Frozen Food Gift 10Q 2013 Q2 Quarterly report

Frozen Food Gift (FROZ) Inactive 10-Q2013 Q2 Quarterly report

Content analysis

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

For the quarterly period ended: June 30, 2013
Or

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

For the transition period from: _____________ to _____________

Commission File Number: 333-165406

———————

Frozen Food Gift Group, Inc.

(Exact name of registrant as specified in its charter)

———————

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

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

(Address of Principal Executive Office) (Zip Code)

888-530-3738

(Registrant’s telephone number, including area code)

With Copies to:

Gary L. Blum

Law Offices of Gary L. Blum

3278 Wilshire Boulevard, Suite 603

Los Angeles, CA 90010

(213) 381-7450

N/A

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

———————

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

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

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

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

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

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

As June 30, 2013, the Company had 157,293,132 shares of common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Frozen Food Gift Group, Inc.
d/b/a Sendascoop.com
(A Development Stage Company)
Condensed Balance Sheets
June 30, 2013 and December 31, 2012

	June 30, 2013			December 31, 2012
	(Unaudited)
ASSETS

Current Assets:
Cash	$	714		$	24,851
Prepaid expenses		-			750
Loan receivable - other		96,549			96,549
Total current assets		97,263			122,150

Furniture and equipment, net		1,188			1,513

Goodwill					-
Security deposits		750			750

	$	99,201		$	124,413

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	863,404		$	782,708
Customer deposits		45,000			45,000
Loans payable - stockholders		15,538			15,538
Convertible notes payable - stockholders - net of unamortized discount		149,367			165,916
Loans payable - other		119,980			106,000
Total current liabilities		1,193,289			1,115,162

Non-current Liabilities
Derivative liability		289,392			322,167
Total non-current liabilities		289,392			322,167

Stockholders' Equity:
Common stock, $0.00001 par value; 20,000,000,000 shares authorized,
157,293,132 and 129,017,612 shares issued and outstanding, respectively		1,573			1,290
Additional paid in capital		357,750			287,694
Deficit accumulated during development stage		(1,742,803	)		(1,601,900	)
		(1,383,480	)		(1,312,916	)

	$	99,201		$	124,413

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.
d/b/a Sendascoop.com
(A Development Stage Company)
Condensed Statements of Operations
For the Six Months Ended June 30, 2013 and 2012, and for the Period
From January 2, 2009 (Inception) to June 30, 2013
(Unaudited)

	From January 2, 2009 (Inception) to June 30,			For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2013			2013			2012			2013			2012

Revenue	$	156,028		$	-		$	14,803		$	-		$	1,104
Cost of goods sold		88,421			-			2,573			-			400
Gross income		67,607			-			12,230			-			704

Expenses:
General and administrative expenses		101,320			3,950			2,551			7,203			4,553
Officer's compensation		555,000			30,000			30,000			60,000			60,000
Advertising and promotion		87,084			1,753			1,714			3,751			1,717
Director's fees		427,500			22,500			22,500			45,000			45,000
Professional fees		329,372			19,209			36,914			27,322			51,246
Rent		38,325			2,250			675			4,500			675
Selling		286			286			850			286			850
Telephone		14,161			606			668			1,539			1,511
		1,553,048			80,554			95,872			149,601			165,552

Net (loss) before other income and expenses		(1,485,441	)		(80,554	)		(83,642	)		(149,601	)		(164,848	)

Other income and (expenses)
Derivative income		119,473			124,322			-			121,060			382
Interest income		-			-			-			-			-
Interest expense		(376,835	)		(53,776	)		(10,949	)		(112,361	)		(161,689	)
Provision for income taxes		-			-			-			-			-
		(257,362	)		70,546			(10,949	)		8,699			(161,307	)

Net (loss)	$	(1,742,803	)	$	(10,008	)	$	(94,591	)	$	(140,902	)	$	(326,155	)

Basic and diluted loss per share	$	(0.02	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares
outstanding - Basic and fully diluted		102,947,786			138,836,048			112,426,666			133,985,095			122,145,464

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Statement of Stockholders' Equity

For the Period from January 2, 2009 (Inception) to June 30, 2013

(Unaudited)

	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		2,000,000		20		99,980		-			-			100,000
Net loss		-		-		-		-			(336,111	)		(336,111	)
Balance - December 31, 2009		101,184,000		1,012		99,980		-			(336,111	)		(235,119	)

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

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

Shares issued for cash at $0.0055 per share
per share		9,118,108		91		49,909		-			-			50,000
Shares issued for services at $0.0055
per share		2,022,014		20		11,101		-			-			11,121
Shares issued for services at $0.0055
per share		1,268,544		13		6,964		-			-			6,977
Shares issued for services at $0.0055
per share		266,252		3		1,461		-			-			1,464
Shares issued for cash at $0.02924
per share		2,564,822		26		74,974		(25,000	)		-			50,000
Shares issued for services at $0.0292
per share		311,316		3		9,087		-			-			9,090
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		-		-		-		-			(579,859	)		(579,859	)
Balance - December 31, 2012		129,017,612		1,290		287,694		-			(1,601,901	)		(1,312,917	)

Issuance of common shares upon partial		-		-		-		-			-			-
conversion of note at $0.01 per share		300,000		3		2,997		-			-			3,000
Shares issued for services at $0.01
per share		31,584		-		316		-			-			316
Issuance of common shares upon partial
conversion of note at $0.005 per share		1,200,000		12		5,988		-			-			6,000
Shares issued for services at $0.005
per share		125,956		1		629		-			-			630
Issuance of common shares upon partial
conversion of note at $0.0007 per share		4,000,000		40		2,760		-			-			2,800
Shares issued for services at $0.0007
per share		419,866		4		290		-			-			294
Issuance of common shares upon partial
conversion of note at $0.00097 per share		12,000,000		120		11,520		-			-			11,640
Shares issued for services at $0.00097
per share		1,259,600		13		1,209		-			-			1,222
Issuance of common shares upon partial
conversion of note at $0.0017 per share		8,089,324		81		13,671		-			-			13,752
Shares issued for services at $0.0017
per share		849,190		9		1,435		-			-			1,444
Conversion feature liability being reclassified to
equity upon partial conversion of note payable		-		-		29,241		-			-			29,241
Net loss		-		-		-		-			(140,902	)		(140,902	)
Balance - June 30, 2013		157,293,132	$	1,573	$	357,750	$	-		$	(1,742,803	)	$	(1,383,480	)

See accompanying notes to unaudited condensed financial statements.

	From January 2, 2009 (Inception) to June 30,			For the Six Months Ended June 30,
	2013			2013			2012

Cash flows from operating activities:
Net (loss)	$	(1,742,802	)	$	(140,902	)	$	(326,155	)
Adjustments to reconcile net (loss) to
net cash (used by) operating activities:
Derivative expense		(73,884	)		29,240			15,238
Depreciation		2,062			325			325
Prepaid expenses		-			750			3,010
Security deposits		(750	)		-			(750	)
Accounts payable and accrued expenses		863,404			80,696			77,625
Customer deposits		45,000			-
Derivative liability		289,392			(32,775	)		228,902
Stock issued for services		146,402			3,906			39,892
Net cash used in operating activities		(471,176	)		(58,760	)		38,087

Cash flows from investing activities:
Loan receivable - other		(96,549	)		-			-
Purchase of equipment		(3,250	)		-			-
Net cash provided by (used in) investing activities		(99,799	)		-			-

Cash flows from financing activities:
Proceeds from sale of common stock		168,442			37,192			106,250
Proceeds from issuance of convertible notes payable		275,290			-			-
Repayments of convertible notes payable		(6,250	)		-			(6,250	)
Capitalized derivative costs upon conversion		21,488			-			-
Stockholders' loans - proceeds		62,286			(16,549	)		750
Stockholders' loans - repayments		(65,547	)		-			(34,250	)
Loans payable - other - proceeds		128,980			13,980			-
Loans payable - other - repayments		(13,000	)		-			(104,290	)
Net cash provided by financing activities		571,689			34,623			66,500

Net increase in cash		714			(24,137	)		104,587
Cash - January 1		-			24,851			1,409
Cash - June 30	$	714		$	714		$	105,996

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	25,177		$	3,825		$	-
Income taxes	$	-		$	-		$	-

See accompanying notes to unaudited condensed financial statements.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was created on January 2, 2009 and was incorporated in the state of Delaware later that year. The Company is in the development stage. The Company intends to sell ice cream and related frozen products on the internet. The Company has chosen December 31 as a year-end and has had limited activity from inception through June 30, 2013.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such principles and regulations of the Securities and Exchange Commission for Form 10-Q. All adjustments, consisting of normal recurring adjustments, have been made which, in the opinion of management, are necessary for a fair presentation of the results of interim periods. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for a full year because of, among other things, seasonality factors in the retail business. The unaudited financial statements contained herein should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2012.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and notes thereto for the fiscal year ended December 31, 2012.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

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.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes (continued)

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.

Derivative Liability

We account for conversion features on our convertible notes payable as derivative liabilities in accordance with ASC 815-40, "Contracts in Entity's Own Equity." this is because the conversion rates are not fixed at a stated rate. Instead, the conversion rates are typically stated as a stated discount to the then-current market price of our common stock. Derivative liabilities are valued when the financial instruments are initially issued or the derivative first requires recognition and are also revalued at each reporting date, with the change in their respective fair values being recorded as a gain or loss on revaluation within other income and expenses in the statements of operations. During the quarter ended March 31, 2013, we recognized an increase in our warrant liability of $28,262. Of this increase, $25,000 was related to the recognition of a debt discount for an additional note payable entered into on February 25, 2013. The remaining balance of the increase was recognized as additional other expense for the quarter.

Recent Pronouncements

There are no recent accounting pronouncements that apply to the Company.

Note 2. LOANS PAYBLE - STOCKHOLDERS

At June 30, 2013 the Company was indebted to two stockholders in the amount of $15,538. The loans bear no interest and are due on demand.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

On February 25, 2013, the Company issued a convertible note to a stockholder of the Company in the principal amount of $25,000. Terms of the note are as follows: principal balance of $25,000, maturity date of August 25, 2013, interest accrues at the rate of 10% per anum, principal is convertible into shares of common stock at a conversion rate equal to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion, as defined in the agreement. Principal amounts may be repaid prior to maturity subject to a 25% prepayment penalty.

The conversion feature was fair valued at $25,000 at February 25, 2013 and $25,868 at June 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

On February 28, 2013, the Company issued a convertible note to a stockholder of the Company in the principal amount of $100,800. Terms of the note are as follows: principal balance of $100,800, maturity date of February 28, 2015, interest accrues at the rate of 12% per anum, principal is convertible into shares of common stock at a conversion rate equal to 50% of the average lowest intraday trading price during the 20 consecutive trading days prior to conversion, as defined in the agreement or $0.01, whichever is lower.

The conversion feature was fair valued at $100,800 at February 28, 2013 and $103,854 at June 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

On May 1, 2013, the Company issued a convertible note to a stockholder of the Company in the principal amount of $15,000. Terms of the note are as follows: principal balance of $15,000, maturity date of May 1, 2014, interest accrues at the rate of 10% per anum, principal is convertible into shares of common stock at a conversion rate equal to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion, as defined in the agreement.

The conversion feature was fair valued at $15,000 at May 1, 2013 and $15,250 at June 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (continued)

On June 1, 2013, the Company issued a convertible note to a stockholder of the Company in the principal amount of $12,000. Terms of the note are as follows: principal balance of $12,000, maturity date of June 1, 2014, interest accrues at the rate of 10% per anum, principal is convertible into shares of common stock at a conversion rate equal to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion, as defined in the agreement.

The conversion feature was fair valued at $12,000 at June 1, 2013 and $12,097 at June 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

Note 4. STOCKHOLDERS' EQUITY

The Company has authorized 20,000,000,000 shares of common stock with a par value of $0.00001 per share. At June 30, 2013 and December 31, 2013, 157,293,132 and 129,017,612 shares of common stock were issued and outstanding, respectively.

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

During August 2009, the Company entered into an agreement with three individuals for consulting services in exchange for the issuance of 2,000,000 shares of common stock. The shares were valued at their fair market value of $100,000 and the value was charged to operations as general and administrative expenses.

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

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

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 4. STOCKHOLDERS' EQUITY (continued)

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

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

In 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.

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.

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.

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.

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.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 4. STOCKHOLDERS' EQUITY (continued)

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.

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.

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.

In March 2013, the Company issued 300,000 shares of common stock at $0.01 per share as partial conversion of a note.

In March 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 31,584 shares of its common stock for consulting services at $0.01 per share. The shares were valued at their fair market value of $316 and the value was charged to operations as professional fees.

In April 2013, the Company issued 1,200,000 shares of common stock at $0.005 per share as partial conversion of two notes.

In April 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 136,789 shares of its common stock for consulting services at $0.005 per share. The shares were valued at their fair market value of $684 and the value was charged to operations as professional fees.

In May 2013, the Company issued 4,000,000 shares of common stock at $0.0007 per share as partial conversion of a note.

In May 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 419,866 shares of its common stock for consulting services at $0.0007 per share. The shares were valued at their fair market value of $294 and the value was charged to operations as professional fees.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 4. STOCKHOLDERS' EQUITY (continued)

In May 2013, the Company issued 12,000,000 shares of common stock at $0.00097 per share as partial conversion of a note.

In May 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 1,259,600 shares of its common stock for consulting services at $0.00097 per share. The shares were valued at their fair market value of $1,222 and the value was charged to operations as professional fees.

In June 2013, the Company issued 8,089,324 shares of common stock at $0.0017 per share as partial conversion of a note.

In June 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 849,189 shares of its common stock for consulting services at $0.0017 per share. The shares were valued at their fair market value of $1,444 and the value was charged to operations as professional fees.

Note 5. INCOME TAXES

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

As of June 30, 2013, the Company has a net operating loss carryforward of approximately $1,553,000. This loss will be available to offset future taxable income. If not used, this carryforward loss will begin to expire in 2029. The deferred tax asset relating to the operating loss carryforward has been fully reserved at June 30, 2013. The principal difference between the operating loss for income tax purposes and reporting purposes results from the issuance of common shares for services.

Income tax provision at the federal statutory rate	39	%
Effect of operating losses	(39	) %
	0	%

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 6. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from inception to June 30, 2013, the Company incurred a net loss of approximately $1,743,000. In addition, the Company has no significant assets or revenue generating operations.

The Company's ability to continue as a going concern is contingent upon its ability to attain profitable operations by securing financing and implementing its business plan. In addition, the Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

Note 7. SUBSEQUENT EVENTS

On February 22, 2013, the Company entered into an agreement to purchase all of the outstanding shares of Miami Ice Machine Company as reported on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013. The Company has not closed on this acquisition.

The Company is authorized to issue up to 500,000,000 shares of Preferred stock. On July 8, 2013, the Company's Board of Directors authorized a two new series of preferred stock to be designated as Series A Preferred Stock and Series B Preferred Stock. Series A has customary anti-dilution protection with respect to conversion and voting rights. Series B is convertible into the Company's stock on a 500 to 1 basis and votes on all matters on a 500 votes per one share basis. Series B also has customary anti-dilution protection with respect to conversion and voting rights.

On July 17, 2013, the Company issued 10,250,000 shares of its Series B Convertible Preferred Stock (“Series B Preferred Stock”) to the Company's Chairman. Also on July 17, 2013, a like number of shares were issued to the Company's CEO.

ITEM 2.

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

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

Summary and Outlook of the Business

The Company was started in January 2009. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company had net losses of $140,902, $326,155 and $1,742,803 respectively. The losses primarily result from accrued salary of officers and directors and from professional fees. To date management has been able to finance the business via private placements of its common stock and the issuance of debt.

Revenues

For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company recorded revenue of $0, $1,104 and $156,028 respectively. The decline in revenue occurred because the Company needed to restrict the full execution of its business plan due to a lack of appropriate funding.

Going Concern

Our financial statements have been prepared assuming we will continue as a going concern. The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from inception to June 30, 2013, the Company incurred a net loss of approximately $1,742,803. Management has been able, thus far, to finance the losses of the business through private placements of its common stock and the issuance of debt. 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. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease normal operations.

Critical Accounting Policies

Revenue Recognition

Revenue is recognized at the time the product is delivered. Provision for sales returns will be estimated based on the Company's historical return experience. Revenue is presented net of returns.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. 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.

Income Taxes

Stock-Based Compensation

Results of Operations for the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013

Revenue. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company recorded revenue of $0, $1,104 and $156,028 respectively. The decline in revenue occurred because the Company needed to restrict the full execution of its business plan due to a lack of appropriate funding.

Gross Income. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company’s gross income was $0, $704 and $67,607 respectively. The decline in gross income occurred because the Company needed to restrict the full execution of its business plan due to a lack of funding, which decreased the Company’s revenue and gross income.

Expenses. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company’s total expenses were $149,601, $165,552 and $1,553,048 respectively.

Other Income and Expenses. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, other income and expenses were $8,699, ($161,307) and ($257,362) respectively. The figure of ($257,362) from inception to June 30, 2013 consisted of $119,473 in derivative income and ($376,835) in interest expense.

Net Loss. For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, the Company had net losses of $140,902, $326,155 and $1,742,803 respectively. The losses primarily result from accrued salary of officers and directors and from professional fees. This is illustrated in the Company’s net loss from inception to June 30, 2013 of $1,742,803, of which $1,311,872 came from these three categories (consisting of accrued officer’s compensation of $555,000, accrued director’s fees of $427,500 and professional fees of $329,372).

As of June 30, 2013, the Company had an accumulated deficit of $1,742,803, and as of December 31, 2012, the Company’s accumulated deficit was $1,601,518.

Financial Condition, Liquidity and Capital Resources

The Company is currently illiquid. There is substantial doubt about our ability to continue as a going concern, which 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.

Management has been able, thus far, to finance the losses of the business through private placements of its common stock and the issuance of debt. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease normal operations.

Since its inception, the Company has been funded by its Chairman and Chief Executive Officer, and persons related to or acquainted with these. We currently have no internal sources of liquidity. To remedy the current deficiency in our liquidity position, we continue to seek external sources of capital through additional private equity offerings, strategic agreements with partner companies, and private debt placement. To date, the majority of our funding has been derived from private debt placement from a small number of accredited investors, and it is possible that we will obtain future funding from these investors. 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. We are not aware of any known trends, favorable or unfavorable, in our capital resources nor aware of any material changes in the mix and relative cost of such resources. We are unable to predict whether any known demands, commitments, events or uncertainties will result in or are reasonably likely to result in the Company’s cash liquidity increasing or decreasing in any material way, which creates uncertainty in the Company’s ability to continue to operate.

The Company currently has no material commitments for capital expenditures.

As of June 30, 2013, current assets were $97,263, which consisted of $714 of cash and $96,549 in loan receivables. As of December 31, 2012, current assets were $122,150, which consisted of $24,851 of cash, $750 of prepaid expenses and $96,549 in loan receivables.

As of June 30, 2013, total current liabilities were $1,193,289, which consisted of $863,404 of accounts payable expenses, $45,000 in customer deposits and $284,885 of loan payable obligations. 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 June 30, 2013, non-current liabilities were $289,392 consisting solely of derivative liabilities, and as of December 31, 2012, non-current liabilities were $322,167, consisting solely of derivative liabilities.

For the six months ended June 30, 2013 and 2012, and for the period from inception to June 30, 2013, net cash used by operating activities was ($58,760), $38,087 and ($471,176) respectively.

Cash flows from financing activities represented the Company’s principal source of cash for the period from inception through June 30, 2013. Cash flows from financing activities for the period from January 1 to June 30, 2013 were $34,623 consisting of $37,192 in proceeds from the sale of common stock, ($16,549) in proceeds from stockholders’ loans and $13,980 in proceeds from other loans payable.

For period of January 1 to June 30, 2012, cash flows from financing activities were $66,500 consisting of $106,250 in proceeds from the sale of common stock, ($6,250) in repayment of convertible notes payable, $750 in proceeds from stockholders’ loans, ($34,250) in repayments of stockholders’ loans and ($104,290) in repayments of other loans payable.

For the period from inception through June 30, 2013, cash flows from financing activities totaled $571,689, consisting of $168,442 in common stock issuances, $275,290 in issuances of convertible notes payable, ($6,250) in repayments of convertible loans payable, $21,488 in capitalized derivative costs, $62,286 in proceeds from stockholders’ loans, ($65,547) in repayments of stockholders’ loans, $128,980 in proceeds from other loans payable and ($13,000) in repayments of other loans payable.

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

There are no recent accounting pronouncements that apply to the Company.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

It is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2013. Following this review and evaluation, management determined that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

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

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal controls over financial reporting or in other factors that could affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to 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 June 30, 2013. 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 June 30, 2013, our internal control over financial reporting was not effective.

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

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

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings.

ITEM 1A.

RISK FACTORS.

Not required for smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

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

Exhibit No.		Description

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

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

3.1		Amendment to Articles of Incorporation (2)

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

3.3		Amendment to Articles of Incorporation filed with the Delaware Secretary of State on May 22, 2013*

4.1		Certificate of Designation of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)

4.2		Certificate of Designation of Series B Convertible Preferred Stock filed with the Delaware Secretary of State on July 10, 2013 (15)

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 (11)

10.13		Registration Rights Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)

10.14		Addendum to Securities Purchase Agreement with Tangiers Investors, LP, dated September 15, 2011 (11)

10.15		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated February 16, 2012 (6, 11)

10.16		Option to Convert Common Stock into Preferred Stock at Future Date with Tangiers Investors, LP, dated February 16, 2012 (6, 11)

10.17		Stock Purchase and Non Dilution of Stock Interest Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)

10.18		Independent Contractor Agreement with Tangiers Investors, LP, dated April 30, 2012 (11)

10.19		Exchange Agreement with Tangiers Investors, LP, dated June 5, 2012 (11)

10.20		7% Convertible Note issued to Tangiers Investors, LP, dated June 5, 2012 (11)

10.21		Notice of Conversion, Tangiers Investors, LP, dated June 8, 2012 (11)

10.22		10% Convertible Note issued to Brent Coetzee, dated November 7, 2012 (10, 11)

10.23		10% Convertible Note issued to Jeffrey Saltzman, dated November 21, 2012 (10, 11)

10.24		10% Convertible Note issued to Daniel Kaplan, dated November 21, 2012 (10, 11)

10.25		Stock Purchase Agreement with Miami Ice Machine Company, Inc., dated February 22, 2013 (11)

10.26		10% Convertible Note issued to Tangiers Investors, LP, dated February 25, 2013 (11)

10.27		Note Purchase Agreement with Tangiers Investors, LP, dated February 25, 2013 (11)

10.28		Assignment Agreement with JMJ Financial and Long Side Ventures, LLC, dated February 28, 2013 (11)

10.29		12% Convertible Note issued to Long Side Ventures, LLC, dated February 28, 2013 (11)

10.30		Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)

10.31		12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)

10.32		Assignment Agreement with Tangiers Investors, LP, and Taconic Group, LLC, dated March 6, 2013 (11)

10.33		12% Convertible Note issued to Taconic Group, LLC, dated March 6, 2013 (11)

10.34		10% Convertible Note issued to Tangiers Investors, LP, dated May 1, 2013 (12)

10.35		Note Purchase Agreement with Tangiers Investors, LP, dated May 1, 2013 (12)

10.36		10% Convertible Note issued to Tangiers Investors, LP, dated June 1, 2013 (*, 13)

10.37		Note Purchase Agreement with Tangiers Investors, LP, dated June 1, 2013 (*, 13)

10.38		10% Convertible Note issued to Tangiers Investors, LP, dated July 1, 2013 (*, 14)

10.39		Note Purchase Agreement with Tangiers Investors, LP, dated July 1, 2013 (*, 14)

10.40		10% Convertible Note issued to Tangiers Investors, LP, dated August 8, 2013 (*, 16)

10.41		Note Purchase Agreement with Tangiers Investors, LP, dated August 8, 2013 (*, 16)

14.0		Code of Ethics (2)

31.1		Certification of the Company’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.

(11)	Previously filed on Form 10-K on April 15, 2013.

(12)	Previously filed on Form 10-Q on May 20, 2013.

(13)	Previously filed on Form 8-K on June 3, 2013.

(14)	Previously filed on Form 8-K on July 8, 2013.

(15)	Previously filed on Form 8-K on July 15, 2013.

(16)	Previously filed on Form 8-K on August 12, 2013.

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: August 19, 2013	By:	/s/ JONATHAN IRWIN
		JONATHAN IRWIN
		Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Six Months Ended June 30, 2013 and 2012, and for the Period

From January 2, 2009 (Inception) to June 30, 2013