Matthew L. Schissler, Chairman - 46,592,000 (36%) Jonathan F. Irwin, CEO, Director - 46,592,000 (36%) John J. Berkeridge, Jr., Director - 1,000,000 (0.8%)
(Total 94,184,000) 73.0% owned by 3 executives ===============================================
5% or More Shareholders
Tangiers Partners, LP 12,793,108 (9.9%) ANP Industries, Inc. 12,793,108 (9.9%)
(Total 25,586,216)
Here comes the kicker: This whole deal BETWEEN Miami Ice and Froz was rescinded: FROZ demands a return of the issued shares if no settlement is agreed upon. AS OF SEPT 2013 NO AGREEMENT HAS BEEN REACHED.
ITEM 1.01: Entry into a Material Definitive Agreement On February 22, 2013, Frozen Food Gift Group, Inc. (“Company“) entered into a Stock Purchase Agreement (“Agreement”) with all of the shareholders (“Shareholders”) of Miami Ice Machine Company, Inc. (“Mimco”) whereby the Company purchased all of the outstanding shares of Mimco from the Shareholders, making Mimco a wholly-owned subsidiary of the Company. Pursuant to the Agreement, the Company shall issue to the Shareholders a total of $880,000 of restricted Company common stock in exchange for all Mimco shares. If, at any time during the period of two years from the closing date of February 22, 2013, the average closing price of Company common stock as listed on the OTCBB falls lower than twenty percent (20%) of the share valuation of $0.05 for at least twenty consecutive days, then the Company shall promptly issue to the Shareholders that number of additional shares such that the Shareholders receive a total amount of shares (including those originally issued at the February 22, 2013 closing) that equal the $880,000 purchase price. Further, the Shareholders are entitled to an additional $280,000 of Company securities if, for either the year ending 2013 or the year 2014, the annual revenues of the Mimco business in the South Florida territory (defined as Dade, Broward, Palm Beach, Martin, Monroe, Collier and Lee counties, and the Caribbean islands excluding any Central American or South American sovereign nations), exceeds $1,000,000 in revenue. The Agreement includes customary representations, warranties and covenants.
The foregoing description of the transaction does not purport to be a complete statement of the parties’ rights and obligations under the Agreement and is qualified in its entirety by reference to the Agreement itself.
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.
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