APT Motovox Group, Inc. - FORM 10-Q

Attached files

file	filename
EX-99.4 - TEMPORARY HARDSHIP EXEMPTION - APT Motovox Group, Inc.	froz_ex994.htm
EX-31.1 - CERTIFICATION - APT Motovox Group, Inc.	froz_ex311.htm
EX-32.1 - CERTIFICATION - APT Motovox Group, Inc.	froz_ex321.htm
EX-10.42 - 10% CONVERTIBLE PROMISSORY NOTE - APT Motovox Group, Inc.	froz_ex1042.htm
EX-10.43 - NOTE PURCHASE AGREEMENT - APT Motovox Group, Inc.	froz_ex1043.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, 2013
Or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

Commission File Number: 333-165406

———————

Frozen Food Gift Group, Inc.

(Exact name of registrant as specified in its charter)

———————

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

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	Smaller reporting company			þ
		reporting company)

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

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

As 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

ASSETS

	September 30, 2013			December 31, 2012
	(Unaudited)
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	$	913,528		$	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		1,267,851			1,115,162

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

Stockholders' Equity:
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		399,712			287,694
Deficit accumulated during development stage		(1,874,935	)		(1,601,900	)
		(1,472,932	)		(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		(433,465	)		(56,630	)		(30,310	)		(168,991	)		(191,999	)
Provision for income taxes		-			-			-			-			-
		(318,880	)		(61,518	)		(30,468	)		(52,819	)		(191,775	)

Net (loss)	$	(1,874,935	)	$	(132,132	)	$	(116,992	)	$	(273,034	)	$	(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, 2012

(Unaudited)

										Accumulated
										Deficit
					Additional					During
	Common Stock				Paid in		Subscription			Development
	Shares		Amount		Capital		Receivable			Stage			Total
January 2, 2009 - Issuance of common
stock for services at $.00001 per share		99,184,000	$	992	$	-	$	-		$	-		$	992
Shares issued for services at $0.05 per share		2,000,000		20		99,980		-			-			100,000
Net loss		-		-		-		-			(336,111	)		(336,111	)
Balance - December 31, 2009		101,184,000		1,012		99,980		-			(336,111	)		(235,119	)

Shares issued for services at $0.00001 per
share		11,242,666		112		-		-			-			112
Net loss		-		-		-		-			(357,090	)		(357,090	)
Balance - December 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		91		49,909		-			-			50,000
Shares issued for services at $0.0055
per share		2,022,014		20		11,101		-			-			11,121
Shares issued for services at $0.0055
per share		1,268,544		13		6,964		-			-			6,977
Shares issued for services at $0.0055
per share		266,252		3		1,461		-			-			1,464
Shares issued for cash at $0.02924
per share		2,564,822		26		74,974		(25,000	)		-			50,000
Shares issued for services at $0.0292
per share		311,316		3		9,087		-			-			9,090
Shares issued for partial conversion of loan at
$0.01 per share		625,000		6		6,244		-			-			6,250
Conversion feature liability being reclassified to
equity upon partial conversion of note payable		-		-		15,238		-			-			15,238
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
					Additional					During
	Common Stock				Paid in		Subscription			Development
	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		2		6,823		-			-			6,825
Shares issued for services at $0.0292
per share		58,172		1		1,698		-			-			1,699
Shares issued for services at $0.0292
per share		15,512		-		453		-			-			453
Shares issued for services at $0.0292
per share		77,485		1		2,262		-			-			2,263
Payment of subscription receivable		-		-		-		25,000			-			25,000
Net loss		-		-		-		-			(579,859	)		(579,859	)
Balance - December 31, 2012		129,017,612		1,290		287,694		-			(1,601,901	)		(1,312,917	)

Issuance of common shares upon partial		-		-		-		-			-			-
conversion of note at $0.01 per share		300,000		3		2,997		-			-			3,000
Shares issued for services at $0.01
per share		31,584		-		316		-			-			316
Issuance of common shares upon partial
conversion of note at $0.005 per share		1,200,000		12		5,988		-			-			6,000
Shares issued for services at $0.005
per share		125,956		1		629		-			-			630
Issuance of common shares upon partial
conversion of note at $0.0007 per share		4,000,000		40		2,760		-			-			2,800
Shares issued for services at $0.0007
per share		419,866		4		290		-			-			294
Issuance of common shares upon partial
conversion of note at $0.00097 per share		12,000,000		120		11,520		-			-			11,640
Shares issued for services at $0.00097
per share		1,259,600		13		1,209		-			-			1,222
Issuance of common shares upon partial
conversion of note at $0.0017 per share		8,089,324		81		13,671		-			-			13,752
Shares issued for services at $0.0017
per share		849,190		9		1,435		-			-			1,444
Conversion feature liability being reclassified to
equity upon partial conversion of note payable		-		-		29,241		-			-			29,241
Issuance of common shares upon partial
conversion of note at $0.001 per share		6,000,000		60		5,940		-			-			6,000
Shares issued for services at $0.001
per share		629,851		6		624		-			-			630
Issuance of common shares upon partial
conversion of note at $0.00063 per share		6,229,587		62		3,617		-			-			3,679
Shares issued for services at $0.00063
per share		1,283,733		13		796		-			-			809
Issuance of common shares upon partial
conversion of note at $0.00035 per share		16,398,371		164		5,575		-			-			5,739
Shares issued for services at $0.00035
per share		3,004,968		30		1,022		-			-			1,052
Issuance of common shares upon partial
conversion of note at $0.00023 per share		7,700,000		77		1,694		-			-			1,771
Shares issued for services at $0.00023
per share		3,813,190		38		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		60		1,740		-			-			1,800
Conversion feature liability being reclassified to
equity upon partial conversion of note payable		-		-		14,077		-			-			14,077
Net loss		-		-		-		-			(273,034	)		(273,034	)
Balance - September 30, 2013		229,173,063	$	2,291	$	399,712	$	-		$	(1,874,935	)	$	(1,472,932	)

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

	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)	$	(1,874,934	)	$	(273,034	)	$	(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		913,528			130,820			110,600
Customer deposits		45,000			-			-
Derivative liability		303,476			(18,691	)		253,571
Stock issued for services		151,570			9,074			39,892
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	$	-		$	-		$	-

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 $273,034, $443,147and $1,874,935 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 $1,874,935. 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 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

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:

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

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of 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

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.

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 $52,819, $191,775 and $318,880 respectively. The figure of $318,880 from inception to September 30, 2013 consisted of $114,585 in derivative income and ($433,465) 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 $273,034, $443,147 and $1,874,935 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 $1,874,935, 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 $1,874,935, 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 $1,267,851 which consisted of $913,528 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: November 19, 2013	By:	/s/ JONATHAN IRWIN
		JONATHAN IRWIN
		Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer

APT Motovox Group, Inc. - FORM 10-Q - November 19, 2013

Attached files

APT Motovox Group, Inc. Reports