Attached files
As
filed with the Securities and Exchange Commission on March 11, 2009
Registration
No. 333-_______
U.
S. SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
———————
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
———————
Frozen Food Gift Group, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware
|
5961
|
27-1668227
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
8067
Quarterfield Rd, Severn, MD 21144
866-492-7826
(Address,
including zip code, and telephone number, including area code, of registrant's
principal executive offices)
———————
Jonathan
F. Irwin, Chief Executive Officer
8067
Quarterfield Rd, Severn, MD 21144
866-492-7826
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
———————
Approximate date of commencement of
proposed sale to the public: As soon as practicable after this
registration statement becomes effective.
———————
Approximate Date of Commencement of
Proposed Sale to the Public: from time to time after the effective
date of this Registration Statement as determined by market conditions and other
factors.
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ¨
If this
form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
|
o |
Accelerated
filer
|
o | ||
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
o |
|
Smaller
reporting company
|
þ
|
CALCULATION
OF REGISTRATION FEE
Title
of Class of Securities
to
be Registered(1)
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price Per Share (1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
||||
Common
stock, $0.0001 par value
|
16,000,000
|
$0.05
|
$800,000
|
$57
|
||||
Total
|
16,000,000
|
$0.05
|
$800,000
|
$57
|
(1) | These shares will be sold at this fixed price of $0.05 until the common stock becomes quoted on the Over-the-Counter (“OTC”) Bulletin Board or listed on a securities exchange. |
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT
TO COMPLETION
DATED
MARCH 11, 2010
PROSPECTUS
FROZEN
FOOD GIFT GROUP
16,000,000
Shares of Common Stock
This
prospectus (the “Prospectus”) relates to the sale of 16,000,000 shares of our
common stock, par value of $0.0001, by certain individuals and entities who
beneficially own shares of our common stock. The offering price per share is a
fixed price of $0.05. The shares will be sold at this fixed price of $0.05 until
the common stock becomes quoted on the Over-the-Counter Bulletin Board or listed
on a securities exchange.
There is
no guarantee our securities will ever trade on the OTC Bulletin Board or any
other securities exchange. Assuming that a public market for our shares develops
and is maintained, it is anticipated that the Selling Shareholders will offer
shares in market transactions through FINRA member brokerage firms, and from
time to time will sell some or all of the shares being offered. The initial
offering price may not reflect the market price of our shares after the
offering. There is no minimum purchase requirement for prospective Shareholders.
We are paying the expenses of, but are not receiving any proceeds from, this
Offering.
INVESTING
IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE “RISK
FACTORS” BEGINNING ON PAGE 5 TO READ ABOUT FACTORS YOU SHOULD CONSIDER
BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
The
date of this Prospectus is March___, 2010
TABLE
OF CONTENTS
Prospectus Summary | 1 | |||
About this Offering | 4 | |||
Risk Factors | 5 | |||
Forward Looking Statements | 10 | |||
Use of Proceeds | 10 | |||
Determination of Offering Price | 10 | |||
Selling Stockholder | 11 | |||
Plan of Distribution | 12 | |||
Legal Proceedings | 14 | |||
Directors, Executive Officers, Promoters and Control Persons | 14 | |||
Committees; Audit Committee Financial Expert. | 15 | |||
Security Ownership of Certain Beneficial Owners and Management | 16 | |||
Description of Securities to be Registered | 18 | |||
Interests of Named Experts and Counsel | 19 | |||
Disclosure of SEC Position of Indemnification for Securities Act Liabilities | 19 | |||
Experts | 19 | |||
Validity of Securities | 19 | |||
Description of Business | 20 | |||
Note Regarding Forward-Looking Statements | 25 | |||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |||
Description of Property | 29 | |||
Certain Relationships and Related Transactions | 29 | |||
Market for Common Equity and Related Stockholder Matters | ||||
Executive Compensation | 30 | |||
Compensation of Directors | 33 | |||
Index to Financial Statements | F-1 |
i
GENERAL
As
used in this Prospectus, references to “the Company,” “Frozen Food” “we”, “our,”
“ours” and “us” refer to Frozen Food Gift Group, Inc., unless otherwise
indicated. In addition, any references to our “financial statements” are to our
consolidated financial statements except as the context otherwise
requires.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that you
should consider before investing in the common stock. You should carefully
read the entire Prospectus, including “Risk Factors”, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and the Financial
Statements, before making an investment decision.
The
Company is an e-commerce retailer that sells and ships frozen desserts
throughout the US to both consumer and business customers. The products are
typically purchased as mail order gifts. Common B2C purchase occasions include
birthdays, holidays and thank you gifts. Common B2B purchase occasions include
thank you gifts to customers and employee recognition. Orders can be placed
twenty-four hours a day through the company’s online store.
Our
current headquarters are located at 8067 Quarterfield Rd, Severn, MD 21144. Our
website is located at www.SendaScoop.com. Our telephone number is
866-492-7826.
Going
Concern
Our
consolidated financial statements have been prepared assuming we will continue
as a going concern. The Company has experienced a loss from operations during
its development stage as a result of its investment necessary to achieve its
operating plan, which is long-range in nature. For the period from
inception to December 31, 2009, the Company incurred a net loss of approximately
$336,000. The Company's ability to continue as a going concern is
contingent upon its ability to attain profitable operations by securing
financing and implementing its business plan. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates. The Company’s financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern. These factors, among others, raise substantial doubt about our ability
to continue as a going concern. Our consolidated financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
Assurances cannot be given that adequate financing can be obtained to meet our
capital needs. If we are unable to generate profits and unable to continue to
obtain financing to meet our working capital requirements, we may have to
curtail our business sharply or cease operations altogether. Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
to meet our obligations on a timely basis to retain our current financing, to
obtain additional financing, and, ultimately, to attain profitability. Should
any of these events not occur, we will be adversely affected and we may have to
cease operations.
Management
has been able, thus far, to finance the losses and the growth of the business,
through private placements of its common stock and the issuance of debt. The
Company is continuing to attempt to increase revenues within its core
businesses
1
Frozen
Food Gift Group, Inc.
|
||||
d/b/a
Sendascoop.com
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||||
(A
Development Stage Company)
|
||||
Statements
of Operations
|
||||
For
the Year Ended December 31, 2009, and for the Period
|
||||
From
January 2, 2009 (Inception) to December 31,
2009
|
From
January 2, 2009 (Inception) to December 31, 2009
|
2009
|
|||||||
Revenue,
net
|
$ | - | $ | - | ||||
Cost
of goods sold
|
- | - | ||||||
Gross
income
|
- | - | ||||||
Expenses:
|
||||||||
General
and administrative expenses
|
336,111 | 336,129 | ||||||
336,111 | 336,129 | |||||||
Net
loss
|
$ | (336,111 | ) | (336,129 | ) | |||
Loss
per common share - Basic and fully diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average number of shares outstanding - Basic and fully
diluted
|
100,847,043 | 100,847,043 |
See
accompanying notes to financial statements.
2
d/b/a
Sendascoop.com
|
|
(A
Development Stage Company)
|
|
Balance
Sheet
|
|
December
31, 2009
|
ASSETS
|
||||
Current
Assets:
|
||||
Cash
|
$ | 13,114 | ||
Prepaid
expenses
|
91,667 | |||
Total
current assets
|
$ | 104,781 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable and accrued expenses
|
$ | 262,500 | ||
Loans
payable - stockholders
|
47,400 | |||
Loans
payable - other
|
30,000 | |||
Total
current liabilities
|
339,900 | |||
Stockholders'
(deficit):
|
||||
Common
stock, $0.00001 par value; 20,000,000,000 shares authorized,
101,184,000 issued and outstanding
|
1,012 | |||
Additional
paid in capital
|
99,980 | |||
Deficit
accumulated during development stage
|
(336,111 | ) | ||
(235,119 | ) | |||
$ | 104,781 |
See
accompanying notes to financial statements.
3
ABOUT
THIS OFFERING
Common
Stock outstanding prior to the offering
|
|
101,184,000
|
Common
stock to be sold by the selling stockholder
|
|
16,000,000(1)
|
Common
Stock to be outstanding after the offering
|
|
101,184,000
|
Use
of proceeds
|
|
We
will not receive any proceeds from the sale of the common stock
hereunder.
|
———————
|
(1)
|
Consists
of 16,000,000 shares underlying common stock ownership, based on the
assumed price of $0.05 per share.
|
4
RISK
FACTORS
The
shares of our common stock being offered for resale by the selling security
holder are highly speculative in nature, involve a high degree of risk and
should be purchased only by persons who can afford to lose the entire amount
invested in the common stock. Before purchasing any of the shares of common
stock, you should carefully consider the following factors relating to our
business and prospects. If any of the following risks actually occurs, our
business, financial condition or operating results could be materially adversely
affected. In such case, the trading price of our common stock could decline and
you may lose all or part of your investment.
We
have been the subject of a going concern opinion by our independent
auditors who have raised substantial doubt as to our ability to continue
as a going concern
Our
consolidated financial statements have been prepared assuming we will continue
as a going concern. The Company has experienced a loss from operations during
its development stage as a result of its investment necessary to achieve its
operating plan, which is long-range in nature. For the period from
inception to December 31, 2009, the Company incurred a net loss of approximately
$336,000. The Company's ability to continue as a going concern is
contingent upon its ability to attain profitable operations by securing
financing and implementing its business plan. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates. The Company’s financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern. These factors, among others, raise substantial doubt about our ability
to continue as a going concern. Our consolidated financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
Assurances cannot be given that adequate financing can be obtained to meet our
capital needs. If we are unable to generate profits and unable to continue to
obtain financing to meet our working capital requirements, we may have to
curtail our business sharply or cease operations altogether. Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
to meet our obligations on a timely basis to retain our current financing, to
obtain additional financing, and, ultimately, to attain profitability. Should
any of these events not occur, we will be adversely affected and we may have to
cease operations.
Management
has been able, thus far, to finance the losses and the growth of the business,
through private placements of its common stock and the issuance of debt. The
Company is continuing to attempt to increase revenues within its core
businesses
5
As
a development stage company, our business and prospects are difficult to
evaluate because we have minimal operating history and our business model is
evolving, an investment in us is considered a high-risk investment whereby you
could lose your entire investment.
The
Company is currently operating at a loss, and there is no assurance that the
business development plans and strategies of the Company will ever be
successful, or that the Company will ever be able to operate profitably. If we
cannot operate profitably, you could lose your entire investment. We may not
generate revenues in the next twelve months sufficient to support our operations
and therefore may rely solely on the cash we raise from
investments.
We
may be unable to manage growth, which may impact our potential
profitability.
Successful
implementation of our business strategy requires us to manage our growth. Growth
could place an increasing strain on our management and financial resources. To
manage growth effectively, we will need to:
|
·
|
Establish
definitive business strategies, goals and
objectives
|
|
·
|
Maintain
a system of management controls
|
|
·
|
Attract
and retain qualified personnel, as well as, develop, train and manage
management-level and other
employees
|
If we
fail to manage our growth effectively, our business, financial condition or
operating results could be materially harmed, and our stock price may
decline.
If
we are unable to obtain additional financing, or enter into a merger or
acquisition, or generate revenue we may not have sufficient cash to continue
operations.
We
anticipate raising additional funds through public or private financing,
strategic relationships or other arrangements in the near future to support our
business operations; however we currently do not have commitments from third
parties for additional capital. We cannot be certain that any such financing
will be available on acceptable terms, or at all, and our failure to raise
capital when needed could limit our ability to continue our operations. Failure
to secure additional financing in a timely manner and on favorable terms would
have a material adverse effect on our financial performance, results of
operations and stock price and require us to curtail or cease operations, sell
off our assets, seek protection from our creditors through bankruptcy
proceedings, or otherwise. Furthermore, additional equity financing may be
dilutive to the holders of our common stock, and debt financing, if available,
may involve restrictive covenants, and strategic relationships, if necessary to
raise additional funds, may require that we relinquish valuable
rights.
We
are dependent upon external financing to fund our ongoing operations and
implement our business plan.
Currently,
we are dependent upon external financing to fund our operations. It is
imperative that we receive this external financing to implement our business
plan and to finance ongoing operations. New capital may not be available and
adequate funds may not be sufficient for our operations, and may not be
available when needed or on terms acceptable to our management. Our failure to
obtain adequate additional financing may require us to delay, curtail or scale
back some or all of our operations and may hinder our ability to expand or
continue our business.
6
We
will rely on distribution channels with online retailers, distributors, and
other services providers to make our products and services more readily
available and accessible to potential customers; if we fail to develop, maintain
or enhance these relationships, our ability to serve our customers and develop
new products and services could be negatively impacted.
There can
be no assurance that we will develop and maintain distributors or that
distributors with whom we currently seek a relationship will be able or willing
to distribute our products and services in the future. There is no assurance
that we once we have acquired a relationship with a distributor that we could
replace any such distributor, and until such distributor could be replaced, our
ability to increase our customer base and to provide products and services to
any existing customers would be negatively impacted during this timeframe, and
this could have an adverse effect on our business, financial condition and
results of operations.
Our
management has a limited amount of senior management experience in our industry
and limited ecommerce experience in the industry.
Our
company is relatively new and our management has limited experience conducting
business within our industry. The lack of experience in our industry may make it
difficult to compete against companies that have more senior management
experience and years of experience in our industry. We expect to add additional
key personnel in the near future. Our failure to attract and fully integrate our
new employees into our operations or successfully manage such employees could
have a material adverse effect on our business, financial condition and results
of operations.
We
may be unable to scale our operations successfully.
Our plan
is to grow our business rapidly. Our growth, if it occurs as planned, will place
significant demands on our management, as well as our financial, administrative
and other resources. Our success will be heavily dependent on our ability to
integrate additional qualified employees that provide expertise in order to help
grow the business. There is no guarantee that we will be able to locate and
retain qualified personnel for such positions, which would likely hinder our
ability to manage operations. Furthermore, we cannot guarantee that any of the
systems, procedures and controls we put in place will be adequate to support the
commercialization of our products or other operations. Our operating results
will depend substantially on the ability of our officers and key employees to
manage changing business conditions and to implement and improve our financial,
administrative and other resources. If we are unable to respond to and manage
changing business conditions, or the scale of our products, services and
operations, then the quality of our services, our ability to retain key
personnel and our business could be harmed.
7
We
expect to rely on independent suppliers and, as a result, will be exposed to
potential disruptions in product supply.
Our
products are supplied by independent suppliers. We could experience difficulties
with these suppliers, including reductions in the availability of product
capacity, failure to meet our requirements, failure to meet deadlines or
increased supply costs. This could result in future customers, if any, canceling
orders, refusing to accept deliveries or demanding reductions in purchase
prices, any of which could have a negative impact on our cash flow and harm our
business.
We
will face intense competition, including competition from companies with
significantly greater resources than ours, and if we are unable to compete
effectively with these companies, our business could be harmed.
We will
face intense competition in the food gift industry from other established
companies. We have limited product sales and brand equity. Many of our
competitors have significantly greater financial, technological, marketing and
distribution resources than we do. Their greater capabilities in these
areas will enable them to better withstand periodic downturns in the industry,
compete more effectively on the basis of price and production and more quickly
develop new products. In addition, new companies may enter the markets in which
we expect to compete, further increasing competition in our
industry.
We
have arbitrarily determined the offering price of our common stock and the value
of our stock does not necessarily reflect our book value
We
arbitrarily selected the price for the common stock. Our establishment of the
offering price of the shares has not been determined by negotiation with an
underwriter as is customary in underwritten public offerings. The offering price
does not bear any relationship whatsoever to our assets, earnings, book value or
any other objective standard of value. Therefore, investors may be unable to
recoup their investment if the value of our securities does not materially
increase. Among the factors we considered in determining the offering price
were:
1. Our
lack of operating history,
2. The
amount of risk associated with an investment in our stock and the proportional
amount of stock to be retained by our existing stockholders, and
3. Our
relative cash requirements.
8
There
is currently no market for our common stock
Our
common stock is not currently traded on an exchange; there is no guarantee that
our shares will ever trade on the OTC Bulletin Board or on any other securities
exchange. Because of this limited liquidity, stockholders may be unable to sell
their shares. Moreover, once our shares are registered on the OTC Bulletin
Board, sales or purchases of relatively small blocks of common stock could have
a significant impact on the price at which our common stock is traded. The
trading price of our common stock may be affected by a number of factors,
including events described in the Risk Factors set forth in this Prospectus, as
well as our operating results, financial condition, public announcements by us,
general conditions in the food gift industry, and other events or
factors. In a volatile market, we may experience wide fluctuations in the market
price of our common stock. These fluctuations may have a negative effect on the
market price of our common stock.
The
stock markets and economy are currently suffering higher than normal
uncertainty.
In the
current state of the stock market, there is no assurance that we will be able to
market all of the shares we desire to implement our business plan; we may not be
able to market any at all. If such an unavailability of capital were to arise,
it could affect our development efforts and significantly delay or prevent
implementation of our plans. Should we prove unable to market any shares at all,
the existence of the Company itself could be imperiled.
We
could fail to attract or retain key personnel, which could be detrimental to our
operations.
Our
success largely depends on the efforts and abilities of our Chief Executive
Officer, Jonathan F. Irwin. The loss of his services could materially harm our
business because of the cost and time necessary to find his successor. Such a
loss would also divert management’s attention away from operational issues. We
do not presently maintain key-man life insurance policies on our Chief Executive
Officer. We also have other key employees who manage our operations and if we
were to lose their services, senior management would be required to expend time
and energy to find and train their replacements. To the extent that we are
smaller than our competitors and have fewer resources, we may not be able to
attract sufficient number and quality of staff.
Trading
of our stock may be restricted by the Securities Exchange Commission’s penny
stock regulations, which may limit a stockholder’s ability to buy and sell our
stock.
The
Securities and Exchange Commission has adopted regulations which generally
define “penny stock” to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
“accredited investors”. The term “accredited investor” refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer’s account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer’s confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
9
FORWARD
LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus
contain certain forward-looking statements, (as such term is defined in
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934) are based on the beliefs of our management as
well as assumptions made by and information currently available to our
management. Statements that are not based on historical facts, which can be
identified by the use of such words as “likely,” “will,” “suggests,” “target,”
“may,” “would,” “could,” “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “plan,” “predict,” and similar expressions and their variants, are
forward-looking. Such statements reflect our judgment as of the date of this
prospectus and they involve many risks and uncertainties, including those
described under the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” These risks and
uncertainties could cause actual results to differ materially from those
predicted in any forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of these forward-looking statements. We
undertake no obligation to update forward-looking statements.
USE
OF PROCEEDS
All
shares of our common stock offered by this prospectus are being registered for
the account of the selling stockholder. We will not receive any of the proceeds
from the sale of these shares.
We have
never declared dividends or paid cash dividends on our common stock and our
board of directors does not intend to distribute dividends in the near future.
The declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and, if
dividends are paid, there is no assurance with respect to the amount of any such
dividend.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange. The
fixed offering price of $0.05 may not reflect the market price of our shares
after the offering. The offering price does not bear any relationship whatsoever
to our assets, earnings, book value or any other objective standard of value. We
selected the price for the common stock based upon the size of our market, our
perception of our own uniqueness in the market and our beliefs about trends in
our industry. Among the other factors we considered in determining the offering
price that served to decrease it significantly were:
1. Our
lack of operating history,
2. The
amount of risk associated with an investment in our stock and the proportional
amount of stock to be retained by our existing stockholders, and
3. Our
relative cash requirements.
10
DILUTION
The
shares that are currently being registered under this registration statement
have already been issued and are currently outstanding. Therefore, there will be
no dilutive impact on the Company’s shareholders.
SELLING
STOCKHOLDER
The
following table presents information regarding the Selling Security Holders and
their relationship to Frozen Food Gift Group.
(A)
Selling Securities Holders |
Relationship
to Issuer |
(B) Shares
Beneficially Owned |
(C) Percentage
of |
(D) Shares |
||||
Joseph
Vicente
|
Board
Member
|
5,000,000
|
4.94%
|
5,000,000
|
||||
Tangiers
Investors, LP
|
Shareholder
|
5,000,000
|
4.94%
|
5,000,000
|
||||
Red
Bowl Family Trust
|
Shareholder
|
3,000,000
|
2.96%
|
3,000,000
|
||||
Joseph
Masters
|
Former
Owner
|
1,000,000
|
2.96%
|
1,000,000
|
||||
Phillip
Nagele
|
Former
Owner
|
1,000,000
|
1.0%
|
1,000,000
|
||||
John
J. Berkeridge, Jr.
|
Board
Member
|
1,000,000
|
1.0%
|
1,000,000
|
||||
TOTALS
|
16,000,000
|
|
16,000,000
|
———————
(1)
|
Applicable percentage of
ownership is based on 101,184,000 shares of our common stock outstanding
as of March 9, 2010. 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. Note that
affiliates are subject to Rule 144 and Insider trading regulations -
percentage computation is for form purposes
only.
|
(2)
|
All
of the shares currently owned by each of the selling security holders are
being registered in this offering.
|
(3)
|
Investment decisions for Tangiers
Investors, LP are made by Robert Papiri and Michael
Sobeck.
|
(4)
|
Investment decisions for Red Bowl
Family Trust are made by Matthew
Schissler.
|
11
PLAN
OF DISTRIBUTION
The
shares will be sold at the fixed price of $0.05 until the common stock becomes
quoted on the Over-the-Counter Bulletin Board or listed on a securities
exchange. We will file a post-effective amendment to reflect the change to a
market price when the shares begin trading on a market.
The
shares are not currently listed on any stock exchange. However we will seek to
list the shares on the Over-the-Counter-Bulletin Board immediately following the
effectiveness of this registration statement. The selling stockholder and any of
its pledgees, assignees and successors-in-interest may, from time to time, sell
any or all of the shares of common stock on any stock exchange, market or
trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. The selling stockholder may
use any one or more of the following methods when selling shares:
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales;
|
|
·
|
broker-dealers
may agree with the selling stockholder to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
a
combination of any such methods of
sale;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling stockholder may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling stockholder (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling stockholder does not expect these commissions and discounts relating to
its sales of shares to exceed what is customary in the types of transactions
involved.
In
connection with the sale of our common stock or interests therein, the selling
stockholder may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The selling
stockholder may also sell shares of our common stock short and deliver these
securities to close out its short positions, or loan or pledge the common stock
to broker-dealers that in turn may sell these securities. The selling
stockholder may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative
securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).
12
The
shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states,
the shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
The
selling stockholder and any broker-dealers that act in connection with the sale
of the shares might be deemed to be “underwriters” within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received
by such broker-dealers and any profit on the resale of the shares sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling stockholder may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act. If the selling stockholder is deemed to be an
“underwriter” within the meaning of Section 2(11) of the Securities Act,
the selling stockholder will be subject to the prospectus delivery requirements
of the Securities Act.
Under
applicable rules and regulations under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), any person engaged in the distribution of the
resale shares may not simultaneously engage in market making activities with
respect to our common stock for a period of two business days prior to the
commencement of the distribution. In addition, the selling stockholder may
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the timing
of purchases and sales of shares of our common stock by the selling stockholder
or any other person. We will make copies of this prospectus available to the
selling stockholder and have informed the selling stockholder of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of
the sale.
13
LEGAL
PROCEEDINGS
The
Company is not a party to any legal proceedings.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
following table sets forth the names and positions of our executive officers and
directors. Our directors are elected at our annual meeting of stockholders and
serve for one year or until successors are elected and quality. Our Board of
Directors elects our officers, and their terms of office are at the discretion
of the Board, except to the extent governed by an employment
contract.
Our
directors, executive officers and other significant employees, their ages and
positions are as follows:
Name
|
Age
|
Position
with the Company
|
||
Matthew
L. Schissler
|
38
|
Director
and Chairman
|
||
Joseph
Vicente
|
47
|
Director
|
||
John
J. Berkeridge, Jr.
|
32
|
Director
|
||
Jonathan
F. Irwin
|
39
|
Chief
Executive Officer
|
||
Matthew L. Schissler is our
Chairman of the Board and a founder of the Company. Mr. Schissler has served
with the Company since its inception. He also serves as the Chairman of the
Board and Chief Executive Officer of Cord Blood America, Inc. and has done so
since January 2003. Cord Blood America is a public company listed on the
Over-the-Counter-Bulletin Board. He currently also holds positions as
Managing Member of Pyrenees Investments, LLC, and Pyrenees Consulting, LLC, From
April 2001 until January 2003, Mr. Schissler was the President
and Chief Executive Officer of RainMakers International, an advertising agency
that he founded.
John J. Berkeridge, Jr. has been a Director of
the Company since its inception. Mr. Berkeridge is employed by Penske Truck
Leasing as an Executive National Account Manager, where he has worked since
February 2000.
Joseph
R. Vicente has been a director of the Company since its inception. Mr.
Vicente is also a Director and Chief Operating Officer for Cord Blood America,
Inc., public company listed on the OTCBB (Symbol: CBAI). He has served in that
position since November 2004. From July 2002 through
October 2004, Mr. Vicente was an independent consultant where he
provided strategic consulting services to organizations on acquisitions,
operational practices and efficiencies, and sales management. From
July 1993 through April 2002, he was a Senior Vice President at TMP
Worldwide, Inc. where he held various strategic, operational, and sales
management positions.
Jonathan F. Irwin is our Chief
Executive Officer and a founder of the Company. Mr. Irwin has served with the
Company since its inception. Prior to joining the Company, from June 2004 to
July 2009, he was the President of RoadRunner Advertising, Inc., an advertising
agency that he founded. From April 1996 to June 2004, Mr. Irwin was the
President of UR Media Group, a collegiate marketing firm that he
founded.
14
Involvement
In Certain Legal Proceedings
None of
our officers, directors, promoters or control persons have been involved in the
past five years in any of the following:
|
(1)
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
(2)
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
(3)
|
Being
subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, or any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
(4)
|
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or
vacated.
|
Committees;
Audit Committee Financial Expert.
The
Company does not currently have an Audit Committee.
Code
of Ethics
We
adopted a Code of Ethics on April 10, 2009 that applies to all of our
directors, officers and employees, including our principal executive officer,
principal financial officer and principal accounting officer. The Code of Ethics
is attached as Exhibit 14.1 to this registration statement.
15
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of March 9, 2010, with
respect to the beneficial ownership (1) of the Company’s outstanding Common
Stock by (i) any holder of more than five (5%) percent; (ii) each of the
Company’s executive officers and directors; and (iii) the Company’s directors
and executive officers as a group. Except as otherwise indicated, each of the
stockholders listed below has sole voting and investment power over the shares
beneficially
owned. Unless
otherwise indicated, the address of each stockholder listed in the table is c/o
Frozen Food Gift Group, Inc., 8067 Quarterfield Rd, Severn, MD
21144.
Stock
Class
|
Name
|
Number
of Shares
|
Percent
|
|||
Officers
and Directors
|
||||||
Common
|
Matthew
L. Schissler, Chairman
|
5,000,000
|
4.95%
|
|||
Common
|
Jonathan
F. Irwin, CEO
|
40,000,000
|
39.5%
|
|||
Common
|
Joseph
Vicente, Director
|
5,000,000
|
4.94%
|
|||
Officers
and Directors as a Group
|
50,000,000
|
49.38%
|
||||
5%
or More Shareholders
|
||||||
Common
|
Stephanie
Schissler
|
10,000,000
|
9.8%
|
|||
Common
|
Pyrenees
Consulting, LLC(2)
|
10,000,000
|
9.8%
|
|||
Common
|
Pyrenees
Management, Inc.(3)
|
10,000,000
|
9.8%
|
|||
Common
|
Pyrenees
Investments, LLC(4)
|
5,000,000
|
4.94%
|
|||
Common
|
Tangiers
Capital(5)
|
5,000,000
|
4.94%
|
———————
*
|
Less
than 1% of the outstanding common
stock.
|
(1)
|
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. Shares of common stock subject to options,
warrants, or convertible debt currently exercisable or convertible, or
exercisable or convertible within 60 days of March 9, 2010 are deemed
outstanding for computing the percentage of the person holding such
option or warrant. Percentages are based on a total of 101,184,000 shares
of common stock outstanding on March 9, 2010 and shares issuable upon the
exercise of options, warrants exercisable, and debt convertible on or
within 60 days of March 9, 2010, as described above. The inclusion in the
aforementioned table of those shares, however, does not constitute an
admission that the named shareholder is a direct or indirect beneficial
owner of those shares. Unless otherwise indicated, to our knowledge based
upon information produced by the persons and entities named in the table,
each person or entity named in the table has sole voting power and
investment power, or shares voting and/or investment power with his or her
spouse, with respect to all shares of capital stock listed as owned by
that person or entity.
|
16
(2)
|
The
individual that makes the investment decisions for Pyrenees Consulting,
LLC is Matthew Schissler.
|
(3)
|
The
individual that makes the investment decisions for Pyrenees Management,
Inc. is Matthew Schissler.
|
(4)
|
The
individual that makes the investment decisions for Pyrenees Investments,
LLC is Matthew Schissler.
|
(5)
|
The
individuals that make the investment decisions for Tangiers Investors, LP
are Robert Papiri and Michael
Sobeck.
|
17
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
The
following description of our capital stock and the provisions of our Articles of
Incorporation and By-Laws, each as amended, is only a summary.
Our
Articles of Incorporation authorize the issuance of 20,000,000,000 shares of
common stock, $0.0001 par value per share. As of March 9, 2010 there
were 101,184,000 outstanding shares of common stock. We are not authorized
to issue shares of preferred stock and to date we have not issued any shares of
preferred stock. Set forth below is a description of certain provisions relating
to our capital stock.
Common
Stock
Each
outstanding share of common stock has one vote on all matters requiring a vote
of the stockholders. There is no right to cumulative voting; thus, the holder of
fifty percent or more of the shares outstanding can, if they choose to do
so, elect all of the directors. In the event of a voluntary or involuntary
liquidation, all stockholders are entitled to a pro rata distribution after
payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the common stock. The holders of the
common stock have no preemptive rights with respect to future offerings of
shares of common stock. Holders of common stock are entitled to dividends if, as
and when declared by the Board out of the funds legally available therefore. It
is our present intention to retain earnings, if any, for use in its business.
The payment of dividends on the common stock are, therefore, unlikely in the
foreseeable future.
Preferred
Stock
We have zero shares of preferred
stock authorized. As of March 9, 2010 none of our preferred shares were
issued.
Dividend
Policy
We
currently intend to retain any earnings for use in our business, and therefore
do not anticipate paying cash dividends in the foreseeable future
Anti-Takeover
Effects Of Provisions Of The Articles Of Incorporation Authorized And Unissued
Stock
The
authorized but unissued shares of our common stock are available for future
issuance without our stockholders’ approval. These additional shares may be
utilized for a variety of corporate purposes including but not limited to future
public or direct offerings to raise additional capital, corporate acquisitions
and employee incentive plans. The issuance of such shares may also be used to
deter a potential takeover of the Company that may otherwise be beneficial to
stockholders by diluting the shares held by a potential suitor or issuing shares
to a stockholder that will vote in accordance with the Company’s Board of
Directors’ desires. A takeover may be beneficial to stockholders because, among
other reasons, a potential suitor may offer stockholders a premium for their
shares of stock compared to the then-existing market price.
The
existence of authorized but unissued and unreserved shares of preferred stock
may enable the Board of Directors to issue shares to persons friendly to current
management which would render more difficult or discourage an attempt to obtain
control of the Company by means of a proxy contest, tender offer, merger or
otherwise, and thereby protect the continuity of our management.
18
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had, or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the registrant or any of its parents or
subsidiaries.
DISCLOSURE
OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
Articles of Incorporation include an indemnification provision under which we
have agreed to indemnify our directors and officers of from and against certain
claims arising from or related to future acts or omissions as a director or
officer of the Company. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of Frozen Food Gift Group, Inc. in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered) we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
EXPERTS
The
audited financial statements included in this prospectus and elsewhere in the
registration statement for the fiscal year ended December 31, 2009 have
been audited by David Aronson, CPA. The reports of David Aronson, CPA are
included in this prospectus in reliance upon the authority of this firm as
experts in accounting and auditing.
VALIDITY
OF SECURITIES
The
opinion regarding validity of the shares offered herein has been provided by Law
Office of Christopher K. Davies, Esq. and has been filed with the Registration
Statement.
19
DESCRIPTION
OF BUSINESS
Overview
Frozen
Food Gift Group, Inc. is a Delaware corporation, which was formed in January
2009. The Company currently does business as, SendaScoop.com, Inc.
(“SendaScoop”).
The
Company is an e-commerce retailer that sells and ships frozen desserts
throughout the U.S. to both consumer and business customers. The products are
typically purchased as mail order gifts, and can be ordered 24 hours per day at
the Company’s online store.
The
Company utilizes vendors to facilitate the processing, production,
customization, packaging and shipping of our orders. Ice cream is our main
product, and it is produced via a private label arrangement with an ice cream
producer.
Our
consolidated financial statements have been prepared assuming we will continue
as a going concern. The Company has experienced a loss from operations during
its development stage as a result of its investment necessary to achieve its
operating plan, which is long-range in nature. For the period from
inception to December 31, 2009, the Company incurred a net loss of approximately
$336,000. In addition, the Company's ability to continue as a going concern must
be considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which the Company operates. The Company’s financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. Our consolidated
financial statements do not include any adjustment that might result from the
outcome of this uncertainty. Assurances cannot be given that adequate financing
can be obtained to meet our capital needs. If we are unable to generate profits
and unable to continue to obtain financing to meet our working capital
requirements, we may have to curtail our business sharply or cease operations
altogether. Our continuation as a going concern is dependent upon our ability to
generate sufficient cash flow to meet our obligations on a timely basis to
retain our current financing, to obtain additional financing, and, ultimately,
to attain profitability. Should any of these events not occur, we will be
adversely affected and we may have to cease operations.
Management
has been able, thus far, to finance the losses and the growth of the business,
through private placements of its common stock and the issuance of debt. The
Company is continuing to attempt to increase revenues within its core
businesses
20
Industry
Background
The
Company operates in the mail order food gift category. The Internet allows for
easy entry into the industry through the use of our own e-commerce website. To
that end, the industry is fragmented and thus is composed of hundreds of
competing companies of varying sizes from mom-and-pops to larger nationally
known companies such as Omaha Steaks and Harry & David.
The
Internet has had a tremendous impact on the mail order food gift industry. Prior
to the proliferation of the web, food gift companies carried large overhead due
largely to the necessity to mail a high quality paper catalog and also to retain
a large customer service staff to process orders.
We
believe that to a certain degree, the Internet allows small startups to
legitimately compete with much larger competitors.
Customers
The
Company sells its products to both the consumer and commercial markets. We
believe that ice cream has become a large part of American culture, and that a
mass market of customers exists in both Business to Consumer and Business to
Business markets.
Business
to Consumer (B2C) – We believe that virtually every American is familiar with
frozen desserts and ice cream, thus our customer base is widely spread among
numerous demographic categories. Common B2C purchase occasions include
birthdays, holidays and thank you gifts. Consumers represent the vast majority
of the Company’s existing customer base.
Business
to Business (B2B) – Businesses of all sizes purchase our products. Many if not
most businesses have the need to recognize customers, employees, suppliers and
vendors with gifts, and frozen desserts have proven to be an attractive option
for our business customer base. Business customers range from small businesses
to large publicly traded companies. Common B2B purchase occasions include thank
you gifts to customers, office parties and employee gifts.
Products
Customers
can choose among numerous frozen dessert gift options including but not limited
to ice cream cakes, ice cream sundae party boxes, ice cream cone party boxes and
ice cream floats.
The
prices range from $38-$109 depending on the product, and each package contains
all items required to enjoy the product such as spoons, plates, napkins,
toppings and ice cream scoopers. The idea is to provide a complete “party in a
box” with everything needed to celebrate any occasion or special
event.
The
product can also be customized in many ways. Customers can select from numerous
options to customize and personalize their gift. With ice cream cakes, customers
can choose the size of the cake, the ice cream flavors used in the cake, the
writing on the cake and the color of the writing. Additionally, customers can
provide a photograph to be placed on a cake and also include a personalized
greeting card with their gift.
21
With our
ice cream sundae party boxes, customers can choose the number of sundaes, the
flavors of ice cream, the sauces and toppings included in the package, and they
can also include a personalized greeting card.
With our
ice cream cone party boxes, customers can choose the number of cones, the type
of cones, the flavors of ice cream, the toppings included in the package, and
they can also include a personalized greeting card.
The
Company utilizes vendors to facilitate the processing, production,
customization, packaging and shipping of our orders. Ice cream is our main
product, and it is produced via a private label arrangement with an ice
producer.
Marketing
The
Company’s marketing strategy to reach both the B2C and B2B markets is a
combination of targeted mass marketing techniques. Our principal focus is web
marketing, including website optimization, Search Engine Marketing and email
marketing.
The
Company will also market our products through traditional media channels such as
direct mail and print advertising. Reasonable sales targets have been
established with an implementation plan designed to ensure the goals set forth
are achieved.
The
marketing plan is designed to direct customers to our website and also receive
inbound telephone calls from prospective customers. The website will be the main
vehicle for converting sales. Additionally, in-house Customer Service
Representatives will answer inbound telephone calls for customers who prefer to
make their purchase over the phone.
We
believe that U.S. consumers as a whole already have an awareness of our main
product (ice cream), and thus our marketing mission is to spread awareness of
our unique form of delivery and what we believe is its tremendous gifting
appeal. A secondary marketing challenge is to identify and market to consumers
and corporate gift-buyers that are willing to spend a premium for our product
compared to mail order gift items with lower price points such as
flowers.
Overall,
a gifted product represents a unique opportunity to touch two target markets at
once: the gift giver who purchases the gift, and the gift recipient to whom the
gift is given. Thus gifting is an exponential marketing opportunity. By
combining elements of both word-of-mouth and sampling, gifting magnifies and
intensifies the marketing power of both to influence future shopping behavior of
the gift giver and recipient.
Competition
There is
significant competition in the food gift industry from both small and large
companies. The use of the Internet allows for few barriers to entry in the
industry. As a result, there are literally hundreds of mail order food gift
companies that operate in the US. These companies offer a wide variety of
products including fruit, meat, seafood, nuts, coffee, popcorn, desserts, cakes,
cookies and chocolate.
22
The vast
majority of competitors use the Internet as their sole channel of distribution,
as with our company. That said, several larger food gift companies combine their
online stores with traditional brick-and-mortar retail stores including Harry
& David, Omaha Steaks and Hickory Farms. Further, there are also franchised
food gift competitors with both Internet and brick-and-mortar retail stores. An
example of a franchised competitor is Edible Arrangements.
For any
business that ships its product through the mail, or specifically through
national shippers such as UPS and FedEx, shipping is obviously an extremely
important factor in the eventual success or failure of the venture. A major
source of competitive advantage for a company that sells frozen food gifts is
shipping costs, which are by and large dictated by the location from which the
business ships its product. We are located in an a region of the US that gives
us access to the majority of the US population via ground shipping, which is
considerably less expensive than shipping via air.
Suppliers
The
Company utilizes numerous suppliers in several industries to allow us to
produce, package and ship our products.
For the
production of frozen desserts and ice cream, our principal supplier is A. Panza
and Sons, Ltd., in Edison, NJ. We also purchase various ingredients for our
products from small-specialized suppliers throughout the world.
For the
packaging requirements of our products, suppliers include Paper Mart of Los
Angeles, CA, and Plastilite Corporation of Omaha, NE.
Regulatory
The
Company’s industry is not regulated by any government agencies. The Company is
not regulated by any government agencies. We obtain orders from customers
through our website, telephone and fax, and orders are then outsourced to
vendors who produce and supply our products.
Employees
As of
March 9, 2010, the Company had one (1) full-time employee. The Company had also
retained four (4) Independent Contractors that are expected to become employees
in the future. The day-to-day operational requirements of the Company are
outsourced to vendors, thus we had no need for internal staff.
Properties
Our
principal offices are located at 8067 Quarterfield Rd, Severn, MD 21144. The
building contains 3,000 square feet and is sufficient to maintain our current
operations, although we anticipate the need for a larger space relatively
soon.
Litigation
None.
23
Reports
to Security Holders
We have
filed a registration statement on Form S-1 under the Securities Act with the SEC
with respect to the securities offered by this prospectus. This prospectus does
not include all of the information contained in the registration statement or
the exhibits and schedules filed therewith. You should refer to the registration
statement and its exhibits for additional information. Whenever we make
reference in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for copies of the actual
contract, agreement or other document.
We will
file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. You can read these SEC filings and reports,
including the registration statement, over the Internet at the SEC’s website at
http://www.sec.gov. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, NE,
Washington, DC 20549, on official business days between the hours of 10:00 am
and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on
the operations of the public reference facilities. We will provide a copy of our
annual report to security holders, including audited financial statements, at no
charge upon receipt of your written request to us at 8067 Quarterfield Rd,
Severn, MD 21144.
24
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
Certain
matters discussed herein are forward-looking statements. Such forward-looking
statements contained in this prospectus which is a part of our registration
statement involve risks and uncertainties, including statements as
to:
|
·
|
our future operating
results;
|
|
·
|
our business
prospects;
|
|
·
|
our contractual arrangements
and relationships with third
parties;
|
|
·
|
the dependence of our future
success on the general
economy;
|
|
·
|
our possible financings;
and
|
|
·
|
the adequacy of our cash
resources and working
capital.
|
These
forward-looking statements can generally be identified as such because the
context of the statement will include words such as we “believe,” “anticipate,”
“expect,” “estimate” or words of similar meaning. Similarly, statements that
describe our future plans, objectives or goals are also forward-looking
statements. Such forward-looking statements are subject to certain risks and
uncertainties which are described in close proximity to such statements and
which could cause actual results to differ materially from those anticipated as
of the date of this prospectus. Shareholders, potential investors and other
readers are urged to consider these factors in evaluating the forward-looking
statements and are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included herein are only made as of
the date of this prospectus, and we undertake no obligation to publicly update
such forward-looking statements to reflect subsequent events or
circumstances.
25
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
The
following information should be read in conjunction with our consolidated
financial statements and related notes thereto included elsewhere in our
financial statements and notes thereto for the year ended December 31, 2009
and the related "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained in our annual Report on Form 10-K for the
year ended December 31, 2009. We also urge you to review and consider our
disclosures describing various risks that may affect our business, which are set
forth under the heading "Risk Factors Related to our Business" in our annual
Report on Form 10-K for the year ended December 31, 2009.
The
Company was started in January 2009 with the intention of making an acquisition
to expedite our growth. The Company is now moving forward with our plans to
scale up the business. We expect to attain profitability in early 2011, with the
expectation of significant profitability by early 2012. Operationally, we
sub-contract many aspects of the business but will begin to bring operations
in-house after we reach critical mass.
Revenues
As our
revenues increase, we plan to continue to invest heavily in marketing and sales
in order to add new customers and increase penetration within our existing
customer base, and building brand awareness. We expect that in the future,
marketing and sales expenses will increase in absolute dollars and continue to
be our largest cost.
General and Administrative
Expenses
We expect
that general and administrative expenses associated with executive compensation
will increase in the future. Although the current executives have foregone full
salary payment during the initial stages of the business, during 2009 the team
began to receive compensation.
Going
Concern
Our
consolidated financial statements have been prepared assuming we will continue
as a going concern. The Company has experienced a loss from operations during
its development stage as a result of its investment necessary to achieve its
operating plan, which is long-range in nature. For the period from
inception to December 31, 2009, the Company incurred a net loss of approximately
$336,000. The Company's ability to continue as a going concern is
contingent upon its ability to attain profitable operations by securing
financing and implementing its business plan. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates. The Company’s financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern. These factors, among others, raise substantial doubt about our ability
to continue as a going concern. Our consolidated financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
Assurances cannot be given that adequate financing can be obtained to meet our
capital needs. If we are unable to generate profits and unable to continue to
obtain financing to meet our working capital requirements, we may have to
curtail our business sharply or cease operations altogether. Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
to meet our obligations on a timely basis to retain our current financing, to
obtain additional financing, and, ultimately, to attain profitability. Should
any of these events not occur, we will be adversely affected and we may have to
cease operations.
Management
has been able, thus far, to finance the losses and the growth of the business,
through private placements of its common stock and the issuance of debt. The
Company is continuing to attempt to increase revenues within its core
businesses
26
Critical
Accounting Policies
Revenue
Recognition
In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the
various revenues streams of the Company:
Revenue
is recognized at the time the product is delivered. Provision for
sales returns will be estimated based on the Company's historical return
experience. Revenue is presented net of returns.
Financial
Instruments
Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31,
2005. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable and accrued
expenses. Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature and their
carrying amounts approximate fair values.
Net Income (Loss) Per Common
Share
The
Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses common
stock equivalents, if any, are not considered, as their effect would be
anti-dilutive.
27
Income
Taxes
The
Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income
tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the
changes in the asset or liability each period. If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required to
reduce the deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.
Stock-Based
Compensation
The
Company accounts for equity instruments issued to employees for services based
on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.
The
Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation". The provisions of SFAS 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees" (APB 25)
but disclose the pro forma effects on net income (loss) had the fair
value of the options been expensed. The Company has elected to
continue to apply APB 25 in accounting for its stock option incentive
plans.
Results
of Operations for the Year-Ended December 31, 2009
Revenue.
The Company did not generate any revenue for the year ended
December 31, 2009 Management believes revenue growth will accelerate
significantly in 2010 as capital is applied to completing and upgrading the
Company’s online presence.
Gross Income.
For the year ended December 31, 2009, we did not experience any gross
profit from operations. We did experience a net loss from operations due to
general and administrative expenses. Management believes this gross profit will
increase with sales and as a percentage of sales. Management believes that it
will experience an increase in gross profits during the second half of the
fiscal year 2010 as it continues to establish a market for its products and
services.
General &
Administrative Expenses. General and
administrative expenses for the year ended December 31, 2009 were
$336,111. General and administrative expenses consisted mainly of
personnel costs. Management believes these expenses will increase as
business continues to grow and as more personnel and larger facilities are
required for the operation of the business.
Net
Loss. Net loss for the year ended December 31, 2009 was $336,111 The net
loss was primarily related to general and administrative expenses related to
personnel costs.
As of
December 31, 2009, we had an accumulated deficit of $336,111.
28
Liquidity
and Capital Resources
The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to raise additional capital and implement its business plan.
Since its inception, the Company has been funded by its founders, Board members,
employees and persons related to or acquainted with these. To remedy the current
deficiency in our liquidity position, we will raise funds through additional
equity offerings, strategic agreements with partner companies, and debt. We
currently have no external sources of liquidity and internal sources (revenue
from sales of products and advertising) are limited.
As of
December 31, 2009, total current assets were $104,781, which consisted of
$13,114 of cash, $91,667 of prepaid expenses.
As of
December 31, 2009, total current liabilities were $339,900, which consisted of
$262,500 of accounts payable expenses and $77,400 of loan payable
obligations.
We had
negative net working capital of $235,119 as of December 31, 2009.
During
the period ended December 31, 2009, net cash used by operating activities was
$62,286. The cash used by operating activities during this period was due
primarily to accounts payable and accrued expenses, prepaid expenses and common
stock issued for services.
Cash
flows from financing activities represented the Company’s principal source of
cash for the period ended December 31, 2009. Cash flows from financing
activities during this period were $77,400 consisting of proceeds in the amount
of $47,400 from stock loans and $30,000 of proceeds from notes
payable.
We
acquired certain online assets during the period ended December 31, 2009 of
$100,000.
Off-Balance
Sheet Arrangements
None.
Recent
Accounting Pronouncements
In
September 2006, the FASB issued a new accounting standard related to fair value
measurements. The new standard defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. In February 2008, the FASB issued a new provision which
delayed the effective date of the fair value measurements and disclosures for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). In August 2009, the FASB issued Accounting
Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value"
in relation to the fair value measurement of liabilities. The Company
adopted the applicable portions of the provisions of the new standards in the
fourth quarter of fiscal 2009, and will adopt the provision related to the
nonfinancial assets and nonfinancial liabilities in the first quarter of fiscal
2010. Although the Company will continue to evaluate the application of the
provision for the nonfinancial assets and nonfinancial liabilities, the Company
does not expect the adoption to have a material impact on its financial
statements.
DESCRIPTION
OF PROPERTY
Our principal
office is located at 8067 Quarterfield Rd, Severn, MD 21144. The property is a
building of approximately 3,000 square feet, and it is sufficient to meet the
needs of our current operation. The property is leased from an unaffiliated
third party on a monthly basis. The monthly lease payments are approximately
$1,500.
We
maintain fire and casualty insurance on our leased property in an amount deemed
adequate by management.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We have
no related party transactions.
29
EXECUTIVE
COMPENSATION
The
Company accrued or paid compensation to the executive officers as a group for
services rendered to the Company in all capacities during the 2009 fiscal years
as shown in the following table. No cash bonuses were paid to such persons for
services rendered in the fiscal years ended December 31, 2009.
Overview
The
following is a discussion of our program for compensating our named executive
officers and directors. Currently, we do not have a compensation committee, and
as such, our board of directors is responsible for determining the compensation
of our named executive officers.
Compensation Program
Objectives and Philosophy
The
primary goals of our policy of executive compensation are to attract and retain
the most talented and dedicated executives possible, to assure that our
executives are compensated effectively in a manner consistent with our strategy
and competitive practice and to align executives compensation with the
achievement of our short- and long-term business objectives.
The board
of directors considers a variety of factors in determining compensation of
executives, including their particular background and circumstances, such as
their training and prior relevant work experience, their success in attracting
and retaining savvy and technically proficient managers and employees,
increasing our revenues, broadening our product line offerings, managing our
costs and otherwise helping to lead our Company through a period of rapid
growth.
In the
near future, we expect that our board of directors will form a compensation
committee charged with the oversight of executive compensation plans, policies
and programs of our Company and with the full authority to determine and approve
the compensation of our chief executive officer and make recommendations with
respect to the compensation of our other executive officers. We expect that our
compensation committee will continue to follow the general approach to executive
compensation that we have followed to date, rewarding superior individual and
company performance with commensurate cash compensation.
Elements of
Compensation
Our
compensation program for the named executive officers consists primarily of base
salary. There is no retirement plan, long-term incentive plan or other such
plans. The Company is a development stage company with limited revenue. As such
we have not yet obtained a consistent revenue stream with which to fund employee
salaries and bonus plans. The base salary we provide is intended to equitably
compensate the named executive officers based upon their level of
responsibility, complexity and importance of role, leadership and growth
potential, and experience.
Base
Salary
Our named
executive officers receive base salaries commensurate with their roles and
responsibilities. Base salaries and subsequent adjustments, if any, are reviewed
and approved by our board of directors annually, based on an informal review of
relevant market data and each executive’s performance for the prior year, as
well as each executive’s experience, expertise and position. The base salaries
paid to our named executive officers in 2009 are reflected in the Summary
Compensation Table below.
30
Employment
Agreements
We have
no employment agreements
Retirement
Benefits
Currently,
we do not provide any company sponsored retirement benefits to any employee,
including the named executive officers.
Perquisites
Historically,
we have not provided our named executive officers with any perquisites and other
personal benefits. We do not view perquisites as a significant element of our
compensation structure, but do believe that perquisites can be useful in
attracting, motivating and retaining the executive talent for which we compete.
It is expected that our historical practices regarding perquisites will continue
and will be subject to periodic review by our by our board of
directors.
The
following table sets forth the compensation paid to our chief executive officer
for each of our last two completed fiscal years. No other officer received
compensation greater than $100,000 for either fiscal year.
Summary
Compensation Table
Name
and Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
(1)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||
Jonathan
F. Irwin
|
2009
|
120,000(2)
|
0
|
$0
|
0
|
120,000
|
|||||||
Chief
Executive Officer
|
———————
(1)
|
The
values shown in this column represent the dollar amount recognized for
financial statement reporting purposes with respect to the 2009 fiscal
year for the fair value of stock options granted in 2008 in accordance
with SFAS 123(R). Pursuant to SEC rules, the amounts shown exclude the
impact of estimated forfeitures related to service-based vesting
conditions.
|
(2)
|
Mr.
Irwin received $30,000 in cash compensation and $90,000 of deferred
compensation.
|
31
2009
Grants of Plan-Based Awards
The
following table sets for information with respect to the grants of plan based
awards of our principal executive officers and principal financial officers
during 2009.
Name
|
Grant
Date
|
All
Other
Option
Awards
(#
of Shares)
|
Exercise
Price of
Option
Awards
($/Share)
|
Grant
Date
Fair
Value of
Option
Awards
($)
|
||||||||||
Jonathan
F. Irwin, CEO
|
0
|
$
|
0
|
$
|
0
|
2009
Outstanding Equity Awards at Fiscal Year-End
The
following table sets forth information with respect to the outstanding equity
awards of our principal executive officers and principal financial officers
during 2009, and each person who served as an executive officer of the Company
as of December 31, 2009.
Option
Awards
|
|||||||||
Number
of Securities
Underlying
Unexercised
Options
(#)
|
Option
Exercise
Price
|
Option
Expiration
|
|||||||
Name
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
|||||
Jonathan
F. Irwin, CEO
|
0
|
0
|
0
|
32
COMPENSATION
OF DIRECTORS
Director
Compensation for year ending December 31, 2009
The
following table sets forth with respect to the named director, compensation
information inclusive of equity awards and payments made in the year ended
December 31, 2009.
Name
|
Fees
Earned
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|||||||
Matthew
L. Schissler
|
–0
|
0
|
–0
|
–0
|
–0
|
–0
|
0
|
|||||||
Joseph
Vicente
|
–0
|
0
|
–0
|
–0
|
–0
|
–0
|
0
|
|||||||
John
J. Berkeridge, Jr.
|
–0
|
0
|
–0
|
–0
|
–0
|
–0
|
0
|
|||||||
Jonathan
F. Irwin
|
–0
|
0
|
–0
|
–0
|
–0
|
–0
|
0
|
Compensation
Committee Interlocks and Insider Participation
We did
not have a compensation committee during the year ended December 31, 2009.
During the fiscal year ended December 31, 2009, none of our executive
officers served on the board of directors of any entities whose directors or
officers serve on our board of directors.
33
FROZEN
FOOD GIFT GROUP, INC.
d/b/a
Sendascoop.com
(A
Development Stage Company)
FINANCIAL
STATEMENTS
FOR THE
YEAR ENDED DECEMBER 31, 2009
AND FROM
INCEPTION (JANUARY 2, 2009) THROUGH DECEMBER 31,
2009
INDEX
TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets as of December 31, 2009 | F-3 |
Consolidated Statements of Operations for the Years Ended December 31, 2009 | F-4 |
Consolidated Statement of Changes in Stockholders’ Deficit Years Ended December 31, 2009 | F-5 |
Consolidated Statements of Cash Flows Years Ended December 31, 2009 | F-6 |
Notes to Consolidated Financial Statements December 31, 2009 | F-7 |
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders
and Board of Directors
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
We have
audited the accompanying balance sheet of Frozen Food Gift Group, Inc. (d/b/a
Sendascoop.com), (A Development Stage Company) as of December 31, 2009, and the
related statements of operations, stockholders' (deficit) and cash flows for the
year then ended, and for the period from inception (January 2, 2009) to December
31, 2009. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Frozen Food Gift Group, Inc. (d/b/a
Sendascoop.com), (A Development Stage Company) as of December 31, 2009, and
results of its operations and its cash flows for the year then ended, and for
the period from inception (January 2, 2009) to December 31, 2009, in conformity
with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has suffered a loss from operations and is in the
development stage. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard
to this matter are also discussed in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/
David A. Aronson, CPA. P.A.
|
|
|||
David
A. Aronson, CPA. P.A.
|
|
North
Miami Beach, Florida
January
20, 2010
F-2
d/b/a
Sendascoop.com
|
|
(A
Development Stage Company)
|
|
Balance
Sheet
|
|
December
31, 2009
|
ASSETS
|
||||
Current
Assets:
|
||||
Cash
|
$ | 13,114 | ||
Prepaid
expenses
|
91,667 | |||
Total
current assets
|
$ | 104,781 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable and accrued expenses
|
$ | 262,500 | ||
Loans
payable - stockholders
|
47,400 | |||
Loans
payable - other
|
30,000 | |||
Total
current liabilities
|
339,900 | |||
Stockholders'
(deficit):
|
||||
Common
stock, $0.00001 par value; 20,000,000,000 shares authorized,
101,184,000 issued and outstanding
|
1,012 | |||
Additional
paid in capital
|
99,980 | |||
Deficit
accumulated during development stage
|
(336,111 | ) | ||
(235,119 | ) | |||
$ | 104,781 |
See
accompanying notes to financial statements.
F-3
d/b/a
Sendascoop.com
|
||||
(A
Development Stage Company)
|
||||
Statements
of Operations
|
||||
For
the Year Ended December 31, 2009, and for the Period
|
||||
From
January 2, 2009 (Inception) to December 31,
2009
|
From
January 2, 2009 (Inception) to December 31, 2009
|
2009
|
|||||||
Revenue,
net
|
$ | - | $ | - | ||||
Cost
of goods sold
|
- | - | ||||||
Gross
income
|
- | - | ||||||
Expenses:
|
||||||||
General
and administrative expenses
|
336,111 | 336,129 | ||||||
336,111 | 336,129 | |||||||
Net
loss
|
$ | (336,111 | ) | (336,129 | ) | |||
Loss
per common share - Basic and fully diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average number of shares outstanding - Basic and fully
diluted
|
100,847,043 | 100,847,043 |
See
accompanying notes to financial statements.
F-4
Frozen
Food Gift Group, Inc.
|
|||||||||||
d/b/a
Sendascoop.com
|
|||||||||||
(A
Development Stage Company)
|
|||||||||||
Statement
of Stockholders' (Deficit)
|
|||||||||||
For
the Period from January 2, 2009 (Inception) to December 31,
2009
|
Common
Stock
|
Additional Paid in Capital | Accumulated Deficit During Development Stage | Total Stockholders' Deficiency | |||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||
|
||||||||||||||||||||
January
1, 2009 - Issuance of common stock
for services at $.00001 per share
|
99,184,000 | $ | 992 | $ | - | $ | - | $ | 992 | |||||||||||
Shares
issued for services at $0.05
|
2,000,000 | 20 | 99,980 | - | 100,000 | |||||||||||||||
Net
loss
|
- | - | - | (336,111 | ) | (336,111 | ) | |||||||||||||
Balance
December 31, 2009
|
101,184,000 | $ | 1,012 | $ | 99,980 | $ | (336,111 | ) | $ | (235,119 | ) |
See
accompanying notes to financial statements.
F-5
Frozen
Food Gift Group, Inc.
|
||||
d/b/a
Sendascoop.com
|
||||
(A
Development Stage Company)
|
||||
Statements
of Cash Flows
|
||||
For
the Year Ended December 31, 2009, and for the Period
|
||||
From
January 2, 2009 (Inception) to December 31,
2009
|
From
January 2, 2009 (Inception) to December 31, 2009
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$ | (336,111 | ) | $ | (336,111 | ) | ||
Adjustments
to reconcile net loss to net cash used by operating
activities:
|
||||||||
Prepaid
expenses
|
(91,667 | ) | (91,667 | ) | ||||
Accounts
payable and accrued expenses
|
262,500 | 262,500 | ||||||
Common
stock issued for services
|
100,992 | 100,992 | ||||||
Net
cash used by operating activities
|
(64,286 | ) | (64,286 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Stockholders'
loans
|
47,400 | 47,400 | ||||||
Loans
- other
|
30,000 | 30,000 | ||||||
Net
cash provided by financing activities
|
77,400 | 77,400 | ||||||
Net
increase in cash
|
13,114 | 13,114 | ||||||
Cash
at beginning of period
|
- | - | ||||||
Cash
at end of period
|
$ | 13,114 | $ | 13,114 | ||||
Supplemental
cash flow information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - | ||||
See
accompanying notes to financial statements.
F-6
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The
Company was created on January 2, 2009 and was incorporated in the state of
Delaware later that year. The Company is in the development
stage. The Company intends to sell ice cream and related frozen
products on the internet. The Company has chosen December 31 as a
year-end and has had limited activity from inception to December 31,
2009.
Revenue Recognition
In
general, the Company records revenue when persuasive evidence of an arrangement
exists, services have been rendered or product delivery has occurred, the sales
price to the customer is fixed or determinable, and collectability is reasonably
assured. The following policies reflect specific criteria for the
various revenues streams of the Company:
Revenue
is recognized at the time the product is delivered. Provision for
sales returns will be estimated based on the Company's historical return
experience. Revenue is presented net of returns.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
Financial Instruments
Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31,
2005. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable and accrued
expenses. Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature and their
carrying amounts approximate fair values.
Net Income (Loss) Per Common
Share
The
Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock equivalents
outstanding. During periods in which the Company incurs losses common
stock equivalents, if any, are not considered, as their effect would be
anti-dilutive.
F-7
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Use of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Income Taxes
The
Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and income
tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the
changes in the asset or liability each period. If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required to
reduce the deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of
change.
Stock-Based Compensation
The
Company accounts for equity instruments issued to employees for services based
on the fair value of the equity instruments issued and accounts for equity
instruments issued to other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.
The
Company accounts for stock based compensation in accordance with SFAS 123,
"Accounting for Stock-Based Compensation". The provisions of SFAS 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees" (APB 25)
but disclose the pro forma effects on net income (loss) had the fair
value of the options been expensed. The Company has elected to
continue to apply APB 25 in accounting for its stock option incentive
plans.
F-8
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Recent Pronouncements
In
September 2006, the FASB issued a new accounting standard related to fair value
measurements. The new standard defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. In February 2008, the FASB issued a new provision which
delayed the effective date of the fair value measurements and disclosures for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). In August 2009, the FASB issued Accounting
Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value"
in relation to the fair value measurement of liabilities. The Company
adopted the applicable portions of the provisions of the new standards in the
fourth quarter of fiscal 2009, and will adopt the provision related to the
nonfinancial assets and nonfinancial liabilities in the first quarter of fiscal
2010. Although the Company will continue to evaluate the application of the
provision for the nonfinancial assets and nonfinancial liabilities, the Company
does not expect the adoption to have a material impact on its financial
statements.
NOTE
2. STOCKHOLDERS' (DEFICIT)
At
inception, the Company issued 99,184,000 shares of its common stock for costs
and services related to its organization aggregating $992, which approximates
the fair market value of the costs and services
provided. Accordingly, the Company has recorded a charge to
operations of $992 during the period ended December 31, 2009.
During
August 2009 the Company entered into an agreement with two individuals for
consulting services in exchange for the issuance of 2,000,000 shares of common
stock. The shares were valued at their fair market value of $100,000
and the value was charged to operations as general and administrative
expenses.
NOTE
3. INCOME TAXES
The
Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes",
which requires use of the liability method. SFAS 109 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of each
period are determined using the currently enacted tax rates applied to taxable
income in the periods in which the deferred tax assets and liabilities are
expected to be settled or realized.
F-9
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
NOTE 3.
INCOME TAXES (continued)
The
provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as
follows:
Income
tax provision at the federal
|
|
statutory
rate
|
25%
|
Effect
of operating losses
|
(25)%
|
0%
|
As of
December 31, 2009, the Company has a net operating loss carryforward of
approximately $64,000. This loss will be available to offset future
taxable income. If not used, this carryforward will expire in
2029. The deferred tax asset relating to the operating loss
carryforward has been fully reserved at December 31, 2009. The
principal difference between the operating loss for income tax purposes and
reporting purposes results from the issuance of common shares for services and
the accrual of officers' compensation.
NOTE
4. BASIS OF REPORTING
The
Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The
Company has experienced a loss from operations during its development stage as a
result of its investment necessary to achieve its operating plan, which is
long-range in nature. For the period from inception to December 31,
2009, the Company incurred a net loss of approximately $336,000. In
addition, the Company has no significant assets or revenue generating
operations.
The
Company's ability to continue as a going concern is contingent upon its ability
to attain profitable operations by securing financing and implementing its
business plan. In addition, the Company's ability to continue as a
going concern must be considered in light of the problems, expenses and
complications frequently encountered by entrance into established markets and
the competitive environment in which the Company operates.
The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
F-10
Frozen
Food Gift Group, Inc.
d/b/a
Sendascoop.com
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2009
NOTE 5.
SHAREHOLDER LOANS
To
shareholders/officers of the Company have loaned the Company $22,400 during the
fiscal year ended December 31, 2009. The loans are non-interest
bearing and are due on demand.
A
corporate stockholder has loaned the Company $25,000 during the fiscal year
ended December 31, 2009. The loan bears interest at 8% and is due
January 2011.
NOTE 6.
COMMITMENTS
The
Company leases its corporate offices on a month to month
basis.
F-11
PART
II
ITEM 13.
|
OTHER
EXPENSES OF ISSUANCE AND
DISTRIBUTION
|
The
estimated expenses of this offering in connection with the issuance and
distribution of the securities being registered, all of which are to be paid by
the Registrant, are as follows:
Registration
Fee
|
$ | 57 | ||
Legal
Fees and Expenses
|
$ | 40,000 | ||
Accounting
Fees and Expenses
|
$ | 10,000 | ||
Total
|
$ | 50,057 |
ITEM 14.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
Our
Articles of Incorporation include an indemnification provision under which we
have agreed to indemnify our directors and officers from and against certain
claims arising from or related to future acts or omissions as a director or
officer of the Company. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing, or otherwise, we
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
ITEM 15.
|
RECENT
SALES OF UNREGISTERED SECURITIES
|
During
the past three years the Company has had the following unregistered sales of its
securities:
2010
In January
2010, we issued 5,000,000 common shares to Tangiers Investors, LP for financial
advisory services. The total value of the shares on the date of issuance was
$250,000.
2009
In July
2009, we issued 1,000,000 common shares to Joseph Masters for compensation from
an Independent Contractor Agreement. The total value of the shares on the date
of issuance was $50,000.
In July
2009, we issued 1,000,000 common shares to Phillip Nagele for compensation from
an Independent Contractor Agreement. The total value of the shares on the date
of issuance was $50,000.
II-1
In
instances described above where we issued securities in reliance upon
Regulation D, we relied upon Rule 506 of Regulation D of the
Securities Act. These stockholders who received the securities in such instances
made representations that (a) the stockholder is acquiring the securities for
his, her or its own account for investment and not for the account of any other
person and not with a view to or for distribution, assignment or resale in
connection with any distribution within the meaning of the Securities Act, (b)
the stockholder agrees not to sell or otherwise transfer the purchased shares
unless they are registered under the Securities Act and any applicable state
securities laws, or an exemption or exemptions from such registration are
available, (c) the stockholder has knowledge and experience in financial and
business matters such that he, she or it is capable of evaluating the merits and
risks of an investment in us, (d) the stockholder had access to all of our
documents, records, and books pertaining to the investment and was provided the
opportunity to ask questions and receive answers regarding the terms and
conditions of the offering and to obtain any additional information which we
possessed or were able to acquire without unreasonable effort and expense, and
(e) the stockholder has no need for the liquidity in its investment in us and
could afford the complete loss of such investment. Management made the
determination that the investors in instances where we relied on
Regulation D are accredited investors (as defined in Regulation D)
based upon management’s inquiry into their sophistication and net worth. In
addition, there was no general solicitation or advertising for securities issued
in reliance upon Regulation D.
In
instances described above where we indicate that we relied upon
Section 4(2) of the Securities Act in issuing securities, our reliance was
based upon the following factors: (a) the issuance of the securities was an
isolated private transaction by us which did not involve a public offering; (b)
there were only a limited number of offerees; (c) there were no subsequent or
contemporaneous public offerings of the securities by us; (d) the securities
were not broken down into smaller denominations; and (e) the negotiations for
the sale of the stock took place directly between the offeree and
us.
ITEM 16.
|
EXHIBITS
|
EXHIBIT
|
DESCRIPTION
|
||
Articles
of Incorporation
|
|||
Amendment
to Articles of Incorporation
|
|||
Bylaws
|
|||
Opinion
of Legal Counsel
|
|||
Independent
Contractor Agreement dated July 31, 2009
|
|||
Commercial
Lease Agreement between Frozen Food Gift Group, Inc. and Winaway
International, Inc. dated October 26, 2009
|
|||
Pre-Incorporation
Agreement between the Founders of Frozen Food Gift Group, Inc.
dated January 2, 2009
|
|||
Code
of Ethics
|
|||
23.1
|
Consent
of Auditor
|
||
23.2
|
Consent
of Legal Counsel (included in
Exhibit 5.1)
|
II-2
ITEM 17.
|
UNDERTAKINGS
|
(A)
The undersigned Registrant hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: | |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment of the Registration Statement) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and | |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. | |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(4) | For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to the purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(B)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
FROZEN
FOOD GIFT GROUP, INC.
|
|||
Date:
March 10, 2010
|
By:
|
/s/ JONATHAN
F. IRWIN
|
|
Jonathan
F. Irwin
|
|||
Chief
Executive Officer, Principal Executive
Officer,
Principal Financial Officer and
Principal
Accounting Officer
|
POWER
OF ATTORNEY
Each
director and/or officer of the registrant whose signature appears below hereby
appoints Jonathan F. Irwin as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below, and to file with the Securities
and Exchange Commission, any and all amendments, including post-effective
amendments, to this Registration Statement (and to any registration statement
filed pursuant to Rule 462 under the Securities Act of 1933).
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
stated.
Signature
|
Title
|
Date
|
||
/s/
Matthew L.
Schissler
|
Chairman
of the Board
|
March
10, 2010
|
||
Matthew
L. Schissler
|
||||
/s/
Joseph
Vicente
|
Director
|
March
10, 2010
|
||
Joseph Vicente | ||||
/s/
John
J. Berkeridge,
Jr.
|
Director
|
March
10, 2010
|
||
John J. Berkeridge, Jr. |
II-4