Frozen Food Gift (FROZ) 10-K 2012 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2012
	Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934
For the transition period from: ____________ to ____________

Frozen Food Gift Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-165406	27-1668227
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	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 or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $.00001

(Title of Class)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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. Yes þ No o

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). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting stock held by non-affiliates of the registrant, as of February 15, 2013, was approximately $1,391,439. For purposes of this disclosure, companies that hold more than 5% of the outstanding shares of common stock, persons who hold more than 10% of the outstanding shares of common stock, and shares held by executive officers and directors of the registrant have been excluded because such persons may be considered to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 15, 2013, the Company had 129,017,612 outstanding shares.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

DOCUMENTS INCORPORATED BY REFERENCE

Part IV of this 10-K incorporates by reference certain Exhibits that were previously filed by the registrant.

INDEX

PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	8
Item 2.	Properties.	8
Item 3.	Legal Proceedings.	8
Item 4.	Mine Safety Disclosures.	8
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	9
Item 6.	Selected Financial Data.	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	9
Item 8.	Financial Statements and Supplementary Data.	12
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	12
Item 9A.	Controls and Procedures.	12
Item 9B.	Other Information.	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accounting Fees and Services.	19
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	20
SIGNATURES		23

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PART I

“SAFE HARBOR” STATEMENT

Some of the information contained in this Annual Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We base these forward-looking statements on our current views with respect to our business strategy, business plan, financial performance and other matters, both with respect to us, specifically, and our business sector, in general. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise, but the absence of these words does not necessarily mean that a statement is not forward-looking.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those factors set forth in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Please consider our forward-looking statements in light of those risks as you read this Annual Report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by the cautionary language above. You should consider carefully all of the factors set forth or referred to in this Annual Report, as well as others, that could cause actual results to differ.

ITEM 1.  BUSINESS.

Overview

Frozen Food Gift Group, Inc. is a Delaware corporation, which was formed in January 2009. The Company is a development stage company, and currently does business as SendaScoop.com and as “SendaScoop”.

The Company is an e-commerce retailer that sells and ships frozen desserts, ice cream, and associated food products throughout the US to both consumer and business customers. The products are typically purchased as mail order gifts. Common purchase occasions include birthdays, holidays and thank you gifts. Orders can be placed twenty four hours a day through the company’s online store.

The Company currently utilizes a single vendor to handle all operational functions including customer service, production, order processing, order customization, packaging and shipping. Ice cream is our primary product, and it is produced via a private label arrangement with an ice cream producer. There are other vendors available to provide similar inventory and service at similar pricing, were the Company to lose its relationship with its current vendor. The Company handles the administrative and marketing functions of the business with one full-time employee and four Independent Contractors.

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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 pursue various aspects of its operating plan, which is long-range in nature. For the period from inception to December 31, 2011, the Company incurred a net loss of approximately $1,601,518. 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, which we estimate at $250,000 over the next 12 months. If we are unable to generate profits and to are unable 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.

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 an e-commerce website. The industry is fragmented and is composed of hundreds of competing companies of varying sizes from mom-and-pops to large national companies.

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 the Internet allows small companies to successfully compete with much larger competitors.

Customers

The Company sells its products to both consumer and business customers. Virtually every American is familiar with frozen desserts and ice cream, thus our potential customer base is widely spread among numerous demographic categories. Less well known is the ability to purchase ice cream products through the Internet and have them delivered to long distance destinations on specified future dates.

Our products are ordered by consumers looking for a creative way to celebrate and recognize any number of occasions including birthdays, anniversaries and holidays.

We believe that our product can be attractive to business customers looking for a creative way to thank its customers, its employees, and for general workplace celebrations. To date or sales have been nominal, and over the last 12 months we have shipped ice cream to a total of 543 customers.

Products

Customers can choose from numerous options including ice cream cakes, ice cream sundae party boxes and ice cream cone party boxes.

Our products’ prices range from $35.95 to $95.95. Each package contains all items required to enjoy the product such as spoons, plates, napkins, toppings and ice cream scoopers. We 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.

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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.

Marketing

The Company’s marketing strategy is to implement a combination of targeted mass marketing techniques, if and when funding is available to do so. Our principal focus is web marketing, including Search Engine 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. Our 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.

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 market our products to people that are willing to spend a premium for our product compared to mail order gift items with lower price points such as flowers.

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.

The vast majority of competitors use the Internet as their sole channel of distribution, as with our company, although several large national food gift companies combine their online stores with catalog mailings and traditional brick-and-mortar retail stores. Further, there are also franchised food gift competitors with both Internet and brick-and-mortar retail stores.

We know of four small competitors in the online ice cream market that operate similar businesses to ours at competitive pricing, and there may be more. We believe with proper financing, we can mount a successful campaign to drive business to our Internet site and expand our brand in this market.

Suppliers

The Company utilizes Global Specialty Products, Inc. (“Global”), of Orange, California, to handle operational functions including production, order processing, order customization, packaging and shipping. This vendor also produces our ice cream under a private label with SendaScoop. We operate on an open account basis with Global, and currently pay fixed prices for ice cream. We pay separately for shipping materials, and also pay a flat fulfillment fee per order shipped. If for any reason Global were unavailable to continue preparing and shipping our orders, there are many other ice cream manufacturers who would provide similar products and services at competitive prices.

Regulatory

The Company’s industry is not regulated by any government agencies. The Company is not regulated by any government agencies.

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Properties

None.

Employees

The Company currently has one employee, its Chief Executive Officer (Jonathan Irwin).

ITEM 1A.  RISK FACTORS.

Our business faces many risks, including, but not by way of limitation, those discussed below. Additional unknown risks or risks that we currently consider immaterial may also impair our business operations. If any of the events or circumstances described below actually occurs, our business, financial condition or results of operations could suffer, and if our common stock becomes publicly traded, the trading price of our shares of common stock could decline significantly. Investors should consider the specific risk factors discussed below, together with the “Cautionary Note Regarding Forward-Looking Information” and the other information contained in this Form 10K and the other documents that we will file from time to time with the Securities and Exchange Commission.

-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 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, 2012, the Company incurred a net loss of approximately $1,601,518. 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, and its success in raising additional capital over the next 12 months to finance the continued implementation of 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.

-If we are unable to obtain additional financing or generate revenue we will not have sufficient cash to continue operations.

We estimate we will need approximately $250,000 in additional capital infusion, in the form or debt or equity, or some combination, over the next 12 months. 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 would limit prevent 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, and may require that we relinquish valuable rights.

-We currently operate at a loss.

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, shareholders could lose their entire investment. We do not expect to generate revenues in the next twelve months sufficient to support our operations and therefore will have to rely on the infusion of additional debt or equity financing, to the extent available.  Whether such additional financing will be available, or available on commercially reasonable terms, is at this date uncertain.

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-Our business and prospects are difficult to evaluate.

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.  As a result, an investment in us should be considered a high-risk investment whereby you could lose your entire investment.

-We face significant competition.

We face intense competition in the food gift industry from other established companies competing for the consumer’s discretionary dollar with a variety of products, as well as ice cream sales.  Many of these companies have significantly greater resources than ours and vastly more experience. 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 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, and there are no barriers to entry.

-We could fail to retain our Chief Executive Officer, which could be detrimental to our operations.

Our success largely depends on the efforts and abilities of our Chief Executive Officer, Jonathan F. Irwin. We do not have an employment agreement with Mr. Irwin, nor do we carry key man insurance on his life. The loss of his services could materially harm our business because of the cost and time necessary to find his successor.

-There is currently little liquidity in our common stock.

Our common stock is currently available for trading on the OTC Bulletin Board, but few trades have taken place. Because of this limited liquidity, our stockholders may be unable to sell their shares. Moreover, 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 could be affected by a number of factors, including events described in the Risk Factors set forth herein, as well as our operating results, financial condition, public announcements by us, general conditions in our industries, and other events or factors. In a volatile market, we may experience wide fluctuations in the market price of our common stock, and these fluctuations may have a negative effect on the market price of our common stock.

-Our stock will likely 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 (exclusive of principal residence) 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. 

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FORWARD LOOKING STATEMENTS

This Report and the documents incorporated by reference in this prospectus contain certain forward-looking statements and 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. We undertake no obligation to update forward-looking statements.

ITEM 1B.  UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.     PROPERTIES.

Our corporate headquarters are located at 7825 Fay Avenue, Suite 200, La Jolla, California 92037. In July 2012 the Company entered into a nine month lease for its corporate offices. The agreement required the Company to make minimum monthly lease payments plus its pro-rata share of operating expenses amounting to $750 per month. The lease terminated in March 2013 whereupon the Company exercised the option to extend the lease in six month increments.

ITEM 3.     LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings.

ITEM 4.     MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Holders. As of February 15, 2013, our Common Stock was held by 104 shareholders of record. Our transfer agent is Issuer Direct Corporation, with offices at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560, phone number 919-481-4000. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of stock.

(b) Dividends. We have never declared or paid a cash dividend. There are legal restrictions which preclude our ability to pay cash dividends on our common shares so long as we have an accumulated deficit. We do not anticipate declaring or paying any cash dividends in the foreseeable future.

(c) Securities Authorized for Issuance Under Equity Compensation Plans.

None.

Recent Issuances of Unregistered Securities

None.

Repurchase of Shares

The Company did not repurchase any of our shares during the year ended December 31, 2012.

ITEM 6.     SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

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 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 fiscal years ended December 31, 2012 and 2011, the Company had net losses of $579,476 and $357,090 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.

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Revenues

Revenues for the year ended December 31, 2012, were $3,406 compared to $50,998 for the year ended December 31, 2011. If we can obtain additional capital, we believe we can begin to increase revenues by investing heavily in marketing to build brand awareness and generate new customers. We estimate that our future marketing and sales costs over the next 12 months will be $60,000, if we are able to obtain the necessary capital to cover these expenditures.

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, 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, 2012.

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.

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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.

Results of Operations for the Years Ended December 31, 2012 and 2011

Revenue. For the year ended December 31, 2012, revenues were $3,406 compared to $50,998 for the year ended December 31, 2011. If we are able to obtain additional capital, we plan to invest heavily in marketing and sales in order to build brand awareness and generate new customers. We estimate that our future marketing and sales costs will be $60,000 over the next 12 months, if we are able to obtain sufficient capital to support such an effort.

Gross Income. For the year ended December 31, 2012, gross income was $(887) compared to $10,349 for the year ended December 31, 2011. Management believes that it will experience an increase in gross profits during 2012 as it continues to establish a market for its products and services.

Expenses. For the year ended December 31, 2012, total expenses were $332,775 compared to $331,049 for the year ended December 31, 2011. Management believes expenses will increase in 2012 as the Company attempts to grow, primarily in personnel and marketing costs.

Net Loss. For the year ended December 31, 2012, the Company’s net loss was $333,662 compared to $320,700 for the year ended December 31, 2011. The losses are primarily related to personnel costs.

For the year ended December 31, 2012, the Company’s accumulated deficit was $1,601,518 compared to $1,022,042 for the year ended December 31, 2011.

Financial Condition, 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 December 31, 2012, total current assets were $124,796, which consisted of $24,851 of cash, $1,133 of prepaid expenses and $96,549 in loan receivables. As of December 31, 2011, total current assets were $6,473, which consisted of $540 in cash and $3,770 in prepaid expenses.

As of December 31, 2012, total current liabilities were $1,115,163, which consisted of $782,709 of accounts payable expenses, $45,000 in customer deposits and $287,454 of loan payable obligations. As of December 31, 2011, total current liabilities were $925,911, which consisted of $621,083 of accounts payable expenses, $45,000 of customer deposits, and $259,828 of loan payable obligations.

For the year ended December 31, 2012, net cash used by operating activities was $156,378 compared to $88,297 for the year ended December 31, 2011.

Cash flows from financing activities for the year ended December 31, 2012, were $180,689, which included $131,250 in proceeds from common stock issuances, $269,040 in proceeds from convertible notes payable issuances and $15,238 in capitalized derivative costs. Cash flows from financing activities for the year ended December 31, 2011, were $87,428 consisting of proceeds from shareholder loans and notes payable.

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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 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements and supplemental schedule and notes thereto as of December 31, 2012 and 2011, and for each of the two years then ended, together with the independent registered public accounting firm’s reports thereon, are set forth on pages beginning on page F-1 of this Annual Report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.  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, 2012. Following this review and evaluation, management determined that our disclosure controls and procedures are 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.

12

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, 2012. 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, 2012, our internal control over financial reporting was effective.

ITEM 9A(T) CONTROLS AND PROCEDURES.

Not applicable.

ITEM 9B.  OTHER INFORMATION.

On February 25, 2013, the Company executed a convertible promissory note with Tangiers Investors, LP, by which the Company received $25,000 and agreed to pay the principal amount of $25,000 plus all accrued interest at 10% per annum until the Maturity Date of August 25, 2013.

On February 28, 2013, the Company executed an assignment agreement by which the Assignee (Long Side Ventures, LLC) assumed $100,800 of the Assignors’ (JMJ Financial) right, title, and interest in and to a convertible promissory note dated as of December 15, 2009, made by the Company in the favor of the Assignor in an original principal amount of $300,000 for which $75,000 of consideration was paid to the Company.

On March 6, 2013, the Company executed an assignment agreement by which the Assignee (Taconic Group, LLC) assumed $12,500 of the Assignors’ (Tangiers Investors, LP) right, title, and interest in and to a convertible promissory note dated as of August 27, 2012, made by the Company in the favor of the Assignor in an original principal amount of $12,500 for which full consideration was paid to the Company.

On March 6, 2013, the Company executed an assignment agreement by which the Assignee (Taconic Group, LLC) assumed $12,500 of the Assignors’ (Tangiers Investors, LP) right, title, and interest in and to a convertible promissory note dated as of September 19, 2012, made by the Company in the favor of the Assignor in an original principal amount of $12,500 for which full consideration was paid to the Company.

13

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of our executive officer and directors as of February 15, 2013. 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 officer, and the term of office is at the discretion of the Board, except to the extent governed by an employment contract.

Our directors’ and executive officers’ ages and positions are as follows:

Name	Age	Position with the Company
Matthew Schissler	41	Chairman
John Berkeridge, Jr.	35	Director
Jonathan Irwin	42	Chief Executive Officer, Director

Matthew L. Schissler is the 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. From April 2001 until January 2003, Mr. Schissler was the President and Chief Executive Officer of RainMakers International, an advertising agency that he founded. He earned a Bachelor of Arts in Biology from St. Mary’s College of Maryland in 1993. As a result of Mr. Schissler’s experience with public companies and management, the Board of Directors concluded that Mr. Schissler would be an excellent addition to the Board of Directors.

John J. Berkeridge, Jr. is employed by Penske Truck Leasing as an Executive National Account Manager, where he has worked since February 2000. Mr. Berkeridge has served as a director of the Company from November 2009 to the present. Mr. Berkeridge’s duties at Penske Truck Leasing include the management of corporate relationships of large companies with headquarters in the Mid-Atlantic region of the US, in addition to managing new business acquisition for national accounts in the same geographic footprint. As a result of Mr. Berkeridge’s sales and product marketing experience, the Board of Directors concluded that Mr. Berkeridge would be an excellent addition to the Board of Directors.

Jonathan F. Irwin is the Chief Executive Officer and a founder of the Company. Mr. Irwin also serves as the Company’s Principal Financial Officer and Principal Accounting Officer. 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. Primary responsibilities included sales, marketing and creative oversight. From April 1996 to June 2004, Mr. Irwin was the President of UR Media Group, a collegiate marketing firm that he founded. Mr. Irwin has 14 years of experience in finance and accounting, in addition to earning a Masters in Business Administration from Loyola University of Maryland in 2003, and a Bachelor of Arts in Economics from St. Mary’s College of Maryland in 1992. As a result of Mr. Irwin’s experience with marketing and management of companies, the Board of Directors concluded that Mr. Irwin would be an excellent addition to the Board of Directors.

Involvement in Certain Legal Proceedings

None of our officers, directors, promoters or control persons has 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
(4)	Any type of business, securities or banking activities; or
(5)	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.

14

Committees; Audit Committee Financial Expert.

Our board does not have an Audit Committee or other committees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires that our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and with any exchange on which the Company's securities are traded. Officers, directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To our knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2011, Section 16(a) filing requirements applicable to our officers and directors were not complied with.

Code of Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Chief Executive Officer and persons performing similar functions. Although not required, the Code of Ethics also applies to our Board. The Code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior. We will provide a copy of the Code of Ethics to any person without charge, upon request. The request for a copy can be made in writing to Frozen Food Gift Group, Inc., 7825 Fay Avenue, Suite 200, La Jolla, CA 92037, Attention: Jonathan Irwin.

Changes in Nominating Procedures

None.

ITEM 11.   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 2012 and 2011 fiscal years as shown in the following table.

SUMMARY COMPENSATION TABLE

Overview

The following is a discussion of our program for compensating our named executive officer(s) 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 officer(s).

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 executive compensation with the achievement of our short- and long-term business objectives.

15

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 any 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 officer(s) consists primarily of base salary.  The base salary we provide is intended to equitably compensate the named executive officer(s) based upon their level of responsibility, complexity and importance of role, leadership and growth potential, and experience.

Base Salary

Our named executive officer(s) 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 the 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 officer(s) in 2012 and 2011 are reflected in the Summary Compensation Table below.

Stock-Based Awards under the Equity Incentive Plan  

We do not provide equity awards as a component of compensation.  

Employment Agreements

The Company does not currently have any employment agreements.

Retirement Benefits

We have not adopted a tax-qualified employee savings and retirement plan.

Perquisites

Historically, we have not provided our named executive officer(s) 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.

16

Summary Compensation Table

The Company accrued or paid compensation to the executive officers as a group for services rendered to the Company in all capacities during the 2012 and 2011 fiscal years as shown in the following table.

Name and Position	Year	Salary ($)(1)			Bonus ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Jonathan Irwin	2012		120,000	(2)		-		-		-		120,000
Chief Executive Officer	2011		120,000	(3)								120,000

___________

(1)	The values shown in this column represent the dollar amount recognized for financial statement reporting purposes with respect to the 2012 and 2011 fiscal years.
(2)	In 2012, Mr. Irwin received $42,000 in cash compensation and $78,000 of deferred compensation. Deferred compensation is to be paid to Mr. Irwin by January 1, 2014, in cash payments and/or shares of stock in the Company.
(3)	In 2011, Mr. Irwin received $24,500 in cash compensation and $95,500 of deferred compensation. Deferred compensation is to be paid to Mr. Irwin by January 1, 2014, in cash payments and/or shares of stock in the Company.

Outstanding equity awards at fiscal year end.

None.

COMPENSATION OF DIRECTORS

Director Compensation for year ending December 31, 2012

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, 2012.

Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)
Matthew Schissler		90,000	(2)		-		-		-		-		-		-
John Berkeridge, Jr.		-			-		-		-		-		-		-
Joseph Vicente (3)		-			-		-		-		-		-		-
Jonathan Irwin		-			-		-		-		-		-		-

(1)	The values shown in this column represent the dollar amount recognized for financial statement reporting purposes with respect to the 2012 fiscal year.
(2)	Mr. Schissler received no cash compensation and $90,000 of deferred compensation. Deferred compensation is to be paid to Mr. Schissler by January 1, 2014, in cash payments and/or shares of stock in the Company.
(3)	Mr. Vicente resigned from the Company’s board on January 26, 2012, for personal reasons. There was no disagreement with the Registrant on any matter in connection with his departure. Mr. Vicente did not serve on any of the Committees of the Board of Directors.

17

Compensation Committee Interlocks and Insider Participation

We did not have a Compensation Committee during the year ended December 31, 2012. During the fiscal year ended December 31, 2012, none of our executive officers served on the Board of Directors of any entities whose directors or officers serve on our Board of Directors.

Compensation Committee Interlocks and Insider Participation

We did not have a compensation committee during the year ended December 31, 2012. During the fiscal year ended December 31, 2012, none of our executive officers served on the Board of Directors of any entities whose directors or officers serve on our Board of Directors.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of February 15, 2013, except as otherwise noted, with respect to the beneficial ownership of our common stock and is based on 129,017,612 shares of common stock issued and outstanding and entitled to vote as of said date as to:

●     Each person known by the Company to own beneficially more than five percent of our issued and outstanding common stock;

●     Each director and prospective director of the Company;

●     The Company’s Chief Executive Officer and each person who serves as an executive officer of the Company; and all executive officers and directors of the Company as a group.

Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Stock Class	Name/Address	Number of Shares		Percent
Officers and Directors
Common	Matthew L. Schissler, Chairman		46,592,000		36.1	%
Common	Jonathan F. Irwin, CEO		46,592,000		36.1	%
Common	John J. Berkeridge, Jr., Director		1,000,000		0.8	%
Officers and Directors as a Group			94,184,000		73.0	%
5% or More Shareholders
Common	ANP Industries, Inc.		12,678,424		9.83	%
Common	Tangiers Partners, LP		12,168,108		9.43	%

__________

* Less than 1% of the outstanding common stock.

(1) Except as noted above, the address for the above identified officer and directors of the Company is c/o Frozen Food Gift Group, Inc., 7825 Fay Avenue, Suite 200, La Jolla, California, 92037. 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 February 15, 2013, are deemed outstanding for computing the percentage of the person holding such option or warrant. Percentages are based on a total of 129,017,612 shares of common stock outstanding on February 15, 2013.

18

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

None.

Director Independence

Mr. Schissler and Mr. Berkeridge are independent as that term is defined under the NASDAQ Marketplace Rules.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.

David A. Aronson, CPA, P.A., serves as our independent registered public accounting firm and audited our financial statements for the years ended December 31, 2012 and 2011.

	2012		2011
Audit fees	$	11,250	$	11,250
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total	$	11,250	$	11,250

The board of directors pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.

19

PART IV

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

(1)	Our Consolidated Financial Statements are listed on page F-1 of this Annual Report.
(2)	Financial Statement Schedules.
	None.
(3)	Exhibits:
	The following documents are filed as a part of this Annual 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*
10.13	Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011*

20

10.14	Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011*
10.15	Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (*, 6)
10.16	Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (*, 6)
10.17	Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012*
10.18	Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012*
10.19	Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012*
10.20	7% Convertible Note issued to Tangiers Investors, LP, dated June 5, 2012*
10.21	Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012*
10.22	10% Convertible Note issued to Brent Coetzee, dated November 7, 2012 (*, 10)
10.23	10% Convertible Note issued to Jeffrey Saltzman, dated November 21, 2012 (*, 10)
10.24	10% Convertible Note issued to Daniel Kaplan, dated November 21, 2012 (*, 10)
10.25	Stock Purchase Agreement with Miami Ice Machine Company, Inc., dated February 22, 2013*
10.26	10% Convertible Note issued to Tangiers Investors, LP, dated February 25, 2013*
10.27	Note Purchase Agreement with Tangiers Investors, LP, dated February 25, 2013*
10.28	Assignment Agreement with JMJ Financial and Long Side Ventures, LLC, dated February 28, 2013*
10.29	12% Convertible Note issued to Long Side Ventures, LLC, dated February 28, 2013*
10.30	Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013*
10.31	12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013*
10.32	Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013*

21

10.33	12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013*
14.0	Code of Ethics (2)
23.1	Consent of Independent Registered Public Accounting Firm*
31.1	Certification of the registrant’s Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

__________

* 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 8-K on November 29, 2012.

22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: 4/15/13	By:	/s/ JONATHAN IRWIN
		JONATHAN IRWIN
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JONATHAN IRWIN	Chief Executive Officer, Principal Financial Officer, and Director	4/15/13
JONATHAN IRWIN

Signature	Title	Date
/s/ MATTHEW SCHISSLER	Chairman	4/15/13
MATTHEW SCHISSLER

Signature	Title	Date
/s/ JOHN BERKERIDGE, JR.	Director	4/15/13
JOHN BERKERIDGE, JR.

23

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Balance Sheet

December 31, 2012

ASSETS
Current Assets:
Cash	$	24,851
Prepaid expenses		1,133
Loan receivable - other		96,549
Total current assets		122,533
Equipment, net		1,513
Security deposits		750
	$	124,796
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	782,709
Customer deposits		45,000
Loans payable - stockholders		15,538
Convertible notes payable - net of unamortized discount		165,916
Loans payable - other		106,000
Total current liabilities		1,115,163
Non-current Liabilities
Derivative liability		322,167
Total non-current liabilities		322,167
Stockholders' (deficit):
Common stock, $0.00001 par value; 20,000,000,000 shares authorized,
129,017,612 issued and outstanding		1,290
Additional paid in capital		287,694
(Deficit) accumulated during development stage		(1,601,518	)
		(1,312,534	)
	$	124,796

F-1

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Statements of Operations

For the Years Ended December 31, 2012 and 2011, and for the Period

From January 2, 2009 (Inception) to December 31, 2012

	From January 2, 2009 (Inception) to December 31, 2012			2012			2011
Revenue, net	$	156,028		$	3,406		$	50,998
Cost of goods sold		88,421			4,293			40,649
Gross income		67,607			(887	)		10,349
Expenses:
General and administrative expenses		94,117			17,329			23,123
Officer's compensation		495,000			120,000			120,000
Advertising and promotion		83,333			14,199			41,630
Director's fees		382,500			90,000			90,000
Professional fees		302,050			82,760			41,854
Rent		33,825			5,024			9,290
Telephone		12,622			3,463			5,152
		1,403,447			332,775			331,049
Net loss before other income and expenses		(1,335,840	)		(333,662	)		(320,700	)
Other income and (expenses)
Derivative (expense)/income		(1,587	)		(1,587	)		-
Interest expense		(264,091	)		(244,227	)		(8,141	)
Provision for income taxes		-			-			-
		(265,678	)		(245,814	)		(8,141	)
Net (loss)/income	$	(1,601,518	)		(579,476	)	$	(328,841	)
Loss per common share - Basic and fully diluted	$	(0.01	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares
outstanding - Basic and fully diluted		112,793,302			125,626,787			112,426,666

F-2

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, 2012

	Common Stock				Additional Paid in		Subscription			Accumulated Deficit During Development
	Shares		Amount		Capital		Receivable			Stage			Total
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 per share		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 $0.0292
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
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
Payment of subscription receivable		-		-		-		25,000			-			25,000
Net loss		-		-		-					(579,476	)		(579,476	)
Balance December 31, 2012		129,017,612	$	1,290	$	287,694	$	-		$	(1,601,518	)	$	(1,312,534	)

F-3

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Statements of Cash Flows

For the Years Ended December 31, 2012 and 2011, and for the Period

From January 2, 2009 (Inception) to December 31, 2012

	From January 2, 2009 (Inception) to December 31, 2012			2012			2011
Cash flows from operating activities:
Net loss	$	(1,601,518	)	$	(579,476	)	$	(328,841	)
Adjustments to reconcile net loss to net cash used
by operating activities:
Derivative expense		(103,124	)		(103,124	)		-
Depreciation expense		1,737			650			650
Prepaid expenses		(1,133	)		2,637			(87	)
Security deposits		(750	)		(750	)		-
Accounts payable and accrued expenses		782,709			161,626			193,481
Customer deposits		45,000			-			45,000
Derivative liability		322,167			322,167			-
Common stock issued for services		142,496			39,892			1,500
Net cash (used by) operating activities		(412,416	)		(156,378	)		(88,297	)
Cash flows from investing activities:
Purchase of equipment		(3,250	)		-			-
Net cash provided by investing activities		(3,250	)		-			-
Cash flows from financing activities:
Proceeds from issuance of common stock		131,250			131,250			-
Proceeds from issuance of convertible notes payable		269,040			269,040			-
Capitalized derivative costs upon conversion		15,238			15,238			-
Loans receivable - other		(96,549	)		(96,549	)		-
Stockholders' loans		15,538			(30,000	)		13,138
Loans payable - other		106,000			(108,290	)		74,290
Net cash provided by financing activities		440,517			180,689			87,428
Net increase in cash		24,851			24,311			(869	)
Cash at beginning of period		-			540			1,409
Cash at end of period	$	24,851		$	24,851		$	540
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	21,352		$	8,518		$	6,500
Income taxes	$	-		$	-		$	-

F-4

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

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 sells ice cream and related frozen products on the internet.

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, 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

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.

F-5

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

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.

F-6

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-Based Compensation (continued)

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.

Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, which principally include cash, accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments.  The fair value assessment of the Company’s convertible notes payable and other loans payable are estimated based on recent negotiations between the Company and certain lenders.  The assessment is considered to be a Level 3 assessment.  The Company’s assessment of fair value for its outstanding convertible notes payable and other loans payable approximates the debts respective carrying values.

Financial Accounting Standards Board (or FASB) Accounting Standards Codification (or ASC) 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements.  Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs.  The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

F-7

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments (continued)

The Company’s recurring fair value measurements of financial assets and liabilities are disclosed in “Note 7 - Fair Value Measurements” below.

Derivative Liability

The conversion features embedded in the outstanding convertible notes payable are separately accounted for as a derivative liability in accordance with ASC 815-15, Embedded Derivative.  This is because the number of shares that may be acquired upon conversion is indeterminable as the conversion rates are expressed as a percentage discount to the current fair value of common stock at the time of conversion.  Derivative liabilities are valued when the host instruments (notes payable) are initially issued and are also revalued at each reporting date, with the change in the respective fair values being recorded as interest expense or interest income in the statements of operations.

Recent Pronouncements

Effective January 1, 2012, we adopted ASU 2011-05, "Presentation of Comprehensive Income", which (i) eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity and (ii) requires the presentation of each component of net income and each component of other comprehensive income either in a single continuous statement or in two separate but consecutive statements.  The adoption of ASU-2011-05 did not have a material impact on our financials statements.

Effective January 1, 2012, we adopted ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS)", which amends ASC 820, "Fair Value Measurement".  ASU 2011-04 provides common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards and improves the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.  ASU 2011-04 is effective for entities prospectively for interim and annual periods beginning after December 15, 2011.  The adoption of ASU 2011-04 did not have a material impact on our financial statements.

F-8

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 2.  LOANS PAYBLE - STOCKHOLDERS

Matthew L. Schissler, the Company’s Chairman of the Board, loaned the Company $-0- and $-0- during the fiscal years ended December 31, 2012 and  2011, respectively.  At December 31, 2012, the loan balance was $10,400.  The loan bears no interest and is due on demand.

Jonathan F. Irwin, the Company’s Chief Executive Officer, loaned the Company $1,000 and $13,138 during the fiscal years ended December 31, 2012 and 2011, respectively.  At December 31, 2012, the loan balance was $5,138.  The loan bears no interest and is due on demand.

Note 3.  CONVERTIBLE NOTES PAYABLE

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.

F-9

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 3.  CONVERTIBLE NOTES PAYABLE (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 value of the conversion feature as of June 5, 2012 and also as of the year ended December 31, 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 determine 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 $228,036 at December 31, 2012.  The fair value at December 31, 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 year ended December 31, 2012, the Company recognized other income of $5 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 year ended December 31, 2012, the Company also recognized in the normal course accretion of $45,208.

F-10

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 3.  CONVERTIBLE NOTES PAYABLE (continued)

On August 27, 2012, the Company issued a convertible note to a stockholder of the Company in the principal amount of $12,500.  Terms of the note are as follows:  principal balance of $12,500, maturity date of March 3, 2013, interest accrues at the rate of 10% per annum, and principal is convertible into shares of common stock at a conversion rate equal to the 50% of the lowest trading price during the 20 consecutive trading days prior to conversion, 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.

The conversion feature was fair valued at $12,500 at August 27, 2012 and $12,818 at December 31, 2012. The change in fair value of the conversion liability is being recorded through operating results.  For the yea ended December 31, 2012, the Company recognized other expense of $438 related to the change in fair value of the conversion feature.

On September 19, 2012, the Company issued a convertible note to a stockholder of the Company in the principal amount of $12,500.  Terms of the note are as follows:  principal balance of $12,500, maturity date of December 19, 2012, interest accrues at the rate of 10% per annum, principal is convertible into shares of common stock at a conversion rate equal to the 50% of the lowest trading price during the 20 consecutive trading days prior to conversion, 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.

The conversion feature was fair valued at $12,500 at September 19, 2012 and $12,857 at December 31, 2012. The change in fair value of the conversion liability is being recorded through operating results.  For the year ended December 31, 2012, the Company recognized other expense of $357 related to the change in fair value of the conversion feature.

F-11

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 3.  CONVERTIBLE NOTES PAYABLE (continued)

On November 7, 2012, the Company issued a convertible note in the principal amount of $50,000.  Terms of the note are as follows:  principal balance of $50,000, maturity date of November 7, 2013, interest accrues at the rate of 10% per annum, principal is convertible into shares of common stock at a conversion rate equal to the 70% of the lowest trading price during the 20 consecutive trading days prior to conversion, 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.

The conversion feature was fair valued at $21,429 at November 7, 2012 and $21,750 at December 31, 2012. The change in fair value of the conversion liability is being recorded through operating results.  For the year ended December 31, 2012, the Company recognized other expense of $321 related to the change in fair value of the conversion feature.

On November 21, 2012, the Company issued a convertible note in the principal amount of $67,000.  Terms of the note are as follows:  principal balance of $67,000, maturity date of November 21, 2013, interest accrues at the rate of 10% per annum, principal is convertible into shares of common stock at a conversion rate equal to the 70% of the lowest trading price during the 20 consecutive trading days prior to conversion, 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.

The conversion feature was fair valued at $28,714 at November 21, 2012 and $29,033 at December 31, 2012. The change in fair value of the conversion liability is being recorded through operating results.  For the year ended December 31, 2012, the Company recognized other expense of $319 related to the change in fair value of the conversion feature.

F-12

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 3.  CONVERTIBLE NOTES PAYABLE (continued)

On November 21, 2012, the Company issued a convertible note in the principal amount of $33,000.  Terms of the note are as follows:  principal balance of $33,000, maturity date of November 21, 2013, interest accrues at the rate of 10% per annum, principal is convertible into shares of common stock at a conversion rate equal to the 70% of the lowest trading price during the 20 consecutive trading days prior to conversion, 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.

The conversion feature was fair valued at $14,143 at November 32, 2012 and $14,300 at December 31, 2012. The change in fair value of the conversion liability is being recorded through operating results.  For the year ended December 31, 2012, the Company recognized other expense of $157 related to the change in fair value of the conversion feature.

Note 4. LOANS PAYABLE - OTHER

At December 31, 2012 the Company was indebted to an unrelated third party in the amount of $75,000.  The loan has a stated interest rate of 14.40% for the entire term of the loan.  Principal and all accrued interest are due in December 2013.  Interest expense for the year 2012 was $2,700.

At December 31, 2012 the Company was indebted to an unrelated third party in the amount of $4,000  The loan bears no interest and is due on demand.

At December 31, 2012 the Company was indebted to an unrelated third party in the amounts of $27,000.  The loan bears interest at 34% per annum and is due in February 2013.  The loan required that all interest be paid at the inception date of the loan and the principal be paid when the loan comes due.  Interest expense for the notes in 2012 was $2,716.

F-13

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 5.  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.

In July 2010 the Company issued 11,242,666 shares of its common stock for consulting services at par value $0.00001.  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.  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.  The shares were valued at their fair market value of $11,121 and the value was charged to operations as professional fees.

In April 2012, as per the terms of an antidilutive clause in a consulting agreement, the Company issued 1,268,544 shares of its common stock for consulting services at $0.0055 per share.  The shares were valued at their fair market value of $6,977 and the value was charged to operations as professional fees.  (See note 9)

In April 2012, as per the terms of an antidilutive clause in a private placement, the Company issued 266,252 shares of its common stock for consulting services at $0.0055 per share.  The shares were valued at their fair market value of $1,464 and the value was charged to operations as professional fees.  (See note 9)

F-14

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 5.  STOCKHOLDERS' (DEFICIT) (continued)

In June 2012, as per the terms of an antidilutive clause in a private placement, the Company issued 2,564,822 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $50,000 and the value was charged to operations as professional fees.  (See note 9)

In June 2012, as per the terms of an antidilutive clause in a consulting agreement, the Company issued 311,316 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $9,090 and the value was charged to operations as professional fees.  (See note 9)

In June 2012, the Company issued 625,000 shares of its common stock upon the partial conversion of a convertible note payable.  The shares were valued at their conversion price of $0.01 per share (or $6,250).  Additionally, upon conversion the conversion feature liability of $15,238 was reclassified to additional paid-in capital.  (See Note 3)

In June 2012, as per the terms of an antidilutive clause in a private placement, the Company issued 233,721 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $6,825 and the value was charged to operations as professional fees.  (See note 9)

In June 2012, as per the terms of an antidilutive clause in a private placement, the Company issued 58,172 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $1,699 and the value was charged to operations as professional fees.  (See note 9)

In June 2012, as per the terms of an antidilutive clause in a private placement, the Company issued 15,512 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $453 and the value was charged to operations as professional fees.  (See note 9)

In June 2012, as per the terms of an antidilutive clause in a consulting agreement, the Company issued 77,485 shares of its common stock for consulting services at $0.0292 per share.  The shares were valued at their fair market value of $2,263 and the value was charged to operations as professional fees.  (See note 9)

F-15

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 6.  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:

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 for the year ended December 31, 2012.  The sources and tax effects of the differences are as follows:

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

As of December 31, 2012, the Company has a net operating loss carryforward of approximately $1,600,000.  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 December 31, 2012.  The principal difference between the operating loss for income tax purposes and reporting purposes results from the accrual of officers' compensation.

Note 7.  FAIR VALUE MEASUREMENTS

The following table represents the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012.

	Level 1		Level 2		Level 3		Total
Derivative liability - conversion features	$	-	$	-	$	322,167	$	322,167

F-16

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 7.  FAIR VALUE MEASUREMENTS (continued)

The following table includes a rollforward of amounts for the year ended December 31, 2012 for liabilities classified within Level 3.

	Level 3
Derivative liability - December 31, 2011	$	-
Issuance of host instruments (notes payable) and separate recognition of embedded conversion features		336,466
Reclassification of equity upon conversion of debt		(15,238	)
Recording of conversion feature liability for accrued interest		1,810
Change in fair value conversion feature liability		(871	)
Derivative liability - December 31, 2012	$	322,167

During 2012, the Company issued notes payable that contain conversion features that are being accounted for as separate derivative liabilities in accordance with ASC 815-15, Embedded Derivatives.  Of the Convertible notes payable issued and outstanding, convertible notes payable with an initial face amount of $175,000 contain a conversion feature that allows the lender to convert their notes into shares of common stock at a discount ranging from 50% to 70% of the stock's then current fair value.  As interest expense accrues, the interest accrual may also be converted into shares of common stock at the same discounted rate.

Of the convertible notes payable issued, a convertible note payable with an initial face amount of $100,920 contains a conversion feature that allows the lender to convert the note into shares of common stock at a conversion rate equal to 50% of the stock’s then current fair value, but the conversion rate cannot exceed $0.01 (a look-back provision).  During 2012, the lender converted $6,250 of principal into shares of common stock, resulting in $15,238 of derivative liability being reclassified from liabilities to equity.

F-17

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 7.  FAIR VALUE MEASUREMENTS (continued)

The Company values the embedded conversion features that do not have a look-back provision by determining the additional value the lender would receive as if the lender converted their notes payable and accrued interest into shares of common stock.  This determination is equal to the value of the inherent beneficial conversion feature for the amount of debt and accrued interest that is outstanding at the time of determination.

For embedded conversion features that contain a look-back provision, the Company determines the fair value of the conversion feature in the same manner as above, but also includes in the fair value determination the value of the added look-back provision, which equal to the value of a call and a put option determined in accordance with ASC 718-50-55, Employee Share Purchase Plans - Implementation Guidance and Illustrations.  The Company uses a Black-Scholes model to compute the call and put option values.  Inputs into the Black-Scholes model are: remaining term of the conversion right, volatility, exercise price, underlying stock value, and risk-free interest rate.  The term used is equal to the remaining term of the debt.   The Company uses a peer group to compute volatility, which ranged between 59% and 68% during 2012.  Exercise price is equal to the floor conversion price of $0.01 per share.  The Company uses the most recent price stock sold for as an estimate for the underlying stock value.  The risk-free interest rate is based on interest rates paid by the U.S. government on its securities with maturities similar to the remaining term of the convertible note payable.

Note 8.  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, 2012, the Company incurred a net loss of approximately $1,602,000.  In addition, the Company has no significant assets and limited revenues.

F-18

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 8.  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 9. COMMITMENTS

In July 2012 the Company entered into a nine month lease for its corporate offices.  The agreement required the Company to make minimum monthly lease payments plus its pro-rata share of operating expenses.  The lease terminates in March 2013 whereupon the Company has the option to extend the lease in six month increments.

Rent expense for the year ended December 31, 2012 was $4,525.

In February 2012, the Company entered into an agreement to sell, on a non-dilutive basis, 9,108,118 common shares, representing 7.5% of the Company's then outstanding common shares, for $50,000 (or approximately $0.055 per share) to an unrelated third party.  The shares sold are restricted and have the option to be converted into preferred shares on a one for one basis for a five year term.  At this time the Company has not yet established this preferred class of stock.

As a result of this issuance, the Company, under the terms of a consulting agreement dated July 2010, is obligated to issue an additional 1,932,805 shares of its common stock to a third party consultant (see notes 5 and 7) in order for that party to maintain its 9.99% ownership in the Company.  At the same instant, the Company will also be required to issue an additional 3,477,150 shares of its common shares to the entity that acquired a 7.5% stake in the Company (see above).

F-19

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

December 31, 2012 and 2011

Note 10. SUBSEQUENT EVENT

As filed on Form 8-K on February 28, 2013, on February 22, 2013, the Company entered into a Stock Purchase Agreement with all of the stockholders  (“Stockholders”) of Miami Ice Machine Company, Inc. (“Mimco”) whereby the Company purchased all of the outstanding shares of Mimco from the Stockholders, making Mimco a wholly-owned subsidiary of the Company.  Pursuant to the Agreement, the Company shall issue to the Stockholders a total of $880,000 of restricted Company common stock in exchange for all Mimco shares.  If, at any time during the two year period from the closing date of February 22, 2013, the average closing price of Company common stock as listed on the OTCBB falls lower than twenty percent  (20%) of the share valuation of $0.05 for at least twenty consecutive days, then the Company shall promptly issue to the Stockholders that number of additional shares such that the Shareholders receive a total amount of shares (including those originally issued at the February 22, 2013 closing) that equal the $880,000 purchase price.  Further, the Stockholders are entitled to an additional $280,000 of Company securities if, for either the year ending 2013 or the year 2014, the annual revenues of the Mimco business in the South Florida territory (defined as Dade, Broward, Palm Beach, Martin, Monroe, Collier and Lee counties, and the Caribbean islands excluding any Central American or South American sovereign nations), exceeds $1,000,000 in revenue.  The Agreement includes customary representations, warranties and covenants.

F-20