UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A


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þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December 31, 2011Oro
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from: ____________ to ____________




Frozen Food Gift Group, Inc.


(Exact name of registrant as specified in its charter)




Delaware

333-165406

27-1668227(State or Other Jurisdiction of

(Commission

(I.R.S. EmployerIncorporation or Organization)

File Number)

Identification No.)




7514 Girard Avenue, Suite 1705, La Jolla, CA 92037


(Address of Principal Executive Office) (Zip Code)




888-530-3738


(Registrant’s telephone number, including area code)




With Copies to:


Donald G. Davis, Esq.


Davis & Associates


PO Box 12009


Marina Del Rey, CA 90295


(310) 823-8300




N/A


(Former name or former address, if changed since last report)


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Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Name of each exchange on which registeredNone

None


Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, Par Value $.00001
 (Title of Class)
 ———————
  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo þ
  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 wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo o
  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 (§ 232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oNo þ
  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of thischapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
  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
oNon-accelerated filer
o
Smaller reporting company
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  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNo þ
  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
  The aggregate market value of the voting stock held by non-affiliates of the registrant, as of June 30, 2011, was approximately $100,562. For purposes of this disclosure, companies that hold more than 5% of the outstanding shares of common stock, persons who hold more than 10% of the outstanding shares of common stock, and shares held by executive officers and directors of the registrant have been excluded because such persons may be considered to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 1, 2012, the Company had 121,574,774 outstanding shares.
 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes oNo o
  DOCUMENTS INCORPORATED BY REFERENCE 
 Part IV of this 10-K incorporates by reference certain Exhibits that were previously filed by the registrant.










EXPLANATORY NOTE




This amendment to Form 10-K is being filed for the purpose of updating the cover page to state that our Company's fiscal year concluded on December 31, 2011.




2
 
 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: 4/9/12
By:
/s/ JONATHAN IRWINJONATHAN IRWINChief Executive Officer