB Share
Purchase Transaction") with certain otherwise unaffiliated persons (the "MB
Purchasers"), whereby the MB Purchasers agreed to purchase Mr. Bergendahl's
600,000 shares of common stock for an aggregate consideration of $10,400. The
agreed upon closing date for the MB share Purchase Transaction is July 27, 2002.

Change in the Majority of the Board of Directors

Effective with the closing of the CB Share Purchase Transaction, Ms. Bergendahl
intends to resign her positions as president, chief executive officer,
secretary, and a director of the Company; and, effective with the closing of the
MB Share Purchase Transaction, Mr. Matthew Bergendahl intends to resign his
position as treasurer and a director of the Company. New directors will be
appointed upon their resignations, which shall result in a change in the
majority of the Company's board of directors. Such new directors will consist of
directors to be nominated by Mr. and Ms. Bergendahl. These new directors are
proposed to be Messrs. Robert Byers, Harrysen Mittler, and Randolf Katz. To give
effect to this agreement, the Company's current board of directors, consisting
of Ms. Cynthia Bergendahl and Mr. Matthew Bergendahl, will resign on the day
following the tenth day that this Schedule 14f-1 information statement is mailed
to the stockholders of the Company.

Voting Securities of the Company

As of July 16, 2002, we had 5,691,250 shares of Common Stock issued and
outstanding, the Company's only class of voting securities that would be
entitled to vote for directors at a stockholders meeting if one were to be held,
each share being entitled to one vote.

Change of Control

Ms. Bergendahl has agreed to transfer 3,000,000 shares of common stock to the CB
Purchasers on the closing, and Mr. Bergendahl has agreed to transfer 600,000
shares of common stock to the MB Purchasers on the closing. The CB Purchasers
and the MB Purchasers will own an aggregate of 3,600,000 shares of common stock
subsequent to completion of the two purchase transactions. As a consequence
thereof, there will be a change in control of the Company and members of the CB
Purchasers and MB Purchasers will have voting control of the Company.

Information regarding the Company

Please read this Information Statement carefully. It describes the general terms
of the CB Share Purchase Transaction and the MB Share Purchase Transaction and
contains certain biographical and other information concerning the executive
officers and directors after the closing of the transactions contemplated by
such agreements. Additional information about the transactions contemplated by
the CB Share Purchase Transaction and the MB Share Purchase Transaction and the
business of the Company will be contained in the Company's Current Report on
Form 8-K, expected to be filed with the Securities and Exchange Commission. All
Company filings and exhibits thereto, may be inspected without charge at the
public reference section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 or obtained on the SEC's website at www.sec.gov.

EXECUTIVE COMPENSATION

The following table sets forth certain information as to our highest paid
officers and directors for our fiscal year ended December 31, 2001. No other
compensation was paid to any such officer or directors other than the cash
compensation set forth below.

SUMMARY COMPENSATION TABLE

- ---------------------------------------------- -------- ------------ ----------- --------------------- -------------------------

Annual Other Annual
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) All Other Compensation
- ---------------------------------------------- -------- ------------ ----------- --------------------- -------------------------
Cynthia Bergendahl -president, chief 2001 None None None None
executive officer, and secretary
- ---------------------------------------------- -------- ------------ ----------- --------------------- -------------------------
Matthew Bergendahl - treasurer 2001 None None None None
- ---------------------------------------------- -------- ------------ ----------- --------------------- -------------------------

Stock Option Grants

No stock options were granted to any of the Company's directors and officers
during the Company's most recent fiscal year ended December 31, 2001.

Exercises of Stock Options and Year-End Option Values

No share purchase options were exercised by the Company's officers, directors,
and employees during the fiscal year ended December 31, 2001.

Outstanding Stock Options

The Company has not granted any stock options and do not have any outstanding
stock options. Accordingly, the Company's officers and directors do not hold any
options to purchase shares of the Company's common stock.

Compensation of Directors

The Company's directors do not receive cash compensation for their services as
directors or members of committees of the board.

PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT

The following table sets forth certain information concerning the number of
shares of common stock beneficially owned as of July 16, 2002 by: (i) each
person (including any group) known to the Company to own more than five percent
(5%) of any class of the Company's voting securities, (ii) each of the Company's
directors, and (iii) officers and directors as a group. Unless otherwise
indicated, the stockholders listed possess sole voting and investment power with
respect to the shares shown.

CURRENT OFFICERS AND DIRECTORS

- ------------------- ------------------------------------- ------------------------------------- ---------------------

Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
- ------------------- ------------------------------------- ------------------------------------- ---------------------
3,600,000 shares1, president, chief
Cynthia A. Bergendahl executive officer, secretary,
280 White Cap Lane director
Common Stock Newport Coast, CA 92657 (until July 27, 2002) 63.25%
- ------------------- ------------------------------------- ------------------------------------- ---------------------
Matthew A. Bergendahl 3,600,000 shares1, treasurer,
280 White Cap Lane director
Common Stock Newport Coast, CA 92657 (until July 27, 2002) 63.25%
- ------------------- ------------------------------------- ------------------------------------- ---------------------
All directors and named executive 3,600,000 shares1
Common Stock officers as a group (2 persons) (until July 27, 2002) 63.25%
- ------------------- ------------------------------------- ------------------------------------- ---------------------

1 Cynthia A. Bergendahl, who holds 3,000,000 shares of common stock, is
the spouse of Matthew A. Bergendahl, who holds 600,000 shares of common
stock. Therefore, each beneficially owns 3,600,000 shares of common
stock.

PROPOSED OFFICERS AND DIRECTORS

- ------------------ ----------------------------------- ------------------------------------- -----------------------

Title of Class Name of Beneficial Owner Amount of Beneficial Owner Percent of Class
- ------------------ ----------------------------------- ------------------------------------- -----------------------
Robert Byers 40,000 shares, president, chief
14 Melton Grove Street financial officer, secretary, and a
North York, Ontario M2R 2G9 director
Common Stock Canada (effective July 27, 2002) *
- ------------------ ----------------------------------- ------------------------------------- -----------------------
Harrysen Mittler
16-1375 Southdown Road, #126 50,000 shares, chief executive
Mississauga, Ontario L5J 2Z1 officer, and a director
Common Stock Canada (effective July 27, 2002) *
- ------------------ ----------------------------------- ------------------------------------- -----------------------
Randolf Katz -0- shares,
2020 Main Street, Suite 600 director
Common Stock Irvine, California 92614 (effective July 27, 2002) -0-%
- ------------------ ----------------------------------- ------------------------------------- -----------------------
All directors and named executive 90,000 shares
Common Stock officers as a group (3 persons) (effective July 27, 2002) 1.6%
- ------------------ ----------------------------------- ------------------------------------- -----------------------

* Represents less than 1% of the issued and outstanding shares of
the Company's common stock.

Beneficial ownership is determined in accordance with the rules of the SEC
generally includes voting or investment power with respect to securities. In
accordance with SEC rules, shares of the Registrant's common stock which may be
acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days of the date of the table
are deemed beneficially owned by the optionees. Subject to community property
laws, where applicable, the persons or entities named in the table above have
sole voting and investment power with respect to all shares of the Registrant's
common stock indicated as beneficially owned by them.

DIRECTORS AND EXECUTIVE OFFICERS

The Company anticipates that on or about July 27, 2002, Ms. Cynthia Bergendahl
and Mr. Matthew Bergendahl will each tender a letter of resignation to the Board
to resign as directors of the Company. Messrs. Byers, Mittler, and Katz will be
appointed as directors of the Company upon the resignations of Ms. Cynthia
Bergendahl and Mr. Matthew Bergendahl.

The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company:

CURRENT EXECUTIVE OFFICERS AND DIRECTORS

- --------------------------- -------- -----------------------------------------
Name Age Position
- --------------------------- -------- -----------------------------------------
Cynthia A. Bergendahl 36 president, chief executive officer,
secretary, director
- --------------------------- -------- -----------------------------------------
Matthew A. Bergendahl 40 treasurer, director
- --------------------------- -------- -----------------------------------------

Cynthia A. Bergendahl. Ms. Bergendahl has been our president, chief executive
officer, secretary and one of our directors since our inception. Ms. Bergendahl
manages all aspects of our operations, including product development and
marketing and sales of our products. From 1998 to April 2001, Mrs. Bergendahl
has worked as a freelance journalist, and has been a columnist writing dining
reviews and other features for the Orange County Business Digest. She has been
involved in the retail food industry for many years. From 1988 to 1991, she and
her husband, Matthew Bergendahl, were the owners and operators of an upscale,
trendy cafe in Marina del Rey, California. From 1986 to 1993, they also owned
and operated a successful chain of 24-hour donut shops in the greater Los
Angeles area. Ms. Bergendahl and her husband also have teamed together since
1991 to cater numerous private parties, banquets, community and charitable
events. Ms. Bergendahl graduated with a Bachelor of Arts degree in broadcast
journalism, which she earned from California State University, Long Beach, in
1986. Ms. Bergendahl has not been a director of any other reporting company.

Matthew A. Bergendahl. Mr. Bergendahl is our treasurer and one of our directors
since our inception. Mr. Bergendahl has been involved in the retail food
industry since 1986. Since 2000, Mr. Bergendahl has been the executive chef and
kitchen manager at the Cheesecake Factory located in Irvine, California. From
1997 to 2000, he was the executive chef and manager of Spaghettini Cucina, an
upscale eatery in Long Beach, California, and in 1996, a chef at the Ritz
Carlton, located in Marina del Rey, California. From 1991 to 1995, Mr.
Bergendahl provided services as a private chef and caterer in the Los Angeles
area, at numerous private parties, banquets and other events, including
community and charitable functions. Mr. Bergendahl was also the owner and
operator of Cafe del Rey. From 1988 to 1991, he and his wife, Cynthia
Bergendahl, were the owners and operators of an upscale, trendy cafe in Marina
del Rey, California. From 1986 to 1993, Mr. Bergendahl worked with his wife as
the owner and operators of a chain of 24-hour donut shops in the greater Los
Angeles area. Mr. Bergendahl was trained at the Southern California School of
Culinary Arts in Pasadena, California, the Los Angeles Culinary Institute in
Burbank, California, and at the Culinary Institute of America at Greystone,
located in Napa Valley, California. He also possesses certificates in
Hospitality Supervision and Basic Sanitation from the American Hotel and Motel
Association, a certificate in Nutrition from The Los Angeles Culinary Institute,
and is certified as a Servsafe Food Protection Manager by the National
Restaurant Association. Mr. Bergendahl has not been a director of any other
reporting company.

PROPOSED EXECUTIVE OFFICERS AND DIRECTORS AFTER THE RESIGNATION OF CYNTHIA
BERGENDAHL AND MATTHEW BERGENDAHL

- --------------------- --------------- -----------------------------------------
Name Age Position
- --------------------- --------------- -----------------------------------------
Robert Byers 52 president, chief financial officer,
secretary, and a director
- --------------------- --------------- -----------------------------------------
Harrysen Mittler 50 chief executive officer, and a director
- --------------------- --------------- -----------------------------------------
Randolf Katz 48 Director
- --------------------- --------------- -----------------------------------------

Robert Byers. Mr. Byers has an engineering background and has devoted the last
thirty years to the automotive industry. He has been actively involved in all
facets of his family operated collision, parts and towing businesses (Byers Auto
Collision and Byers Towing & Storage Ltd., which were Toronto's oldest police
contracted towing company). In the process, he has established an extensive
network of senior management contacts within the auto body repair and insurance
industries. In 1985-1987, he was President and Director of Fairway Industries, a
re-manufacturer of stretched Lincolns, Cadillacs, and other luxury vehicles,
whose securities were publicly traded on the Alberta Exchange, now a part of the
TSE Venture Exchange, until the company was restructured more than five years
ago. In 1994-1996, he was also President and Director of Municipal Ticket
Corporation, the former police authorized vehicle-tagging company, whose
securities were publicly traded on the Canadian Venture Exchange (CDNX), also
now a part of the TSE Venture Exchange, until the company was restructured and
its operations were spun-off into a private entity.

Harrysen Mittler. Between March 9, 2001, and April 29, 2002, Mr. Mittler served
as the Chairman of the Board, President, and Secretary of Grand Prix Sports,
Inc., a publicly traded company that owns a 40% interest in Nordic Racing
Limited, a Formula 3000 racing team. From 1995 through autumn of 1999, Mr.
Mittler served as Director, President, and Chief Financial Officer of Wordcraft
Systems, Inc., a publicly traded software company. In addition to his tenure at
Grand Prix and Wordcraft, during the preceding five years, Mr. Mittler has also
served as a business consultant to a variety of private enterprises.

Randolf Katz. Between March 9, 2001, and the present, Randolf W. Katz has served
as a member of the board of directors of Grand Prix Sports, Inc., a publicly
traded company that owns a 40% interest in Nordic Racing Limited, a Formula 3000
racing team. Mr. Katz is an attorney licensed to practice in the State of
California. Since January 1, 2000, he has been a partner with Bryan Cave LLP.
During more than the preceding five years, he was a partner of Arter & Hadden,
LLP.

COMMITTEES

The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.

MEETINGS OF THE BOARD OF DIRECTORS

The Board did not hold any meetings during the fiscal year ended December 31,
2001. However, on April 10, 2001, the Board of Directors took the following
actions by written consent: approving the incorporation of the Company on April
9, 2001; appointing CSC Services of Nevada as agent for service of process;
approving the bylaws, appointing Mrs. Bergendahl as President and Secretary and
appointing Mr. Bergendahl as Treasurer and a director of the Company; adopting
the corporate seal and common share certificate; adopting December 31 as the end
of the Company's fiscal year; establishing Manufacturer's Bank as the Company's
bank; and paying the initial expenses of the Company. Also on April 10, 2001,
the Board of directors took the following actions by written consent: issuing
3,000,000 shares to Mrs. Bergendahl and 600,000 shares to Mr. Bergendahl in
exchange for services and monies spent to incorporate the Company.

On April 11, 2001, the Board of Directors took the following actions by written
consent: issuing 1,500,000 shares to certain individuals in exchange for legal
services rendered. On June 11, 2001, the Board of Directors took the following
actions by written consent: authorizing the sale and issuance of 1,000,000
shares of the Company's common stock at $.02 per share pursuant to Rule 506 of
Regulation D. On July 20, 2001, the Board of Directors took the following
actions by written consent: authorizing the preparation and filing of a
Registration Statement on Form SB-2 for the registration of 2,991,250 shares of
the Company's common stock. On October 30, 2001, the Board of Directors took the
following actions by written consent: appointing Pacific Stock Transfer Company
as the transfer agent for the Company. On November 15, 2001, the Board of
Directors took the following actions by written consent: authorizing the
redemption of 400,000 shares issued to one of its shareholders.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC. These reporting
persons also are required to furnish the Company with copies of all Section
16(a) forms they file. Based solely on the Company's review of these reports or
written representations from certain reporting persons, the Company believes
that during the fiscal year ended December 31, 2001 and during the current
fiscal year, all filing requirements applicable to the Company's officers,
directors, greater-than-ten-percent beneficial owners and other persons subject
to Section 16(a) of the Exchange Act were met.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, none of the Company's directors or officers, nor any
proposed nominee for election as one of the Company's directors, nor any person
who beneficially owns, directly or indirectly, shares carrying more than 10% of
the voting rights attached to the Company's outstanding shares, nor any of the
Company's promoters, nor any relative or spouse of any of the foregoing persons
has any material interest, direct or indirect, in any transaction since the date
of the Company's incorporation or in any presently proposed transaction which,
in either case, has or will materially affect the Company.

LEGAL PROCEEDINGS

The Company is not aware of any legal proceedings in which purchasers, any
director, officer, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company, or any affiliate of
purchaser, or of any such director, officer, affiliate of the Company, or
security holder, is a party adverse to Company or has a material interest
adverse to the Company.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

TOO GOURMET, INC.

By: /s/ Cynthia Bergendahl
--------------------------------------------
Cynthia Bergendahl
Its: President