Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
That is outdated. Closer to a bil now. Still all good, but the 229mil os isn't current.
The start of many great things
Yup! Bought this with BIG.
Lol 1 trade so far. Floatlocked
We all knew this was coming....been patiently waiting. Hopefully this pops Mon. GLTA longs here....let's get that $$
It looks like they are just correcting some dates that were wrong in the previous 8k.
8K/A
8k Just out - Here it is
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 26, 2014
Date of Report (Date of earliest event reported)
THE PAWS PET COMPANY, INC.
(Exact name of registrant as specified in its charter)
Illinois 333-130446 20-3191557
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
855 El Camino Real, Suite 13A-184, Palo Alto, CA 94301
(Address of Principal Executive Offices) (Zip Code)
(415) 871-0678
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
The Form 8-K previously filed on April 1, 2014 that announced the Closing of Agreement and Plan of Merger Agreement (the “APMA”) with Pharmacy Development Corp., a California corporation (“PDC”), among other items, contained multiple errors as to the correct date of the event. These were the result of transcription errors.
Specifically:
? Under Items 1.01 and 2.02 the correct date of the Closing was March 31, 2014 as opposed to March 31, 2013.
? Under Item 3.02 the correct date of the share issuances was March 26, 2014 as opposed to March 26, 2013.
? Under Item 5.03 the correct date of the share issuances was March 26, 2014 as opposed to March 26, 2013.
? Under Item 5.07 the correct date of the share issuances was March 26, 2014 as opposed to March 26, 2013.
? Finally, the date of execution the Form 8-K was April 1, 2014 as opposed to January 6, 2014.
The corrected items are filed herewith.
Item 1.01. Entry Into A Material Definitive Agreement.
On March 31, 2014 The PAWS Pet Company Inc. (the “Company”) closed an Agreement and Plan of Merger Agreement (the “APMA”) with Pharmacy Development Corp., a California corporation (“PDC”) whereby the Company acquired PDC through a forward triangular merger into the Company’s wholly owned subsidiary PDC, Inc., a Nevada corporation.
PDC, through its wholly owned subsidiary Mesa Pharmacy, Inc. (“MESA”), focuses on providing custom compounded non-narcotic, transdermal topical pain medications that are marketed to industrial health physicians and clinics. MESA has developed a series of topical ointments, in different strengths, that provide the pain relief doctors seek
As a result of the APMA, the First Amended Securities Exchange Agreement (“SEA”) between the parties dated December 31, 2013, pursuant to which the Company acquired MESA was amended, superseded and replaced by the APMA, and the Royalty Agreement between the MESA and PDC dated also dated December 31, 2013 has been terminated. The Company originally disclosed such transactions in a Current Report on Form 8-K dated January 7, 2014.
The Company paid consideration in the form of five hundred thousand (500,000) shares of the Company’s Series D Convertible Preferred Stock (the “Series D Stock”) that had previously been issued under the amended, superseded and replaced SEA.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 31, 2014 The PAWS Pet Company Inc. (the “Company”) closed an Agreement and Plan of Merger Agreement (the “APMA”) with Pharmacy Development Corp., a California corporation (“PDC”) whereby the Company acquired PDC through a forward triangular merger into the Company’s wholly owned subsidiary PDC, Inc., a Nevada corporation in exchange for five hundred thousand (500,000) shares of the Company’s Series D Convertible Preferred Stock (the “Series D Stock”).
On March 26, 2014 the Company sold all of its interest in Pet Airways, Inc., a Florida corporation to The Watermark Company, Inc., a corporation controlled by the Daniel Wiesel and Alysa Binder, both officers and directors of the Company. The consideration for the sale of Pet Airways, Inc. was the relief gained through the sale from debts of Pet Airways, Inc. totaling approximately $1,000,000. The Company retains the ownership of the flight reservation system developed by the Company; however, Pet Airways, Inc. retains a royalty free license to utilize the system in perpetuity. A sale of the flight reservation system is being considered.
Item 2.03. Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the APMA, the Company assumed $646,500 (unaudited) in PDC convertible notes and amended such notes so that they are convertible at a rate of one share of Series D preferred stock of the Company per $100. The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03. The Company and the holders of Series D preferred stock intend to amend the Certificate of Designation to add, at a minimum, the necessary 6,465 shares to the already authorized 500,000 shares.
Item 3.02. Unregistered Sales of Equity Securities.
On March 26, 2014, the Company issued 60,000,000 Common Stock shares to Daniel Wiesel and Alysa Binder, both officers and directors of the Company, pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933. The shares were issued in consideration of the cancellation of accrued, yet unpaid wages in the amount of $1,300,000 and the agreement by The Watermark Company, Inc., a corporation controlled by the Daniel Wiesel and Alysa Binder, to purchase the Company’s interest in Pet Airways, Inc., a Florida corporation through which the Company formerly operated its discontinued pet airline. The sale of Pet Airways, Inc. relieves the Company of debts totaling approximately $1,000,000. The Company had agreed, in principle, to allow Mr. Wiesel and Ms. Binder to reacquire Pet Airways and settle their outstanding unpaid wages as soon as the acquisition of PDC/MESA was complete. The Company retains the ownership of the flight reservation system developed by the Company; however, Pet Airways, Inc. retains a royalty free license to utilize the system in perpetuity. A sale of the flight reservation system is being considered.
On March 26, 2014, the Company issued 7,441,584 Common Stock shares to the Daniel T Zagorin Family Trust in exchange for $500,000 in cash.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 26, 2014, shareholders holding a two-thirds (2/3) majority of the shares entitled to vote on matters presented to the Common shareholders voted to amend the articles as follows:
1. To change the name of the Company to, “Praxsyn Corporation.”
2. To increase the number of authorized shares of Common Stock to One Billion Four Hundred and Million (1,400,000,000) shares.
3. To authorize the Board of Directors to designate, from the already authorized ten million (10,000,000) shares of preferred stock, classes of stock with whatsoever rights and preferences as the board of directors may so choose, including voting and super-majority voting privileges.
4. To amend the articles so that actions which, by the terms of the Illinois Business Corporation Act of 1983, would normally require a two thirds (2/3) majority vote of the shareholders to pass shall only require a simple majority.
5. To approve the Agreement and Plan of Merger listed as an exhibit to that certain current report on Form 8-k and filed with the Securities and Exchange Commission on March 26, 2014.
Furthermore, the company filed a Certificate of Designation of Class D Convertible Preferred Stock on December 30, 2013. A copy of the Certificate of Designation was filed with the Company’s current report on Form 8-K on January 7, 2014.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 26, 2014, shareholders holding a two-thirds (2/3) majority of the shares entitled to vote on matters presented to the Common shareholders voted to amend the articles as follows:
6. To change the name of the Company to, “Praxsyn Corporation.”
7. To increase the number of authorized shares of Common Stock to One Billion Four Hundred and Million (1,400,000,000) shares.
8. To authorize the Board of Directors to designate, from the already authorized ten million (10,000,000) shares of preferred stock, classes of stock with whatsoever rights and preferences as the board of directors may so choose, including voting and super-majority voting privileges.
9. To amend the articles so that actions which, by the terms of the Illinois Business Corporation Act of 1983, would normally require a two thirds (2/3) majority vote of the shareholders to pass shall only require a simple majority.
10. To approve the Agreement and Plan of Merger listed as an exhibit to that certain current report on Form 8-k and filed with the Securities and Exchange Commission originally filed on March 26, 2014.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company expects to file the audited financial statements of Mesa Pharmacy, Inc. required pursuant to this Item 9.01(a) no later than June 14, 2014.
(b) Pro forma financial information.
The Company expects to file the pro forma financial information required pursuant to this Item 9.01(b) no later than June 14, 2014.
(d) Exhibits.
10.1 Agreement and Plan of Merger Agreement (APMA) - Dated March 20, 2014 – Incorporated by reference to the Company’s current report on Form 8-K originally filed on March 26, 2014.
10.2 Certificate of Designation of Series D Convertible Preferred Stock – Incorporated by reference to the Company’s current report on Form 8-K originally filed on January 7, 2014.
SIGNATURE
Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The PAWS Pet Company, Inc.
DATE: April 2, 2014 By: /s/ Daniel Wiesel
Daniel Wiesel
Chief Executive Officer
We are still under the radar. ..4m in vol so far
VNDM now bidding at .01
.21=$1m
I'm hoping for that this year. Go FROZ
Smart move! Congrats
Way to be on it, thanks B
Why do they do this to us! Now we are going to have to wait until Monday to see what this does to the pps lol.
I'm sure you have something to say....right? L.O.L.
We new it was coming, and now it's official. Very exciting stuff.
Why didn't you take my bet yesterday if you are so confident?
There goes that theory lol
Ha! Right there with ya. I've got almost 5mil at .006 average.
10k here
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Expires: August 31, 2015
Estimated average burden
hours per response.......2.50
FORM 12b-25 SEC FILE NUMBER
000-29819
CUSIP NUMBER
NOTIFICATION OF LATE FILING 019621101
(Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
For Period Ended: December 31, 2013
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Frozen Food Gift Group Inc.
Full Name of Registrant
Former Name if Applicable
8895 Towne Centre Dr.
Suite 105
Address of Principal Executive Office (Street and Number)
San Diego, CA 92122
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
þ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III – NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Due to events unforeseen by the Company, it is unable to complete its Annual Report on Form 10-K for the period ended December 31, 2013 without an unreasonable effort and expense.
PART IV — OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Jonathan F. Irwin
888
530-3738
(Name)
(Area Code)
(Telephone Number)
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes
þ
No
o
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes
o
No
þ
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
2
Frozen Food Gift Group Inc
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 27, 2014
By:
/s/ Jonathan F. Irwin
Jonathan F. Irwin
Chief Executive Officer,
Principal Executive Officer,
Principal Financial Officer
and Principal Accounting Officer
3
nevermind
The O/S is just shy of 900mil, still pretty good.
Willing to put your money where your mouth is? How bout a public bet? We can use an escrow service to handle the funds.
Who cares what it's doing right now from minute to minute, or even day to day. Keep your eyes on the prize. The DD proves what we all know to be true. APTM will be worth much more in the weeks/months to come.
Straight up standoff on L2. Not that it matters this early in the game, but it's fun to watch.
and they aren't diluting
What's that tell you...strong hands?
LOL, looks like a crazy game of tictactoe doesn't it
I wish you all the best of luck, really. Word of warning, 8 paid promo's this morning and more than that yesterday.
geesh, down a bunch here, Im averaged at 6. Good thing I've got a bunch of FRO$ and its moving.
I'll be waiting here patiently for things to unfold. I'm long whether I like it or not!
We need to break .012 with some volume to show confirmation of a run. it looks like we have some solid support at 0106 now though. All good.
This 105/106 level was previous resistance and could now be a support level, let's see if it holds.
And that's what I'm waiting for. This is chump change, and will become irrelevant soon enough.
not even close dummy. A/S is 20b and hasn't changed, and doesnt matter. It's been that all along. O/S is less than 1b, how can the float be 1b? nice try. The SS is part of what makes this such a great play.
I give you credit for not giving up though...
I agree, its good news and brings in new money. we don't actually become APT until the 30th, or maybe sooner now??
More to come.
Just for QB
Agreed. Be happy we are the "in" crowd!
I don't think it means anything. It's just a PR. It may get the word out since not everyone is looking for 8k's, but it's nothing we don't already know. Slow and steady wins the race, with a smart carb of course :).
I want my party.
Every ticker that's ready for a run has a few in the room talking about a party in Vegas, or wherever, for all the big winners. I haven't been to one yet.
I've got almost 5m shares now.
I want my damn party. :)
Yeah, I'm long here.
agreed, I'm happy they are keeping us in the loop and all signs point to a completed merger. Im not sure it will have much affect on the pps between now and 4/30, unless they keep em comin, but I don't really care about the current pps.
$FROZ