APT Motovox Group, Inc. - FORM 10-Q

APT Motovox Group, Inc. - FORM 10-Q - August 17, 2012

Attached files

Attached files

APT Motovox Group, Inc. Reports

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EX-32.1 - CERTIFICCATION - APT Motovox Group, Inc.	ffgg_ex321.htm
EX-31.1 - CERTIFICCATION - APT Motovox Group, Inc.	ffgg_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2012
Or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

Commission File Number: 333-165406

Frozen Food Gift Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		27-1668227
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

7825 Fay Avenue, Suite 200, La Jolla, CA 92037

(Address of Principal Executive Office) (Zip Code)

888-530-3738

(Registrant’s telephone number, including area code)

With Copies to:

Gary L. Blum

Law Offices of Gary L. Blum

3278 Wilshire Boulevard, Suite 603

Los Angeles, CA 90010

(213) 381-7450

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of June 30, 2012, there were 129,017,612 shares of the Registrant's common stock, $.00001 par value outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Condensed Balance Sheets

June 30, 2012 and December 31, 2011

	June 30, 2012			December 31, 2011
	(Unaudited)
ASSETS
Current Assets:
Cash	$	19,778		$	540
Cash - restricted		-			-
Accounts receivable, net		-			-
Prepaid expenses		760			3,770
Inventory		-			-
Total current assets		20,538			4,310

Furniture and equipment, net		1,838			2,163

Security deposits		750			-

	$	23,126		$	6,473

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	698,708		$	621,083
Customer deposits		45,000			45,000
Loans payable - stockholders		18,288			45,538
Convertible not payable - stockholder - net of unamortized discount		6,441			-
Loans payable - other		110,000			214,290
Total current liabilities		878,437			925,911

Non-current Liabilities
Derivative liability		228,902			-
Total non-current liabilities		228,902			-

Stockholders' Equity:
Common stock, $0.00001 par value; 20,000,000,000 shares authorized,
129,017,612 and 112,426,666 shares issued and outstanding, respectively		1,290			1,124
Additional paid in capital		287,694			101,480
Subscription receivable		(25,000	)		-
Deficit accumulated during development stage		(1,348,197	)		(1,022,042	)
		(1,084,213	)		(919,438	)

	$	23,126		$	6,473

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.
d/b/a Sendascoop.com
(A Development Stage Company)
Condensed Statements of Operations
For the Six Months Ended June 30, 2012 and 2011, and for the Period
From January 2, 2009 (Inception) to June 30, 2012
(Unaudited)

	From January 2, 2009 (Inception) to June 30,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2012			2011			2012			2011

Revenue	$	153,726		$	-		$	14,803		$	1,104		$	30,116
Cost of goods sold		84,528			(932	)		2,573			400			7,865
Gross income		69,198			932			12,230			704			22,251

Expenses:
General and administrative expenses		81,341			2,551			80			4,553			14,645
Officer's compensation		435,000			30,000			30,000			60,000			60,000
Advertising and promotion		70,851			1,714			12,766			1,717			15,020
Director's fees		337,500			22,500			22,500			45,000			45,000
Professional fees		270,536			36,914			3,450			51,246			6,578
Rent		29,476			675			2,145			675			4,528
Selling		850			850			13,957			850			18,390
Telephone		10,670			668			1,489			1,511			2,586
		-			-			-
		1,236,224			95,872			86,387			165,552			166,747

Net (loss) before other income and expenses		(1,167,026	)		(94,940	)		(74,157	)		(164,848	)		(144,496	)

Other income and (expenses)
Derivative income		382			382			-			382			-
Interest expense		(181,553	)		(157,501	)		(10,949	)		(161,689	)		(10,949	)
Provision for income taxes		-			-			-			-			-
		(181,171	)		(157,119	)		(10,949	)		(161,307	)		(10,949	)

Net (loss)	$	(1,348,197	)	$	(252,059	)	$	(85,106	)	$	(326,155	)	$	(155,445	)

(Loss) per common share - Basic and fully
diluted	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding - Basic and fully diluted		93,351,482			126,829,850			112,426,666			122,145,464			112,426,666

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Statement of Stockholders' Equity

For the Period from January 2, 2009 (Inception) to June 30, 2012

(Unaudited)

					Additional Paid in Capital		Subscription Receivable			Accumulated Deficit During Development Stage			Total

	Common Stock
	Shares		Amount
January 2, 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	)

Shares issued for services at $0.00001 per share		11,242,666		112		-		-			-			112
Net loss		-		-		-		-			(357,090	)		(357,090	)
Balance - December 31, 2010		112,426,666		1,124		99,980		-			(693,201	)		(592,097	)

Shares issued for services at $0.05 per share		30,000		-		1,500		-			-			1,500
Net loss		-		-		-		-			(328,841	)		(328,841	)
Balance - December 31, 2011		112,456,666		1,124		101,480		-			(1,022,042	)		(919,438	)

Shares issued for cash at $0.0055 per share
per share		9,118,108		91		49,909		-			-			50,000
Shares issued for services at $0.0055
per share		2,022,014		20		11,101		-			-			11,121
Shares issued for services at $0.0055
per share		1,268,544		13		6,964		-			-			6,977
Shares issued for services at $0.0055
per share		266,252		3		1,461		-			-			1,464
Shares issued for cash at $0.02924
per share		2,564,822		26		74,974		(25,000	)		-			50,000
Shares issued for services at $0.0292
per share		311,316		3		9,087		-			-			9,090
Subtotals		128,007,722	$	1,280	$	254,976	$	(25,000	)	$	(1,022,042	)	$	(790,786	)

Subtotals		128,007,722	$	1,280	$	254,976	$	(25,000	)	$	(1,022,042	)	$	(790,786	)
Shares issued for partial conversion of loan at
$0.01 per share		625,000		6		6,244		-			-			6,250
Conversion feature liability being reclassified to
equity upon partial conversion of note payable		-		-		15,238		-			-			15,238
Shares issued for services at $0.0292
per share		233,721		2		6,823		-			-			6,825
Shares issued for services at $0.0292
per share		58,172		1		1,698		-			-			1,699
Shares issued for services at $0.0292
per share		15,512		-		453		-			-			453
Shares issued for services at $0.0292
per share		77,485		1		2,262		-			-			2,263
Net loss		-		-		-		-			(326,155	)		(326,155	)
Balance - June 30, 2012		129,017,612	$	1,290	$	287,694	$	(25,000	)	$	(1,348,197	)	$	(1,084,213	)

See accompanying notes to unaudited condensed financial statements.

	From January 2, 2009 (Inception) to June 30,			For the Six Months Ended June 30,
	2012			2012			2011
Cash flows from operating activities:
Net (loss)	$	(1,348,197	)	$	(326,155	)	$	(155,445	)
Adjustments to reconcile net (loss) to
net cash (used by) operating activities:
Derivative expense		15,238			15,238			-
Depreciation		1,412			325			325
Prepaid expenses		(760	)		3,010			2,266
Security deposits		(750	)		(750	)		-
Accounts payable and accrued expenses		698,708			77,625			101,587
Customer deposits		45,000			-			45,000
Derivative liability		228,902			228,902
Stock issued for services		142,496			39,892			-
Net cash used in operating activities		(217,951	)		38,087			(6,267	)

Cash flows from investing activities:
Purchase of equipment		(3,250	)		-			-
Net cash provided by (used in) investing activities		(3,250	)		-			-

Cash flows from financing activities:
Proceeds from sale of common stock		106,250			106,250			-
Stockholders' loans		24,729			(20,809	)		9,250
Loans - other		110,000			(104,290	)		-
Net cash provided by financing activities		240,979			(18,849	)		9,250

Net increase in cash		19,778			19,238			2,983
Cash - January 1		-			540			1,409
Cash - June 30	$	19,778		$	19,778		$	4,392

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	12,834		$	-		$	-
Income taxes	$	-		$	-		$	-

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2012

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 through June 30, 2012.

Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2011.

The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and notes thereto for the fiscal year ended December 31, 2011.

Net Income (Loss) Per Common Share
The Company calculates net income (loss) per share based on the authoritative guidance. 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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2012

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.

Segment Information
The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Income Taxes
Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2012

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level three fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2011, the FASB issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The Company adopted this standard effective January 1, 2012 and it did not affect our results of operations, financial condition or liquidity.

In August 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2013 and early adoption is permitted.

Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2012

Note 2. STOCKHOLDERS' EQUITY

The Company has authorized 200,000,000,000 shares of common stock with a par value of $0.00001 per share. At June 30, 2012 and December 31, 2011, 112,426,666 shares of common stock were issued and outstanding.

At inception, the Company issued 99,184,000 shares of its common stock for costs and services related to its organization aggregating $992, which approximated the fair market value of the costs and services provided. Accordingly, the Company recorded a charge to operations of $992 during the year ended December 31, 2009.

During July 2009, the Company entered into an agreement with three 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.

In July 2010, the Company issued 11,242,666 shares of its common stock for consulting services at par value of $0.00001 (or $112). The shares were valued at their fair market value of $112 and the value was charged to operations as general and administrative expenses.

In September 2011, the Company issued 30,000 shares of its common stock for consulting services at $0.05 per share (or $1,500). The shares were valued at their fair market value of $1,500 and the value was charged to operations as general and administrative expenses.

In February 2012, the Company issued 9,118,108 shares of its common stock for cash at $0.0055 per share (or $50,000).

In March 2012, the Company issued 2,022,014 shares of its common stock for consulting services at $0.0055 per share (or $11,121). The shares were valued at their fair market value of $11,121 and the value was charged to operations as professional fees.

In May 2012, the Company issued 3,050,000 shares of its common stock for cash at $0.0246 per share (or $75,000).

In May 2012, the Company issued 1,447,000 shares of its common stock for consulting services at $0.0245 per share (or $35,452). The shares were valued at their fair market value of $35,452 and the value was charged to operations as professional fees.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2012

Note 2. STOCKHOLDERS' EQUITY (continued)

In June 2012, the Company issued 625,000 shares of its common stock for consulting services at $0.0245 per share (or $15,313). The shares were valued at their fair market value of $15,313 and the value was charged to operations as professional fees.

Note 3. INCOME TAXES

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:

As of June 30, 2012, the Company has a net operating loss carryforward of approximately $1,190,000. This loss will be available to offset future taxable income. If not used, this carryforward loss will begin to expire in 2029. The deferred tax asset relating to the operating loss carryforward has been fully reserved at June 30, 2012. The principal difference between the operating loss for income tax purposes and reporting purposes results from the issuance of common shares for services.

Income tax provision at the federal statutory rate	34	%
Effect of operating losses	(34)	%
	0	%

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 June 30, 2012, the Company incurred a net loss of approximately $1,348,000. In addition, the Company has no significant assets or revenue generating operations.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

Note 4. BASIS OF REPORTING (continued)

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.

Note 5. CONVERTIBLE LOAN

On June 5, 2012, the Company retired a non-interest bearing note payable due to a stockholder of the Company in the principal amount of $100,290 by replacing the note with a convertible note payable. Terms of the replacement convertible note are as follows: principal balance of $100,290, maturity date of June 5, 2013, interest accrues at the rate of 7% per annum, and principal is convertible into shares of common stock at a conversion rate equal to the lesser of (i) $0.01 per share, or (ii) 50% of the current market price of common stock, as defined in the agreement.

Upon default, which includes but is not limited to, the Company not being able to deliver common shares upon conversion, the debt holder can put the principal back to the company at the greater of (i) the principal amount due, or (ii) an amount equal to the product of the number of share that would be received upon conversion times the current fair value of the common stock, as defined. Also, upon default, interest accrues at the rate of 18% per annum.

On June 8, 2012, the stockholder converted $6,250 of principal into 625,000 shares of common stock. After the conversion, outstanding principal due the stockholder was $94,040.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

Note 5. CONVERTIBLE LOAN (continued)

The Company is accounting for the conversion feature as a separate derivative liability under ASC 815. As such, the Company will carry the conversion feature liability at fair value on the balance sheet. The Company determined the fair valued of the conversion feature as of June 5, 2012 and also as of the quarter ended June 30, 2012. The fair value took into consideration the look-back provision and was determined pursuant to the guidance provided by ASC 718-50-55-24, which required the Company to use a combination of the fair value of a share of common stock and a share’s put and call value determined using an option valuation model. To determined the put and call values, the Company used the Black-Scholes option valuation model using the following inputs: the fair value of share of common stock of $0.0292, exercise price of $0.01 per share, remaining contractual term (1 year as of June 5, 2012), volatility of approximately 59%, and a risk-free interest rate of approximately 0.2%. To determine the fair value of a share of common stock, the Company used the last trading price that took place on April 30, 2012 for which shares of common stock were sold. Volatility was determined by using a peer group of public companies, and the Company used US treasuries with a similar a contractual term to determine the risk-free interest rate.

The conversion feature was fair valued at $244,522 at June 5, 2012 and $228,902 at June 30, 2012. The fair value at June 30, 2012 took into consideration the $6,250 of principal conversion, which resulted in $15,238 of conversion feature liability being reclassified to equity. The change in fair value of the conversion liability is being recorded through operating results. During the quarter ended June 30, 2012, the Company recognized other income of $382 related to the change in fair value of the conversion feature.

When recording the conversion feature liability at June 5, 2012, the Company recognized a 100% debt discount on the note payable of $100,290 and interest expense of $144,232. The debt discount is being accreted to interest expense using the straight-line method over the one-year contractual term of the debt. The June 8, 2012 principal conversion resulted in the accelerated accretion of $6,250. During the quarter ended June, 30, 2012, the Company also recognized in the normal course accretion of $6,441.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with our financial statements and related notes thereto included elsewhere in our financial statements and notes thereto and the related "Management's Discussion and Analysis of Financial Condition and Results of Operations".

Summary and Outlook of the Business

The Company, an online retailer that operates in the food gift industry, was started in January 2009 and operates in a highly competitive industry. For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company had net losses of approximately $326,155, $155,445 and $1,348,197 respectively. To date management has been able to finance the business via private placements of its common stock and the issuance of debt. We plan to grow the Company’s customer base with an aggressive marketing plan targeted at both consumer and business customers, provided we are able to obtain the necessary capital to do so.

Revenues

For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company recorded revenue of $1,104, $30,116 and $153,726 respectively. The Company did not record any revenue for the year ended December 31, 2009.

General and Administrative Expenses

We expect that general and administrative expenses associated with executive compensation will increase in the future. Our Chief Executive Officer began to be paid salary in 2009.

Going Concern

Our 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 June 30, 2012, the Company incurred a net loss of approximately $1,348,197. 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 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 what to date have been modest revenues within its core businesses.

Results of Operations for the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012

Revenue. For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company recorded revenue of $1,104, $30,116 and $153,726 respectively. Management believes revenue growth may accelerate in 2013 if additional capital can be obtained and applied to completing and upgrading the Company’s online presence.

Gross Income. For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company’s gross income was $704, $30,116 and $69,168 respectively. Management believes that it will experience an increase in gross profits during 2013 as it continues to establish a market for its products and services.

General & Administrative Expenses. For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company’s general and administrative expenses were $4,553, $14,645 and $81,341 respectively. Management believes that these expenses will increase if the business grows and additional personnel and larger facilities are required for the operation of the business.

Net Loss. For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, the Company had net losses of approximately $326,155, $155,445 and $1,348,197 respectively. The net loss was primarily related to Officer’s compensation and Director’s fees.

As of June 30, 2012, the Company had an accumulated deficit of $1,348,197, and as of December 31, 2011, the Company’s accumulated deficit was $1,022,042.

Liquidity and Capital Resources

The Company is currently illiquid. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, as well as successful implementation of its business plan which contemplates increasing revenues significantly. Since its inception, the Company has been funded by its Chairman, Chief Executive Officer, Board members and persons related to or acquainted with these. To remedy the current deficiency in our liquidity position, we plan to raise additional capital through additional private equity offerings, strategic agreements with partner companies, and private debt placement. Whether we will be successful in obtaining additional capital, or obtaining such capital on commercially reasonable terms, and whether we can significantly increase revenues, is uncertain.

As of June 30, 2012, total current assets were $23,126, which consisted of $19,778 of cash and $760 of prepaid expenses. As of December 31, 2011, total current assets were $4,310, which consisted of $540 of cash and $3,770 of prepaid expenses.

As of June 30, 2012, total current liabilities were $878,437, which consisted of $698,708 of accounts payable and accrued expenses, $45,000 of customer deposits, and $134,729 of loan payable obligations. As of December 31, 2011, total current liabilities were $925,911, which consisted of $621,083 of accounts payable expenses and $259,828 of loan payable obligations.

For the six months ended June 30, 2012 and 2011, and for the period from inception to June 30, 2012, net cash used in operating activities was $38,087, $(6,267) and $(217,951) respectively.

Cash flows from financing activities represented the Company’s principal source of cash for the period from inception through June 30, 2012. Cash flows from financing activities for the period from January 1 to June 30, 2012, were $(18,849), consisting of proceeds from private sales of common stock, shareholder loans and notes payable. Cash flows from similar financing activities during the same period in 2011 were $9,250, and $240,979 from inception to June 30, 2012.

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 June 30, 2012. 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

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at December 31, 2011.

Income Taxes

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level three fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2011, the FASB issued guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives; present items of net income and other comprehensive income in (1) one continuous statement, referred to as the statement of comprehensive income, or (2) in two separate, but consecutive, statements of net income and other comprehensive income. This guidance is effective as of the beginning of a fiscal year that begins after December 15, 2011. Early adoption is permitted, but full retrospective application is required under both sets of accounting standards. The Company is currently evaluating which presentation alternative it will utilize.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2011. Following this review and evaluation, management determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

The deficiency in our disclosure controls and procedures is related to a lack of segregation of duties due to the lack of an accounting department and the fact that we only have one employee at present due to the limited financial resources of the Company. We continue to actively search for additional capital in order to be in position to remediate this lack of segregation of duties.

Changes in Internal Control over Financial Reporting

There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon management’s assessment using the criteria contained in COSO, and for the reasons discussed below, our management has concluded that, as of December 31, 2011, our internal control over financial reporting was not effective.

Based on its evaluation, the Company's Chief Executive Officer identified a major deficiency that existed in the design or operation of our internal control over financial reporting that it considers to be a “material weakness”. The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.”

The deficiency in our internal control is related to a lack of segregation of duties due to our lack of an accounting department and the lack of experienced in-house accountants due to the limited financial resources of the Company. We continue to actively search for additional capital in order to be in position to add the necessary staff to address this material weakness.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings.

ITEM 1A.

RISK FACTORS.

Not required for smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

In June 2012, the Company privately issued 625,000 shares of our common stock to Tangiers Partners, LP in accordance with a convertible Exchange Note. The purchase price was $.01 per share with a total value of $6,250 in stock.

In May 2012, we privately issued 1,447,000 shares of our common stock to ANP Industries, Inc., as compensation and retainer for business consulting services rendered and further follow on services extending to July of 2012.

In May 2012, we privately issued 3,050,000 shares of our common stock to Tangiers Partners, LP, in exchange for the sum of $75,000, paid in cash. These shares represent 2% of the Company’s outstanding capital stock, calculated after issuance.

USE OF PROCEEDS

The Company is utilizing the proceeds for general corporate purposes including following our business plan and the payment of loans incurred by us.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

[REMOVED AND RESERVED].

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

The following documents are filed as a part of this report or incorporated herein by reference:

Exhibit No.		Description

2.0		Form of Common Stock Share Certificate of Frozen Food Gift Group, Inc. (1)

3.0		Articles of Incorporation of Frozen Food Gift Group, Inc. (2)

3.1		Amendment to Articles of Incorporation (2)

3.2		Bylaws of Frozen Food Gift Group, Inc. (2)

10.1		Independent Contractor Agreement with Phillip Nagele and Joseph Masters dated July 31, 2009 (2)

10.2		Commercial Lease Agreement by and between Winaway International, Inc. and Frozen Food Gift Group, Inc., dated October 26, 2009 (3)

10.3		Commercial Lease Agreement between McCleary Maritime Properties, LLC and Frozen Food Gift Group, Inc., dated September 23, 2010 (9)

10.4		Pre-Incorporation Agreement between the Founders of Frozen Food Gift Group, Inc. dated January 2, 2009 (3)

10.5		Independent Contractor Agreement with Judd Handler dated January 8, 2010 (3)

10.6		Addendum to NEWCO Ice Cream Independent Contractor Agreement, dated July 31, 2009 (4)

10.7		Letter Agreement with ANP Industries, Inc. dated July 7, 2010 (4)

10.8		Independent Contractor Agreement with Joseph Schmedding dated April 1, 2011 (7)

10.9		Resignation of Director from Company’s Board (5)

10.10		Private Issuance of Common Shares (6)

10.11		Promissory Note issued to Tangiers Investors, LP, dated July 1, 2011 (7)

10.12		Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (10)

10.13		Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011 (10)

10.14		Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (10)

10.15		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (10)

10.16		Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (10)

10.17		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012 (10)

10.18		Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012 (10)

10.19		Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012 (10)

10.20		7% Convertible Note due June 5, 2013 issued to Tangiers Investors, LP, on June 5, 2012 (10)

10.21		Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012 (10)

14.0		Code of Ethics (2)

31.1		Certification of Chief Executive and Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as amended *

32.1		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350 *

* Filed herewith

(1)	Previously filed on Form 10-K on March 30, 2012.

(2)	Previously filed on Form S-1 on March 11, 2010.

(3)	Previously filed on Form S-1 on May 14, 2010.

(4)	Previously filed on Form S-1 on June 3, 2011.

(5)	Previously filed on Form 8-K on January 31, 2012.

(6)	Previously filed on Form 8-K on February 20, 2012.

(7)	Previously filed on Form 10-Q on November 18, 2011.

(8)	Previously filed on Form 10-Q on May 14, 2012.

(9)	Previously filed on Form S-1 on January 21, 2011.

(10)	Previously filed on Form S-1 on August 1, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Frozen Food Gift Group, Inc.

Date: August 17, 2012	By:	/s/ Jonathan Irwin
		Jonathan Irwin
		Chief Executive Officer

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2012 and 2011, and for the Period

From January 2, 2009 (Inception) to June 30, 2012