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

                                   FORM 10-KSB



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 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 registrant 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)                           (Zip Code)

                               c/o (949) 223-7103
                              --------------------
              (Registrant's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Act:

 Title of each class registered:   Name of each exchange on which registered:
 -------------------------------   ------------------------------------------

             None                                     None

Securities registered under Section 12(g) of the Act:

                          Common Stock, Par Value $.001
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $-0-

<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of April 9, 2003, the aggregate market value of
the voting and non-voting common equity was approximately $1,892,312.50.

As of April 3, 2003, there were 6,002,500 shares of the issuer's $.001 par value
common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                    [ ]  Yes           [X]  No

<PAGE>

                                     PART I

Item 1. Description of Business.
--------------------------------

We currently do not have any operations. Our revenue for 2001 was $320, and our
revenue for 2002 was nil.

Employees. As of April 3, 2002, we have no full-time or part-time employees. We
are not a party to any collective bargaining agreements.

Facilities. Our administrative offices are located at 2020 Main Street, Suite
6000, Irvine, CA 92614. We believe that our facilities are adequate for our
needs. We do not own any real estate.

Item 2.  Description of Property.
---------------------------------

Property held by us. As of the date specified in the following table, we held
the following property:

================================== ====================================
            Property                       December 31, 2002
---------------------------------- ------------------------------------
Cash                                                            $3,897
================================== ====================================

Our Facilities. Our headquarters are temporarily located in care of Bryan Cave
LLP, 2020 Main Street, Suite 600, Irvine, California 92614. We believe that our
facilities are adequate for our needs and that additional suitable space will be
available on acceptable terms as required. We do not own any real estate.

Item 3.  Legal Proceedings.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------
Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

<PAGE>

Our common stock has been quoted and traded on a limited and sporadic basis on
the OTC Bulletin Board operated by NASD under the trading symbol "TGOU" since
approximately August 21, 2002. The limited and sporadic trading does not
constitute, nor should it be considered, an established public trading market
for the common stock. The following table sets forth the high and low bid prices
for our common stock for the periods indicated, as reported by OTC Bulletin
Board. Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions, and may not necessarily represent actual transactions.

                                                 Bid(1)
                                           High          Low
                                           ----          ---
    Year ended December 31, 2002:
    Second Quarter from May 21, 2002(2)    $0.10         $0.075
    Third Quarter                          $1.90         $1.86
    Fourth Quarter                         $2.86         $0.64

----------
(1) The pricing herein has been adjusted to reflect the 2-for-1 forward split of
our common stock that was effective August 15, 2002.

(2) Commencing on April 18, 2002, the OTC Compliance Unit of NASD Regulation,
Inc. (the "Compliance Unit"), granted permission to a broker-dealer who wanted
to commence making a market in our common stock for it to place unpriced bid and
asked quotations on the OTC Bulletin Board. From April 19, 2002, to May 20,
2002, broker-dealers could only post unpriced bid and asked quotations for our
common stock. On May 21, 2002, broker-dealers commenced placing priced
quotations for our common stock on the OTC Bulletin Board. Accordingly, the
information in the chart, from April 19, 2002, to May 20, 2002, sets forth high
and low price data, as bid data are not available. The Company's first day of
trading was August 21, 2002. The Company's current price, as of April 9, 2002,
is $0.30.

There are currently no shares that can be sold pursuant to Rule 144 promulgated
pursuant to the Securities Act of 1933. In October 2002, we issued 20,000 shares
of our common stock, which shares may be eligible to be sold pursuant to Rule
144 in October 2003. In November 2001, our registration statement on Form SB-2
to register 2,991,250 shares of common stock held by our shareholders was
declared effective by the SEC. The approximate number of holders of record of
shares of our common stock is 41.

Securities Authorized for Issuance Under Equity Compensation Plans:

Equity Compensation Plan Information
<TABLE>
<CAPTION>

                                                                                Number of securities
                                                                                remaining available
                                                                                for future issuance
                                 Number of securities                           under equity
                                 to be issued upon      Weighted-average        compensation plans
                                 exercise of            exercise price of       (excluding securities
                                 outstanding options,   outstanding options,    reflected in column
                                 warrants and rights    warrants and rights     (a))
                                 -------------------    -------------------     ----
<S>                              <C>                    <C>                     <C>

Plan category                    (a)                    (b)                     (c)
Equity compensation plans
approved by security holders     None                   N/A                     None

Equity compensation plans not
approved by security holders     None                   N/A                     None
Total                            None                   N/A                     None

</TABLE>
<PAGE>

There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock.

On August 15, 2002, we cancelled 2,700,000 shares of our restricted common
stock. On August 16, 2002, we issued a two-for-one (2:1) forward stock split to
stockholders of record as of August 15, 2002. The split was paid on August 19,
2002 and resulted in outstanding common stock of 5,982,500 shares.

On October 9, 2002, we entered into a consulting service agreement with a third
party. Pursuant to the agreement, we were to issue 10,000 shares of our common
stock payable monthly in advance. In accordance with the agreement, we issued
the corresponding shares (20,000) for the months of October and November. On
December 6, 2002, we terminated the agreement, effective November.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

     o    a description of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    a description of the broker's or dealer's duties to the customer and
          of the rights and remedies available to the customer with respect to
          violation to such duties or other requirements of securities' laws;
     o    a brief, clear, narrative description of a dealer market, including
          "bid" and "ask" prices for penny stocks and the significance of the
          spread between the "bid" and "ask" price;
     o    a toll-free telephone number for inquiries on disciplinary actions;
     o    definitions of significant terms in the disclosure document or in the
          conduct of trading in penny stocks; and
     o    such other information and is in such form (including language, type,
          size and format), as the Securities and Exchange Commission shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

     o    the bid and offer quotations for the penny stock;
     o    the compensation of the broker-dealer and its salesperson in the
          transaction;
     o    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     o    monthly account statements showing the market value of each penny
          stock held in the customer's account.

<PAGE>

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6. Management's Discussion and Analysis of Financial Condition or 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 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. No assurance can be
given 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.

Results of Operations.

Revenues. Revenues for the year ended December 31, 2002, were nil as compared to
the prior year's revenues of $320. We must commence our operations to generate
revenues.

Operating Expenses. For year ended December 31, 2002, our total operating
expenses were $67,640 as compared to the prior year's operating expenses of
$26,528. Our expenses primarily consisted of legal and professional fees of
$50,850 as compared to $21,830 in the prior year and office supplies and
expenses of $14,790 as compared to $1,418 in the prior year. Certain of such
expenses in our 2002 fiscal year were related to the change of control
effectuated in August and the balance were primarily related to two proposed
transactions. See Our Plan of Operation for the Next Twelve Months. For our 2002
fiscal year we experienced a net loss of $68,044 as compared to a net loss in
the prior year of $26,528.

Our Plan of Operation for the Next Twelve Months.

We did not generate any revenues from operations during our 2002 fiscal year.
Our plan of operation is materially dependent upon our ability to generate
revenues and, to effectuate our business plan during the next twelve months, we
believe that we must market products and services and develop a brand image, as
well as, perhaps, change the direction of our business. To that end, on August
28, 2002, we announced that we had entered into a non-binding Letter of Intent

<PAGE>

to acquire the outstanding common stock of Veripart, Inc. subject to due
diligence review, negotiations and drafting of a Definitive Purchase Agreement
including representations and warranties standard for a transaction of this
nature and magnitude. On November 19, 2002, we also announced that we had
entered into a non-binding Letter of Intent to acquire up to 100% of the
outstanding common stock of a German automotive technology and services
provider, subject to due diligence review, negotiations and drafting of a
Definitive Purchase Agreement, including representations and warranties standard
for transactions of this nature and magnitude. As of the date of this Annual
Report, after study of each of the proposed acquisitions, we do not believe that
we will enter into Definitive Purchase Agreements with either such entity.

Liquidity and Capital Resources.

Our total assets (consisting of cash) as of December 31, 2002, were $3,897 as
compared to our total assets (consisting of cash) of $5,216 as of December 31,
2001.

Our total liabilities (consisting of accounts payable and accrued expenses of
$31,315 and a related party payable of $32,683) were $63,998 as of December 31,
2002, as compared with our total liabilities of $2,500 as of December 31, 2001,
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.

We cannot provide assurances that our available cash and other available
resources will be sufficient to pay our day-to-day expenditures during our 2003
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 may 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.

<PAGE>

Item 7.  Financial Statements
-----------------------------

The financial statements required by Item 7 are presented in the following
order:

                                TOO GOURMET, INC.
                          (A Development Stage Company)


                         REPORT AND FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


                                    CONTENTS

                                                                            PAGE
                                                                            ----

Independent Auditor's Report                                                 1

Financial Statements

     Balance Sheet                                                           2

     Statements of Operations                                                3

     Statements of Changes in Stockholders' Deficit                          4

     Statements of Cash Flows                                                5

     Notes to Financial Statements                                           6



<PAGE>





                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



To the Stockholders of
Too Gourmet, Inc.


     I have audited the accompanying balance sheet of Too Gourmet, Inc. (a
     development stage company) as of December 31, 2002, and the related
     statements of operations, changes in stockholders' deficit, and cash flows
     for the two years then ended and the period April 9, 2001 (inception)
     through December 31, 2002. These financial statements are the
     responsibility of the Company's management. My responsibility is to express
     an opinion on these financial statements based on my audit.

     I conducted my audit in accordance with generally accepted auditing
     standards in the United States of America. Those standards require that I
     plan and perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material misstatement. An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial statements. An audit also includes assessing the
     accounting principles used and significant estimates made by management, as
     well as evaluating the overall financial statement presentation. I believe
     that my audit provides a reasonable basis for my opinion.

     In my opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of Too Gourmet, Inc. (a
     development stage company) as of December 31, 2002, and the results of its
     operations and its cash flows for the two years then ended and the period
     April 9, 2001 (inception) through December 31, 2002 in conformity with
     generally accepted accounting principles in the United States of America.


                                          /s/ Quintanilla

                                          A Professional Accountancy Corporation
                                          Irvine, California

                                          March 24, 2003


                                       1
<PAGE>

                                TOO GOURMET, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                DECEMBER 31, 2002



                                     ASSETS
                                     ------

CURRENT ASSETS
   Cash                                                                $  3,897
                                                                       --------

     Total current assets                                                 3,897

OTHER ASSETS                                                               --
                                                                       --------

       Total assets                                                    $  3,897
                                                                       ========




                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

CURRENT LIABILITIES
   Accounts payable and accrued expenses                               $ 31,315
   Related party payable                                                 32,683
                                                                       --------

     Total current liabilities                                           63,998

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                                            28,469
   Deficit accumulated during the development stage                     (94,572)
                                                                       --------

     Total stockholders' deficit                                        (60,101)
                                                                       --------

       Total liabilities and stockholders' deficit                     $  3,897
                                                                       ========


                 See accompanying notes to financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                   TOO GOURMET, INC.
                             (A Development Stage Company)

                               STATEMENTS OF OPERATIONS



                                                                          APRIL 9, 2001
                                             YEAR ENDED     YEAR ENDED    (INCEPTION) -
                                             DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                 2002           2001           2002
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>

NET REVENUES                                 $      --      $       320    $       320

OPERATING EXPENSES
   Consulting services                              --            3,600          3,600
   Legal and professional fees                    50,850         21,830         72,680
   Occupancy                                       2,000           --            2,000
   Office supplies and expense                    14,790          1,418         16,208
                                             -----------    -----------    -----------

     Total operating expenses                     67,640        (26,848)        94,488
                                             -----------    -----------    -----------

LOSS FROM OPERATIONS                             (67,640)       (26,528)       (94,168)

INTEREST EXPENSE                                    (404)          --             (404)

PROVISION FOR INCOME TAX EXPENSE (BENEFIT)          --             --             --
                                             -----------    -----------    -----------

NET LOSS/COMPREHENSIVE LOSS                  $   (68,044)   $   (26,528)   $   (94,572)
                                             ===========    ===========    ===========

NET LOSS/COMPREHENSIVE LOSS PER
   COMMON SHARE-- BASIC AND DILUTED          $      (.01)   $     (--)     $      (.02)
                                             ===========    ===========    ===========

WEIGHTED AVERAGE OF COMMON SHARES--
   BASIC AND DILUTED                           5,780,900      5,771,500      5,778,000
                                             ===========    ===========    ===========


                    See accompanying notes to financial statements.

                                          3
<PAGE>

                                         TOO GOURMET, INC.
                                   (A Development Stage Company)

                          STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                        APRIL 9, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002



                                    COMMON STOCK          ADDITIONAL
                              ------------------------     PAID-IN      ACCUMULATED
                                SHARES        AMOUNT       CAPITAL        DEFICIT        TOTAL
                              ----------    ----------    ----------    ----------    ----------

Balance, April 9, 2001              --      $     --      $     --      $     --      $     --

Issuances of common stock      6,091,250         6,091        18,834          --          24,925

Expenses paid by officer            --            --           4,719          --           4,719

Redemption of stock             (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
                              ----------    ----------    ----------    ----------    ----------

Cancellation of stock         (2,700,000)       (2,700)         --            --          (2,700)

Stock split (2:1)              2,991,250         2,991          (291)         --           2,700

Issuance of common stock          20,000            20          --            --              20

Expenses paid by officer            --            --           5,207          --           5,207

Net loss/comprehensive loss         --            --            --         (68,044)      (68,044)
                              ----------    ----------    ----------    ----------    ----------

Balance, December 31, 2002     6,002,500    $    6,002    $   28,469    $  (94,572)   $  (60,101)
                              ==========    ==========    ==========    ==========    ==========



                          See accompanying notes to financial statements.

                                                 4
<PAGE>

                                              TOO GOURMET, INC.
                                        (A Development Stage Company)

                                          STATEMENTS OF CASH FLOWS


                                                                                                  APRIL 9, 2001
                                                             YEAR ENDED         YEAR ENDED        (INCEPTION) -
                                                             DECEMBER 31,       DECEMBER 31,       DECEMBER 31,
                                                                 2002               2001               2002
                                                               --------           --------           --------

CASH FLOWS FROM OPERATING EXPENSES
   Net loss                                                    $(68,044)          $(26,528)          $(94,552)
   Adjustments to reconcile net loss to net cash used
   by operating activities
     Expenses paid with common stock                                 20              5,100              5,120
     Expenses paid by officer                                     5,207              4,719              9,926
     Change in operating assets and liabilities
       Increase in accounts payable and accrued
       expenses                                                  28,815              2,500             31,315
                                                               --------           --------           --------

         Net cash used by operating activities                  (34,002)           (14,209)           (48,211)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                          --               19,825             19,825
   Redemption of common stock                                      --                 (400)              (400)
   Net proceeds from related parties                             32,683               --               32,683
                                                               --------           --------           --------

         Net cash provided by financing activities               32,683            (19,425)            52,108
                                                               --------           --------           --------

NET INCREASE/(DECREASE) IN CASH                                  (1,319)             5,216              3,897

CASH, beginning of period                                         5,216               --                 --
                                                               --------           --------           --------

CASH, end of period                                            $  3,897           $  5,216           $  3,897
                                                               ========           ========           ========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Income taxes paid                                           $   --             $   --             $   --
                                                               ========           ========           ========
   Interest paid                                               $   --             $   --             $   --
                                                               ========           ========           ========


                               See accompanying notes to financial statements.

                                                      5
</TABLE>
<PAGE>

                                TOO GOURMET, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

Business Description - Too Gourmet, Inc. (the "Company") is an internet based
gourmet grocery retailer for specialty and novelty foods and spirits. On August
15, 2002, the Company's management expanded the scope of the Company's business
model to include possible participation in the fragmented automotive parts
industry via acquisitions of their parties in both North America and Europe. The
Company was incorporated in the state of Nevada on April 9, 2001 and is
headquartered in Toronto, Ontario, Canada.

Cash Equivalents - For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments - The carrying amount of the Company's
financial instruments, which includes cash and accounts payable and accrued
expenses approximate their fair value due to the short period to maturity of
these instruments.

Recognition of Revenue - The Company records revenues upon shipment to its
customers, fee is fixed or determinable, and collectibility is reasonably
assured.

Income Taxes - The Company recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

Net Loss per Common Share - The Company has adopted the provisions of Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 requires the reporting of basic and diluted earnings/loss per share.
Basic loss per share is calculated by dividing net loss by the weighted average
number of outstanding common shares during the period.

Comprehensive Loss - The Company applies Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130
establishes standards for the reporting and display of comprehensive income or
loss, requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the period
ended December 31, 2001, the Company had no other components of its
comprehensive income or loss other than the net loss as reported on the
statement of operations.

                                       6
<PAGE>

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Reclassifications - Certain reclassifications of amounts previously reported
have been made to conform to current year presentations.

NOTE 2 - CONTINGENCIES

As shown in the accompanying financial statements, the Company has incurred a
net operating loss of $94,552 since inception through December 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.

Management's plans to continue to mitigate its losses in the near term through
the reduction of legal and professional fees that were incurred upon
incorporation; for the presentation for the preparation of the Company's Private
Offering Memorandum; and for the performance of audit and review services. In
addition, should management determine it necessary, the Company will seek to
obtain additional financing through the issuance of common stock and increase of
ownership equity.

NOTE 3 - ACCRUED EXPENSES

Accrued Wages and Compensated Absences - The Company currently does not have any
employees. The majority of development costs and services have been provided to
the Company by outside, third party vendors. As such, there is no accrual for
wages or compensated absences as of December 31, 2002 and 2001.

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.

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 through June 30th
2001.

                                       7
<PAGE>

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 months
of October and November. On December 6, 2002, the Company terminated the
agreement, effective November.

NOTE 5 - RELATED PARTY TRANSACTIONS

On April 10, 2001, the Company issued 3,550,000 shares of its common stock to an
officer for services as described in Note 4.

Periodically throughout the year, cash advances are made to the Company by a
director for payment of certain corporate expenses as related party payables.
These advances are non-interest bearing and are due on demand. Payment of the
advances are to be made as cash becomes available. At December 31, 2002, there
was approximately $33,000 payable and outstanding.




                                       8
<PAGE>

Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of Robert Byers and Harrysen Mittler. The interruption of the
services of Mr. Byers could significantly hinder our operations, profits and
future development, if a suitable replacement is not promptly obtained. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that our relations with Messrs.
Byers and Mittler are good and that we will be successful in attracting and
retaining qualified personnel, we cannot guarantee that we will be able to
continue to do so. Our officers will hold office until their resignations or
removal. The terms of the directors expire at the next annual shareholder's
meeting following their election.

Our directors and principal executive officers are as specified on the following
table:

======================== ==========   =========================================
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                49        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 was 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. Mr. Byers was appointed as
an officer and director on July 27, 2002.

<PAGE>

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 owned a 40% interest in Nordic Racing
Limited, a Formula 3000 automobile 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.
Mr. Mittler was appointed as an officer and director on July 27, 2002.

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 owned a 40% interest in Nordic Racing Limited, a Formula
3000 automobile 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. Mr. Katz was appointed as a director on July 27, 2002.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

At this time, the Company does not have meaningful operations. Upon the
development of meaningful operations, the board of directors will establish an
audit committee or a compensation committee. An audit committee typically
reviews, acts on and reports to the board of directors with respect to various
auditing and accounting matters, including the recommendations and performance
of independent auditors, the scope of the annual audits, fees to be paid to the
independent auditors, and internal accounting and financial control policies and
procedures. Certain stock exchanges currently require companies to adopt a
formal written charter that establishes an audit committee that specifies the
scope of an audit committee's responsibilities and the means by which it carries
out those responsibilities. In order to be listed on any of these exchanges, we
will be required to establish an audit committee.

The board of directors has not yet established a compensation committee. Section
16(a) Beneficial Ownership Reporting Compliance. We believe that our officers,
directors, and principal shareholders have filed all reports required to be
filed on, respectively, a Form 3 (Initial Statement of Beneficial Ownership of
Securities), a Form 4 (Statement of Changes of Beneficial Ownership of
Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers during the year ending
December 31, 2001. Our Board of Directors may adopt an incentive stock option
plan for our executive officers which would result in additional compensation.

<PAGE>
<TABLE>
<CAPTION>
=================================== ====== ============ ========= ================  ============
Name and Principal Position          Year    Annual     Bonus ($)  Other Annual       All Other
                                            Salary ($)            Compensation ($)  Compensation
----------------------------------- ------ ------------ --------- ----------------  ------------
<S>                                  <C>       <C>         <C>         <C>              <C>
Robert Byers                         2002     None         None
President, Chief Financial Officer,
Secretary, and a Director
----------------------------------- ------ ------------ --------- ----------------  ------------
Harrysen Mittler                     2002     None         None
Chief Executive Officer,
and a Director
=================================== ====== ============ ========= ================  ============
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our board of directors.

During the fiscal year 2002, the Company did not grant any options or SARs.

Stock Option Plan. We anticipate that we will adopt a stock option plan,
pursuant to which shares of our common stock will be reserved for issuance to
satisfy the exercise of options. The stock option plan will be designed to
retain qualified and competent officers, employees, and directors. Our board of
directors, or a committee thereof, shall administer the stock option plan and
will be authorized, in its sole and absolute discretion, to grant options
thereunder to all of our eligible employees, including officers, and to our
directors, whether or not those directors are also our employees. Options will
be granted pursuant to the provisions of the stock option plan on such terms,
subject to such conditions and at such exercise prices as shall be determined by
our board of directors. Options granted pursuant to the stock option plan shall
not be exercisable after the expiration of ten years from the date of grant.

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 27, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.

------------------------------------- ---------------- -------------------
     Name of Beneficial Owner/        Number of Shares   Percent of Class
             Management
------------------------------------- ---------------- -------------------
Robert Byers                               80,000              1.3%
------------------------------------- ---------------- -------------------
Harrysen Mittler                          100,000              1.7%
------------------------------------- ---------------- -------------------
Randolf Katz                                 0                 0.0%
------------------------------------- ---------------- -------------------
All directors and officers as a group     180,000              3.0%
(3 persons)
------------------------------------- ---------------- -------------------

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our 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 our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Related Party Transactions.

During the fiscal year 2002, there were no related party transactions. With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions, including, but not limited to, the
following:

     o    disclosing such transactions in prospectuses where required;
     o    disclosing in any and all filings with the Securities and Exchange
          Commission, where required;
     o    obtaining disinterested directors consent; and
     o    obtaining shareholder consent where required.

<PAGE>

Item 13.  Exhibits and Reports on Form 10-KSB
---------------------------------------------

(a) Exhibit No.
---------------
3.1           Articles of Incorporation*
              (Charter Document)

3.2           Bylaws*

* 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 last quarter of the period covered
by this annual report on Form 10-KSB.


Item 14.  Controls and Procedures
---------------------------------

     Within the 90-day period prior to the filing of this report, an evaluation
was carried out under the supervision and with the participation of the
Company's management, including the chief executive officer and chief financial
officer, of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, the chief executive officer and chief financial officer have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
Subsequent to the date of their evaluation, there were no significant changes in
the Company's internal controls or in other factors that could significantly
affect the disclosure controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

     It should be noted that the design of any system of controls is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.

<PAGE>

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Newport Beach, California, on April 9, 2003.

                                     Too Gourmet, Inc.
                                     a Nevada corporation


                                     By:   /s/ Harrysen Mittler
                                           -----------------------------------
                                           Harrysen Mittler
                                     Its:  Chief Executive Officer
                                           and a Director


                                     By:   /s/ Robert Byers
                                           -----------------------------------
                                           Robert Byers
                                           Its: President, Chief Financial
                                           Officer Secretary and a Director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


/s/ Harrysen Mittler                            April__, 2003
--------------------------------------------
Harrysen Mittler
Chief Executive Officer
and a Director


/s/ Robert Byers                                April __, 2003
--------------------------------------------
Robert Byers, President, Chief Financial Officer
Secretary and a Director


/s/ Randolf Katz                                April __, 2003
--------------------------------------------
Randolf Katz
Director

<PAGE>

                                 Certifications

I, Harrysen Mittler, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Too Gourmet, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of 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 annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual 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-14 and 15d-14) for the registrant and have:

     a)   Designated such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within the registrant, particularly during the period in which
          this annual report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   Presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, 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 in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal control or
     in other factors that could significantly affect internal control
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  April   , 2003                              By: /s/ Harrysen Mittler
                                                   Harrysen Mittler
                                                   Chief executive officer
                                                   and director
<PAGE>

I, Robert Byers, certify that:

7.   I have reviewed this annual report on Form 10-KSB of Too Gourmet, Inc.;

8.   Based on my knowledge, this annual report does not contain any untrue
     statement of 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 annual report;

9.   Based on my knowledge, the financial statements, and other financial
     information included in this annual 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 annual report;

10.  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-14 and 15d-14) for the registrant and have:

     a)   Designated such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within the registrant, particularly during the period in which
          this annual report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   Presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

11.  The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, 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 in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

12.  The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal control or
     in other factors that could significantly affect internal control
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  April  , 2003                            By: /s/ Robert Byers
                                                Robert Byers
                                                President, chief
                                                financial officer,
                                                secretary and director