Upon the advice of our auditors, Malone Bailey LP, the Company will temporarily delay the release of its 2012 and 2013 audited and consolidated financial statements that include the acquisition of APT Group, Inc. (“APT”), as required by Regulation S-X, until the first week of July 2014.
There are three reasons for the delay:
1. Technically, this audit could be considered a five-year audit instead of the required two-year audit. APT is not a typical OTC company. APT was comprised of four Limited Liability Companies existing independently since 2008 that collectively raised over 25mm in capital and tangible assets. From an auditing standpoint, combining these LLC entities and then consolidating the audited financial statements of APT with the audited financial statements of the Company is a one-time, monumental task. The audit is extensive and complex, spanning over 5 years of business since many of APT’s financing strategies and legacy investor equity purchases were initiated prior to 2012. Our auditors are requiring additional time to consolidate revenue from multiple sources and to reconcile assets, loans, equity, and derivatives.
2. Because the Company completed the Share Exchange Agreement with APT on March 27, 2014, the Company was required to file a joint Quarterly Report on Form 10-Q for the period ended March 31, 2014. This requirement took priority over the audits of 2012 and 2013.
3. Frozen Food Gift Group, Inc. executed a number of derivative transactions in 2012 and 2013, all of which are unrelated to and pre-date APT operations. Each of these transactions must be calculated with a Black-Scholes model and then combined with APT for those periods according to GAAP merger rules. The derivative calculations are time consuming and complex and must be individually reviewed and analyzed by our auditors.
After the derivative calculations are complete for 2012 and 2013 and the audited financial statements of APT Group, Inc. are combined and consolidated with the audited financial statements of Frozen Food Gift Group, Inc., the Company knows of no reason why future quarterly and annual reports would not be able to be filed in a timely manner.
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