Freeze Tag, Inc 10-Q for FY2022 Q3
Freeze Tag, Inc. (FRZT)
About this 10-Q
Freeze Tag, Inc filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $556.45K
- up 7.6% from $517.16K a year earlier
- Net income
- $35.12K
- up 31.2% from net income of $26.76K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
For the transition period from _______________ to _______________.
Commission file number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code (
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.
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).
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 | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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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
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 November 14, 2022, there were
FREEZE TAG, INC.
TABLE OF CONTENTS
QUARTER ENDED SEPTEMBER 30, 2022
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Item 1. | Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 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 September 30, 2022 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, 2021 filed with the Securities and Exchange Commission on March 31, 2022.
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| Table of Contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
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| September 30, 2022 |
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| December 31, 2021 |
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ASSETS |
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Current assets: |
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Cash |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Other assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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Accrued expenses |
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Unearned royalties |
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Notes payable – related party, current portion |
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Notes payable, current portion |
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Total current liabilities |
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Notes payable, net of current portion |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ deficit: |
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Preferred stock, $ |
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Series B; |
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Series C; |
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Common stock; $ |
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Additional paid-in capital |
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Common stock payable |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
| $ |
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| $ |
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The accompanying notes are an integral part of the condensed consolidated financial statements
| 4 |
| Table of Contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
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| 2022 |
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| 2021 |
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| 2021 |
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Revenues |
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Operating costs and expenses: |
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Cost of sales |
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Selling, general and administrative expenses |
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Total operating costs and expenses |
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Income (loss) from operations |
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Other income (expense): |
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Gain on debt extinguishment |
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Interest expense, net |
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Total other income (expense) |
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Net income |
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Weighted average number of common shares outstanding - basic |
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Weighted average number of common shares outstanding - diluted |
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Income per common share – basic and diluted |
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The accompanying notes are an integral part of the condensed consolidated financial statements
| 5 |
| Table of Contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
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| Series A Preferred Stock |
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| Series B Preferred Stock |
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| Series C Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Common Stock |
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| Common Stock Subscription |
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| Receivable |
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| Total |
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Balance, December 31, 2021 |
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| $ |
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| $ |
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Imputed interest on related party debt |
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| - |
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Net loss |
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Balance, March 31, 2022 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) | ||||||||||
Imputed interest on related party debt |
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| - |
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| - |
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| - |
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| - |
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Net income |
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| - |
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Balance, June 30, 2022 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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Imputed interest on related party debt |
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| - |
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| - |
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| - |
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| - |
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Net income |
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| - |
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| - |
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| - |
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| - |
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Balance, September 30, 2022 |
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| - |
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| $ |
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| $ |
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| $ |
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| $ |
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Balance, December 31, 2020 |
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Imputed interest on related party debt |
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| - |
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| - |
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| - |
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| - |
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Stock-based compensation |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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Balance, March 31, 2021 |
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| $ |
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| $ |
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| $ |
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Imputed interest on related party debt |
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| - |
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| - |
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| - |
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| - |
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Stock-based compensation |
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| - |
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| - |
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| - |
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| - |
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Net income |
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| - |
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| - |
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| - |
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| - |
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Balance, June 30, 2021 |
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| - |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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Imputed interest on related party debt |
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| - |
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| - |
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| - |
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| - |
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Stock-based compensation |
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| - |
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| - |
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| - |
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| - |
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Net income |
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| - |
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| - |
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| - |
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| - |
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Balance, September 30, 2021 |
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| - |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements
| 6 |
| Table of Contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Nine Months Ended September 30, |
| |||||
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| 2022 |
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| 2021 |
| ||
Cash flows from operating activities: |
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Net income |
| $ |
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| $ |
| ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Imputed interest expense |
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Stock-based compensation |
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Forgiveness of debt |
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| ( | ) |
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| ( | ) |
Changes in operating assets and liabilities: |
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Accounts receivable |
|
| ( | ) |
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| ( | ) |
Prepaid expenses and other current assets |
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| ( | ) |
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| ( | ) |
Accounts payable |
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| ( | ) | |
Accrued expenses |
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Other |
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| ( | ) |
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| ( | ) |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capitalized software costs |
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| ( | ) |
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| ( | ) |
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Net cash used by investing activities |
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Cash flows from financing activities: |
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Proceeds from notes payable |
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Payments on notes payable |
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| ( | ) |
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| ( | ) |
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Net cash (used) provided by financing activities |
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| ( | ) |
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Net (decrease) increase in cash |
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Cash at the beginning of the period |
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Cash at the end of the period |
| $ |
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| $ |
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Supplemental disclosure: |
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Cash paid for income taxes |
| $ |
|
| $ |
| ||
Cash paid for interest expense |
| $ |
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| $ |
| ||
The accompanying notes are an integral part of the condensed consolidated financial statements
| 7 |
| Table of Contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
Notes to Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2022
(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 |
| Table of Contents |
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 |
| |
Computer equipment |
| |
Office furniture and equipment |
|
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
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.
The Company had stock-based compensation expense recognized in its statements of operations of $
| 9 |
| Table of Contents |
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 September 30, 2022, 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. For the nine months ended September 30, 2022, the diluted weighted average number of shares is
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 September 30, 2022 and December 31, 2021.
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 nine months ended September 30, 2022 or 2021.
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.
At September 30, 2022 and 2021, the Company had $
| 10 |
| Table of Contents |
Recent Accounting Pronouncements
Although there were new accounting pronouncements issued or proposed by the FASB during the nine months ended September 30, 2022 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 net income of $
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:
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Vehicle |
| $ |
|
| $ |
| ||
Computer equipment |
|
|
|
|
|
| ||
Office furniture and equipment |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net |
| $ |
|
| $ |
| ||
Depreciation expense was $
| 11 |
| Table of Contents |
NOTE 5 – INTANGIBLE ASSETS
Intangible assets consisted of the following at:
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||
|
|
|
|
|
|
| ||
Intellectual property |
| $ |
|
| $ |
| ||
Customer base |
|
|
|
|
|
| ||
Non-compete agreements |
|
|
|
|
|
| ||
Less accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
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Net |
| $ |
|
| $ |
| ||
Amortization expense was $
NOTE 6 – NOTES PAYABLE
Notes payable consisted of the following at September 30, 2022 and December 31, 2021:
|
| September 30, 2022 |
|
| December 31, 2021 |
| ||
Related Party: |
|
|
|
|
|
| ||
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2022 |
| $ |
|
| $ |
| ||
Convertible note payable to Craig Holland, non- interest bearing, maturing on December 31, 2022 |
|
|
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| ||
Convertible note payable to Mick Donahoo, non- Interest bearing, maturing on December 31, 2022 |
|
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Other: |
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Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025 |
|
|
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|
| ||
Paycheck Protection Program loan, payable to financial institution, 1% interest, principal and interest deferred six months, payments starting in December, 2021, due in 2026 |
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Small Business Loan, payable to financial institution, 3.75% interest, payments starting in June 2021, due in 2050 |
|
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Total notes payable |
| $ |
|
| $ |
| ||
Less current portion |
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Notes payable, net of current portion |
| $ |
|
| $ |
| ||
On April 30, 2020, the Company received a U.S. Small Business Administration Loan under the Paycheck Protection Program (PPP Loan) primarily for payroll costs related to the COVID-19 crisis in the amount of $
| 12 |
| Table of Contents |
On January 25, 2021, the Company received an additional PPP Loan in the amount of $1
On May 18, 2020, the Company received an additional U.S. Small Business Administration Loan (SBA Loan) in the amount of $
The Company had a note payable to Craig Holland, its Chief Executive Officer, with a balance of $
The Company has imputed interest expense on the notes payable – related party using an annual rate of
Future maturities of notes payable as of September 30, 2022 are as follows:
December 31, |
| Amount |
| |
2022 |
| $ |
| |
2023 |
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|
| |
2024 |
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2025 |
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2026 |
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Thereafter |
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Notes Payable |
| $ |
| |
NOTE 7 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue up to
There was no common stock activity during the nine months ended September 30, 2022 and 2021.
Preferred Stock
The Company is authorized to issue up to
Series B Preferred Stock
The Company’s Series B preferred stock has
| 13 |
| Table of Contents |
There was no Series B preferred stock activity during the nine months ended September 30, 2022 and 2021.
Series C Preferred Stock
The Company’s Series C Preferred Stock has
There was no Series C preferred stock activity during the nine months ended September 30, 2022 and 2021.
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
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 September 30, 2022 and 2021, there were zero 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 $
A summary of the status of the stock options issued by the Company under both plans as of September 30, 2022, and changes during nine months then ended is presented below:
|
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| Weighted Average |
| ||
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| Shares |
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| Exercise Price |
| ||
|
|
|
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Outstanding, December 31, 2021 |
|
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| $ |
| ||
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Granted |
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| - |
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Canceled / Expired |
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| - |
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Exercised |
|
| - |
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Outstanding, September 30, 2022 |
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| $ |
| ||
The outstanding options expire on various dates beginning in 2027 through 2029.
NOTE 8 – 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.
| 14 |
| Table of Contents |
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 nine months ended September 30, 2022 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, 2021, 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, 2021, 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.
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, and Eventzee, an app that allows individuals, businesses, and other community organizations to build custom scavenger hunts.
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.
| 15 |
| Table of Contents |
We are closely monitoring the coronavirus pandemic and the directives from federal and local authorities regarding not only our workforce, but how it impacts both the companies we work with for the development of our games and apps, and our users. We believe these social distancing and “stay-at-home” regulations may negatively impact our users and their ability to play our geolocation games for the foreseeable future. The extent and duration of this impact is difficult to predict at this time.
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. Throughout 2022, we plan to continue to explore opportunities to incorporate geofencing into our applications, and then, when the time is right, we will examine opportunities to introduce advertising opportunities to Freeze Tag clients and customers.
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 condensed consolidated financial statements, the Company recognized net income of $156,968 and provided net cash of $110,375 from operations for the nine months ended September 30, 2022. As of September 30, 2022, the Company had a working capital deficit of $282,290 and a total stockholders’ deficit of $118,429. 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.
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
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.
| 16 |
| Table of Contents |
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 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.
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. 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.
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.
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Recent Accounting Pronouncements
Although there were new accounting pronouncements issued or proposed by the FASB during the nine months ended September 30, 2022 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 September 30, 2022 of $556,447 were up $39,289 from revenues of $517,158 for the three months ended September 30, 2021. Revenues for the nine months ended September 30, 2022 of $1,565,102 were down $11,724 from revenues of $1,576,826 for the nine months ended September 30, 2021. The primary reason for the decrease in revenues year over year was due to a reduction in demand for some product types. During the second half of the year, we are taking steps to alter our product line accordingly, and we expect to see increased demand going forward, as was evidenced in Q3.
Cost of Sales
Cost of sales increased $23,684 to $99,812 for the three months ended September 30, 2022 from $76,128 for the three months ended September 30, 2022. Cost of sales for the nine months ended September 30, 2022 of $274,228 were up $71,974 from cost of sales of $202,254 for the nine months ended September 30, 2021. The increase was a mainly a result of increased physical product costs (inventory of physical products) and server and supporting software product costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $7,753 to $409,714 for the three months ended September 30, 2022 from $401,961 for the three months ended September 30, 2021. The increase is primarily due to an increase in marketing, salary, commercial insurance and travel expenses, offset by a decrease in rent, general office, and postage expenses. Selling, general and administrative expenses for the nine months ended September 30, 2022 of $1,274,784 were down $15,748 from $1,290,532 for the nine months ended September 30, 2021. The decrease is primarily due to a decrease in rent, general office, and outside contractor expenses, offset by an increase in marketing, salary and travel expenses .
Other Income (Expense)
Total other income (expense) for the three months ended September 30, 2022 of ($11,803) was $508 lower than other income (expense) of ($12,311) for the three months ended September 30, 2021. Total other income (expense) for the nine months ended September 30, 2022 of $140,878 was up $2,979 from $137,899 for the nine months ended September 30, 2021. The change is primarily driven by the forgiveness of accrued interest related to our second Paycheck Protection Program (PPP) loan which was forgiven in 2022. Interest expense and other income (expense) remained relatively stable.
Net Income
As a result of the above, we reported net income of $35,118 and $156,968 for the three and nine months ended September 30, 2022 compared to net income of $26,758 and $221,939 for the three and nine months ended September 30, 2021.
Liquidity and Capital Resources
Introduction
As of September 30, 2022, we had current assets of $772,251, including cash of $743,577, and current liabilities of $1,054,541, resulting in a working capital deficit of $282,290. In addition, we had a total stockholders’ deficit of $118,429 at September 30, 2022.
During the nine months ended September 30, 2022, we used net cash of $9,249. 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 provided net cash of $110,375 from operating activities for the nine months ended September 30, 2022. Net income of $156,968, non-cash expenses of $103,981, and increases of our accounts payable of $21,230 and accrued expenses of $8,520 were partially offset by loan forgiveness of $176,441, increases in accounts receivable of $2,263 and increases in other, net of $1,530.
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By comparison, we provided net cash of $191,120 from operating activities for the nine months ended September 30, 2021. Net income of $221,939, an increase in accrued expenses of $19,750 and non-cash expenses of $136,822 were partially offset by loan forgiveness of $174,420, an increase in accounts receivable and prepaid and other assets of $4,966 and a decrease in accounts payable and other liabilities of $8,005.
We used $112,165 and $136,474 for capitalized software development costs the nine months ended September 30, 2022 and 2021; respectively.
Financing activities used $7,459 for loan payments for the nine months ended September 30, 2022. For the nine months ended September 30, 2021, financing activities provided net cash of $167,180, primarily driven by a new PPP loan to alleviate the impact of the COVID-19 crisis, partially offset by $7,241 of payments related to auto financing.
Notes Payable – Related Party
As of September 30, 2022, 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, 2022. 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 nine month period ended September 30, 2022, 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
There is no information required to be disclosed by this Item.
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ITEM 6 Exhibits
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101.DEF** |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
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** | 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. |
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(2) | Incorporated by reference from Current Report on Form 8-K filed with the Commission on February 4, 2014. |
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(3) | Incorporated by reference from Definitive Information Statement on Schedule 14-C filed with the Commission on December 31, 2013. |
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(4) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2014. |
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(5) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015. |
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(6) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 16, 2015. |
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(7) | Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 30, 2016. |
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(8) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 14, 2016. |
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(9) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016. |
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(10) | Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 31, 2017. |
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(11) | Incorporated by reference from Current Report on Form 8-K filed with the Commission on July 31, 2017. |
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(12) | Incorporated by reference from Current Report on Form 8-K filed with the Commission on April 11, 2018 |
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(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. |
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Dated: November 14, 2022 | By: | /s/ Craig Holland |
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| Craig Holland |
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| Its: | Chief Executive Officer (Principal Executive Officer) |
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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.; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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): |
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| (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 |
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| (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: November 14, 2022 | By: | /s/ Craig Holland |
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| Chief Executive Officer (Principal Executive Officer) |
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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.; |
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| 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; |
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| 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; |
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| 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: |
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| (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; |
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| (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; |
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| (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 |
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| (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): |
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| (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 |
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| (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: November 14, 2022 | By: | /s/ Mick Donahoo |
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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 September 30, 2022, 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: November 14, 2022 | By: | /s/ Craig Holland |
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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.
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 September 30, 2022, 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: November 14, 2022 | By: | /s/ Mick Donahoo |
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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.