Common Stock

The Company is authorized to issue up to 800,000,000 shares of its $0.00001 par value common stock and had 75,056,123 common shares issued and outstanding as of June 30, 2019.

There was no common stock activity during the six months ended June 30, 2019. During the six months ended June 30, 2018, the Company issued 2,520,000 shares of its common stock recorded at par value of $25 to an accredited investor in conversion of 50,400 shares of its Series B preferred stock. As the conversion was within the terms of the preferred stock, no gain or loss was recognized.

Preferred Stock

The Company is authorized to issue up to 25,000,000 shares of its $0.00001 par value preferred stock. The shares of preferred stock may be issued from time to time in one or more series. As of June 30, 2019, there were 2,480,482 shares of Series B preferred stock and 4,355,000 shares of Series C preferred stock issued and outstanding.

Series B Preferred Stock

The Companys Series B Preferred Stock has 2,700,000 shares authorized and the following rights: (i) dividend rights equal to the Companys common stock; (ii) no liquidation preference over the Companys common stock; (iii) each share is convertible into 50 shares of the Companys common stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) no voting rights. The holders of the Series B Preferred Stock cannot convert their shares of Series B Sreferred Stock if such conversion would cause the holder to beneficially own more than 4.99% of our then-outstanding common stock.

There was no Series B Preferred Stock activity during the six months ended June 30, 2019. During the three months ended March 31, 2018, an accredited investor converted 50,400 shares of Series B Preferred Stock into 2,520,000 shares of the Companys common stock.

Series C Preferred Stock

The Companys Series C Preferred Stock has 4,500,000 shares authorized and the following rights: (i) dividend rights equal to the Companys common stock; (ii) no liquidation preference over the Companys common stock; (iii) each share is convertible into 50 shares of the Companys common stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) each shares votes on an as converted basis, such that each share currently has 50 votes on all matters brought before the Companys common stockholders for a vote.

There was no Series C Preferred Stock activity during the six months ended June 30, 2019 and June 30, 2018.

Stock Options

2017 Non-Qualified Stock Option Plan

On December 4, 2017, our Board of Directors approved the Freeze Tag, Inc. 2017 Non-Qualified Stock Option Plan (the Plan). Under the Plan, our Board of Directors may issue options to purchase up to an aggregate of 10,000,000 shares of common stock to individuals, including, but not limited to, our Board of Directors and/or our executive management. On December 5, 2017, our Board of Directors granted options to purchase a total of 1,512,821 shares of our common stock.

2006 Stock Option Plan

The Companys 2006 Stock Option Plan adopted by our Board of Directors in March of 2006 terminated in the year ended December 31, 2016. As of June 30, 2019, there were 5,600 stock options outstanding under the 2006 Stock Option Plan.

We account for stock-based compensation in accordance with ASC Topic 718, Compensation Stock Compensation. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses.

The Company recognized $8,167 of stock-based compensation during the six months ended June 30, 2019 and none during the six months ended June 30, 2018. As of June 30, 2019, future compensation cost related to non-vested stock options not yet recognized in the statements of operations totaled $8,167.

A summary of the status of the stock options issued by the Company under both plans as of June 30, 2019, and changes during six months then ended is presented below:

			Weighted Average
	Shares		Exercise Price

Outstanding, December 31, 2018		1,518,423	$	0.076

Granted		-		-
Canceled / Expired		-		-
Exercised		-		-


Outstanding, June 30, 2019		1,518,423	$	0.076

The outstanding options expire on various dates beginning August 2020 through December 2027.