passed glucose but was borderline

Ok ladies! I had my glucose test 2 weeks ago and I got a phone call saying I passed and my numbers were good. Then at my last appointment my doctor told me that I was borderline and wants me to cut out sugar and carbohydrates. No bread, rice, noodles.. etc.. practically everything I live off of. I'm a very picky eater so what are some good foods I can eat?! He says even though I passed the test it doesn't mean that I still won't get gestational diabetes. I guess he's being cautious so me and baby will be healthy which I am thankful for! Just need some ideas!