Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q/A

———————

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

For the quarterly period ended: September 30, 2013

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.)

8895 Towne Centre Dr., Suite 105, San Diego, CA 92122

(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 September 30 2013, the Company had 229,057,603 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

September 30, 2013 and December 31, 2012

(Unaudited)

	September 30, 2013			December 31, 2012
ASSETS

Current Assets:
Cash	$	71		$	24,851
Prepaid expenses		–			750
Inventory		–			–
Loan receivable - other		96,549			96,549
Total current assets		96,620			122,150

Furniture and equipment, net		1,025			1,513

Security deposits		750			750

	$	98,395		$	124,413

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	745,764		$	782,708
Customer deposits		45,000			45,000
Loans payable - stockholders		15,288			15,538
Convertible notes payable - stockholder - net of unamortized discount		181,826			165,916
Loans payable - other		112,209			106,000
Total current liabilities		1,100,087			1,115,162

Non-current Liabilities
Derivative liability		303,476			322,167
Total non-current liabilities		303,476			322,167

Stockholders' Equity:
Series A Convertible Preferred Stock, no par value; 9,118,108 shares authorized, -0- Shares issued and outstanding, respectively		–			–
Series B Convertible Preferred Stock, no par value; 20,500,000 shares authorized, -0- Shares issued and outstanding, respectively		205			–
Common stock, $0.00001 par value; 20,000,000,000 shares authorized, 229,173,063 and 129,017,612 shares issued and outstanding, respectively		2,291			1,290
Additional paid in capital		579,507			287,694
Deficit accumulated during development stage		(1,887,171	)		(1,601,900	)
		(1,305,168	)		(1,312,916	)

	$	98,395		$	124,413

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Condensed Statements of Operations

For the Nine Months Ended September 30, 2013 and 2012, and for the Period

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

(Unaudited)

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

Revenue	$	156,028		$	–		$	2,302		$	–		$	3,406
Cost of goods sold		88,421			–			375			–			775
Gross income		67,607			–			1,927			–			2,631

Expenses:
General and administrative expenses		789,222			1,944			4,833			9,147			9,386
Officer's compensation		330,000			30,000			30,000			90,000			90,000
Advertising and promotion		59,582			2			4,628			3,753			6,345
Director's fees		247,500			22,500			22,500			67,500			67,500
Professional fees		166,209			14,273			20,280			41,595			71,526
Rent		20,102			1,288			2,849			5,788			3,524
Selling expenses		316			30			2,517			316			3,367
Telephone		10,731			577			844			2,116			2,355
		1,623,662			70,614			88,451			220,215			254,003

Net (loss) before other income and expenses		(1,556,055	)		(70,614	)		(86,524	)		(220,215	)		(251,372	)

Other income and expenses
Derivative income/(expense)		114,585			(4,888	)		(158	)		116,172			224
Interest expense		(445,701	)		(68,866	)		(30,310	)		(181,227	)		(191,999	)
Provision for income taxes		–			–			–			–			–
		(331,116	)		(73,754	)		(30,468	)		(65,055	)		(191,775	)

Net (loss)	$	(1,887,171	)	$	(144,368	)	$	(116,992	)	$	(285,270	)	$	(443,147	)

(Loss) per common share - Basic and fully diluted	$	(0.02	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding - Basic and fully diluted		119,449,455			132,103,311			128,946,193			150,078,796			124,438,050

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 September 30, 2013

(Unaudited)

Convertible Preferred Stock

Additional

Accumulated Deficit During

Common Stock

Series A

Series B

Paid in

Subscription

Development

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Receivable

Stage

Total

January 2, 2009 - Issuance of common stock for services at $.00001 per share

99,184,000

992

–

Shares issued for services at $0.05 per share

2,000,000

–

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 30, 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

–

49,909

–

50,000

Shares issued for services at $0.0055 per share

2,022,014

–

11,101

–

11,121

Shares issued for services at $0.0055 per share

1,268,544

–

6,964

–

6,977

Shares issued for services at $0.0055 per share

266,252

–

1,461

–

1,464

Shares issued for cash at $0.02924 per share

2,564,822

–

74,974

(25,000

)

–

50,000

Shares issued for services at $0.0292 per share

311,316

–

9,087

–

9,090

Shares issued for partial conversion of loan at $0.01 per share

625,000

–

6,244

–

6,250

Conversion feature liability being reclassified to equity upon partial conversion of note payable

–

15,238

–

15,238

Subtotals

128,632,722

1,286

–

276,458

(25,000

)

(1,022,042

)

(769,298

)

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 September 30, 2012

(Unaudited)

Accumulated Deficit

Convertible Preferred Stock

Additional

During

Common Stock

Series A

Series B

Paid in

Subscription

Development

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Receivable

Stage

Total

Subtotals

128,632,722

1,286

–

276,458

(25,000

)

(1,022,042

)

(769,298

)

Shares issued for services at $0.0292 per share

233,721

–

6,823

–

6,825

Shares issued for services at $0.0292 per share

58,172

–

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

–

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

–

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

–

5,988

–

6,000

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 September 30, 2012

(Unaudited) (continued)

Accumulated Deficit

Convertible Preferred Stock

Additional

During

Common Stock

Series A

Series B

Paid in

Subscription

Development

Amount

Capital

Receivable

Stage

Total

Shares issued for services at $0.005 per share

125,956

–

629

–

630

Issuance of common shares upon partial conversion of note at $0.0007 per share

4,000,000

–

2,760

–

2,800

Shares issued for services at $0.0007 per share

419,866

–

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

–

1,209

–

1,222

Issuance of common shares upon partial conversion of note at $0.0017 per share

8,089,324

–

13,671

–

13,752

Shares issued for services at $0.0017 per share

849,190

–

1,435

–

1,444

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 September 30, 2012

(Unaudited) (continued)

Accumulated Deficit

Convertible Preferred Stock

Additional

During

Common Stock

Series A

Series B

Paid in

Subscription

Development

Amount

Capital

Receivable

Stage

Total

Conversion feature liability being reclassified to equity upon partial conversion of note payable

–

29,241

–

29,241

Issuance of preferred series B shares as partial payment of accrued expenses at $0.00878 per share

–

20,500,000

205

179,795

–

180,000

Issuance of common shares upon partial conversion of note at $0.001 per share

6,000,000

–

5,940

–

6,000

Shares issued for services at $0.001 per share

629,851

–

624

–

630

Issuance of common shares upon partial conversion of note at $0.00063 per share

6,229,587

–

3,617

–

3,679

Shares issued for services at $0.00063 per share

1,283,733

–

796

–

809

Issuance of common shares upon partial conversion of note at $0.00035 per share

16,398,371

164

–

5,575

–

5,739

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 September 30, 2012

(Unaudited) (continued)

Accumulated Deficit

Convertible Preferred Stock

Additional

During

Common Stock

Series A

Series B

Paid in

Subscription

Development

Amount

Capital

Receivable

Stage

Total

Shares issued for services at $0.00035 per share

3,004,968

–

1,022

–

1,052

Issuance of common shares upon partial conversion of note at $0.00023 per share

7,700,000

–

1,694

–

1,771

Shares issued for services at $0.00023 per share

3,813,190

–

839

–

877

Issuance of common shares upon partial conversion of note at $0.0003 per share

20,821,533

208

–

6,038

–

6,246

Shares issued for services at $0.0003 per share

5,998,698

–

1,740

–

1,800

Conversion feature liability being reclassified to equity upon partial conversion of note payable

–

14,077

–

14,077

Net loss

–

(285,270

)

(285,270

)

Balance - September 30, 2013

229,173,063

2,291

–

20,500,000

205

579,507

–

(1,887,171

)

(1,305,168

)

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Condensed Statement of Cash Flows

September 30, 2013 and December 31, 2012

(Unaudited)

	From January 2, 2009 (Inception) to September 30,			For the Nine Months Ended September 30,
	2013			2013			2012
Cash flows from operating activities:
Net (loss)	$	(1,887,170	)	$	(285,270	)	$	(443,147	)
Adjustments to reconcile net (loss) to net cash (used by) operating activities:
Derivative expense		(126,984	)		(45,348	)		(69,887	)
Depreciation		2,225			488			488
Prepaid expenses		–			750			3,770
Security deposits		(750	)		–			(750	)
Accounts payable and accrued expenses		745,764			36,944			110,600
Customer deposits		45,000			–			–
Derivative liability		303,476			(18,691	)		253,571
Stock issued for services		151,570			9,074			39,892
Stock Issued for accrued expense		180,000			180,000
Net cash used in operating activities		(586,869	)		(195,941	)		(105,463	)

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		191,877			60,627			131,250
Proceeds from issuance of convertible notes payable		379,365			104,075			119,040
Repayments of convertible notes payable		(6,250	)
Stockholders' loans - proceeds		79,435			600			750
Stockholders' loans - repayments		(65,897	)		(350	)		(31,000	)
Loans payable - other - proceeds		140,800			25,800
Loans payable - other - repayments		(32,591	)		(19,591	)		(108,290	)
Net cash provided by financing activities		686,739			171,161			111,750

Net increase in cash		71			(24,780	)		6,287
Cash - January 1		–			24,851			540
Cash - September 30	$	71		$	71		$	6,827

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	21,352		$	–		$	–
Income taxes	$	–		$	–		$	–

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 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 September 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.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 September 30, 2013, we recognized a net increase in our derivative liability of $10,183, which is after a reclassification of $17,978 to additional paid-in capital recognized in connection with certain notes being converted into shares of stock. Taking into account amounts reclassified to equity, our gross increase in derivative liability was $28,161. Of this increase, $23,273 was related to the recognition of a debt discount for two additional notes payable entered into in July and August 2013. The remaining balance of the increase was recognized as additional other expense for the quarter.

Recently Adopted Accounting Pronouncements

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

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 2. LOANS PAYBLE – STOCKHOLDERS

At September 30, 2013 the Company was indebted to two stockholders in the amount of $15,288. The loans bear no interest and are due on demand

Note 3. CONVERTIBLE NOTES PAYABLE – STOCKHOLDER

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 $26,507 at September 30, 2013. The change in fair value of the conversion feature is being recorded through operating results as a component of other expense.

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. During 2013, $19,591 of this note has been converted into common stock.

The conversion feature was fair valued at $100,800 at February 28, 2013 and $87,618 at September 30, 2013. The decrease in fair value of $19,591 is due to amounts being reclassified to additional paid-in capital recognized when the underlying notes were converted into common stock. The remaining change in fair value of the conversion feature is being recorded through operating results as a component of other expense.

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 $15,633 at September 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 3. CONVERTIBLE NOTES PAYABLE - STOCKHOLDER (continued)

The conversion feature was fair valued at $12,000 at June 1, 2013 and $12,403 at September 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

On August 8, 2013, the Company issued a convertible note to a stockholder of the Company in the principal amount of $11,273. Terms of the note are as follows: principal balance of $11,273, maturity date of August 8, 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 $11,273 at August 8, 2013 and $11,439 at September 30, 2013. The change in fair value of the conversion feature is being recorded through operating results.

During 2012, the Company issued convertible notes aggregating to $275,920 in principal. Of these notes, $6,250 were converted into shares of common stock during 2012 and $41,668 was converted into shares of common stock during the nine months ended September 2013. When issued in 2012, the notes generally became due after one year or less, accrued interest at 7% to 10%, and were generally convertible into shares of common stock at a conversion rate equal to 50% to 70% of the lowest trading price during the 20 consecutive trading days prior to conversion, as defined in the agreement.

The notes' conversion features are being accounted for as a derivative liability and are being carried at fair value on the accompanying balance sheet. As of December 31, 2012, the derivative liability for these notes was stated at approximately $319,000. During the nine months ended September 2013, derivative liability of approximately $24,000 was reclassified to additional paid-in capital in connection with the conversion of the underlying notes into shares of common stock. As of September 30, 2013, the derivative liability associated with the 2012 notes was approximately $116,000. The decrease in fair value has been recorded through operating results.

Note 4. LOANS PAYBLE – OTHER

At September 30, 2013 the Company was indebted to an unrelated third party in the amount of $81,209. The loan has a stated interest rate of 12.00% for the entire term of the loan. Principal and all accrued interest are due in December 2013. Interest expense for the nine months ended September 30, 2013 was approximately $7,900.

At September 30, 2013 the Company was indebted to an unrelated third party in the amount of $27,000. The loan bears interest at 17% for its six month term. Principal and all accrued interest are payable when the note comes due in February 2014. Interest expense for the nine months ended September 2012 was approximately $7,000.

At September 30, 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.

Note 5. STOCKHOLDERS' EQUITY

The Company has authorized 20,000,000,000 shares of common stock with a par value of $0.00001 per share. At September 30, 2013 and December 31, 2012, 229,173,063 and 129,017,612 shares of common stock were issued and outstanding, respectively.

In July 2013, The Company authorized 9,118,108 shares of Series A convertible preferred stock with a par value of $0.00001 per share. Series A preferred shares have anti-dilution protection with respect to conversion and voting rights. At September 30, 2013 and December 31, 2012, there were no shares of Series A convertible preferred stock issued and outstanding, respectively.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 5. STOCKHOLDERS' EQUITY (continued)

In July 2013, The Company authorized 20,500,000 shares of Series B convertible preferred stock with a par value of $0.00001 per share. Series B preferred shares are convertible into the Company's common stock on a 500 to 1 basis and vote on all matters on a 500 votes per one share basis. Series B has anti-dilution protection with respect to conversion and voting rights.

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 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 (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 (or $1,500). The shares were valued at their fair market value of $1,500 and the value was charged to operations as general and administrative expenses.

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

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

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

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

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 for consulting services at $0.0245 per share (or $15,313). The shares were valued at their fair market value of $15,313 and the value was charged to operations as professional fees.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 5. STOCKHOLDERS' EQUITY (continued)

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.

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.

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.

Frozen Food Gift Group, Inc.

d/b/a Sendascoop.com

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013

Note 5. STOCKHOLDERS' EQUITY (continued)

In July 2013, the Company issued 20,500,000 shares of preferred series B stock at $0.00878 per share as partial payment of certain accrued expenses.

In July 2013, the Company issued 6,000,000 shares of common stock at $0.001 per share as partial conversion of a note.

In July 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 629,851 shares of its common stock for consulting services at $0.001 per share. The shares were valued at their fair market value of $630 and the value was charged to operations as professional fees.

In July 2013, the Company issued 6,229,587 shares of common stock at $0.00063 per share as partial conversion of a note.

In July 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 1,283,732 shares of its common stock for consulting services at $0.00063 per share. The shares were valued at their fair market value of $809 and the value was charged to operations as professional fees.

In August 2013, the Company issued 16,398,371 shares of common stock at $0.00035 per share as partial conversion of a note.

In July 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 1,283,732 shares of its common stock for consulting services at $0.00035 per share. The shares were valued at their fair market value of $1,052 and the value was charged to operations as professional fees.

In August 2013, the Company issued 7,700,000 shares of common stock at $0.00023 per share as partial conversion of a note.

In August 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 3,813,190 shares of its common stock for consulting services at $0.00023 per share. The shares were valued at their fair market value of $877 and the value was charged to operations as professional fees.

In September 2013, the Company issued 20,821,533 shares of common stock at $0.0003 per share as partial conversion of a note.

In September 2013, as per the terms of an antidilutive clause in a private placement, the Company issued 5,998,697 shares of its common stock for consulting services at $0.0003 per share. The shares were valued at their fair market value of $1,800 and the value was charged to operations as professional fees.

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:

As of September 30, 2013, the Company has a net operating loss carryforward of approximately $1,839,000. 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 September 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 Financial Statements

September 30, 2013

Note 7. 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 September 30, 2013, the Company incurred a net loss of approximately $1,887,000. 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

Note 8. SUBSEQUENT EVENT

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.

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 nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company had net losses of $285,270, $443,147and $1,887,171 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 nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company recorded revenue of $0, $3,406 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 September 30, 2013, the Company incurred a net loss of approximately $1,887,171. 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.

Recent Developments during the Quarter:

Miami Ice Machine Company – On February 22, 2013, Frozen Food Gift Group entered into a Definitive Purchase Agreement with Miami Ice Machine Company for $880,000 in restricted common stock. The initial payment of 21,600,000 shares of restricted common stock was issued shortly afterwards. On August 30, 2013, the Company received notice from one of the two prior owners, Mr. Jeffrey Saltzman, via his attorney, that states he believes the Purchase Agreement is in dispute, and would like to enter into mediation to rescind the Agreement and negotiate a settlement. On September 6, 2013, the Company responded that it disagrees with Mr. Saltzman’s assertion, and did not agree to the mediation or settlement. Because the Company has not been able to fully audit Miami Ice Machine, the Company has not recorded or recognized any financial data such as revenues, gross profits or expenses directly relating to the operations of Miami Ice Machine Company. The company has recorded the shares as issued thus far, and will seek return of these shares if agreement cannot be reached. As of September 30, 2013, the Purchase Agreement is still in dispute and ongoing efforts are being made to resolve the issue.

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 September 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 nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013

Revenue. For the nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company recorded revenue of $0, $3,406 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 nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company’s gross income was $0, $2,631 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 nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company’s total expenses were $220,215, $254,003 and $1,623,662 respectively.

Other Income and Expenses. For the nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, other income and expenses were $65,055, $191,775 and $331,116 respectively. The figure of $331,116 from inception to September 30, 2013 consisted of $114,585 in derivative income and ($445,701) in interest expense.

Net Loss. For the nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, the Company had net losses of $285,270, $443,147 and $1,887,171 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 September 30, 2013 of $1,887,171, of which $743,709 came from these three categories (consisting of accrued officer’s compensation of $330,000, accrued director’s fees of $247,500 and professional fees of $166,209).

As of September 30, 2013, the Company had an accumulated deficit of $1,887,171, and as of December 31, 2012, the Company’s accumulated deficit was $1,601,900.

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 September 30, 2013, current assets were $96,620, which consisted of $71 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 September 30, 2013, total current liabilities were $1,100,087 which consisted of $745,764 of accounts payable and accrued expenses, $45,000 in customer deposits and $309,323 of loan payable obligations. As of December 31, 2012, total current liabilities were $1,115,162, which consisted of $782,708 of accounts payable expenses, $45,000 in customer deposits and $287,454 of loan payable obligations.

As of September 30, 2013, non-current liabilities were $303,476 consisting solely of derivative liabilities, and as of December 31, 2012, non-current liabilities were $322,167, also consisting solely of derivative liabilities.

For the nine months ended September 30, 2013 and 2012, and for the period from inception to September 30, 2013, net cash used by operating activities was ($195,941), ($105,463) and ($586,869) respectively.

Cash flows from financing activities represented the Company’s principal source of cash for the period from inception through September 30, 2013. Cash flows from financing activities for the period from January 1 to September 30, 2013 were $171,161 including $60,627 in proceeds from the sale of common stock and $104,075 in proceeds from the issuance of convertible notes.

For period of January 1 to September 30, 2012, cash flows from financing activities were $111,750 including $131,250 in proceeds from the sale of common stock, $119,040 in proceeds from the issuance of convertible notes, ($31,000) in repayments of stockholders’ loans and ($108,290) in repayments of other loans payable.

For the period from inception through September 30, 2013, cash flows from financing activities totaled $686,739, including $191,877 in common stock issuances, $379,365 in issuances of convertible notes payable, ($6,250) in repayments of convertible loans payable, $79,435 in proceeds from stockholders’ loans, ($65,897) in repayments of stockholders’ loans, $140,800 in proceeds from other loans payable and ($32,591) 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 September 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 September 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 September 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)
10.42		10% Convertible Note issued to Tangiers Investors, LP, dated October 9, 2013 (*, 17)
10.43		Note Purchase Agreement with Tangiers Investors, LP, dated October 9, 2013 (*, 17)
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*
99.4		Temporary Hardship Exemption*

* 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.
(17)	Previously filed on Form 8-K on October 16, 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: February 13, 2014	By:	/s/ JONATHAN IRWIN
		JONATHAN IRWIN
		Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer

Exhibit 10.42

Note: October 9, 2013

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH BELOW.

10% CONVERTIBLE PROMISSORY NOTE

FROZEN FOOD GIFT GROUP INC

Issuance Date: October 9, 2013

Beginning Value of this Note: $21,000

Original Issue Discount: $2,500

Total Face Value of Note: $23,500

This Note (“ Note ” or “ Note ”) is a duly authorized Convertible Promissory Note of FROZEN FOOD GIFT GROUP INC a corporation duly organized and existing under the laws of the State of Delaware ( the “ Company ”), designated as the Company's 10% Convertible Promissory Note Due October 9, 2014 ( “Maturity Date” ) in the original principal amount of Twenty Three Thousand Five Hundred Dollars ($23,500.00) (the “ Note” ).

For Value Received , the Company hereby promises to pay to the order of Tangiers Investors, LP or its registered assigns or successors-in-interest ( “Holder” ) the principal sum of Twenty Three Thousand Five Hundred Dollars ($23,500.00) together with all accrued but unpaid interest thereon, if any, on the Maturity Date, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock, $0.00001 par value per share (the “Common Stock” ), in accordance with the terms hereof.

Interest on the unpaid principal balance hereof shall accrue at the rate of 10% per annum from the date of original issuance hereof (the “Issuance Date” ) until the same becomes due and payable on the Maturity Date, or such earlier date upon acceleration or by conversion or redemption in accordance with the terms hereof or of the other Agreements. Notwithstanding anything contained herein, this Note shall bear interest on the due and unpaid Principal Amount from and after the occurrence and during the continuance of an Event of Default pursuant to Section 2(h) at the rate (the “ Default Rate ”) equal to the lower of twenty (20%) per annum or the highest rate permitted by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs, then to unpaid interest and fees and any remaining amount to principal.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Bankruptcy Event” means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company thereof; (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Company makes a general assignment for the benefit of creditors; (f) the Company fails to pay, or states that it is unable to pay or is unable to pay, its debts generally as they become due; (g) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

“Change in Control Transaction” will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any “going private” transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's Common Stock), (ii) there is a replacement of more than one-half of the members of the Company’s Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof, (iii) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis, or (iv) the Company enters into any agreement providing for an event set forth in (i), (ii), (iii) or (iv) above.

“Conversion Ratio” means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this Note (or such portion thereof that is being redeemed or repurchased), and of which the denominator is the Conversion Price as of the date such ratio is being determined.

“Conversion Price” shall be equal to fifty percent (50%) of the lowest trading price of any day during the twenty (20) consecutive trading days prior to the date on which Holder elects to convert all or part of the Note.

“Convertible Securities” means any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Market Price” shall equal the closing sale price per share of the Common Stock on the Principal Market on the Trading Day next preceding the date on which such price is being determined.

“Principal Amount” shall refer to the sum of (i) the original principal amount of this Note, (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Agreements but not previously paid or added to the Principal Amount.

“Principal Market” shall mean the OTC Bulletin Board or such other principal market or exchange on which the Common Stock is then listed for trading.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Trading Day” shall mean a day on which there is trading on the Principal Market.

“Underlying Shares” means the shares of Common Stock into which the Note is convertible (including interest or principal payments in Common Stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00 Conversion .

(a) Conversion Right . Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's option, at any time and from time to time to convert the outstanding Principal Amount and Interest under this Note in whole or in part by delivering to the Company, or directly to Company’s Transfer Agent, a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice” ), which may be transmitted by facsimile .

(b) The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date”. If the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall promptly deliver to the Holder (but no later than five Trading Days after the Conversion Date) a Note for such outstanding Principal Amount as has not been converted if this Note has been surrendered to the Company for partial conversion. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion or repayment.

(i) Stock Certificates or DWAC . The Company will deliver to the Holder, or Holder’s authorized designee) not later than two (2) Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer (“ FAST ”) program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) prime broker with DTC through its Deposits and Withdrawal at Custodian (DWAC) program (provided that the same time periods herein as for stock certificates shall apply). If in the case of any conversion hereunder, such certificate or certificates are not delivered to or as directed by the Holder by the fifth Trading Day after the Conversion Date, the Holder shall be entitled by notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Note tendered for conversion.

If the Company fails to deliver to the Holder such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer or legends) in accordance herewith, prior to the third Trading Day after the Conversion Date, the Company shall pay to the Holder as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1,000) per day, until such certificate or certificates are delivered. Such liquidated damages will be added to the principal value of the Note. The Company acknowledges that it would be extremely difficult or impracticable to determine Tangiers’ actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.

(i) Stock Dividends, Splits and Combinations. If the Company or any of its subsidiaries, at any time while this First Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(ii) Distributions. If the Company or any of its subsidiaries, at any time while the Note is outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Company or any of its subsidiaries (excluding those referred to in the Section above), then concurrently with such distributions to holders of Common Stock, the Company shall distribute to the Holder the amount of such indebtedness, assets, cash or rights or warrants which the Holder would have received had the Note been converted into Common Stock at the Conversion Price immediately prior to the record date for such distribution.

(iii) Rounding of Adjustments. All calculations under this Section 1 or any other provision of this Note shall be made to 4 decimal places for dollar amounts or the nearest 1/100th of a share, as the case may be.

(iv) Notice of Certain Events. If:

	A.	the Company shall declare a dividend (or any other distribution) on its Common Stock; or
	B.	the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or
	C.	the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or
	D.	the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or
	E.	the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date notice to the Company's stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange.

(d) Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than three times (3x) the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 1 but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable. The Company agrees that this is a material term of this Note.

(e) Charges, Taxes and Expenses . Issuance of certificates for shares of Common Stock upon the conversion of this Note (including repayment in stock) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder.

(f) Cancellation. After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) have been paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall promptly surrender the Note to the Company at the Company’s principal executive offices.

(g) Conversion Limitation. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Holder (other than by virtue of the ownership of securities or rights to acquire securities (including this Note) that have limitations on the Holder’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder’s “affiliates” at such time (as defined in Rule 144 of the Act) (“ Aggregation Parties ”) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended, exists, would exceed 9.99% of the total issued and outstanding shares of the Common Stock (the “ Restricted Ownership Percentage ”) unless the Holder elects to exceed said percentage amount, as noted below. The Holder shall have the right (w) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (x) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction.

Section 2.00 Defaults and Remedies.

(h) Events of Default. Events of Default. An “ Event of Default ” is: (i) a default in payment of any amount due hereunder which default continues for more than two (2) business days after the due date thereof; (ii) a default in the timely issuance of Underlying Shares upon and in accordance with terms hereof, which default continues for two (2) Business Days after the Company has received notice informing the Company that it has failed to issue shares or deliver stock certificates within the second ( 2nd ) day following the Conversion Date; (iii) failure by the Company for two (2) days after notice has been received by the Company to comply with any material provision of the Exchange Agreement (including without limitation the failure to issue the requisite number of shares of Common Stock upon conversion hereof and the failure to redeem Notes upon the Holder’s request following a Change in Control Transaction pursuant to Section 1(c); (iv) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in excess of $50,000 or for money borrowed the repayment of which is guaranteed by the Company in excess of $50,000, whether such indebtedness or guarantee now exists or shall be created hereafter; (v) any failure of the Company to satisfy its “filing” obligations under the rules and guidelines issued by OTC Markets News Service, OTC Markets.com and their affiliates; (vi) failure of the Company to issue any of the shares of the Company’s Common Stock due the Holder upon conversion of this Note; (vii) failure to have sufficient number of authorized and unreserved, but unissued shares of the Company’s Common Stock available for any said conversion; (viii) any delisting for any reason; (ix) failure of Company’s stock to maintain a bid price in its trading market which occurs for two (2) consecutive days; (x) failure by Company to pay any of its Transfer Agent fees or to maintain a Transfer Agent of record; (xi) failure of the company to remain compliant with DTCC, thus incurring a “Chilled” status with DTCC; (xii) any trading suspension imposed by the Securities and Exchange Commission under Sections 12(j) or 12(k) of the 1934 Act; (xiii) the Company is subject to any Bankruptcy Event; (xiv) any default by the Company on any of its outstanding obligations to the Holder.

(k) Remedies. If an Event of Default occurs and is continuing with respect to the Note, the Holder may declare all of the then outstanding Principal Amount of this Note, including any interest due thereon, to be due and payable immediately, except that in the case of an Event of Default arising from events described in Section 2(h), this Note shall become due and payable without further action or notice. In the event of such acceleration, the amount due and owing to the Holder shall be the 150% of the outstanding Principal Amount of the Notes held by the Holder plus all accrued and unpaid interest, fees, and liquidated damages, if any. Additionally, this Note shall bear interest on any unpaid principal from and after the occurrence and during the continuance of an Event of Default pursuant to Section 2(h) at the Default Rate. Finally, the Note will accrue liquidated damages of five hundred dollars ($500) per day from and after the occurrence and during the continuance of an Event of Default pursuant to Section 2(h). The Company acknowledges that it would be extremely difficult or impracticable to determine Tangiers’ actual damages and costs resulting from the delay in making delivery of the unrestricted stock certificate and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty. The remedies under this Note shall be cumulative and added to the principal value of the Note.

Section 3.00 General.

(i) Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(j) Savings Clause. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.

(k) Amendment. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

(l) Assignment, Etc. The Holder may assign or transfer this Note to any transferee only with the prior written consent of the Company, which may not be unreasonably withheld or delayed, provided that (i) the Holder may assign or transfer this Note to any of such Holder's affiliates without the consent of the Company and (ii) upon any Event of Default, the Holder may assign or transfer this Note without the consent of the Company. The Holder shall notify the Company of any such assignment or transfer promptly. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(m) No Waiver. No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

(n) Governing Law; Jurisdiction.

(i) Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

(ii) Jurisdiction. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties hereto shall be settled by binding arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision. The Company agrees that the service of process upon it mailed by certified or registered mail (and service so made shall be deemed complete three days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Nothing herein shall affect the Holder's right to serve process in any other manner permitted by law. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

(iii) No Jury Trial . The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note.

(o) Replacement Notes. This Note may be exchanged by the Holder at any time and from time to time for a Note or Notes with different denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by the Holder, upon surrendering the same. No service charge will be made for such registration or exchange. In the event that Holder notifies the Company that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Principal Amount, if different than that shown on the original Note), shall be issued to the Holder, provided that the Holder executes and delivers to the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with this Note. If such replacement occurs, the term “Note” as used herein shall be deemed to refer to any such replacement Note.

IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.

	FROZEN FOOD GIFT GROUP, INC.

Date: October 9, 2013	By:	/s/ Jonathan Irwin
		Name: Jonathan Irwin
		Title: CEO


This Note is acknowledged as:	Note of October 9, 2013

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert that certain $23,500 Convertible Promissory Note identified as the Note)

DATE:	____________________________

FROM:	Tangiers Investors, LP

Re:

$23,500 Note (this “Note”) originally issued by FROZEN FOOD GIFT GROUP INC, a Delaware corporation, to Tangiers Investors, LP on October 9, 2013.

The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.00001 par value per share, of FROZEN FOOD GIFT GROUP INC (the “Company”) according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Amount of Note Being Converted

Aggregate Interest on Amount Being Converted

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

Exhibit 10.43

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of October 9, 2013 by and between Frozen Food Gift Group, Inc., a Delaware corporation with principal offices at 7825 Fay Avenue, Suite 200 La Jolla, CA 92037 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 501 W Broadway, Suite 800 San Diego CA 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.

WHEREAS:

The Parties jointly warrant and represent that they have a pre-existing relationship prior to the date of this Agreement.

Purchaser warrants and represents that it is sophisticated and experienced in acquiring the debt instruments issued by small early-stage companies that have not achieved profitability, positive cash flow or both.

Purchaser warrants and represents that it is an “accredited investor,” as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the “1933 Act”).

Purchaser warrants and represents that prior to entering into this Agreement: it has received and completed its review of the Company’s corporate and financial statements as included in the filings and disclosures as listed for the Company with the Securities and Exchange Commission which has allowed Purchaser to make an informed investment decision with respect to purchase of that certain Convertible Promissory Note in the stated original principal amount of Twenty Three Thousand Five Hundred Dollars ($23,500.00) (the “Note”) attached as Exhibit A to this Agreement with a copy of that certain Action of the Board of Directors, dated October 9, 2013.

The Purchaser acknowledges and agrees that it is acquiring the Note for investment purposes only and not with a view to a distribution.

The Purchaser acknowledges and agrees that: () the Note is a “restricted security,” as that term is defined in the 1933 Act and (ii) no registration rights have been granted to Purchaser to register the Note.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

Section 1. SALE AND ISSUANCE OF THE NOTE. In consideration of the Company’s receipt of the sum of Twenty Three Thousand Five Hundred Dollars ($23,500.00) at Closing (as defined in Section 2.1), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company (the “Issuance”) the Note upon the terms set forth in this Agreement substantially in the form of Exhibit A, attached hereto. In addition, a copy of that certain Action of the Board of Directors, dated October 9, 2013 (the “Action of the Board of Directors”) is attached to Exhibit A, attached hereto.

Section 2. THE CLOSING.

2.1. PLACE OF CLOSING AND PROCEDURE AT CLOSING. The closing of the issuance of the Note to the Purchaser (the "Closing") shall take place, simultaneously with and upon the satisfaction of the following conditions:

(1) the Company’s execution and delivery to the Purchaser, the following: (A) an executed copy of this Agreement; (B) the Note; (C) a signed copy of the Irrevocable Instructions to the Transfer Agent; (D) the signed Certificate of Corporate Secretary; (E) the signed board resolution.

(2) the Purchaser’s execution and delivery to the Company, an executed copy of this Agreement and within 24 hours thereafter, the wire transfer of the Purchase Price to the Company in accordance with the wire transfer and other instructions for the wire transfer of the Purchase Price by the Purchaser no later than one (1) business days prior to the Closing with the Purchase Price to be remitted and delivered as follows: the sum of Twenty One Thousand Dollars ($21,000.00) shall be remitted and delivered to the Company and Two Thousand Five Hundred Dollars ($2,500.00) shall be retained by the Purchaser for the legal and administrative bills related to this transaction.

Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the Purchaser as follows:

3.1. ORGANIZATION. The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to conduct its business as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company.

3.2. AUTHORIZATION OF AGREEMENT, ETC. The execution, delivery and performance by the Company of this Agreement, the Note, and each other document or instrument contemplated hereby or thereby (collectively, the "Financing Documents") have been duly authorized by all requisite corporate action by the Company; and this Agreement and Note have been duly executed and delivered by the Company. Each of the Financing Documents, when executed and delivered by the Company, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject as to enforceability to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

The Purchaser hereby represents and warrants to the Company as follows:

4.1. AUTHORIZATION OF THE DOCUMENTS. Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Financing Documents to which it is a party and the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of the Financing Documents to which it is a party have been duly authorized by all requisite action by such Purchaser and each such Financing Document, when executed and delivered by the Purchaser, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.2. INVESTMENT REPRESENTATIONS.

The Purchaser warrants and represents that:

(a)

the Purchaser is an accredited investor (as that term is defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended (the “1933 Act”);

(b)

the Purchaser is sophisticated and experienced in acquiring the securities of small public companies;

(c)

the Purchaser has reviewed the Company’s most recent financial reports made available on Otcmarkets.com;

(d)

the Purchaser has had sufficient opportunity to review and evaluate the risks and uncertainties associated with the purchase of the Company’s securities;

(e)

the Purchaser is acquiring the Note from the Company for investment purposes only and not with a view to a distribution.

4.3 RESTRICTED SECURITY. Purchaser understands and acknowledges that the Note has not been, and when issued will not be, registered with the Securities and Exchange Commission. Purchaser warrants and represents that it has fully reviewed the restricted securities legend and the terms thereof with its financial, legal, investment, and business advisors and that it has not relied upon the Company or any other person for any advice in connection with the purchase of the Note, this Agreement, or both of them.

4.4 LEGAL COUNSEL. Purchaser has consulted with its own independent legal, tax, investment, and other advisors of its own choosing prior to entering into this Agreement.

4.5 ABSENCE OF REGISTRATION RIGHTS. Purchaser understands and agrees that it is not acquiring and has not been granted any registration rights with respect to the Note. The Note is a restricted security and the Purchaser understands that there is no trading market for the Note and no such market will likely ever develop.

Section 5. BROKERS AND FINDERS.

The Company shall not be obligated to pay any commission, brokerage fee or finder's fee based on any alleged agreement or understanding between the Purchaser and a third person in respect of the transactions contemplated hereby. The Purchaser hereby agrees to indemnify the Company against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the Purchaser and such third person, whether express or implied from the actions of the Purchaser.

Section 6. SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the Company, the Purchaser and their respective successors and assigns.

Section 7. ENTIRE AGREEMENT.

This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto.

Section 8. NOTICES.

All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by an internationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid to the address of each party listed on the first page of this Agreement or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of an internationally-recognized overnight courier, on the next business day after the date when sent and (iii) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 9. AMENDMENTS.

This Agreement may not be modified or amended, or any of the provisions of this Agreement waived, except by written agreement of the Company and the Purchaser.

Section 10. ATTORNEYS’ FEES.

In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other parties to the dispute.

Section 11. GOVERNING LAW AND ARBITRATION.

(A) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

Section 12. CAPTIONS AND EXHIBIT A.

The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation. Exhibit A is attached hereto and each of the attachments listed in Exhibit A are each with Exhibit A incorporated by reference herein.

Section 13. SEVERANCE.

If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

Section 14. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

[The remainder of this page has been left intentionally blank.]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Note Purchase Agreement as of the date first written above.

	FOR THE COMPANY:

	Frozen Food Gift Group, Inc.

	By:	/s/ Jonathan Irwin
		Name: Jonathan Irwin
		Its: CEO

	FOR THE PURCHASER:

	Tangiers Investors, LP

	By:	/s/ Michael Sobeck
		Name: Michael Sobeck
		Title: Managing Member of the General Partner, Tangiers Capital, LLC

[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

[The remainder of this page has been left intentionally blank.]

EXHIBIT A

(Copy of the Promissory Note, Board Resolution, Irrevocable Instructions to Stock Transfer Agent, Certificate of Corporate Secretary and Board Resolution for Note Issuance are each attached hereto.)

1. Copy of Convertible Promissory Note

2. Copy of the Board Resolution of the Borrower

3. Copy of Irrevocable Instructions to Stock Transfer Agent

4. Copy of the Certificate of Corporate Secretary

5. Copy of the Board Resolution for Note Issuance

[The remainder of this page has been left intentionally blank.]

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Irwin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Frozen Food Gift Group, Inc. for the quarter ended September 30, 2013;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: February 13, 2014

By:

/s/ Jonathan Irwin

Jonathan Irwin, Principal Executive Officer and

Principal Financial Officer

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Frozen Food Gift Group, Inc. (the “Company”) for the quarter ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jonathan Irwin, Principal Executive Officer and Principal Financial Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

Date: February 13, 2014

By:

/s/ Jonathan Irwin

Jonathan Irwin, Principal Executive Officer and

Principal Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 99.1

Temporary Hardship Exemption

IN ACCORDANCE WITH THE TEMPORARY HARSDHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

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