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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

☐	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.)

360 E 1st Street, #450 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ☒

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable only to corporate issuers:

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, 2024, 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, 2024

PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22

Table of Contents

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 financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended March 31, 2024 are not necessarily indicative of the results of operations for the full year. These condensed, consolidated 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, 2023 filed with the Securities and Exchange Commission on April 1, 2024.

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FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS

Current assets:
Cash	$	201,609		$	383,362
Accounts receivable		23,534			20,298
Prepaid expenses and other current assets		15,205			20,108
Total current assets		240,348			423,768

Property and equipment, net		8,545			10,875
Capitalized software, net		499,068			522,084
Other assets		853			853

Total assets	$	748,814		$	957,580

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	145,835		$	143,842
Accrued expenses		490,078			489,639
Unearned royalties		7,543			7,543
Notes payable – related party, current portion		379,825			379,825
Notes payable, current portion		10,641			10,569
Total current liabilities		1,033,922			1,031,418

Notes payable, net of current portion		150,000			152,686
Other long-term liabilities		5,856			5,812
Total liabilities		1,189,778			1,189,916

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		9,338,283			9,328,813
Common stock payable		16,800			16,800
Accumulated deficit		(9,796,867	)		(9,578,769	)
Total stockholders’ deficit		(440,964	)		(232,336	)

Total liabilities and stockholders’ deficit	$	748,814		$	957,580

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

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FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2024			2023

Revenues	$	468,946		$	511,372

Operating costs and expenses:
Cost of sales		106,265			104,788
Selling, general and administrative expenses		569,813			442,869

Total operating costs and expenses		676,078			547,657

Loss from operations		(207,132	)		(36,285	)

Other expense:
Interest expense, net		(10,966	)		(11,556	)

Total other expense		(10,966	)		(11,556	)

Net loss	$	(218,098	)	$	(47,841	)

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			75,056,123

Income per common share – basic and diluted	$	(0.00	)	$	(0.00	)

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

Table of Contents

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Common Stock		Retained Earnings
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Payable		(Deficit)			Total

Balance, December 31, 2022		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,290,829	$	16,800	$	(9,373,571	)	$	(65,122	)
Imputed interest on related party debt		-		-		-		-		-		-		9,367		-		-			9,367
Net loss		-		-		-		-		-		-		-		-		(47,841	)		(47,841	)

Balance, March 31, 2023		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,300,196	$	16,800	$	(9,421,412	)	$	(103,596	)

Balance, December 31, 2023		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,328,813	$	16,800	$	(9,578,769	)	$	(232,336	)

Imputed interest on related party debt		-		-		-		-		-		-		9,470		-		-			9,470
Net loss		-		-		-		-		-		-		-		-		(218,098	)		(218,098	)

Balance, March 31, 2024		2,480,482	$	25		4,355,000	$	44		75,056,123	$	751	$	9,338,283	$	16,800	$	(9,796,867	)	$	(440,964	)

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

Table of Contents

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(218,098	)	$	(47,841	)
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		25,346			2,330
Imputed interest expense		9,470			9,367
Changes in operating assets and liabilities:
Accounts receivable		(3,236	)		(183	)
Prepaid expenses and other current assets		4,903			5,598
Accounts payable		1,993			11,090
Accrued expenses		(4,873	)		2,872
Other		5,356			3,875

Net used by operating activities		(179,139	)		(12,892	)

Cash flows from investing activities:
Capitalized software costs		-			(60,985	)

Net cash used by investing activities		-			(60,985	)

Cash flows from financing activities:
Payments on notes payable		(2,614	)		(2,542	)

Net cash used by financing activities		(2,614	)		(2,542	)

Net decrease in cash		(181,753	)		(76,419	)
Cash at the beginning of the period		383,362			741,163

Cash at the end of the period	$	201,609		$	664,744

Supplemental disclosure:
Cash paid for income taxes	$	1,500		$	1,500
Cash paid for interest expense	$	1,496		$	162

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

Table of Contents

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2024

(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.

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.

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.

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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		5 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 2017, 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 (“ASC Topic 740”). 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. 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.

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The Company had no stock-based compensation expense recognized in its statements of operations for the three months ended March 31, 2024 and 2023.

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, 2024 and 2023, 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, 2024 and December 31, 2023.

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

Software Development Costs

Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers and artists. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed as found in ASC Subtopic 985-20. On a case-by-case basis, certain software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. For products where proven game engine technology exists, this may occur early in the development cycle.

Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For most products, technological feasibility is established when a detailed game design document containing sufficient technical specifications written for a proven game engine or framework technology had been created and approved by management. However, technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that were considered ‘research and development’ that are not capitalized are immediately charged to general and administrative expense.

Prior to a product’s release, the Company expenses, as part of “Cost of Sales—Product Development,” capitalized costs when the Company believes such amounts are not recoverable. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Cost of Sales—Product Development” based on the straight-line method.

The Company evaluates the future recoverability of capitalized software development costs and intellectual property licenses on an annual basis. For products that have been released in prior years, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future years, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; orders for the product prior to its release; and, for any sequel product, estimated performance based on the performance of the product on which the sequel was based.

The Company had no impairment expense, related to capitalized software development costs, recognized in the Company’s statements of operations for the three months ended March 31, 2024 or 2023.

Based on the previous trends in the Company’s business, management has determined the expected shelf life of the majority of a game’s revenue will be realized over a three to five-year period and will expense capitalized production costs from the date of the initial release, or first sale of the product for a specific technology platform. It is possible that the same game developed on different technology platforms (such as PC and Mac, or iOS and Android) would be launched on different release dates because product development cycles may differ and distribution partner release policies may differ.

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At March 31, 2024 and December 31, 2023, the Company had $499,068 and $522,084 respectively, of net capitalized software development costs in other assets on the balance sheet. The Company recognized $23,015 and $0 amortization expense in the three months ended March 31, 2024 and 2023.

Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2024 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements 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 condensed consolidated financial statements, the Company had a net loss of $218,098 and used net cash in operations of $179,139 for the three months ended March 31, 2024. As of March 31, 2024, the Company had a working capital deficit of $793,574 and a total stockholders’ deficit of $440,964. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes that by continuing to implement cost reductions, and by increasing revenue from updated product lines, operating cash flows will be sufficient to support the Company’s business plan. 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, 2024			December 31, 2023

Vehicle	$	46,609		$	46,609
Computer equipment		7,170			7,170
Office furniture and equipment		8,613			8,613
Total		62,392			62,392
Less accumulated depreciation		(53,847	)		(51,517	)

Net	$	8,545		$	10,875

Depreciation expense was $2,330 for the three months ended March 31, 2024 and 2023, respectively.

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NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following at:

	March 31, 2024			December 31, 2023

Intellectual property	$	307,100		$	307,100
Customer base		142,000			142,000
Non-compete agreements		8,300			8,300
Less accumulated depreciation		(457,400	)		(457,400	)

Net	$	-		$	-

Amortization expense was $0 for the three months ended March 31, 2024 and 2023, respectively.

NOTE 6 – CAPITALIZED SOFTWARE COSTS

Our capitalized software costs are summarized as follows:

	March 31, 2024			December 31, 2023
Gross carrying amount	$	552,772		$	552,772
Accumulated amortization		(53,704	)		(30,688	)
Net capitalized software costs	$	499,068		$	522,084

Amortization expense related to capitalized software costs was $23,015 and $0 for the three months ended March 31, 2024 and 2023, respectively, and is recorded as cost of revenue in the consolidated statements of operations.

The following table presents the remaining estimated amortization of capitalized software costs as of March 31, 2024:

FY24	$	73,666
FY25	$	110,555
FY26	$	110,555
FY27	$	110,555
FY28	$	79,868
Thereafter	$	13,869

	$	499,068

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NOTE 7 – NOTES PAYABLE

Notes payable consisted of the following:

	March 31, 2024		December 31, 2023
Related Party:
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2024	$	6,925	$	6,925
Convertible note payable to Craig Holland, non- interest bearing, maturing on December 31, 2024		186,450		186,450
Convertible note payable to Mick Donahoo, non- Interest bearing, maturing on December 31, 2024		186,450		186,450

Other:
Note payable to financial institution, secured by vehicle, interest at 2.9%, monthly payments of $901, due in 2025		10,641		13,255
Small Business Loan, payable to financial institution, 3.75% interest, payments of $731, due in 2050		150,000		150,000

Total notes payable	$	540,466	$	543,080
Less current portion		390,466		390,394

Notes payable, net of current portion	$	150,000	$	152,686

On May 18, 2020, the Company received an additional U.S. Small Business Administration Loan (SBA Loan) in the amount of $150,000 to alleviate continued economic injury caused the COVID-19 crisis. The SBA Loan has a fixed interest rate of 3.75% and matures in thirty years from the date of the loan. Payments were scheduled to begin twelve months from the effective date in a fixed amount of $731 per month. All payments will be applied to interest first. This loan is secured by the general assets of the Company. The SBA Loan has since indicated that the first payments are not required to begin until 30 months from the date of the note.

The Company had a note payable to Craig Holland, its Chief Executive Officer, with a balance of $6,925 at March 31, 2024 and 2023. 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, 2024 and 2023. 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, 2024 and 2023, total imputed interest expense was $9,470 and $9,367; respectively, which was recorded to additional paid-in capital.

Future maturities of notes payable as of March 31, 2024 are as follows:

December 31,	Amount
2024	$	387,780
2025		2,686
2026		-
2027		2,704
2028		3,305
Thereafter		143,991
Notes Payable	$	540,466

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NOTE 8 – 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, 2024. There was no common stock activity during the three months ended March 31, 2024 and March 31, 2023.

As of March 31, 2024 and 2023, the Company had common stock payable of $16,800 resulting from a technology transfer agreement with an unrelated party that obligated the Company to issue a total of 960 shares of its common stock, payable in 8 quarterly installments of 120 shares.

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, 2024 and 2023, 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 the Company’s then-outstanding common stock.

There was no Series B preferred stock activity during the three months ended March 31, 2024 and March 31, 2023.

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, 2024 and March 31, 2023.

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Stock Options

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, 2024 and 2023, there were no stock options outstanding under the 2006 Stock Option Plan.

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. As of March 31, 2024 and 2023, there were 7,762,821 stock options outstanding under the 2017 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 $0 of stock-based compensation during the three months ended March 31, 2024 and 2023. As of March 31, 2024, there is no future compensation cost related to non-vested stock options not yet recognized in the statements of operations.

A summary of the status of the stock options issued by the Company under both plans as of March 31, 2024, and changes during three months then ended is presented below:

			Weighted Average
	Shares		Exercise Price

Outstanding, December 31, 2023		7,762,821	$	0.024

Granted		-		-
Canceled / Expired		-		-
Exercised		-		-

Outstanding, March 31, 2024		7,762,821	$	0.024

All outstanding options are exercisable. The outstanding options expire on various dates beginning in 2027 through 2029, with a weighted average remaining contractual life of 5.4 years.

NOTE 9 – SUBSEQUENT EVENTS

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

No subsequent events to report.

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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, 2024 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, 2023, 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.

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.

In October 2017, Rob Vardeman, former President of Munzee Inc. joined gaming industry veterans, Craig Holland and Mick Donahoo, to form a stronger and well-rounded Freeze Tag team through a merger. In addition to successful games Freeze Tag has launched previously, the current portfolio of games includes hits such as Munzee, a real-world gaming adventure and social platform with over 8 million locations worldwide and hundreds of thousands of players, WallaBee, an addictive collecting game with over 2,000 beautifully drawn digital cards.

We also offer our technology and services to businesses that want to leverage our expertise in location-based 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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Central to Freeze Tag’s core strategy is capitalizing on fast-growing trends in the mobile applications world, including geofencing and location-based advertising. We plan to leverage the combined company’s proprietary technology and expertise to create more exciting location-based experiences in our games.

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 condensed consolidated financial statements, the Company recognized a net loss of $218,098 and used net cash of $179,139 in operations for the three months ended March 31, 2024. As of March 31, 2024, the Company had a working capital deficit of $793,574 and a total stockholders’ deficit of $440,964. These factors, among others, raise substantial doubt about the Company’s ability 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.

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

Revenue Recognition

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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

Accounting for Stock-Based Compensation

Software Development Costs

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Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2024 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

Revenues

Our revenues for the three months ended March 31, 2024 of $468,946 were down $42,426 from revenues of $511,372 for the three months ended March 31, 2023. The primary reason for the decrease in revenues year over year was due to a reduction in demand for some product types. We are continuing to make improvements in our products and have expectations for continued growth in our Munzee and Eventzee apps, and we expect to see increased demand going forward.

Cost of Sales

Cost of sales increased $1,477 to $106,265 for the three months ended March 31, 2024 from $104,788 for the three months ended March 31, 2023. The increase was a mainly a result of an increase in physical product costs (inventory of physical products) offset by a decrease in server and supporting software product costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $126,944 to $569,813 for the three months ended March 31, 2024 from $442,869 for the three months ended March 31, 2023. The increase is primarily due to an increase in amortization, accounting, insurance, salary and contractor expenses, offset by a decrease in marketing, travel and tax expenses.

Other Income (Expense)

Total other expense for the three months ended March 31, 2024 of $10,966 was $590 lower than other expense of $11,556 for the three months ended March 31, 2023. Other income (expense) remained relatively stable.

Net Income

As a result of the above, we reported a net loss of $218,098 and $47,841 for the three months ended March 31, 2024 and March 31, 2023, respectively.

Liquidity and Capital Resources

Introduction

As of March 31, 2024, we had current assets of $240,348, including cash of $201,609, and current liabilities of $1,033,922, resulting in a working capital deficit of $793,574. In addition, we had a total stockholders’ deficit of $440,964 at March 31, 2024.

During the three months ended March 31, 2024, we used net cash of $181,753. Management believes that by continuing to implement cost reductions, and by increasing revenue from updated product lines, operating cash flows will be sufficient to support our business plan. However, 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 $179,139 from operating activities for the three months ended March 31, 2024. A net loss of $218,098 with increases in accounts receivable of $3,236 and decreases in accrued expenses of $4,873 were partially offset by $34,816 of non-cash expenses, a decrease of $4,903 of prepaid expenses and increases in accounts payable of $1,993 and other liabilities of $5,356.

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By comparison, we used net cash of $12,892 from operating activities for the three months ended March 31, 2023. A net loss of $47,841 and increases in accounts receivable of $183 were partially offset by $11,697 of non-cash expenses, a decrease of $5,598 of prepaid expenses and increases in liabilities of $17,836.

We used $0 and $60,985 for capitalized software development costs the three months ended March 31, 2024 and 2023; respectively.

Financing activities used $2,614 and $2,542 for auto loan payments for the three months ended March 31, 2024 and 2023, respectively.

Notes Payable – Related Party

As of March 31, 2024, 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, 2024. 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, 2024, our disclosure controls and procedures were not 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

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

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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(13)		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.

101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH**		Inline XBRL Taxonomy Extension Schema Document

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document

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*	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.

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(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

(13)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2020.

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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, 2024	By:	/s/ Craig Holland
		Craig Holland
	Its:	Chief Executive Officer (Principal Executive Officer)

Freeze Tag, Inc. 10-Q