Wednesday, April 16, 2014 3:10:08 PM
FROZEN FOOD GIFT GROUP, INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities Edgar Online "Glimpses"
Item 1.01 Entry Into Material Definitive Agreements.
On April 4, 2014 , Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $75,000 to WHC Capital, LLC . The Company is to pay the principal amount plus 12% interest on April 4, 2015 , to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock.
On April 14, 2014 , Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $577,500 to Tangiers Investment Group, LLC . The Company is to pay the principal amount plus 8% interest on April 14, 2015 , to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock.
On April 14, 2014 , Frozen Food Gift Group, Inc. issued a convertible promissory note in the amount of $180,000 to Tangiers Investment Group, LLC in exchange for a portion of a $577,500 convertible promissory note issued on April 14, 2014 . The Company is to pay the principal amount on April 14, 2015 , to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock.
Item 3.02 Unregistered Sales of Equity Securities .
Frozen Food Gift Group, Inc. ("FROZ") will issue 32,727,273 shares of the Company's common stock to Tangiers Investment Group, LLC ("Tangiers") pursuant to an exchange agreement signed on April 14, 2014 , whereby two purchased notes were exchanged for a restated promissory note issued by FROZ pursuant to a purchase agreement between Tangiers and the Lawrence A. Carrell Trust . The purchased notes were originally issued by American Performance Technologies, LLC , a wholly owned subsidiary of Frozen Food Gift Group, Inc. , which restated the notes in an agreement with Tangiers. The shares were authorized for issuance pursuant to an exemption under Section 4(2) of the Securities Act of 1933.
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