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:
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(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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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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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 August 14, 2025, there were
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FREEZE TAG, INC.
TABLE OF CONTENTS
QUARTER ENDED JUNE 30, 2025
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4 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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16 |
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20 |
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20 |
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22 |
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| 2 |
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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 June 30, 2025 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, 2024 filed with the Securities and Exchange Commission on March 31, 2025.
| 3 |
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| Table of contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, 2025 |
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December 31, 2024 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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$ |
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$ |
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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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Capitalized software, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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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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(
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) |
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(
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) |
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Total stockholders’ deficit |
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(
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) |
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(
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) |
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Total liabilities and stockholders’ deficit |
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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
| 4 |
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| Table of contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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$ |
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$ |
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$ |
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$ |
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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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Loss from operations |
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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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Other income (expense): |
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Interest expense, net |
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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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Other income |
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Total other expense |
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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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Net loss |
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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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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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$ |
(
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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
| 5 |
|
|
| Table of contents |
FREEZE TAG, INC.
(A DELAWARE CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
|
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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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Retained Earnings |
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|||||||||||||||||||
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Payable |
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(Deficit) |
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Total |
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||||||||||
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Balance, December 31, 2024 |
|
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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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Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
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|
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|
|
|
|
|
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|
(
|
) |
|
|
(
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) |
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Balance, March 31, 2025 |
|
|
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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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|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
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|
|
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|
|
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Balance, June 30, 2025 |
|
|
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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, 2023 |
|
|
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|
$ |
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|
|
|
|
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|
$ |
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|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Imputed interest on related party debt |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
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|
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|
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|
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Balance, March 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
|
Imputed interest on related party debt |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
) |
|
|
(
|
) |
|
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|
Balance, June 30, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(
|
) |
|
$ |
(
|
) |
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)
|
|
|
Six Months Ended June 30, |
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2025 |
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2024 |
|
||
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Cash flows from operating activities: |
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||
|
Net loss |
|
$ |
(
|
) |
|
$ |
(
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) |
|
Adjustments to reconcile net income to net cash (used) provided by operating activities: |
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Depreciation and amortization |
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Imputed interest expense |
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Impairment loss |
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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 |
|
|
(
|
) |
|
|
|
|
|
Other assets |
|
|
(
|
) |
|
|
(
|
) |
|
Accounts payable |
|
|
(
|
) |
|
|
(
|
) |
|
Accrued expenses |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
(
|
) |
|
|
|
|
|
|
|
|
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|
|
Net used by operating activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
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|
Cash flows from investing activities: |
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Capitalized software costs |
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|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Payments on notes payable |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(
|
) |
|
|
(
|
) |
|
Cash at the beginning of the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at the end of the period |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure: |
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
|
|
|
$ |
|
|
|
Cash paid for interest expense |
|
$ |
|
|
|
$ |
|
|
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
Six Months Ended June 30, 2025
(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. In October 2024, the Company began shutting down Space Coast Geo Store, LLC. Effective December 31, 2024, there are no longer any employees paid through the LLC, and the Company has completely closed down the business operations of the LLC as of April 30, 2025.
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. |
| 8 |
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| 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.
| 9 |
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| Table of contents |
The Company had no stock-based compensation expense recognized in its statements of operations for the six months ended June 30, 2025 and 2024.
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 six months ended June 30, 2025 and 2024, 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 June 30, 2025 and December 31, 2024.
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 six months ended June 30, 2025 or 2024.
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.
| 10 |
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| Table of contents |
At June 30, 2025 and December 31, 2024, the Company had $
Recent Accounting Pronouncements
Although there were new accounting pronouncements issued or proposed by the FASB during the six months ended June 30, 2025 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 $
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 – SEGMENTS
The Company operates through a single reporting segment, with an investment strategy to generate current income and, to a lesser extent, operating cash flow. The Chief Operating Decision Maker (CODM), who are the Company’s chief executive officer and chief financial officer, are responsible for assessing performance and allocating resources on behalf of the Company. The CODM assesses performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net income from operations. In addition to various other factors and metrics, the CODM utilizes cash from (used by) operating activities as a key metric in implementing strategic decisions and in evaluating the Company’s budget and planning. As the Company operates as a single reporting segment, the segment assets are reflected on the accompanying consolidated statement of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.
| 11 |
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| Table of contents |
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
|
|
|
J une 30, 2025 |
|
|
December 31, 2024 |
|
||
|
|
|
|
|
|
|
|
||
|
Computer equipment |
|
$ |
|
|
|
$ |
|
|
|
Office furniture and equipment |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
(
|
) |
|
|
(
|
) |
|
|
|
|
|
|
|
|
|
|
|
Net |
|
$ |
|
|
|
$ |
|
|
Depreciation expense was $
NOTE 6 – CAPITALIZED SOFTWARE COSTS
Our capitalized software costs are summarized as follows:
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
|
Gross carrying amount |
|
$ |
|
|
|
$ |
|
|
|
Accumulated amortization |
|
|
(
|
) |
|
|
(
|
) |
|
Net capitalized software costs |
|
$ |
|
|
|
$ |
|
|
Amortization expense related to capitalized software costs was $
The following table presents the remaining estimated amortization of capitalized software costs as of June 30, 2025:
|
FY25 |
|
$ |
|
|
|
FY26 |
|
$ |
|
|
|
FY27 |
|
$ |
|
|
|
FY28 |
|
$ |
|
|
|
FY29 |
|
$ |
|
|
|
Thereafter |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
| 12 |
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| Table of contents |
NOTE 7 – NOTES PAYABLE
Notes payable consisted of the following:
|
|
|
J une 30, 2025 |
|
|
December 31, 2024 |
|
||
|
Related Party : |
|
|
|
|
|
|
||
|
Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2025 |
|
$ |
|
|
|
$ |
|
|
|
Convertible note payable to Craig Holland, non- interest bearing, maturing on December 31, 2025 |
|
|
|
|
|
|
|
|
|
Convertible note payable to Mick Donahoo, non- Interest bearing, maturing on December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other : |
|
|
|
|
|
|
|
|
|
Small Business Loan, payable to financial institution, 3.75% interest, payments of $731, due in 2050 |
|
|
|
|
|
|
|
|
|
Merchant loan, repayment rate of 17% of daily sales, due April 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable |
|
$ |
|
|
|
$ |
|
|
|
Less current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable, net of current portion |
|
$ |
|
|
|
$ |
|
|
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 former 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 June 30, 2025 are as follows:
|
December 31, |
|
Amount |
|
|
|
2025 |
|
$ |
|
|
|
2026 |
|
|
|
|
|
2027 |
|
|
|
|
|
2028 |
|
|
|
|
|
2029 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Notes Payable |
|
$ |
|
|
| 13 |
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|
| Table of contents |
NOTE 8 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue up to
As of June 30, 2025 and 2024, the Company had common stock payable of $
Preferred Stock
The Company is authorized to issue up to
Series B Preferred Stock
The Company’s Series B preferred stock has
There was no Series B preferred stock activity during the six months ended June 30, 2025 and June 30, 2024.
Series C Preferred Stock
The Company’s Series C Preferred Stock has
There was no Series C preferred stock activity during the six months ended June 30, 2025 and June 30, 2024.
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 June 30, 2025 and 2024, 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
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 $
| 14 |
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|
| Table of contents |
A summary of the status of the stock options issued by the Company under both plans as of June 30, 2025, and changes during six months then ended is presented below:
|
|
|
|
|
|
Weighted Average |
|
||
|
|
|
Shares |
|
|
Exercise Price |
|
||
|
|
|
|
|
|
|
|
||
|
Outstanding, December 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
- |
|
|
|
|
|
|
Canceled / Expired |
|
|
- |
|
|
|
|
|
|
Exercised |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2025 |
|
|
|
|
|
$ |
|
|
All outstanding options are exercisable.
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:
Due to the significant increase in costs related to being a public company, as well as our historical losses, our management has been exploring options related to our business. These options include, but are not limited to, selling our current business and trying to find another business, either within or outside of our current segment, to take over the public corporation.
| 15 |
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|
| 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 six months ended June 30, 2025 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, 2024, 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.
| 16 |
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|
| Table of contents |
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.
In the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, began selling merchandise to the geocaching industry. In October 2024, the Company began shutting down Space Coast Geo Store, LLC. Effective December 31, 2024, there are no longer any employees paid through the LLC, and the Company has completely closed down the business operations of the LLC as of April 30, 2025.
Due to the significant increase in costs related to being a public company, as well as our historical losses, our management has been exploring options related to our business. These options include, but are not limited to, selling our current business and trying to find another business, either within or outside of our current segment, to take over the public corporation.
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 $138,877 and used net cash of $65,709 in operations for the six months ended June 30, 2025. As of June 30, 2025, the Company had a working capital deficit of $948,407 and a total stockholders’ deficit of $806,894. 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.
| 17 |
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|
| 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.
| 18 |
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Recent Accounting Pronouncements
Although there were new accounting pronouncements issued or proposed by the FASB during the six months ended June 30, 2025 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 six months ended June 30, 2025 of $844,237 were down $137,285 from revenues of $981,522 for the six months ended June 30, 2024. 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 decreased $15,989 to $201,192 for the six months ended June 30, 2025 from $217,181 for the six months ended June 30, 2024. The decrease was mainly a result of a decrease in server and supporting software product costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $291,807 to $767,087 for the six months ended June 30, 2025 from $1,058,894 for the six months ended June 30, 2024. The decrease is primarily due to a decrease in travel, employee salaries due to headcount reduction, and external contractor expenses.
Other Income (Expense)
Total other expense, net for the six months ended June 30, 2025 of $14,835 was $7,078 lower than other expense of $21,913 for the six months ended June 30, 2024. Higher interest expense was mostly offset by other income of $7,627 received during the six months ended June 30, 2025.
Net Income
As a result of the above, we reported a net loss of $138,877 and $316,466 for the six months ended June 30, 2025 and June 30, 2024, respectively.
Liquidity and Capital Resources
Introduction
As of June 30, 2025, we had current assets of $82,630, including cash of $40,654, and current liabilities of $1,031,037, resulting in a working capital deficit of $948,407. In addition, we had a total stockholders’ deficit of $806,894 at June 30, 2025.
During the six months ended June 30, 2025, we used net cash of $175,936. 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 $65,709 from operating activities for the six months ended June 30, 2025. A net loss of $138,877 with decreases in prepaid expenses and other assets of $4,078 were partially offset by $67,221 of non-cash expenses, an increase of $641 of accounts receivable, a decrease in accounts payable of $3,530 and an increase in accrued expenses of $13,664.
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By comparison, we used net cash of $254,366 from operating activities for the six months ended June 30, 2024. A net loss of $316,466 and increases in accounts receivable of $2,637 and decreases in accounts payable of $14,749 were partially offset by $69,633 of non-cash expenses, decreases in prepaids of $4,895 and increases in accrued liabilities of $6,075.
We used no cash for investing activities for the six months ended June 30, 2025 and 2024.
Financing activities used $110,227 and $5,246 for loan payments for the six months ended June 30, 2025 and 2024, respectively.
Notes Payable – Related Party
As of June 30, 2025, our related party debt was comprised of notes payable totaling $379,825 to Craig Holland, our former Chief Executive Officer, and Mick Donahoo, our former Chief Financial Officer. These notes are non-interest bearing and mature on December 31, 2025. 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 six month period ended June 30, 2025, 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
As previously disclosed in the Company’s Current Report on Form 8-K filed on July 28, 2025, Craig Holland and Mick Donahoo resigned from their respective positions as Chief Executive Officer and Chief Financial Officer and as members of the Company’s Board of Directors effective July 22, 2025.
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ITEM 6 Exhibits
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101.DEF** |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB** |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE** |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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Cover Page Interactive Data File (embedded within the inline XBRL document). |
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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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Incorporated by reference from Current Report on Form 8-K filed with the Commission on February 4, 2014. |
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Incorporated by reference from Definitive Information Statement on Schedule 14-C filed with the Commission on December 31, 2013. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2014. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 16, 2015. |
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Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 30, 2016. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 14, 2016. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016. |
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Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 31, 2017. |
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Incorporated by reference from Current Report on Form 8-K filed with the Commission on July 31, 2017. |
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Incorporated by reference from Current Report on Form 8-K filed with the Commission on April 11, 2018 |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2020. |
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Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2024. |
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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.
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Freeze Tag, Inc. |
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Dated: August 15, 2025 |
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/s/ Robert Vardeman, Jr. |
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Robert Vardeman, Jr. |
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Its: |
President and Director (Principal Executive Officer) |
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