-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UF0ZwtMFrHgSMizSe5I73rqxGrEPH1OvHsf0+VNKrSoINMyoc1D2/uFT3sGgqe+D bvpP/ONRy7R9H5OsqTw1nw== 0001139020-03-000325.txt : 20031118 0001139020-03-000325.hdr.sgml : 20031118 20031117203037 ACCESSION NUMBER: 0001139020-03-000325 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOO GOURMET INC CENTRAL INDEX KEY: 0001144499 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 330967353 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-33333 FILM NUMBER: 031009224 BUSINESS ADDRESS: STREET 1: 2020 MAIN STREET, SUITE 600 STREET 2: 2020 MAIN STREET, SUITE 600 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9493868982 10QSB 1 togrmt_10qsb.txt QUARTERLY REPORT 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 --------- TOO GOURMET, INC. ----------------- (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 33-0967353 ------------- ---------------- (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 ------------------------------------------------------------- (Address of Principal Executive Offices) c/o (949) 223-7103 ----------------------------- (Issuer's Telephone Number, Including Area Code) ------------- (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____ -1- 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 -2- TOO GOURMET, INC. (A Development Stage Company) BALANCE SHEET SEPTEMBER 30, 2003 (UNAUDITED) ASSETS ---------- CURRENT ASSETS Cash $ 47 -------- Total current assets 47 OTHER ASSETS --- -------- Total assets $ 47 ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 47,514 Related party payable 51,213 -------- 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) -------- Total stockholders' deficit (98,680) -------- Total liabilities and stockholders' deficit $ 47 ======== -3- 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 ============= ================ ============= =============== ==============
-4- 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 --------- ---------- ---------- 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 --------- ---------- ---------- Net cash used in operating activities (22,380) (5,216) (70,591) --------- ---------- ---------- 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 --------- ---------- ---------- Net cash provided by financing activities 18,530 --- 70,638 --------- ---------- ---------- NET INCREASE (DECREASE) IN CASH (3,850) (5,216) 47 CASH, beginning of period 3,897 5,216 --- --------- ---------- ---------- CASH, end of period $ 47 $ --- $ 47 ========= ========== ========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Income taxes paid $ --- $ --- $ --- ========= ========== ========== Interest paid $ --- $ --- $ --- ========= ========== ==========
-5- 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 -6- 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. -7- 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. -8- 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. -9- 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." -10- 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 ---------------------- Harrysen Mittler Its: Chief Executive Officer /S/ ROBERT BYERS -------------------------- Robert Byers Its: Chief Financial Officer -11- EX-31 3 togrmt_ex31-1.txt 302 CERT Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Harrysen Mittler, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Too Gourmet, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c. disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /S/ HARRYSEN MITTLER ---------------------------- Harrysen Mittler, Chief Executive Officer EX-31 4 togrmt_ex31-2.txt 302 CERT Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Robert Byers, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Too Gourmet, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c. disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /S/ ROBERT BYERS ------------------------- Robert Byers, Chief Financial Officer EX-32 5 togrmt_ex32-1.txt 906 CERT Exhibit 32.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with quarterly report of Too Gourmet, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I , Harrysen Mittler, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 13(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Too Gourmet, Inc. and will be retained by Too Gourmet, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /S/ HARRYSEN MITTLER ----------------------- Harrysen Mittler Chief Executive Officer Too Gourmet Inc. November 14, 2003 EX-32 6 togrmt_ex32-2.txt 906 CERT Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with quarterly report of Too Gourmet, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I , Robert Byers, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 13(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Too Gourmet, Inc. and will be retained by Too Gourmet, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /S/ ROBERT BYERS ----------------------- Robert Byers Chief Financial Officer Too Gourmet, Inc. November 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----