10QSB 1 too-10qsb_033002.txt 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 ------------- -------------- 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.) 280 White Cap Lane, Newport Coast, California 92657 ------------------------------------------------------------------------------- (Address of principal executive offices) (949) 836.8982 -------------- (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 ------------------------------ TOO GOURMET, INC. (A Development Stage Company) FINANCIAL STATEMENTS MARCH 31, 2002 2 TOO GOURMET, INC. (a development stage company) CONTENTS PAGE ---- 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 ------ Current assets Cash $ 1,750 Other current assets --- ----------- Total current assets 1,750 Other assets --- ----------- Total assets $ 1,750 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current liabilities Accounts payable and accrued expenses $ 2,696 ----------- 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) ----------- Total stockholders' deficit (946) ----------- Total liabilities and stockholders' deficit $ 1,750 =========== 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 --------------- -------------- 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 --------------- -------------- Total operating expenses 4,162 31,010 --------------- -------------- Loss from operations (4,162) (30,690) --------------- -------------- Provision for income tax expense (benefit) --- --- --------------- -------------- 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) ------------- ----------- ----------- ----------- ----------- 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) ============= =========== =========== =========== ===========
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 --------------- --------------- 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 --------------- --------------- Net cash used by operating activities (3,466) (17,675) --------------- --------------- Cash flows from investing activities --- --- --------------- --------------- Cash flows from financing activities Proceeds from issuance of common stock --- 19,825 Redemption of common stock --- (400) --------------- --------------- Net cash provided by financing activities --- 19,425 --------------- --------------- Net increase (decrease) in cash and cash equivalents (3,466) 1,750 Cash and cash equivalents, beginning of period 5,216 --- --------------- --------------- Cash and cash equivalents, end of period $ 1,750 $ 1,750 =============== =============== 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 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 -------------------------- 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. -------------------------- None. Item 2. Changes in Securities. ----------------------------- None. 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 May 14, 2001 By: ----------------------------------- Cynthia A. Bergendahl Its: President, Chief Executive Officer Secretary, Director