10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

¨            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 000-54267

FREEZE TAG, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-4532392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
18062 Irvine Blvd, Suite 103 Tustin, California	92780
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (714) 210-3850

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 was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 15, 2020, there were 75,056,123 shares of common stock, $0.00001 par value, issued and outstanding.

FREEZE TAG, INC.

TABLE OF CONTENTS

QUARTER ENDED MARCH 31, 2020

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21

2

PART I – FINANCIAL INFORMATION

The accompanying condensed, consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the consolidated financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended March 31, 2020 are not necessarily indicative of the results of operations for the full year. These condensed financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 30, 2020.

3

FREEZE TAG, INC. 

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,  2020			December 31, 2019
	(unaudited)
ASSETS
Current assets:
Cash	$	176,484		$	254,776
Accounts receivable		10,343			9,772
Prepaid expenses and other current assets		10,595			17,628
Total current assets		197,422			282,176
Property and equipment, net		54,498			9,563
Intangible assets, net		226,810			249,680
Other assets		57,547			64,612
Total assets	$	536,277		$	606,031
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	138,765		$	162,476
Accrued expenses		483,352			458,025
Unearned royalties		7,543			7,543
Notes payable – current portion		7,032			-
Other current liabilities		30,084			49,715
Total current liabilities		666,776			677,759
Notes payable, net of current portion		379,825			379,825
Notes payable – related party		43,193			-
Other long-term liabilities		24,613			32,417
Total liabilities		1,114,407			1,090,001
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.00001 par value, 25,000,000 shares authorized:
Series B; 2,480,482 shares issued and outstanding		25			25
Series C; 4,355,000 shares issued and outstanding		44			44
Common stock; $0.00001 par value, 800,000,000 shares authorized, 75,056,123 shares issued and outstanding		751			751
Additional paid-in capital		9,113,326			9,093,439
Common stock payable		16,800			16,800
Accumulated deficit		(9,709,076	)		(9,595,029	)
Total stockholders’ deficit		(578,130	)		(483,970	)
Total liabilities and stockholders’ deficit	$	536,277		$	606,031

The accompanying notes are an integral part of the condensed consolidated financial statements

4

FREEZE TAG, INC. 

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Revenues	$	403,490		$	560,203
Operating costs and expenses:
Cost of sales		63,914			71,923
Selling, general and administrative expenses		443,533			463,918
Total operating costs and expenses		507,447			535,841
Income (loss) from operations		(103,957	)		24,362
Other income (expense):
Interest expense, net		(10,090	)		(9,986	)
Total other income (expense)		(10,090	)		(9,986	)
Net income (loss)	$	(114,047	)	$	14,376
Weighted average number of common shares outstanding - basic		75,056,123			75,056,123
Weighted average number of common shares outstanding - diluted		75,056,123			94,073,373
Income (loss) per common share – basic and diluted	$	0.00		$	0.00

The accompanying notes are an integral part of the condensed consolidated financial statements

5

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Common Stock		Common Stock  Subscription		Retained Earnings
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Payable		Receivable		(Deficit)			Total
Balance, January 1, 2019		-	$	-		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	8,997,457	$	16,800	$	-	$	(9,452,402	)	$	(437,325	)
Imputed interest on related party debt		-		-		-		-		-		-		-		-		9,366		-		-		-			54,529
Stock-based compensation		-		-		-		-		-		-		-		-		4,083		-		-		-			23,000
Net income		-		-		-		-		-		-		-		-		-		-		-		14,376			14,376
Balance, March 31, 2019		-	$	-		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,010,906	$	16,800	$	-	$	(9,438,026	)	$	(409,500	)
Balance, January 1, 2020		-	$	-		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,093,439	$	16,800	$	-	$	(9,595,029	)	$	(483,970	)
Imputed interest on related party debt		-		-		-		-		-		-		-		-		9,470		-		-		-			9,470
Stock-based compensation		-		-		-		-		-		-		-		-		10,417		-		-		-			10,417
Net loss		-		-		-		-		-		-		-		-		-		-		-		(114,047	)		(114,047	)
Balance, March 31, 2020		-	$	-		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,113,326	$	16,800	$	-	$	(9,709,076	)	$	(578,130	)

The accompanying notes are an integral part of the condensed consolidated financial statements

6

FREEZE TAG, INC. 

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities:
Net income (loss)	$	(114,047	)	$	14,376
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization		23,743			23,742
Imputed interest expense		9,470			9,366
Stock-based compensation		10,417			4,083
Loss on disposal of assets		801			-
Changes in operating assets and liabilities:
Accounts receivable		(571	)		2,215
Prepaid expenses and other current assets		7,033			17,209
Other assets					(2,097	)
Accounts payable		(23,711	)		16,439
Accrued expenses		25,327			3,010
Unearned royalties		-			(119,639	)
Other current liabilities		(20,370	)		-
Net cash used by operating activities		(81,908	)		(31,296	)
Cash flows from investing activities:
Purchase of property and equipment		(46,609	)		-
Net cash used by investing activities		(46,609	)		-
Cash flows from financing activities:
Proceeds from loan financing		50,225			-
Net cash provided by financing activities		50,225			-
Net decrease in cash		(78,292	)		(31,296	)
Cash at the beginning of the period		254,776			309,216
Cash at the end of the period	$	176,484		$	277,920
Supplemental disclosure:
Cash paid for income taxes	$	-		$	-
Cash paid for interest expense		-			-
Non-cash transactions:
Issuance of common shares in conversion of Series B preferred stock	$	-		$	-
Right-of-use asset obtained in exchange for lease obligation		-			88,325

The accompanying notes are an integral part of the condensed consolidated financial statements

7

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2020

(Unaudited)

NOTE 1 – THE COMPANY AND NATURE OF BUSINESS

Nature of Operations

Freeze Tag, Inc. (“Freeze Tag” or the “Company”) is a leading creator of mobile location-based games for consumers and businesses. The Company also offers gaming technology and services to businesses that want to leverage mobile gaming in their marketing and branding programs.

Beginning in the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, sells merchandise to the geocaching industry. The LLC was filed with the State of Florida on September 3, 2019 and there was no activity in the entity from the time of filing until it began operations in the quarter ended March 31, 2020.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material.

The following accounting policies involve significant judgments, assumptions and estimates by management.

Revenue Recognition

The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

8

Property and Equipment

Property and equipment is stated at cost and is depreciated or amortized using the straight-line method over the estimated useful life of the related asset as follows:

Vehicle	7 years
Computer equipment	5 years
Office furniture and equipment	7 years

Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

Intangible Assets

Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Income Taxes

We account for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods.

The Company has no uncertain tax positions at any of the dates presented.

9

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“ASC stock-based compensation guidance”). Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company had stock-based compensation expense recognized in its statements of operations of $10,417 for the three months ended March 31, 2020 and $4,083 for the three months ended March 31, 2019.

Earnings per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period.

For the three months ended March 31, 2020 and 2019, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive.

Fair Value of Financial Instruments

In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at March 31, 2020 and December 31, 2019.

The current assets and current liabilities reported on the Company’s consolidated balance sheets are estimated by management to approximate fair market value due to their short-term nature.

Lease Accounting

We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the Right-of-use (“ROU”) assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the Balance Sheet.

10

Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2020 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements, other than the item listed above, has had or will have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As shown in the accompanying financial statements, the Company incurred a net loss of $114,047 and used total net cash of $78,292 for the three months ended March 31, 2020.  As of March 31, 2020, the Company had a working capital deficit of $469,354 and a total stockholders’ deficit of $578,130. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes that by implementing cost reductions and realizing cost efficiencies from the Merger, operating cash flows will be sufficient to support the Company’s business plan. The Company will also continue to develop and launch new games to maximize revenues. However, management is currently evaluating alternative financing sources to fund the Company’s current business plan should cash provided by operations be insufficient.

The Company’s ability to continue as a going concern is dependent upon successfully executing its plans to attain a successful level of operations. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	March 31, 2020			December 31, 2019
Vehicle	$	46,609		$	-
Computer equipment		7,170			7,971
Office furniture and equipment		10,055			10,055
Total		63,834			18,026
Less accumulated depreciation		(9,336	)		(8,463	)
Net	$	54,498		$	9,563

Depreciation expense was $873 and $872 for the three months ended March 31, 2020 and 2019, respectively.

11

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following at:

	March 31, 2020			December 31, 2019
Intellectual property	$	307,100		$	307,100
Customer base		142,000			142,000
Non-compete agreements		8,300			8,300
Less accumulated depreciation		(230,590	)		(207,720	)
Net	$	226,810		$	249,680

Amortization expense was $22,870 for the three months ended March 31, 2020 and 2019.

NOTE 6 – NOTES PAYABLES

Notes payable consisted of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
Related party:
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021	$	6,925	$	6,925
Convertible note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021		186,450		186,450
Convertible note payable to Mick Donahoo, non-Interest bearing, maturing on December 31, 2021		186,450		186,450
Other:
Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025		50,225		-
Total	$	430,050	$	379,825

Messrs. Holland and Donahoo have the right, at any time, at their election, to convert all or part of the amount due into shares of fully paid and non-assessable shares of common stock of the Company. The fixed conversion price is $0.02 per share.

The Company has imputed interest expense on the notes payable – related party using an annual rate of 10%. During the three months ended March 31, 2020 and 2019, total imputed interest expense was $9,470 and $9,366, respectively, which was recorded to additional paid-in capital.

Future maturities of notes payable as of March 31, 2020 are as follows:

December 31,	Amount
2020	$	7,032
2021		389,515
2022		9,975
2023		10,268
2024		10,569
Thereafter		2,691
Notes Payable	$	430,050

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NOTE 7 – STOCKHOLDERS’ DEFICIT

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 March 31, 2020.

There was no common stock activity during the three months ended March 31, 2020 and March 31, 2019.

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 March 31, 2020 and 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 Company’s Series B Preferred Stock has 2,700,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 preferred 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 three months ended March 31, 2020 and March 31, 2019.

Series C Preferred Stock

The Company’s Series C Preferred Stock has 4,500,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 Company’s common stockholders for a vote.

There was no Series C Preferred Stock activity during the three months ended March 31, 2020 and March 31, 2019.

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.

13

2006 Stock Option Plan

The Company’s 2006 Stock Option Plan adopted by our Board of Directors in March of 2006 terminated in the year ended December 31, 2016. As of March 31, 2020 and 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 $10,417 of stock-based compensation during the three months ended March 31, 2020 and $4,083 during the three months ended March 31, 2019. As of March 31, 2020, future compensation cost related to non-vested stock options not yet recognized in the statements of operations totaled $72,917.

A summary of the status of the stock options issued by the Company under both plans as of March 31, 2020, and changes during three months then ended is presented below:

			Weighted Average
	Shares		Exercise Price
Outstanding, December 31, 2019		7,768,421	$	0.031
Granted		-		-
Canceled / Expired		-		-
Exercised		-		-
Outstanding, March 31, 2020		7,768,421	$	0.031

The outstanding options expire on various dates beginning in 2020 through 2029.

NOTE 8 – RELATED PARTY TRANSACTIONS

The Company had a note payable to Craig Holland, its Chief Executive Officer, with a balance of $6,925 at March 31, 2020 and 2019. The Company also had convertible notes payable to Mr. Holland and Mick Donahoo, its Chief Financial Officer, with a total balance of $372,900 as of March 31, 2020 and 2019. See Note 7 for detailed disclosure of this related party debt, including interest rates, terms of conversion and other repayment terms.

The Company has imputed interest expense on the notes payable – related party using an annual rate of 10%. During the three months ended March 31, 2019 and 2018, total imputed interest expense was $9,470 and $9,366, respectively, which was recorded to additional paid-in capital.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

CARES Act Paycheck Protection Program Loan - On May 7, 2020, the Company received a U.S. Small Business Administration Loan (“SBA Loan”) from Cross River Bank related to the COVID-19 crisis in the amount of $174,420 primarily for payroll costs. Under the Paycheck Protection Program (PPP) Loan Note (the “Promissory Note”), the SBA Loan has a fixed interest rate of 1%, a maturity date two years from the date of the funding of the loan and no payments are due on the SBA Loan for six months. Pursuant to the terms of the SBA Loan and Promissory Note, the Company may apply for forgiveness of the amount due on the SBA Loan in an amount equal to the sum of the following costs incurred by the Company during the 8-week period (or any other period that may be authorized by the U.S. Small Business Association) beginning on the date of first disbursement of the loan: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of SBA Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 25% of the amount forgiven can be attributable to non-payroll costs.

14

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q of Freeze Tag, Inc. (“Freeze Tag” or the “Company”) for the three months ended March 31, 2020 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2019, as well as any cautionary language in this Quarterly Report on Form 10-Q and our last Annual Report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated include but are not limited to: distributors not accepting our games; price reductions; unforeseen delays in game production; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel. As noted in our risk factors in our Annual Report on Form 10-K for year ended December 31, 2019, we are also closely monitoring the ongoing COVID-19 pandemic and its effects on our business, as well as its effects on general market and economic conditions.

Summary Overview

Freeze Tag, Inc. is a creator of location-based, mobile social games that are fun and engaging for consumers and businesses. Based on a free-to-play business model that has propelled games built and marketed by some of our competitors 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, and, if they so choose, they can purchase virtual items and additional features within the game to increase the fun factor.

Founded by gaming industry veterans, Freeze Tag has launched several successful games over the course of its history. Our current portfolio includes hits such as Munzee®, a social platform with over 7 million locations worldwide and hundreds of thousands of players that blends gamification and geolocation into an experience that rewards players for going places in the physical world; Garfield Go, a Pokemon Go style augmented reality game based on the iconic cat Garfield; WallaBee®, an addictive collecting game with over 2,000 beautifully drawn digital cards; as well as many social mobile games that provide endless hours of family-friendly fun. We also offer our technology and services to third party businesses that want to leverage mobile gaming in their marketing and branding programs. For example, our Eventzee® solution allows businesses to create private scavenger hunts in physical places such as malls, tradeshows, company events or campuses to create immersive brand experiences.

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Our mission is to design, develop and deliver innovative digital entertainment that surprises and delights. Our products bring families together by providing fun to kids of all ages. We also strive to create a workplace environment where creativity and fun can thrive in a demanding industry.

In 2019, after successfully launching a new version of our flagship product, Munzee, we continued to develop and enhance the mobile application by adding more features and functionality, such as incorporating the ability for players to join teams (called “clans”) from anywhere in the world and play together, competing against other worldwide teams. Adding these features increased the usage of existing players and increased the retention of new players such that by the end of 2019, we achieved a marked increase in user retention.

In Q4 of 2019, we embarked upon another major development project involving our Eventzee app. We have completely re-designed the Eventzee app, adding many features requested by our customers over the years. Our current plan is to launch the revised Eventzee app in Q2 of 2020, barring any unforeseen events or obstacles.

Beginning in the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, sells merchandise to the geocaching industry.

Going Concern Uncertainty

The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As shown in the accompanying financial statements, the Company incurred a net loss of $114,047 and used total net cash of $78,292 for the three months ended March 31, 2020.  As of March 31, 2020, the Company had a working capital deficit of $469,354 and a total stockholders’ deficit of $578,130. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes that by implementing cost reductions and realizing cost efficiencies from the Merger, operating cash flows will be sufficient to support the Company’s business plan. The Company will also continue to develop and launch new games to maximize revenues. However, management is currently evaluating alternative financing sources to fund the Company’s current business plan should cash provided by operations be insufficient.

The Company’s ability to continue as a going concern is dependent upon successfully executing its plans to attain a successful level of operations. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern.

Critical Accounting Policies

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs, expenses and related disclosures. These estimates and assumptions are often based on historical experience and judgments that we believe to be reasonable under the circumstances at the time made. However, all such estimates and assumptions are inherently uncertain and unpredictable and actual results may differ. For further information on our significant accounting policies, see Note 2 to our financial statements included in this filing. 

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The following is a summary of our critical accounting policies that involve estimates and management’s judgment.

Revenue Recognition

The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

Intangible Assets

Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“ASC stock-based compensation guidance”). Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2020 and through the date of filing of this report, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial position or results of operations.

Results of Operations for the Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019.

Revenues

Revenues decreased $156,713 to $403,490 for the three months ended March 31, 2020 from $560,203 for the three months ended March 31, 2019. The primary reason for the decrease in revenues in the current year was due to the close-out in the first quarter of 2019 of a significant mobile distribution contract in that period allowing us to recognize deferred revenue of $119,639.

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Cost of Sales

Cost of sales decreased $8,009 to $63,914 for the three months ended March 31, 2020 from $71,923 for the three months ended March 31, 2019. The decrease was a result of decreases in server and server usage fees.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $20,385 to $443,533 for the three months ended March 31, 2020 from $463,918 for the three months ended March 31, 2019. The decrease is primarily due to a decrease in employee and contractor expenses during the first quarter of the current fiscal year.

Other Income (Expense)

Interest expense increased slightly to $10,090 for the three months ended March 31, 2020 from $9,986 for the three months ended March 31, 2019. These amounts relate primarily to the imputed interest on related party debt.

Net Income (Loss)

As a result of the above, we reported a net loss of $114,047 for the three months ended March 31, 2020 and net income of $14,376 for the three months ended March 31, 2019.

Liquidity and Capital Resources

Introduction

As of March 31, 2020, we had current assets of $197,422, including cash of $176,484, and current liabilities of $666,776, resulting in a working capital deficit of $469,354. In addition, we had a total stockholders’ deficit of $578,130 at March 31, 2020.

During the three months ended March 31, 2020, we used net cash of $78,292. Management believes that by implementing cost reductions and realizing cost efficiencies from the Merger, operating cash flows will be sufficient to support our business plan. We will also continue to develop and launch new games to maximize revenues. As a result, we may have short-term cash needs. Therefore, management is currently evaluating alternative financing sources to fund our current business plan should cash provided by operations be insufficient. There can be no assurance that we will be successful in these efforts.

Sources and Uses of Cash

We used net cash of $81,908 in operating activities for the three months ended March 31, 2020 mainly as a result of a net loss of $114,047 and decreases of our accounts payable of $23,711 and other current liabilities of $23,370. These uses of cash were partially offset by a decrease of our prepaid expenses and other assets of $7,033 and increases in our accrued expenses of $25,327.

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By comparison, we used net cash of $31,296 in operating activities for the three months ended March 31, 2019 mainly as a result of net income of $14,376, decreases of our prepaid expenses and other assets of $17,209 and increases in our accounts payable and accrued expenses of $16,439 and $3,010 being more than offset by the decrease of unearned royalties of $119,639.

We used $46,609 for the purchase of property and equipment for the three months ended March 31, 2020. For the three months ended March 31, 2019, we did not have any cash provided by or used in investing activities. 

Financing activities provided cash of $50,225 for the three months ended March 31, 2020, related to auto financing. For the three months ended March 31, 2019, we did not have any cash provided by or used in financing activities. 

Notes Payable – Related Party

As of March 31, 2020, our related party debt was comprised of notes payable totaling $379,825 to Craig Holland, our Chief Executive Officer and Mick Donahoo, our Chief Financial Officer. These notes are non-interest bearing and mature on December 31, 2021. Of this related party indebtedness, there are two convertible notes payable of $186,450 to each of Messrs. Holland and Donahoo, who have the right, at any time, at their election, to convert all or part of the amount due into shares of fully paid and non-assessable shares of our common stock. The fixed conversion price is $0.02 per share. We have imputed interest on these notes payable using an annual rate of 10%.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of the end of the three month period ended March 31, 2020, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

There is no information required to be disclosed by this Item.

ITEM 3 Defaults Upon Senior Securities

There is no information required to be disclosed by this Item.

ITEM 4 Mine Safety Disclosures

There is no information required to be disclosed by this Item.

ITEM 5 Other Information

As noted in our previous filings, we are also currently under an Internal Revenue Service tax audit for 2015 and 2016. We are undergoing negotiations relating to tax matters with the taxing authorities and believe that we have provided adequate reserves related to all matters contained in tax periods open to examination. The years open to examination by taxing authorities vary by jurisdiction; no years prior to 2016 are open.

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ITEM 6 Exhibits

3.1 (1)	Articles of Incorporation of Freeze Tag, Inc.
3.2 (1)	Articles of Amendment to Articles of Incorporation
3.3 (1)	Bylaws of Freeze Tag, Inc.
3.4 (3)	Articles of Amendment to Certificate of Incorporation February 4, 2014
3.5 (7)	Articles of Amendment to Certificate of Incorporation filed on February 18, 2016
10.1 (1)	10% Convertible Promissory Note dated July 1, 2010 with The Holland Family Trust
10.2 (2)	Convertible Promissory Note (10%) dated December 20, 2013 – Accredited Investor
10.3 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Holland Family Trust
10.4 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Debt
10.5 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Salary
10.6 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Salary
10.7 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Debt
10.8 (2)	Convertible Promissory Note (10%) dated December 31, 2013 – Robert Cowdell
10.9 (8)	Convertible Promissory Note with an Accredited Investor dated June 25, 2014
10.10 (4)	Convertible Promissory Note (10%) dated September 30, 2014 – Holland Family Trust
10.11 (4)	Convertible Promissory Note (10%) dated September 30, 2014 – Craig Holland
10.12 (5)	Consulting and Co-Development Agreement with Gogii Games Corp. dated November 17, 2014 (Redacted Version)
10.13 (5)	Convertible Promissory Note with an accredited investor dated February 11, 2015
10.14 (5)	Master Development Agreement with TIC TOC STUDIOS, LLC dated February 18, 2015 (Redacted Version)
10.15 (6)	Convertible Promissory Note with an accredited investor dated July 28, 2015
10.16 (6)	Amendment to Convertible Promissory Note dated December 31, 2013 – Craig Holland
10.17 (6)	Amendment to Convertible Promissory Note dated December 31, 2013 – Mick Donahoo

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10.18 (6)	Amendment to Convertible Promissory Note with an accredited investor dated December 30, 2013
10.19 (8)	Convertible Promissory Note with an accredited investor dated April 7, 2016
10.20 (9)	License Agreement with Munzee, Inc. dated October 19, 2016
10.21 (9)	License Agreement with Paws, Incorporation dated November 1, 2016 (Redacted Version)
10.22 (10)	Amendment #1 to Convertible Promissory Note with an accredited investor dated April 7, 2016
10.23 (10)	Convertible Promissory Note with an accredited investor dated February 8, 2017
10.24 (11)	Merger Agreement with Munzee, Inc. dated July 26, 2017
10.25 (11)	Form of Securities Exchange and Common Stock Purchase Agreement with Related Parties dated July 25, 2017
10.26 (11)	Form of Securities Exchange and Common Stock Purchase Agreement with Accredited Investor #1 and Accredited Investor #2 dated July 26, 2017
10.27 (11)	Form of Second Securities Exchange and Common Stock Purchase Agreement with Accredited Investor #2 dated July 26, 2017
10.28 (11)	Form of Securities Exchange and Common Stock Purchase Agreement with Accredited Investor #3 dated July 26, 2017
10.29 (11)	Form of Amendment No. 1 to Promissory Note with Craig Holland and Mick Donahoo dated July 25, 2017
10.30 (11)	Amendment No. 1 to Promissory Note with Craig Holland dated July 25, 2017
10.31 (12)	Corporate Sponsorship Agreement with American Diabetes Association dated March 22, 2018
21.1*	Subsidiaries of Freeze Tag, Inc.
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer.

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101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

________        

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

(1)	Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on August 16, 2010.
(2)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on February 4, 2014.
(3)	Incorporated by reference from Definitive Information Statement on Schedule 14-C filed with the Commission on December 31, 2013.
(4)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2014.
(5)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015.
(6)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 16, 2015.
(7)	Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 30, 2016.
(8)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 14, 2016.
(9)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
(10)	Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 31, 2017.
(11)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on July 31, 2017.
(12)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on April 11, 2018

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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 thereunto duly authorized.

	Freeze Tag, Inc.
Dated: May 15, 2020		/s/ Craig Holland
	By:	Craig Holland
	Its:	Chief Executive Officer (Principal Executive Officer)

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EX-21.1

EXHIBIT 21.1

List of Freeze Tag, Inc. Subsidiaries

1. Space Coast Geo Store, LLC, a Florida limited liability company

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Craig Holland, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Freeze Tag, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 15, 2020	By:	/s/ Craig Holland
		Craig Holland
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 

I, Mick Donahoo, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Freeze Tag, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 15, 2020	By:	/s/ Mick Donahoo
		Mick Donahoo
		Chief Financial Officer (Chief Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Freeze Tag, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Craig Holland, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2020	By:	/s/ Craig Holland
		Craig Holland
		Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Freeze Tag, Inc. and will be retained by Freeze Tag, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Freeze Tag, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Mick Donahoo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  May 15, 2020	By:	/s/ Mick Donahoo
		Mick Donahoo
		Chief Financial Officer (Chief Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Freeze Tag, Inc. and will be retained by Freeze Tag, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2020

INTANGIBLE ASSETS

NOTE 5 - INTANGIBLE ASSETS

Intangible assets consisted of the following at:

	March 31, 2020			December 31, 2019
Intellectual property	$	307,100		$	307,100
Customer base		142,000			142,000
Non-compete agreements		8,300			8,300
Less accumulated depreciation		(230,590	)		(207,720	)
Net	$	226,810		$	249,680

Amortization expense was $22,870 for the three months ended March 31, 2020 and 2019.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

CARES Act Paycheck Protection Program Loan - On May 7, 2020, the Company received a U.S. Small Business Administration Loan (“SBA Loan”) from Cross River Bank related to the COVID-19 crisis in the amount of $174,420 primarily for payroll costs. Under the Paycheck Protection Program (PPP) Loan Note (the “Promissory Note”), the SBA Loan has a fixed interest rate of 1%, a maturity date two years from the date of the funding of the loan and no payments are due on the SBA Loan for six months. Pursuant to the terms of the SBA Loan and Promissory Note, the Company may apply for forgiveness of the amount due on the SBA Loan in an amount equal to the sum of the following costs incurred by the Company during the 8-week period (or any other period that may be authorized by the U.S. Small Business Association) beginning on the date of first disbursement of the loan: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of SBA Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 25% of the amount forgiven can be attributable to non-payroll costs.

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

INTANGIBLE ASSETS

Schedule of Intangible assets

	March 31, 2020			December 31, 2019
Intellectual property	$	307,100		$	307,100
Customer base		142,000			142,000
Non-compete agreements		8,300			8,300
Less accumulated depreciation		(230,590	)		(207,720	)
Net	$	226,810		$	249,680

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STOCKHOLDERS' DEFICIT (Details)	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Number of shares
Outstanding, December 31, 2019 | shares	7,768,421
Granted | shares
Canceled / Expired | shares
Exercised | shares
Outstanding, March 31, 2020 | shares	7,768,421
Weighted Average Exercise Price
Outstanding, December 31, 2019 | $ / shares	$ 0.031
Granted | $ / shares
Canceled / Expired | $ / shares
Exercised | $ / shares
Outstanding, March 31, 2020 | $ / shares	$ 0.031

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 176,484	$ 254,776
Accounts receivable	10,343	9,772
Prepaid expenses and other current assets	10,595	17,628
Total current assets	197,422	282,176
Property and equipment, net	54,498	9,563
Intangible assets, net	226,810	249,680
Other assets	57,547	64,612
Total assets	536,277	606,031
Current liabilities:
Accounts payable	138,765	162,476
Accrued expenses	483,352	458,025
Unearned royalties	7,543	7,543
Notes payable - current portion	7,032
Other current liabilities	30,084	49,715
Total current liabilities	666,776	677,759
Notes payable, net of current portion	379,825	379,825
Notes payable - related party	43,193
Other long-term liabilities	24,613	32,417
Total liabilities	1,114,407	1,090,001
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.00001 par value, 25,000,000 shares authorized:
Common stock; $0.00001 par value, 800,000,000 shares authorized, 75,056,123 shares issued and outstanding	751	751
Additional paid-in capital	9,113,326	9,093,439
Common stock payable	16,800	16,800
Accumulated deficit	(9,709,076)	(9,595,029)
Total stockholders' deficit	(578,130)	(483,970)
Total liabilities and stockholders' deficit	536,277	606,031
Preferred Stock Series B [Member]
Stockholders' deficit:
Preferred stock, $0.00001 par value, 25,000,000 shares authorized:	25	25
Preferred Stock Series C [Member]
Stockholders' deficit:
Preferred stock, $0.00001 par value, 25,000,000 shares authorized:	$ 44	$ 44

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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (114,047)	$ 14,376
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization	23,743	23,742
Imputed interest expense	9,470	9,366
Stock-based compensation	10,417	4,083
Loss on disposal of assets	801
Changes in operating assets and liabilities:
Accounts receivable	(571)	2,215
Prepaid expenses and other current assets	7,033	17,209
Other assets		(2,097)
Accounts payable	(23,711)	16,439
Accrued expenses	25,327	3,010
Unearned royalties		(119,639)
Other current liabilities	(20,370)
Net cash used by operating activities	(81,908)	(31,296)
Cash flows from investing activities:
Purchase of property and equipment	(46,609)
Net cash used by investing activities	(46,609)
Cash flows from financing activities:
Proceeds from loan financing	50,225
Net cash provided by financing activities	50,225
Net decrease in cash	(78,292)	(31,296)
Cash at the beginning of the period	254,776	309,216
Cash at the end of the period	176,484	277,920
Supplemental disclosure:
Cash paid for income taxes
Cash paid for interest expense
Non-cash transactions:
Issuance of common shares in conversion of Series B preferred stock
Right-of-use asset obtained in exchange for lease obligation		$ 88,325

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Intangible assets estimated useful lives	5 years
Stock-based compensation	$ 10,417	$ 4,083

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INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Less accumulated amortization	$ (230,590)	$ (207,720)
Intangible assets, net	226,810	249,680
Intellectual property [Member]
Intangible assets, gross	307,100	307,100
Customer base [Member]
Intangible assets, gross	142,000	142,000
Non-compete agreements [Member]
Intangible assets, gross	$ 8,300	$ 8,300

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Stockholders' deficit
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	75,056,123	75,056,123
Common stock, shares outstanding	75,056,123	75,056,123
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred Stock Series B [Member]
Stockholders' deficit
Preferred stock, shares authorized	2,700,000	2,700,000
Preferred stock, shares issued	2,480,482	2,480,482
Preferred stock, shares outstanding	2,480,482	2,480,482
Preferred Stock Series C [Member]
Stockholders' deficit
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	4,355,000	4,355,000
Preferred stock, shares outstanding	4,355,000	4,355,000

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THE COMPANY AND NATURE OF BUSINESS

3 Months Ended

Mar. 31, 2020

THE COMPANY AND NATURE OF BUSINESS

NOTE 1 - THE COMPANY AND NATURE OF BUSINESS

Nature of Operations

Freeze Tag, Inc. (“Freeze Tag” or the “Company”) is a leading creator of mobile location-based games for consumers and businesses. The Company also offers gaming technology and services to businesses that want to leverage mobile gaming in their marketing and branding programs.

Beginning in the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, sells merchandise to the geocaching industry. The LLC was filed with the State of Florida on September 3, 2019 and there was no activity in the entity from the time of filing until it began operations in the quarter ended March 31, 2020.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2020
Vehicle [Member]
Property, plant and equipment, estimated useful lives	7 years
Computer equipment [Member]
Property, plant and equipment, estimated useful lives	5 years
Office furniture and equipment [Member]
Property, plant and equipment, estimated useful lives	7 years

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
PROPERTY AND EQUIPMENT
Depreciation expense	$ 873	$ 872

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2020

PROPERTY AND EQUIPMENT

Schedule of Property and equipment

	March 31, 2020			December 31, 2019
Vehicle	$	46,609		$	-
Computer equipment		7,170			7,971
Office furniture and equipment		10,055			10,055
Total		63,834			18,026
Less accumulated depreciation		(9,336	)		(8,463	)
Net	$	54,498		$	9,563

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PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2020

PROPERTY AND EQUIPMENT

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	March 31, 2020			December 31, 2019
Vehicle	$	46,609		$	-
Computer equipment		7,170			7,971
Office furniture and equipment		10,055			10,055
Total		63,834			18,026
Less accumulated depreciation		(9,336	)		(8,463	)
Net	$	54,498		$	9,563

Depreciation expense was $873 and $872 for the three months ended March 31, 2020 and 2019, respectively.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company had a note payable to Craig Holland, its Chief Executive Officer, with a balance of $6,925 at March 31, 2020 and 2019. The Company also had convertible notes payable to Mr. Holland and Mick Donahoo, its Chief Financial Officer, with a total balance of $372,900 as of March 31, 2020 and 2019. See Note 7 for detailed disclosure of this related party debt, including interest rates, terms of conversion and other repayment terms.

The Company has imputed interest expense on the notes payable – related party using an annual rate of 10%. During the three months ended March 31, 2019 and 2018, total imputed interest expense was $9,470 and $9,366, respectively, which was recorded to additional paid-in capital.

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STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)		3 Months Ended
	Dec. 05, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 04, 2017
Common stock, par value		$ 0.00001		$ 0.00001
Common stock, authorized shares		800,000,000		800,000,000
Common stock, issued shares		75,056,123		75,056,123
Common stock, outstanding shares		75,056,123		75,056,123
Preferred stock, par value		$ 0.00001		$ 0.00001
Preferred stock, authorized shares		25,000,000		25,000,000
Compensation cost		$ 72,917
Stock-based compensation		$ 10,417	$ 4,083
2017 Non-Qualified Stock Option Plan [Member] | Maximum [Member]
Option granted to purchase common shares					10,000,000
2006 Stock Option Plan [Member]
Stock options outstanding		5,600		5,600
Board of Directors [Member]
Common stock shares options purchase	1,512,821
Preferred Stock Series B [Member]
Preferred stock, authorized shares		2,700,000		2,700,000
Preferred stock, issued shares		2,480,482		2,480,482
Preferred stock, outstanding shares		2,480,482		2,480,482
Preferred Stock voting rights description		(i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 preferred stock if such conversion would cause the holder to beneficially own more than 4.99% of our then-outstanding common stock.
Preferred Stock Series C [Member]
Preferred stock, authorized shares		4,500,000		4,500,000
Preferred stock, issued shares		4,355,000		4,355,000
Preferred stock, outstanding shares		4,355,000		4,355,000
Preferred Stock voting rights description		(i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 Company’s common stockholders for a vote

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NOTES PAYABLES (Tables)

3 Months Ended

Mar. 31, 2020

NOTES PAYABLES

Schedule of notes payable - related party

	March 31, 2020		December 31, 2019
Related party:
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021	$	6,925	$	6,925
Convertible note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021		186,450		186,450
Convertible note payable to Mick Donahoo, non-Interest bearing, maturing on December 31, 2021		186,450		186,450
Other:
Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025		50,225		-
Total	$	430,050	$	379,825

Schedule of future maturities of notes payable

December 31,	Amount
2020	$	7,032
2021		389,515
2022		9,975
2023		10,268
2024		10,569
Thereafter		2,691
Notes Payable	$	430,050

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GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jan. 01, 2020	Dec. 31, 2019	Jan. 01, 2019
GOING CONCERN UNCERTAINTY
Net income (loss)	$ (114,047)	$ 14,376
Stockholders' deficit	(578,130)	(409,500)	$ (483,970)	$ (483,970)	$ (437,325)
Net decrease in cash	(78,292)	$ (31,296)
Working capital deficit	$ (469,354)

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INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
INTANGIBLE ASSETS
Amortization expense	$ 22,870	$ 22,870

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 15, 2020
Document And Entity Information
Entity Registrant Name	Freeze Tag, Inc.
Entity Central Index Key	0001485074
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		75,056,123
Entity Interactive Data Current	Yes

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock Payable [Member]	Common Stock Subscription Receivable [Member]	Retained Earnings (Deficit) [Member]
Balance, shares at Jan. 01, 2019			2,480,482	4,355,000	75,056,123
Balance, amount at Jan. 01, 2019	$ (437,325)		$ 25	$ 44	$ 751	$ 8,997,457	$ 16,800		$ (9,452,402)
Imputed interest on related party debt	54,529					9,366
Stock-based compensation	23,000					4,083
Net income (loss)	$ 14,376								$ 14,376
Balance, shares at Mar. 31, 2019			2,480,482	4,355,000	75,056,123
Balance, amount at Mar. 31, 2019	$ (409,500)		$ 25	$ 44	$ 751	$ 9,010,906	$ 16,800		$ (9,438,026)
Balance, shares at Jan. 01, 2020			2,480,482	4,355,000	75,056,123
Balance, amount at Jan. 01, 2020	$ (483,970)		$ 25	$ 44	$ 751	$ 9,093,439	$ 16,800		$ (9,595,029)
Imputed interest on related party debt	9,470					9,470
Stock-based compensation	10,417					10,417
Net income (loss)	$ (114,047)								$ (114,047)
Balance, shares at Mar. 31, 2020			2,480,482	4,355,000	75,056,123
Balance, amount at Mar. 31, 2020	$ (578,130)		$ 25	$ 44	$ 751	$ 9,113,326	$ 16,800		$ (9,709,076)

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GOING CONCERN UNCERTAINTY

3 Months Ended

Mar. 31, 2020

GOING CONCERN UNCERTAINTY

NOTE 3 - GOING CONCERN UNCERTAINTY

The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As shown in the accompanying financial statements, the Company incurred a net loss of $114,047 and used total net cash of $78,292 for the three months ended March 31, 2020. As of March 31, 2020, the Company had a working capital deficit of $469,354 and a total stockholders’ deficit of $578,130. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes that by implementing cost reductions and realizing cost efficiencies from the Merger, operating cash flows will be sufficient to support the Company’s business plan. The Company will also continue to develop and launch new games to maximize revenues. However, management is currently evaluating alternative financing sources to fund the Company’s current business plan should cash provided by operations be insufficient.

The Company’s ability to continue as a going concern is dependent upon successfully executing its plans to attain a successful level of operations. The Company’s financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern.

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	May 07, 2020 USD ($)
Payroll costs	$ 174,420
Forgiven amount percentage	25.00%
Loan interest rate	1.00%

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NOTES PAYABLES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Debt instrument, convertible, conversion price	$ 0.02
Imputed interest expense, annual rate	10.00%
Imputed interest expense	$ 9,470	$ 9,366
Notes Payable [Member] | Craig Holland [Member]
Debt instrument maturity date	December 31, 2021
Convertible Notes Payable [Member] | Craig Holland [Member]
Debt instrument maturity date	December 31, 2021
Convertible Notes Payable [Member] | Mick Donahoo [Member]
Debt instrument maturity date	December 31, 2021
Note Payable To Financial Institution, Secured By Vehicle [Member]
Due date	2025
Interest rate	2.90%

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NOTES PAYABLES

3 Months Ended

Mar. 31, 2020

NOTES PAYABLES

NOTE 6 - NOTES PAYABLES

Notes payable consisted of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020		December 31, 2019
Related party:
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021	$	6,925	$	6,925
Convertible note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021		186,450		186,450
Convertible note payable to Mick Donahoo, non-Interest bearing, maturing on December 31, 2021		186,450		186,450
Other:
Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025		50,225		-
Total	$	430,050	$	379,825

Messrs. Holland and Donahoo have the right, at any time, at their election, to convert all or part of the amount due into shares of fully paid and non-assessable shares of common stock of the Company. The fixed conversion price is $0.02 per share.

The Company has imputed interest expense on the notes payable – related party using an annual rate of 10%. During the three months ended March 31, 2020 and 2019, total imputed interest expense was $9,470 and $9,366, respectively, which was recorded to additional paid-in capital.

Future maturities of notes payable as of March 31, 2020 are as follows:

December 31,	Amount
2020	$	7,032
2021		389,515
2022		9,975
2023		10,268
2024		10,569
Thereafter		2,691
Notes Payable	$	430,050

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material.

The following accounting policies involve significant judgments, assumptions and estimates by management.

Revenue Recognition

The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

Property and Equipment

Property and equipment is stated at cost and is depreciated or amortized using the straight-line method over the estimated useful life of the related asset as follows:

Vehicle	7 years
Computer equipment	5 years
Office furniture and equipment	7 years

 Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

Intangible Assets

Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Income Taxes

We account for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods.

The Company has no uncertain tax positions at any of the dates presented.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“ASC stock-based compensation guidance”). Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company had stock-based compensation expense recognized in its statements of operations of $10,417 for the three months ended March 31, 2020 and $4,083 for the three months ended March 31, 2019.

Earnings per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period.

For the three months ended March 31, 2020 and 2019, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive.

Fair Value of Financial Instruments

In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at March 31, 2020 and December 31, 2019.

The current assets and current liabilities reported on the Company’s consolidated balance sheets are estimated by management to approximate fair market value due to their short-term nature.

Lease Accounting

We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the Right-of-use (“ROU”) assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the Balance Sheet.

Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2020 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements, other than the item listed above, has had or will have a material impact on its financial position or results of operations.

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Imputed interest expense	$ 9,470	$ 9,366
Imputed interest expense, annual rate	10.00%
Notes Payable	$ 7,032
Convertible Notes Payable [Member] | Mr. Holland and Mick Donahoo [Member]
Notes Payable	372,900		372,900
Convertible Notes Payable [Member] | Craig Holland [Member]
Notes Payable	186,450		186,450
Notes Payable [Member] | Craig Holland [Member]
Notes Payable	$ 6,925		$ 6,925

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NOTES PAYABLES (Details 1)	Mar. 31, 2020 USD ($)
NOTES PAYABLES
2020	$ 7,032
2021	389,515
2022	9,975
2023	10,268
2024	10,569
Thereafter	2,691
Notes Payable	$ 430,050

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STOCKHOLDERS' DEFICIT

3 Months Ended

Mar. 31, 2020

STOCKHOLDERS' DEFICIT

NOTE 7 - STOCKHOLDERS' DEFICIT

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 March 31, 2020.

There was no common stock activity during the three months ended March 31, 2020 and March 31, 2019.

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 March 31, 2020 and 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 Company’s Series B Preferred Stock has 2,700,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 preferred 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 three months ended March 31, 2020 and March 31, 2019.

Series C Preferred Stock

The Company’s Series C Preferred Stock has 4,500,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s 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 Company’s common stockholders for a vote.

There was no Series C Preferred Stock activity during the three months ended March 31, 2020 and March 31, 2019.

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 Company’s 2006 Stock Option Plan adopted by our Board of Directors in March of 2006 terminated in the year ended December 31, 2016. As of March 31, 2020 and 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 $10,417 of stock-based compensation during the three months ended March 31, 2020 and $4,083 during the three months ended March 31, 2019. As of March 31, 2020, future compensation cost related to non-vested stock options not yet recognized in the statements of operations totaled $72,917.

A summary of the status of the stock options issued by the Company under both plans as of March 31, 2020, and changes during three months then ended is presented below:

			Weighted Average
	Shares		Exercise Price
Outstanding, December 31, 2019		7,768,421	$	0.031
Granted		-		-
Canceled / Expired		-		-
Exercised		-		-
Outstanding, March 31, 2020		7,768,421	$	0.031

The outstanding options expire on various dates beginning in 2020 through 2029.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property and equipment , estimated useful life

Vehicle	7 years
Computer equipment	5 years
Office furniture and equipment	7 years

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NOTES PAYABLES (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Notes payable	$ 7,032
Notes Payable [Member] | Craig Holland [Member]
Notes payable	6,925	6,925
Convertible Notes Payable [Member] | Craig Holland [Member]
Notes payable	186,450	186,450
Convertible Notes Payable [Member] | Mick Donahoo [Member]
Notes payable	186,450	186,450
Note Payable To Financial Institution, Secured By Vehicle [Member]
Notes payable	$ 50,225

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STOCKHOLDERS' DEFICIT (Tables)

3 Months Ended

Mar. 31, 2020

STOCKHOLDERS' DEFICIT (Tables)

Schedule of status of warrants and options issued

			Weighted Average
	Shares		Exercise Price
Outstanding, December 31, 2019		7,768,421	$	0.031
Granted		-		-
Canceled / Expired		-		-
Exercised		-		-
Outstanding, March 31, 2020		7,768,421	$	0.031

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property and equipment, gross	$ 63,834	$ 18,026
Less accumulated depreciation	(9,336)	(8,463)
Property and equipment, net	54,498	9,563
Vehicle [Member]
Property and equipment, gross	46,609
Computer equipment [Member]
Property and equipment, gross	7,170	7,971
Office furniture and equipment [Member]
Property and equipment, gross	$ 10,055	$ 10,055

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material.

The following accounting policies involve significant judgments, assumptions and estimates by management.

Revenue Recognition

The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

Property and Equipment

Property and equipment is stated at cost and is depreciated or amortized using the straight-line method over the estimated useful life of the related asset as follows:

Vehicle	7 years
Computer equipment	5 years
Office furniture and equipment	7 years

Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

Intangible Assets

Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in the Merger, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Income Taxes

We account for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods.

The Company has no uncertain tax positions at any of the dates presented.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“ASC stock-based compensation guidance”). Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company had stock-based compensation expense recognized in its statements of operations of $10,417 for the three months ended March 31, 2020 and $4,083 for the three months ended March 31, 2019.

Earnings per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period.

For the three months ended March 31, 2020 and 2019, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive.

Fair Value of Financial Instruments

In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at March 31, 2020 and December 31, 2019.

The current assets and current liabilities reported on the Company’s consolidated balance sheets are estimated by management to approximate fair market value due to their short-term nature.

Lease Accounting

We determine if a contract is a lease at the inception of the arrangement. We review all options to extend, terminate, or purchase the Right-of-use (“ROU”) assets, and when reasonably certain to exercise, we include the option in the determination of the lease term and lease liability. Lease ROU assets and liabilities are recognized at commencement date of the lease, based on the present value of lease payments over the lease term. The lease ROU asset also includes any lease payments made and excludes any lease incentives. When readily determinable, we use the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date, including the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the Balance Sheet.

Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2020 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements, other than the item listed above, has had or will have a material impact on its financial position or results of operations.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 403,490	$ 560,203
Operating costs and expenses:
Cost of sales	63,914	71,923
Selling, general and administrative expenses	443,533	463,918
Total operating costs and expenses	507,447	535,841
Income (loss) from operations	(103,957)	24,362
Other income (expense):
Interest expense, net	(10,090)	(9,986)
Total other income (expense)	(10,090)	(9,986)
Net income (loss)	$ (114,047)	$ 14,376
Weighted average number of common shares outstanding - basic	75,056,123	75,056,123
Weighted average number of common shares outstanding - diluted	75,056,123	94,073,373
Income (loss) per common share - basic and diluted	$ 0.00	$ 0.00