8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2014

FREEZE TAG, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54267	20-4532392
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

18062 Irvine Blvd, Suite 103

Tustin, California 92780

(Address of principal executive offices) (zip code)

(714) 210-3850

(Registrant’s telephone number, including area code)

__________________________________________________

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

Check the appropriate box below if the Form 8-K filing 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))

Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement

On November 17, 2014, we entered into a Consulting and Co-Development Agreement (the “Agreement”) with Gogii Games Corp., a corporation incorporated under the laws of the Province of New Brunswick (Canada) (“Gogii”), pursuant to which Gogii will consult with us and allow us to utilize their proprietary game engine and framework to develop (or co-develop with Gogii) certain free-to-play, mobile social games. Under the Agreement, we will pay Gogii an upfront payment of $5,000 and then monthly payments thereafter.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On November 20, 2014, we issued a press release announcing the Consulting and Co-Development Agreement (the “Agreement”) with Gogii Games Corp.  A copy of the press release is furnished with this Current Report as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press release dated November 20, 2014 issued by Freeze Tag, Inc., announcing the signing of a Consulting and Co-Development Agreement (the “Agreement”) with Gogii Games Corp.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

	Freeze Tag, Inc., a Delaware corporation
November 20, 2014	By:	/s/ Craig Holland
		Craig Holland
		President and Chief Executive Officer
		(Principal Executive Officer)

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EX-99.1

EXHIBIT 99.1

Freeze Tag Announces Development Agreement With Gogii Games

TUSTIN, CA – November 20, 2014 – Freeze Tag, Inc. (OTC: FRZT), a leading creator of mobile social games, today announced that it has signed a Consulting and Co-development Agreement with mobile games company, Gogii Games Corp. (pronounced “Go-Gee”). Under the Agreement, Gogii will consult with Freeze Tag and allow it to utilize Gogii’s proprietary game engine and framework to develop (or co-develop with Gogii) certain free-to-play, mobile social games, in exchange for payments from Freeze Tag.

“The team at Gogii is very experienced in free-to-play game development,” said Craig Holland, CEO of Freeze Tag. “We are excited to partner with them on one of our new titles to expedite the production process and get to market faster.” 

Additional details about the new titles Freeze Tag has in development will be announced soon.

About Freeze Tag, Inc.

Freeze Tag, Inc. is a leading creator of mobile social games that are fun and engaging for all ages.  Based on a free-to-play business model that has propelled games like Candy Crush Saga to worldwide success, we employ state-of-the-art data analytics and proprietary technology to dynamically optimize the gaming experience for revenue generation. Players can download and enjoy our games for free, or they can purchase virtual items and additional features within the game to increase the fun factor. Our games encourage players to compete and engage with their friends on major social networks such as Facebook and Twitter. Founded by gaming industry veterans, Freeze Tag has launched several successful mobile games including the number one hit series Victorian Mysteries® and Unsolved Mystery Club®, as well as digital entertainment like Etch A Sketch®.  Freeze Tag games have been downloaded millions of times on the Apple, Amazon and Google app stores.

About Gogii Games Corp.

Gogii Games is casual games publisher/developer working with developers and IP owners to help develop, distribute, and license its IP or product to retail, online and alternative channels worldwide. With over 70 products and over 150 Million downloads under its belt in over 10 languages and 10 countries with more than 13 #1 titles, Gogii Games has been a reliable source for consistently strong casual products for every aspect of the industry; from PC/MAC IOS, Googleplay, Win8 Phone and Store, Amazon and Steam with such franchises as Archie Riverdale Rescue, The Hidden Object Show 1 & 2,  Empress of the Deep Trilogy & the #1 hit Princess Isabella: A Witch’s Curse Trilogy.

Contact:

info@freezetag.com 

714-210-3850 x26