<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

[X]      Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended June 30, 2002

[_]      Transition Report under Section 13 of 15(d) of the Securities Exchange
         Act of 1934

         For the transition period from ___________ to ___________

                       Commission file number 33-55254-10

                               GOURMET GROUP, INC.

                 (Name of small business issuer in its charter)



         Nevada                                          87-0438825
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


                        241 Fifth Avenue, Suite 302, New
                      York, NY 10016 (Address of principal
                          executive offices) (Zip code)

         Issuer's telephone number, including area code: (212) 686-1511

       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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.
Yes [X] 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. [X]

         There were no revenues for the issuer's fiscal year ended June 30,
2002.

         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, as of a specified date within the last 60 days. On
September 2, 2003: $500,360 based on the close of the Company's common stock
on September 2, 2003 at $.02 per share.

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest  practicable date. Gourmet Group, Inc. had
35,702,993 shares of common  stock  outstanding as of September 2, 2003.

Transitional Small Business Disclosure Format (check one):  Yes [ ]    No   [X]


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

Gourmet Group, Inc. ("Gourmet Group" ) is a dormant Company holding with a
dormant subsidiary, World Seair Corporation (together, the Company). In May,
2002, Gourmet Group sold its operating subsidiary, Our Food Products Group, Inc,
d/b/a Jardine Foods ("Jardine Foods"), a specialty food manufacturer and
marketer. The Company currently has no operations, and has been working to
acquire an operating business through purchase or merger.

HISTORY  AND PROSPECTS

Gourmet Group was incorporated in the state of Nevada on July 9, 1986 under the
original name of Vicuna, Inc (Vicuna). Vicuna was organized to raise capital and
then seek out, investigate and acquire any suitable asset, property or other
business potential. In connection with an Agreement and Plan of Reorganization
dated May 22, 1998, Vicuna acquired World Seair Corporation, a private Florida
corporation incorporated in June 1997. As a part of the acquisition of World
Seair Corporation, Vicuna amended its Articles of Incorporation to provide for a
name change to Seair Group, Inc. (Seair) on May 26, 1998.

On September 28, 2000, Seair entered into an Agreement and Plan of Share
Exchange with Jardine Foods, a privately-held Texas corporation. Pursuant to the
agreement, Seair acquired 7,984,194 shares of Jardine Foods Class B Common
Stock, which constituted all of the outstanding capital stock of Jardine Foods,
in exchange for issuing a total of 25,089,723 restricted shares of Seair's
common stock, $0.001 par value. As a part of the acquisition of Jardine Foods,
Seair amended its Articles of Incorporation to provide for a name change to
Gourmet Group in September 2000.

Jardine Foods was formed on May 18, 1998, for the purpose of acquiring the
assets of Amigos First Partners, LP (Amigos), which was the company that had
previously operated the business described in the Overview above. On October 13,
1998, Jardine Foods acquired the assets and assumed substantially all of the
liabilities of Best of the West, Inc., and Simple Times, Inc. (collectively
referred to as Best of the West). Jardine Foods accounted for the acquisitions
of Amigos and Best of the West under the purchase method of accounting, and
recorded a combined purchase price of approximately $6.3 million.

On September 28, 2000, all of the outstanding stock of Jardine Foods was
acquired by Gourmet Group, in exchange for 3.142424 shares of Gourmet Group
common stock for each share of Jardine Foods common stock. Immediately prior to
this acquisition, each outstanding share of Jardine Foods preferred stock was
automatically converted to approximately 1.45 shares of Jardine Foods common
stock. In addition, outstanding options to purchase common stock of Jardine
Foods were exchanged for options to purchase Gourmet Group common stock based on
the exchange ratio discussed above. The acquisition was accounted for as a
recapitalization of Jardine Foods for


                                       2
<PAGE>



financial reporting purposes, and, therefore, Jardine Foods was considered the
predecessor company.

Jardine Foods secured a $2 million line of credit and two notes payable
(together, the "First Lien") with a commercial lender, and a $1.75 million
subordinated note payable to a finance company (the " Finance Company"). The
First Lien was secured by all tangible and intangible assets of Jardine Foods.
The Finance Company had (i) a subordinated lien on Jardine Foods' assets, and
(ii) a collateral pledge of 7,984,194 shares of common stock of Jardine Foods
(the "Stock") owned by Gourmet Group, constituting all of the issued and
outstanding stock of Jardine Foods. The First Lien and the subordinated note
required the maintenance of certain financial ratios and other financial
covenants. The Company was not in compliance with certain of the financial
ratios as of March 31, 2002, and was not able to obtain waivers from the
lenders. The Company received letters of acceleration from the commercial lender
holding the First Lien as well as from the Finance Company, declaring the First
Lien and the subordinated note to be immediately due and payable.

Arising out of the negotiations and efforts to resolve the debt acceleration, on
April 12, 2002, a nominee of the Finance Company entered into an option
agreement (the "Option") to purchase the Stock (or assets) of Jardine Foods from
Gourmet Group.

On May 28, 2002, the Finance Company exercised the Option to purchase the Stock
for agreed considerations. Any remaining disputes between the Company and the
Finance Company were settled on October 15, 2002 after litigation and
arbitration. The specific terms and conditions of the settlement agreement
between the parties are the subject of a mutual confidentiality agreement.

Subsequent Events
-----------------

Since selling Jardine Foods and settling with the Finance Company, the Company
has pursued the acquisition (or other combination) of various operating
businesses. On August 27, 2003, the Company executed a Memorandum of
Understanding (the "MOU") for a share exchange with a regional real estate
developer, owner, and operator based in The People's Republic of China (the
"Chinese Company"). Pursuant to the MOU, at closing, the shareholders of the
Chinese Company will own approximately 90% of the issued and outstanding capital
stock of Gourmet Group. The MOU contemplates the execution of definitive
contracts by October 31, 2003, and a closing by November 28, 2003. However, the
MOU is non-binding and there can be no assurance that the share exchange with
the Chinese Company will occur.


CURRENT EMPLOYEES

The Company currently has no full-time employees, but the officers and directors
continue to expend time and effort to identify, negotiate, and pursue the
acquisition of, or merger with, an operating business.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company currently owns no property.

ITEM 3. LEGAL PROCEEDINGS.

There are no material existing or pending legal proceedings to which the Company
is a party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.


                                       3
<PAGE>




                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock is traded on the NASD OTC Bulletin Board under the
trading symbol "GOUG." The following table sets forth, for the periods
indicated, the range of the high and low bid quotations (as reported by NASD).
The bid quotations set forth below reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not reflect actual transactions:



Period                                             Low          High
------                                             ----        ------


Fiscal Year Ended June 30, 2003
-------------------------------
January 1, 2003 through March 31, 2003           $0.00           $0.00
Apri1, 1, 2003  June 30, 2003                    $0.00           $0.01
July 1, 2003 through September 1, 2003           $0.00           $0.02



As of September 2, 2003, there are approximately 482 holders of record of the
Company's common stock for a total of 35,702,993 shares of common stock
outstanding.

We have never declared or paid cash dividends on our common stock. We intend to
retain any future earnings for use in the operation of our business and do not
anticipate paying any cash dividends on our common stock in the foreseeable
future.

RECENT SALES OF UNREGISTERED SECURITIES

For the fourth quarter period ended June 30, 2002, the Company did not issue any
shares of its common stock that were not registered.


THE APPLICATION OF THE "PENNY STOCK REGULATION" COULD HARM THE MARKET PRICE OF
OUR COMMON STOCK

Our securities may be deemed a penny stock. Penny stocks generally are equity
securities with a price of less than $5.00 per share other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
Stock Market, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. Our
securities may be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the "penny stock rules" require the delivery, prior
to the transaction, of a disclosure schedule prescribed by the Commission
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information on the limited market in penny stocks.

                                       4
<PAGE>

Consequently, the "penny stock rules" may restrict the ability of broker-dealers
to sell our securities and may have the effect of reducing the level of trading
activity of our common stock in the secondary market. The foregoing required
penny stock restrictions will not apply to our securities if such securities
maintain a market price of $5.00 or greater. We can give no assurance that the
price of our securities will reach or maintain such a level.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion of our financial condition and results of operations
should be read together with the consolidated financial statements and the
related notes included elsewhere in this Form 10-KSB and which are deemed to be
incorporated into this section. This discussion contains forward-looking
statements that involve risks and uncertainties.

Certain statements contained in this document that are not historical facts are
"forward looking statements," as that term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
that involve a number of risks and uncertainties. Such forward-looking
statements may concern potential acquisitions and joint ventures, capital
expenditures, economic climate, strategic relationships with third parties,
liquidity and the Company's strategy. Such forward-looking statements are
generally accompanied by words such as "plan," "estimate," "expect," "believe,"
"should," "would," "could," "anticipate" or other words that convey uncertainty
of future events or outcomes. Such forward-looking statements are based upon
management's current plans, expectations, estimates and assumptions and are
subject to a number of risks and uncertainties that could significantly affect
current plans, anticipated actions, the timing of such actions and the Company's
business, financial position and results of operations. As a consequence, actual
results may differ materially from expectations, estimates or assumptions
expressed in or implied by any forward-looking statements made by or on behalf
of the Company.

OVERVIEW

The Company is a dormant holding company and is working to acquire an operating
business through purchase or merger.

NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146, " Accounting for Costs
Associated with Exit or Disposal Activities" (FAS 146). FAS 146, which will be
effective for exit or disposal activities initiated after December 31, 2002, is
not expected to have a material impact on the company's results of operation,
financial position or cash flows.

     In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" (FAS 148), which amends FAS 123, "Accounting for Stock-Based
Compensation", transition requirements when voluntarily changing to the fair
value based method of accounting for stock-based compensation and also amends
FAS 123 disclosure requirements. FAS 148 is not expected to have a material
impact on the company's results of operations, financial position or cash flow.

RESULTS OF OPERATIONS - YEAR ENDED JUNE 30, 2002 AS COMPARED TO THE YEAR ENDED
JUNE 30, 2001

REVENUE

The Company did not have any income for the year ended June 30, 2002. The
Company's total current assets increased from 25,000 at June 30, 2001 to $48,000
at June 30, 200. The Company's Total current liabilities decreased from 68,265
at June 30, 2001 to $48,000 at June 30, 2002.

The Company's selling, general and administrative expenses were $4,735 at June
30, 2002.

The Company, at June 30, 2002, had a net loss of $1,544,098 as compared to a net
loss of $632,297 at June 30, 2001.

Since inception, the Company has not generated income from operations or net
income, nor has it generated cash from operations. As such, the Company's
operations have been funded primarily by equity and debt financings. Management
believes that the Company will continue to be dependent on equity financings and
its ability to borrow under its debt agreements.

                                       6
<PAGE>

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS.

The financial information required by this item is set forth beginning on page
F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

On  May 4, 2002, Gourmet Group, Inc. dismissed Arthur Andersen LLP ("Arthur
Andersen") as the Company's independent accountants.  The decision to change the
Company's independent accountants was approved by the Company's Audit Committee.
The  Company's  Audit  Committee  has  solicited proposals from various regional
independent accountants to engage their services. Arthur Andersen's reports on
the Company's consolidated financial statements for the years ended June 30,
2001 and 2000, respectively, did not contain an adverse opinion or disclaimer of
opinion; however, the June 30, 2001 report was qualified as to uncertainty
regarding the Company's ability to continue as a going concern. During the two
years ended June 30, 2001 and the subsequent interim period preceding the
decision to change independent accountants, there were no disagreements with
Arthur Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Arthur Andersen, would have caused it to make a
reference to the subject matter of the disagreement in connection with its
reports covering such periods. During the two years ended June 30, 2001 and the
subsequent interim period preceding the decision to change independent
accountants, there were no "reportable events" (hereinafter defined) requiring
disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K promulgated under the
Securities Act of 1933. As used herein, the term "reportable event" means any of
the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.


                                       7
<PAGE>





                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding the directors and executive
officers of Gourmet Group, Inc. as of September 3, 2003. This list does not
include Jeffrey Moore and Ron hunt who are no longer directors of the Company as
of the date of this filing. A description of their respective backgrounds
follows below.



Name                          Age       Position
----                          ---       --------

Fredrick Schulman             50        Chairman, Chief Executive Officer, and
                                        President

Steven G. Weismann            40        Chief Financial Officer and Director


Steven H. Kerr                41        Vice President, Secretary and Director


All of the officers identified above serve at the discretion of the Board of
Directors of Gourmet Group, Inc.

Fredrick Schulman. Mr. Schulman is Chairman, Chief Executive Officer, and
President of Gourmet Group, Inc. and , from September 1999 until April 2002 was
Jardine Foods President, Chairman, and Chief Executive Officer. Mr. Schulman is
also President of Morgan Kent Group, Inc., a New York based merchant bank, which
has been the majority stockholder in Gourmet Group. Prior to joining Morgan Kent
Group, Inc., Mr. Schulman was the Director of Investment Banking at RAS
Securities Corp, a full service, New York based, securities broker/dealer
investment banking firm. Mr. Schulman received his B.A from Clark University in
1974 and his J.D. from Boston College School of Law in 1977. A member of the New
York Bar, Mr. Schulman practiced corporate, commercial and real estate law on a
full time basis from 1977 to 1983, after which he formed his own investment
banking firm specializing in real estate equity and debt finance, and leveraged
buy-outs.

Steven H. Kerr. Mr. Kerr has been on the Board of Directors of Gourmet Group,
Inc. since June, 1997. In the past six years he's held positions such as Vice
President of an online trading company, General Manager for Three Line Cycle
Dealership, and a sales and finance manager for a motorcycle dealership.

Steven G. Weismann. Mr. Weismann has been a Director for Gourmet Group, Inc.,
since June 1997. Mr. Weismann has served as Senior Vice President of Business
Development at Global Access Financial Services since April 2000. Prior to these
positions, Mr. Weismann was Principal Financial Officer and Director for Seair
Group, Inc. from June 1997 through September 2000 and President, Chief Executive
Officer and Director of Tradewins, Inc. from July 1999 through April 2000.

                                       8


<PAGE>



DIRECTOR COMPENSATION

We have no established compensation arrangements with our directors, but
directors may be reimbursed for their reasonable expenses incurred in connection
with the attendance at board and committee meetings. Directors are eligible to
receive options to purchase common stock under our option plans.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Based solely upon our review of copies of reports on Forms 3, 4 and 5 filed with
the Securities and Exchange Commission and representations from reporting
persons that were provided to us, we believe that our officers, directors and
10% shareholders complied with the requirements for filing such Forms for the
period ended June 30, 2002. Subsequent to such date, in August 2003, shares of
common stock have been issued to Messrs. Schulman, Weismann and Kerr for which
they intend to file a Form 4 with the Commission reporting such transactions.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth information for the fiscal year ended June 30,
2002, concerning the compensation paid and awarded to our Chief Executive
Officer and all other executive officers who earned over $100,000 (named
executive officers) during the 2002 fiscal year.

Summary Compensation Table
<TABLE>
<CAPTION>


                                                      Annual Compensation                Long Term Compensation Awards
                                                      -------------------                -----------------------------
                                                                         Other           Securities
Name and                        Fiscal                                   Annual          Underlying         All Other
Principal Position               Year      Salary        Bonus        Compensation         Options        Compensation
------------------               ----      ------        -----        ------------         -------        ------------
<S>                               <C>      <C>            <C>             <C>                <C>              <C>
Fred Schulman                     2002     $60,000        --              --                 --               --
Chief Executive Officer
And Chairman

John Trube                        2002     $40,000        --              --                 --               --
Chief Operating Officer
And President

Steven Kerr
Former Chief Executive Officer    2002      $     0       --              --                 --               --

</TABLE>



                                       9
<PAGE>



OPTION GRANTS IN 2002

No options were granted to the named executive officers during the fiscal year
ending June 30, 2002.

YEAR-END OPTION VALUES

The following table provides information about stock options held as of June 30,
2002 by our currently named executive officers.

Fiscal Year-End Option Values

<TABLE>
<CAPTION>

                                                     Number of             Value of
                                                     Securities           Unexercised
                                                     Underlying          In-the-Money
                                                    Unexercised        Options at Fiscal
                     Shares          Value        Options at Fiscal        Year End
                   Acquired on     Realized     Year End Exercisable/    Exercisable/
Name                Exercise          ($)           Unexercisable       Unexercisable
----                --------          ---           -------------       -------------

<S>                     <C>            <C>          <C>                     <C>
Fred Schulman           0              0            1,885,454 (e)                  0
                                                            0 (u)                  0


Steven Kerr             0              0                    0                      0

</TABLE>


The last trading price of Gourmet Group's common stock on August 29, 2003 was
$0.02.

                                       10
<PAGE>



STOCK OPTION PLAN

General. We adopted our 2000 Incentive Plan on September 1, 2000. The plan
authorizes the issuance of up to 5,000,000 shares of our common stock through
the grant of stock awards and stock options. If options granted under the plan
expire or are terminated for any reason without being exercised, the shares of
common stock underlying such grant will again be available for purposes of the
plan.

For the fiscal year ended June 30, 2002 and subsequently to the date of this
filing, we have not issued any options or shares of common stock pursuant to the
2000 Incentive Plan.

EMPLOYMENT AGREEMENTS

None.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding ownership of
Gourmet Group, Inc.'s common stock as of September 2, 2003 by:

(i) each person known to us to own beneficially more than 5% of Gourmet Group
outstanding common stock;

(ii) each director of Gourmet Group;

(iii) each executive officer named in the summary compensation table; and

(iv) all directors and executive officers of Gourmet Group as a group.

Share ownership is based on 35,702,993 shares of common stock outstanding on
September 2, 2003. Unless otherwise noted, the address for each stockholder is
the address of the Company..


<TABLE>
<CAPTION>

                                                                          Percent of Shares
Name and Address of Beneficial Owner               Number of Shares      Beneficially Owned
------------------------------------               ----------------      ------------------

<S>                                                    <C>                      <C>
JGS Supermarket Management Corp.                       6,000,000                16.8%

Daniel N. Matheson (1)                                 2,356,818                 6.6%

Alfi Express                                           2,000,000                 5.6%

Bain Investments                                       2,000,000                 5.6%

Fredrick Schulman (2)                                  5,700,000                 9.1%

Lois Shapiro(3)                                        2,199,697                6.16%

Steven H. Kerr                                         2,560,259                 1.1%

Steven G. Weismann                                     2,478,758


Directors and Executive Officers of Gourmet           10,685,017                29.9%
Group as a Group

</TABLE>


                                       11

<PAGE>

(1) Includes 23,568 shares underlying currently exercisable options.

(2) Includes 1,884,000 shares underlying currently exercisable options and
741,364 shares owned by Mr. Schulman's wife, Lois Shapiro.

(3) Includes 1,884,000 shares underlying currently exercisable options held by
Ms. Shapiro's husband, Fredrick Schulman.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company had an agreement with a related-party consulting company under which
consulting services will be provided through February 2002. The Company's chief
executive officer is also the principal of the consulting company. The services
provided include consultation in the area of merger and acquisition
opportunities, equity and debt financing, strategic planning and other aspects
of the business. Fees and expenses paid for these services under the agreement
are approximately $5,500 per month. The Company believes that the fees paid and
services received are equivalent to those obtainable from an unaffiliated third
party.

                                       12
<PAGE>




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following exhibits are filed as part of this report:



Exhibit No.*      Description of Exhibit
------------      ----------------------

   3.1 [1]        Restated Articles of Incorporation of Gourmet Group,
                  Inc.

   3.2 [2]        By-laws of Gourmet Group, Inc.

  10.1 [3]        Agreement and Plan of Share Exchange, dated as of
                  September 28, 2000, among Gourmet Group, Inc., Our Food
                  Products Group, Inc. and the shareholders of Our Food
                  Products Group, Inc.

  10.2 [1]        Gourmet Group, Inc. 2000 Incentive Plan.

  10.3 [1]        Credit and Security Agreement by and between Our Food
                  Products Group, Inc. and Wells Fargo Business Credit,
                  Inc., dated as of May 31, 2000.

  10.4 [1]        Amendment, dated September 28, 2000, to Credit and
                  Security Agreement, with Gourmet Group, Inc. as an
                  additional party.

  10.5 [1]        Deed of Trust, Security Agreement and Financing
                  Agreement, dated as of May 31, 2000, given by Our Food
                  Products Group, Inc. unto a trustee for Wells Fargo
                  Business Credit, Inc.



                                       13
<PAGE>


      Exhibit No.*      Description of Exhibit
      ------------      ----------------------

        10.6 [1]        Guaranty, dated as of September 28, 2000, made by
                        Gourmet Group, Inc. for Wells Fargo Business Credit,
                        Inc.

        10.7 [1]        Keep Well Agreement, dated as of May 31, 2000, among Our
                        Food Products Group, Inc., Morgan Kent Group, Inc. and
                        Wells Fargo Business Credit, Inc.

        10.8 [1]        Amendment to Keep Well Agreement, dated as of September
                        28, 2000.

        10.9 [1]        Pledge Agreement, dated September 28, 2000, between
                        Gourmet Group, Inc. and KBK Financial, Inc.

          11            Statement re computation of per share earnings (See
                        Financial Statements).

          16 [1]        Letter of Meeks, Dorman & Company, P.A. to the
                        Securities and Exchange Commission pursuant to the
                        requirements of Item 304(a)(3) of Regulation S-K.

          21.1          List of Subsidiaries of Gourmet Group, Inc.

          31            Section 302 Certification dated September 2, 2003.

          32            Section 906 Certification dated September 2, 2003.



* Number inside brackets indicate documents from which exhibits have been
incorporated by reference.

[1] Incorporated by reference to the Registrant's Current Report on Form 8-K
dated September 28, 2000 and filed with the Commission on October 13, 2000.

[2] Incorporated by reference to Vincuna, Inc.'s Registration Statement on Form
S-1 (No. 33-55254-10) which became effective on June 30, 1993 and which was
filed jointly with other companies with the consent of the Securities and
Exchange Commission.

[3] Incorporated by reference to Exhibit 10.1 to the Schedule 13D filed by
Morgan Kent Group et al. on October 10, 2000 relating to Gourmet Group common
stock.

(b) Reports on Form 8-K

In May, 2002, the Company filed a Form 8-K with the Commission regarding the
fact that Gourmet Group, Inc. dismissed Arthur Andersen LLP as the Company's
independent accountants.

                                       14
<PAGE>



                                   SIGNATURES

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

                                          GOURMET GROUP, INC.





Date:  September 2, 2003                  By: /s/ Fred Schulman
                                            ----------------------
                                            Fred Schulman
                                            Chairman and Chief
                                            Executive Officer



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.




Signature                                           Date
---------                                      ---------------

/s/Fred Schulman                               September 2, 2003
-------------------------------------
Fred Schulman
Chairman and Chief Executive Officer


/s/ Steven Weismann                            September 2, 2003
-------------------------------------
Steven Weismann
Chief Financial Officer (Principal Financial
and Accounting Officer) and Director


/s/ Steven H. Kerr                             September 2, 2003
------------------------------------
Steven H. Kerr
Director

                                       15
<PAGE>


                       GOURMET GROUP, INC. AND SUBSIDIARY


                              FINANCIAL STATEMENTS
                                      WITH
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

                             JUNE 30, 2002 AND 2001


<PAGE>



                                    CONTENTS



                                                                  PAGE

Report of Independent Public Accountants                           F-1

Financial Statements
        Consolidated Balance Sheets                                F-2
        Consolidated statements of
              Operations and Accumulated Deficit                   F-3
              Stockholders' Equity                                 F-4
              Cash Flows                                           F-5

Notes to Consolidated Financial Statements                      F-6 - F-9


<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Board of Directors and
Stockholders of Gourmet Group, Inc.

We have audited the  accompanying  consolidated  balance sheet of Gourmet Group,
Inc., (a Nevada  corporation),  and its  subsidiary as of June 30, 2002, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the year then ended. These consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  consolidated  financial  statements  based on our audits.  The
financial statements of Gourmet Group, Inc. as of June 30, 2001, were audited by
other  auditors  whose report dated October 12, 2001,  expressed an  unqualified
opinion on those statements,  assuming that the Company will continue as a going
concern.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Gourmet Group, Inc.,
and its subsidiary as of June 30, 2002, and the results of their  operations and
their  cash  flows  for the year  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.


BERNSTEIN PINCHUK & KAMINSKY LLP

New York, New York
August 29, 2003


                                      F-1
<PAGE>




                         GOURMET GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             June 30, 2002 and 2001


<TABLE>
<CAPTION>


                                                                  2002               2001

                                       ASSETS

<S>                                                          <C>                <C>
Current Assets
   Other receivables                                         $      48,000      $           -
   Other current assets                                                  -             25,000
                                                             --------------     --------------
       Total current assets                                         48,000             25,000

   Net assets of subsidiary sold                                         -          1,592,098
                                                             --------------     --------------
                                                             $      48,000      $   1,617,098
                                                             ==============     ==============


                        LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Current Liabilities
   Other current liabilities                                 $      48,000      $      68,265
                                                             --------------     --------------
        Total current liabilities                                   48,000             68,265
                                                             --------------     --------------

STOCKHOLDERS' EQUITY

   Common Stock, $0.001 par value; 50,000,000 shares authorized;
       28,582,384 shares issued and outstanding in 2002 and 2       28,582             28,582
   Additional paid-in capital                                    3,501,353          3,501,353
   Accumulated deficit                                          (3,529,935)        (1,981,102)
                                                             --------------     --------------
                                                                         -          1,548,833
                                                             --------------     --------------
                                                             $      48,000      $   1,617,098
                                                             ==============     ==============

</TABLE>

            See accountant's report and notes to financial statements

                                       F-2



<PAGE>



                         GOURMET GROUP, INC. AND SUBSIDIARY
                         CONSOLIDATED STATEMENT OF OPERATIONS
                         Years ended June 30, 2002 and 2001


<TABLE>
<CAPTION>

                                                                 2002             2001
<S>                                                          <C>              <C>
Income                                                       $         -      $         -
                                                             ------------     ------------

General and administrative expenses                                4,735                -

Discontinued Operations (Note 4)
     Loss from operations of discontinued component              545,605          632,297
     Loss on disposal of discontinued component                  998,493                -

                                                             ------------     ------------
     Loss from discontinued operations                         1,544,098          632,297
                                                             ------------     ------------
NET LOSS                                                     $ 1,548,833      $   632,297
                                                             ============     ============


Net loss per share - basic and diluted                       $       .05      $       .02
</TABLE>

                                      F-3
<PAGE>

                      GOURMET GROUP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      Years ended June 30, 2002 and 2001


<TABLE>
<CAPTION>

                                                                 Common stock          Additional                       Total
                                                           ------------------------      paid-in    Accumulated      stockholders'
                                                           Shares           Amount       capital      deficit          equity
                                                           -----------------------------------------------------------------------

<S>                                                         <C>           <C>          <C>           <C>              <C>
Balance at June 30, 2000                                    24,012,420    $ 24,012     $ 3,348,563   $ (1,348,805)    $ 2,023,770

Issuance of stock to purchase Seair                          2,887,746       2,887         (66,319)                       (63,432)
Purchase price adjustment related to acquisition of Seair            -           -          20,167                         20,167
Issuance of stock                                            1,075,732       1,076          30,924                         32,000
Exercise of stock options                                      606,486         607          43,323                         43,930
Issuance of note receivable in exchange for exercise                                                                            -
    of stock options                                                 -           -         (43,750)                       (43,750)
Capital contribution by majority stockholder                         -           -         168,445                        168,445
Net loss                                                             -           -                       (632,297)       (632,297)
                                                           -----------------------------------------------------------------------

Balance at June 30, 2001                                    28,582,384      28,582       3,501,353     (1,981,102)      1,548,833

Net loss                                                                                               (1,548,833)     (1,548,833)
                                                           -----------------------------------------------------------------------

Balance at June 30, 2002                                    28,582,384    $ 28,582     $ 3,501,353   $ (3,529,935)    $        -
                                                           =======================================================================
</TABLE>

                                      F-4

<PAGE>

                         GOURMET GROUP, INC. AND SUBSIDIARY
                         Consolidated STATEMENT OF CASH FLOWS
                         Years ended June 30, 2002 and 2001



<TABLE>
<CAPTION>

                                                       2002              2001

<S>                                                <C>               <C>
Cash flows from operating activities
  Net Loss                                         $ (1,548,833)     $   (632,297)
                                                   -------------     -------------
  Adjustments  to  reconcile  net  income
  to net  cash  provided  by  operating
  activities:
   Amortization of prepaid expenses                      25,000                 0
    Loss on disposal of discontinued component          998,493                 0
    Loss from operations of discontinued component      545,605           632,297
   Increase in current liabilities                       48,000                 0
   Writeoff of old liabilities                          (68,265)                0
                                                   -------------     -------------
    Total adjustments                                 1,548,833           632,297
                                                   -------------     -------------
  Net cash provided (used) by operating activities            0                 0
                                                   -------------     -------------

Net increase (decrease) in cash and equivalents               0                 0
Cash and equivalents, beginning of year                       0                 0
                                                   -------------     -------------
Cash and equivalents, end of year                  $          0      $          0
                                                   =============     =============


There were no payments made for interest or taxes.

</TABLE>

                                      F-5
<PAGE>



GOURMET GROUP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2002
-------------------------------------------------------------------------------


1.   Nature of Business and Organization

     Gourmet Group, Inc.,  formerly known as Seair Group, Inc. (Seair), a Nevada
     corporation,  and its wholly owned  subsidiary,  World Seair Corporation (a
     dormant corporation with no operations) are collectively referred to as the
     Company.  The  Company  is  presently  dormant as it  disposed  of its only
     operating  subsidiary,  Our Food Products  Group,  Inc. ("Our Food") in the
     current year.


2.   Summary of Significant Accounting Policies

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  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.

     Principles of Consolidation

     The financial  statements are presented on a consolidated basis and include
     the accounts of Gourmet Group,  Inc., World Seair  Corporation and Our Food
     Products  Group,  Inc.  (disposed of as of May 28, 2002).  All  significant
     intercompany   balances   and   transactions   have  been   eliminated   in
     consolidation.

     Income Taxes

     The Company  accounts  for income taxes in  accordance  with SFAS No. 109,
     "Accounting for Income Taxes."  Deferred taxes are determined  based on the
     difference  between  the  financial  statement  and tax basis of assets and
     liabilities  using  enacted  tax  rates in effect in the years in which the
     differences are expected to reverse.  Valuation allowances are provided if,
     based upon the weight of  available  evidence,  it is more  likely than not
     that some or all of the deferred tax assets will not be realized.



                                      F-6
<PAGE>

GOURMET GROUP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2002
-------------------------------------------------------------------------------

     Loss Per Share

     Loss per share has been  calculated  in accordance  with the  provisions of
     SFAS No. 128, "Earnings Per Share." The basic loss per share is computed by
     dividing  net  loss  by  the  weighted  average  number  of  common  shares
     outstanding  during the year.  Due to the Company's net loss,  diluted loss
     per share is the same as basic since the effect of considering  outstanding
     common share equivalents would be antidilutive.

     Recently Issued Accounting Pronouncements

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
     Accounting  Bulletin No. 101 (SAB 101),  "Revenue  Recognition in Financial
     Statements,"  as  amended,  which was  effective  no later than the quarter
     ended June 2001. SAB 101 clarifies the SEC's views regarding recognition of
     revenue.  The adoption of SAB 101 did not have a significant  impact on the
     Company's financial position or results of operations.

     Reclassifications

     Certain items previously  reported in specific financial statement captions
     have been reclassified to conform with the current year presentation.

3.   COMMON STOCK

     The Company has 50,000,000 authorized shares of common stock. Each share of
     common stock is entitled to one vote.  The holders of common stock are also
     entitled to receive dividends whenever funds are legally available and when
     declared by the Board of Directors,  subject to the prior rights of holders
     of all classes of stock outstanding.


                                      F-7
<PAGE>

GOURMET GROUP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2002
-------------------------------------------------------------------------------

4.   DISPOSAL OF SUBSIDIARY

     Our Food had a $2  million  line of  credit  and two notes  payable  with a
     commercial  lender,  and $1.75  million  subordinated  note  payable to KBK
     Financial,  Inc. ("KBK").  The line of credit and the notes were secured by
     all tangible and intangible  assets of Our Food,  d/b/a Jardine Foods.  KBK
     had a  subordinated  lien  on Our  Food's  assets  and,  in  addition,  the
     Company's  7,984,194  shares  of common  stock of Our Food  (the  "Stock"),
     constituting  all of the issued  and  outstanding  stock of Our Food,  were
     pledged to KBK as further  collateral.  The line of credit,  the notes, and
     the subordinated  note required the maintenance of certain financial ratios
     and other financial covenants.  Our Food was not in compliance with certain
     of the  financial  ratios as of March 31, 2002,  and was not able to obtain
     waivers from the lenders. The Company received letters of acceleration from
     the  commercial  lender and from KBK,  declaring  the line of  credit,  the
     notes, and the subordinated note to be immediately due and payable.

     Arising  out  of  the   negotiations   and  efforts  to  resolve  the  debt
     acceleration,  on April 12, 2002, KBK Mezzanine Partners, a nominee of KBK,
     entered into an agreement  (the "Option) to purchase the Stock or assets of
     Our Food from the Company.

     On May 28, 2002,  KBK exercised the Option to purchase the Stock for agreed
     considerations.  There were remaining disputes between the Company and KBK,
     which were  settled on October  15,  2002 by a  Compromise  and  Settlement
     Agreement, settling a certain matter entitled KBK Financial, Inc. d/b/a KBK
     Mezzanine Partners and Star Brands v. Gourmet Group, Inc. in Texas District
     Court,  Tarrant County. The specific terms and conditions of the Compromise
     and  Settlement  Agreement  are the  subject  of a  Mutual  Confidentiality
     Agreement. The Company was released from any further obligations concerning
     Our Food.

5.   INCOME TAXES

     At  June  30,  2002,   the  Company  has  Federal  NOL   carryforwards   of
     approximately  $6,000,800  available to reduce future taxable income, which
     begin to expire in 2019.

     Under the  provisions  of the Internal  Revenue Code,  certain  substantial
     changes in the Company's ownership may result in a limitation on the amount
     of net operating loss carry forwards, which can be used in future years.


                                      F-8
<PAGE>

GOURMET GROUP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 2002
-------------------------------------------------------------------------------


6.   COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS

     On August 27, 2003, the Company executed a Memorandum of Understanding (the
     "MOU")  for a  share  exchange  with  a real  estate  owner,  operator  and
     developer  based in The  People's  Republic of China (the  "Chinese  Co."),
     pursuant to which,  the Chinese Co.'s  shareholders  will, at closing,  own
     approximately  90% of the  issued  and  outstanding  capital  stock  of the
     Company.

     The MOU is  non-binding  and thus there can be no assurance  that the share
exchange will occur.




                                      F-9

<PAGE>