x
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
20-4532392
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
228 W. Main Street, 2nd Floor
Tustin, California
|
92780
|
|
(Address of principal executive offices) | (Zip Code) |
Title of each class
|
Name of each exchange on which registered
|
|
None
|
None
|
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
ITEM 1 – BUSINESS
|
2 | |||
ITEM 1A – RISK FACTORS
|
11 | |||
ITEM 1B – UNRESOLVED STAFF COMMENTS
|
18 | |||
ITEM 2 ‑ PROPERTIES
|
18 | |||
ITEM 3 ‑ LEGAL PROCEEDINGS
|
18 | |||
ITEM 4 – MINE SAFETY DISCLOSURES
|
18 | |||
PART II
|
||||
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
19 | |||
ITEM 6 – SELECTED FINANCIAL DATA
|
21 | |||
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
22 | |||
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
33 | |||
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
F-1 | |||
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
34 | |||
ITEM 9A – CONTROLS AND PROCEDURES
|
34 | |||
ITEM 9B – OTHER INFORMATION
|
37 | |||
PART III
|
||||
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNACE
|
37 | |||
ITEM 11 – EXECUTIVE COMPENSATION
|
39 | |||
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
41 | |||
ITEM 13 ‑ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
42 | |||
ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES
|
42 | |||
PART IV
|
||||
ITEM 15 ‑ EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
43 |
1.
|
Create High Quality Products (including art and sound assets). Benefit: Provides high value to distribution partners and consumers, resulting in increased downloads and purchases.
|
2.
|
Maintain Flexible Engineering Tools and Processes. Benefit: Decreases time-to-market delivery of products.
|
3.
|
Minimize Risk by doing the following: 1) selecting proven genres, 2) keeping development costs low, and 3) modifying designs “on the fly” based on consumer feedback. Benefit: Increases the number of games released per year and decreases reliance on any one title’s success, ultimately improving return on investment for each game.
|
·
|
the global market for casual games was $2.25 billion in 2007, and is expected to grow 20% per year in established markets;
|
·
|
an estimated 200 million people are playing casual games over the Internet each month in 2007;
|
·
|
in 2007, 49% of casual game players were men, and 51% were women. However, in that year, women accounted for 74% of paying casual game players.
|
·
|
in 2007, casual game players who paid for a subscription averaged 7 to 15 hours of playing per week. The heaviest times were right after dinner from 7pm – 9pm, and during lunch hours from 11am – 2pm.
|
·
|
in 2007, the average play time was short, from five minutes to 20 minutes – though it was common for people to play one game after another for many hours.
|
·
|
develop and expand their product offerings more rapidly;
|
·
|
adapt to new or emerging changes in customer requirements more quickly;
|
·
|
take advantage of acquisition and other opportunities more readily; and
|
·
|
devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.
|
·
|
key developers who work for us may choose to work for or be acquired by our competitors;
|
·
|
developers currently under contract may try to renegotiate our agreements with them on terms less favorable to us; and
|
·
|
our developers may be unable or unwilling to allocate sufficient resources to complete our applications on a timely or satisfactory basis or at all.
|
|
·
|
we could lose strategic relationships if our strategic partners are acquired by or enter into relationships with a competitor (which could cause us to lose access to distribution, content, technology and other resources);
|
|
·
|
we could lose customers if competitors or users of competing technologies consolidate with our current or potential customers; and
|
|
·
|
our current competitors could become stronger, or new competitors could form, from consolidations.
|
|
·
|
Our applications for trademarks and copyrights relating to our business may not be granted and, if granted, may be challenged or invalidated;
|
|
·
|
Issued trademarks and registered copyrights may not provide us with any competitive advantages;
|
|
·
|
Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology;
|
|
·
|
Our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop; or
|
|
·
|
Another party may obtain a blocking patent and we would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service in our products.
|
Bid Prices
|
||||||||||
Fiscal Year
Ended
December 31,
|
Period
|
High
|
Low
|
|||||||
2010
|
First Quarter
|
N/A | N/A | |||||||
Second Quarter
|
N/A | N/A | ||||||||
Third Quarter
|
N/A | N/A | ||||||||
Fourth Quarter
|
N/A | N/A | ||||||||
2011
|
First Quarter
|
$ | 0 | $ | 0 | |||||
Second Quarter
|
$ | 0.35 | $ | 0.35 | ||||||
Third Quarter
|
$ | 0.35 | $ | 0.14 | ||||||
Fourth Quarter
|
$ | 0.14 | $ | 0.03 |
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
(a)
|
(b)
|
(c)
|
|
Equity compensation plans approved by security holders
|
560,000
|
0.10
|
952,650
|
Equity compensation plans not approved by security holders
|
- 0 -
|
- 0 -
|
- 0 -
|
Total
|
560,000
|
0.10
|
952,650
|
·
|
Level one — Quoted market prices in active markets for identical assets or liabilities;
|
·
|
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
|
·
|
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
%Change
|
||||||||||
Revenue
|
$ | 732,591 | $ | 643,518 | 14 | % | ||||||
Costs and expenses:
|
||||||||||||
Cost of sales – product development
|
276,320 | 231,799 | 19 | % | ||||||||
Cost of sales – development services
|
- | 141,144 | N/A | |||||||||
Cost of sales – licensing
|
96,344 | 84,952 | 13 | % | ||||||||
General and administrative
|
505,775 | 327,848 | 54 | % | ||||||||
Sales and marketing
|
11,930 | 8,258 | 44 | % | ||||||||
Amortization and Depreciation
|
50,928 | 284 | N/A | |||||||||
Total expenses
|
941,297 | 794,285 | 19 | % | ||||||||
Operating loss
|
(208,706 | ) | (150,767 | ) | 38 | % | ||||||
Interest income/expense, net
|
18,551 | 10,428 | 78 | % | ||||||||
Income tax expense
|
2,926 | 1,000 | 192 | % | ||||||||
Net loss
|
$ | (230,183 | ) | $ | (162,195 | ) | 42 | % |
December 31, 2011
|
December 31, 2010
|
Change
|
||||||||||
Cash
|
$ | 26,588 | $ | 107,369 | $ | 80,781 | ||||||
Total Current Assets
|
305,587 | 478,972 | 173,385 | |||||||||
Total Assets
|
983,658 | 775,224 | 208,434 | |||||||||
Total Current Liabilities
|
1,092,398 | 845,198 | 247,200 | |||||||||
Total Liabilities
|
$ | 1,099,697 | $ | 895,198 | $ | 204,499 |
|
2012 (1)
|
2013
|
2014
|
2015
|
2016
|
Total
|
||||||||||||||||||
Debt obligations
|
$
|
293,330
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
293,330
|
||||||||||||
Capital leases
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Operating leases
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
$
|
293,330
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
293,330
|
/s/ M&K CPAS, PLLC
|
|
www.mkacpas.com
|
|
Houston, Texas
|
|
March 30, 2012
|
December 31,
2011
|
December 31,
2010
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 26,588 | $ | 107,369 | ||||
Cash, Restricted
|
- | 28,839 | ||||||
Accounts Receivable, Net
|
92,042 | 133,429 | ||||||
(Net of Allowance of $9,934 as of December 31, 2011 and December 31, 2010 respectively)
|
||||||||
Capitalized Production Costs, Net
|
171,450 | 185,794 | ||||||
Prepaid Royalties
|
12,046 | 21,088 | ||||||
Prepaid Expenses
|
3,461 | 2,453 | ||||||
Total Current Assets
|
305,587 | 478,972 | ||||||
Fixed Assets, Net
|
4,870 | 2,481 | ||||||
(Net of depreciation of $4,907 and $3,696 as of December 31, 2011 and December 31, 2010, respectively)
|
||||||||
Other Long-term Assets, Net
|
58,320 | 320 | ||||||
(Net of amortization of $29,332 and $17,732 as of December 31, 2011 and December 31, 2010 respectively)
|
||||||||
Capitalized Production Costs, Net
|
614,881
|
293,451 | ||||||
TOTAL ASSETS
|
$ | 983,658 | $ | 775,224 | ||||
LIABILITIES & EQUITY
|
||||||||
Liabilities
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
72,171 | 93,975 | ||||||
Accrued Compensation
|
157,263 | 152,702 | ||||||
Accrued Royalties
|
354,736 | 270,956 | ||||||
Accrued Interest
|
11,603 | 2,580 | ||||||
Accrued Expenses
|
2,878 | 1,833 | ||||||
Current Technology Payable
|
18,000 | - | ||||||
Unearned Royalties
|
275,849 | 229,852 | ||||||
Current Convertible Note Payable, Net
|
69,898 | 18,300 | ||||||
(Net of debt discount of $90,827 and $0 as of December 31, 2011 and December 31, 2010 respectively)
|
||||||||
Current Note Payable - Related Party
|
130,000 | 75,000 | ||||||
Total Current Liabilities
|
1,092,398 | 845,198 | ||||||
Long Term Technology Payable,net
|
7,299 | - | ||||||
Long Term Notes Payable-Related Party
|
- | 50,000 | ||||||
Total Liabilities
|
1,099,697 | 895,198 | ||||||
Equity (Deficit)
|
||||||||
Preferred Stock
|
- | - | ||||||
$.001 par value per share, 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2011 and December 31, 2010
|
||||||||
Common Stock
|
39,276 | 39,039 | ||||||
$.001 par value per share, 100,000,000 shares authorized, 39,275,720 shares issued and outstanding as of December 31, 2011 and December 31, 2010 respectively)
|
||||||||
Additional Paid-In Capital
|
1,037,469 | 832,989 | ||||||
Common Stock Payable
|
29,400 | - | ||||||
Retained Deficit
|
(1,222,184 | ) | (992,002 | ) | ||||
Total Equity (Deficit)
|
(116,039 | ) | (119,974 | ) | ||||
TOTAL LIABILITIES & EQUITY (DEFICIT)
|
$ | 983,658 | $ | 775,224 |
Twelve months ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Revenues
|
$ | 732,591 | $ | 643,518 | ||||
Costs and Expenses:
|
||||||||
Cost of Sales - Product Development
|
276,320 | 231,799 | ||||||
Cost of Sales - Development Services
|
- | 141,144 | ||||||
Cost of Sales - Licensing
|
96,344 | 84,952 | ||||||
General & Administrative
|
505,775 | 327,848 | ||||||
Sales & Marketing
|
11,930 | 8,258 | ||||||
Amortization & Depreciation
|
50,928 | 284 | ||||||
Total Expense
|
941,297 | 794,285 | ||||||
Net Ordinary Income/Loss
|
(208,706 | ) | (150,767 | ) | ||||
Interest Income/(Expense), net
|
(18,551 | ) | (10,428 | ) | ||||
Net Income/Loss before taxes
|
(227,257 | ) | (161,195 | ) | ||||
Income Tax Expense
|
2,926 | 1,000 | ||||||
Net Income/Loss
|
$ | (230,183 | ) | $ | (162,195 | ) | ||
Weighted number of common shares outstanding-basic and fully diluted
|
39,082,041 | 37,369,375 | ||||||
Income/ (Loss) per share-basic and fully diluted
|
$ | (0.01 | ) | $ | (0.00 | ) |
Convertible Preferred Stock
|
Common Stock
|
Common Stock | Additional Paid | Accumulated | ||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Payable
|
In Capital
|
Deficit
|
Total
|
|||||||||||||||||||||||||
Balances as of December 31, 2009
|
32,268,599 | $ | - | 32,268,599 | $ | 32,269 | $ | 601,288 | $ | (829,807 | ) | $ | (196,250 | ) | ||||||||||||||||||
Shares issued for cost of equity offering
|
3,326,121 | $ | - | 3,326,121 | $ | 3,326 | $ | (3,326 | ) | $ | - | $ | - | |||||||||||||||||||
Stock issued for cash
|
3,444,000 | $ | - | 3,444,000 | $ | 3,444 | $ | 340,956 | $ | - | $ | 344,400 | ||||||||||||||||||||
Capitalized cost of equity offering
|
- | $ | - | - | $ | - | $ | (145,914 | ) | $ | - | $ | (145,914 | ) | ||||||||||||||||||
Stock based compensation
|
$ | 39,985 | $ | 39,985 | ||||||||||||||||||||||||||||
Net loss
|
- | $ | - | - | $ | - | $ | - | $ | (162,195 | ) | $ | (162,195 | ) | ||||||||||||||||||
Balances as of December 31, 2010
|
39,038,720 | $ | - | 39,038,720 | $ | 39,039 | $ | 832,989 | $ | (992,002 | ) | $ | (119,974 | ) | ||||||||||||||||||
Capitalized cost of equity offering
|
- | $ | - | - | $ | - | $ | - | $ | (6,364 | ) | $ | - | $ | (6,364 | ) | ||||||||||||||||
Stock based compensation
|
- | $ | - | - | $ | - | $ | - | $ | 16,003 | $ | - | $ | 16,003 | ||||||||||||||||||
Stock issued for Marishco Technology
|
- | $ | - | 12,000 | $ | 12 | $ | 29,400 | $ | 4,188 | $ | - | $ | 33,600 | ||||||||||||||||||
Discount on Technology Payable
|
- | $ | - | - | $ | - | $ | - | $ | 2,834 | $ | - | $ | 2,834 | ||||||||||||||||||
Stock issued for Services
|
- | $ | - | 225,000 | $ | 225 | $ | - | $ | 47,275 | $ | - | $ | 47,500 | ||||||||||||||||||
BCF on Convertible Notes
|
- | $ | - | - | $ | - | $ | - | $ | 140,544 | $ | - | $ | 140,544 | ||||||||||||||||||
Net loss
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | (230,182 | ) | $ | (230,182 | ) | ||||||||||||||||
Balances as of December 31, 2011
|
39,038,720 | $ | - | 39,275,720 | $ | 39,276 | $ | 29,400 | $ | 1,037,469 | $ | (1,222,184 | ) | $ | (116,039 | ) |
FREEZE TAG, INC.
|
(A DELAWARE CORPORATION)
|
STATEMENTS OF CASHFLOWS
|
Year Ended December 31, 2011
|
Year Ended December 31, 2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net Income/(Loss)
|
$ | (230,183 | ) | $ | (162,195 | ) | ||
Adjustments to reconcile net loss to net cash
|
||||||||
provided (used) by operating activities:
|
||||||||
Depreciation expense
|
1,211 | 284 | ||||||
Amortization expense
|
12,732 | - | ||||||
Amortization of capitalized production costs
|
264,721 | 231,167 | ||||||
Amortization on debt discount
|
49,717 | - | ||||||
Stock based compensation
|
16,003 | 39,985 | ||||||
Stock issued for services
|
47,500 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
41,385 | (43,064 | ) | |||||
Capitalized Production Costs
|
(571,809 | ) | (341,285 | ) | ||||
Prepaid Royalties
|
9,042 | 15,178 | ||||||
Prepaid Expenses
|
(1,008 | ) | 79 | |||||
Accounts Payable
|
(21,796 | ) | (21,870 | ) | ||||
Accrued Expenses
|
98,407 | 38,428 | ||||||
Unearned royalties
|
45,997 | 119,274 | ||||||
Net cash provided (used) by operating activities
|
$ | (238,081 | ) | $ | (124,019 | ) | ||
Cash flows from Investing activities:
|
||||||||
Cash used for purchasing fixed assets
|
(12,600 | ) | (2,463 | ) | ||||
Net cash provided (used) by investing activities
|
$ | (12,600 | ) | $ | (2,463 | ) | ||
Cash flows from financing activities:
|
||||||||
Payments for PPM Costs
|
(6,364 | ) | (145,914 | ) | ||||
Borrowings of debt
|
165,725 | 130,000 | ||||||
Repayments of debt
|
(18,300 | ) | (94,700 | ) | ||||
Stock issued in exchange for cash
|
- | 344,400 | ||||||
Net cash provided (used) by financing activities
|
$ | 141,061 | $ | 233,786 | ||||
Net increase (decrease) in cash
|
(109,620 | ) | 107,304 | |||||
Cash at the beginning of the period
|
136,208 | 28,904 | ||||||
Cash at the end of the period
|
$ | 26,588 | $ | 136,208 | ||||
Non-cash transactions
|
||||||||
Prepaid Insurance - Financed
|
$ | - | $ | 562 | ||||
Stock issued for PPM costs
|
$ | - | $ | 3,326 | ||||
Debt Discount
|
$ | 140,544 | ||||||
Intangible assets purchased
|
$ | 69,600 | $ | - | ||||
Debt issued for intangible asset purchase,net
|
$ | 33,166 | $ | - | ||||
Stock issued for subscription payable
|
$ | 33,600 | $ | - |
·
|
Level one — Quoted market prices in active markets for identical assets or liabilities;
|
·
|
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
|
·
|
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
December 31, 2011
|
December 31, 2010
|
|||||||
Capitalized Production Costs
|
1,551,196 | 979,390 | ||||||
Accumulated Production Costs Amortization
|
(764,865 | ) | (500,145 | ) | ||||
Total Capitalized Production Costs, Net
|
$ | 786,331 | $ | 479,245 | ||||
Current
|
171,450 | 185,794 | ||||||
Long Term
|
614,881 | 293,451 |
December 31, 2011
|
December 31, 2010
|
|||||||
Computer Equipment
|
5,347 | 5,347 | ||||||
Communications Equipment
|
830 | 830 | ||||||
Software
|
3,600 | - | ||||||
Accumulated Depreciation
|
(4,907 | ) | (3,696 | ) | ||||
Total Fixed Assets, Net
|
$ | 4,870 | $ | 2,481 |
Accrued Compensation Consists of the following at:
|
||||||||
December 31, 2011
|
December 31, 2010
|
|||||||
Employee Reimbursements owed
|
- | 3,170 | ||||||
Payroll Liabilities
|
- | 392 | ||||||
Accrued Vacation
|
63,663 | 55,540 | ||||||
Accrued Salary
|
93,600 | 93,600 | ||||||
Total Accrued Compensation
|
$ | 157,263 | $ | 152,702 |
Accrued and Unearned Royalties consists of the following at:
|
||||||||
December 31, 2011
|
December 31, 2010
|
|||||||
Accrued Royalties
|
354,736 | 270,956 | ||||||
Unearned Royalties
|
275,849 | 229,852 | ||||||
Total Accrued and Unearned Royalties
|
$ | 630,585 | $ | 500,808 |
Debt consists of the following at:
|
||||||||
December 31, 2011
|
December 31, 2010
|
|||||||
Line of Credit
|
- | 18,300 | ||||||
Notes Payable-Related Party
|
130,000 | 125,000 | ||||||
Notes Payable-Convertible
|
160,725 | - | ||||||
Discounts on Convertible Notes Payable
|
(90,827 | ) | - | |||||
Total Debt, Net of Discounts
|
$ | 199,898 | $ | 143,300 | ||||
Less: Current, Net of Discounts
|
199,898 | 93,300 | ||||||
Long Term, Net of Discounts
|
$ | - | $ | 50,000 |
·
|
The facility changed from a “Commercial Non-Revolving Line-of-Credit” to a “Commercial Term Loan” with the effect being that no further funds would be advanced;
|
·
|
Sunwest Bank released a deposit account which was being used to secure the repayment of the amounts owed under promissory note in exchange for Mr. Craig Holland (a guarantor of the promissory note and owner of the deposit account) agreeing $50,000 of the funds in the deposit account would be used to pay down the amount owed under the promissory note;
|
·
|
As a result of the $50,000 payment, beginning July 31, 2010, the monthly principal payment was reduced from $5,000 to $1,900; and
|
·
|
The date on which the principal and any accrued interest were due under the promissory note, as amended (the Maturity Date), was extended from December 31, 2010 to September 30, 2011.
|
December 31, 2010
|
||||
Risk-free rate of interest
|
1.81 | % | ||
Dividend yield
|
0 | % | ||
Volatility of common stock
|
321.74 | % | ||
Expected term
|
5.3125 years
|
December 31, 2011
|
December 31, 2010
|
|||||||||||||||
Number of Warrants & Options
|
Weighted Average Exercise Price
|
Number of Warrants & Options
|
Weighted Average Exercise Price
|
|||||||||||||
Outstanding at beginning of year
|
560,000 | $ | 0.10 | - | - | |||||||||||
Granted
|
- | - | 560,000 | $ | 0.10 | |||||||||||
Exercised for cash
|
- | - | - | - | ||||||||||||
Exercised for cashless
|
- | - | - | - | ||||||||||||
Expired and cancelled
|
- | - | - | - | ||||||||||||
Outstanding, end of period
|
560,000 | $ | 0.10 | 560,000 | $ | 0.10 |
December 31, 2011
|
December 31, 2010
|
|||||||
Net Income/Loss
|
$ | (230,183 | ) | $ | (162,196 | ) | ||
Weighted number of common shares outstanding - basic
|
39,082,041 | 37,369,375 | ||||||
Loss per share - basic
|
$ | (0.01 | ) | $ | (0.00 | ) | ||
Weighted number of common shares outstanding - fully diluted
|
43,009,541 | 37,369,375 | ||||||
Loss per share - fully diluted
|
$ | (0.01 | ) | $ | (0.00 | ) |
Fair Value Measurements at
|
||||||||||||||||
December 31, 2011
|
||||||||||||||||
Carrying Value
|
||||||||||||||||
December 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Convertible notes payable
|
$ | 69,898 | $ | - | $ | - | $ | 69,898 |
Fair Value Measurements at
|
||||||||||||||||
December 31, 2010
|
||||||||||||||||
Carrying Value
|
||||||||||||||||
December 31, 2010
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Convertible notes payable
|
$ | 18,300 | $ | - | $ | - | $ | 18,300 |
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Position
|
||
Craig Holland
|
51 |
President, Chief Executive Officer, Chief Creative Officer, and Director
|
||
Mick Donahoo
|
42 |
Chief Operating Officer, V.P. of Technology and Production, Secretary, Chief Financial Officer, Treasurer, and Director
|
Name
|
No. of Late Reports
|
No. of Transactions Reported Late
|
No. of
Failures to File
|
Craig Holland
|
0
|
0
|
0
|
Mick Donahoo
|
0
|
0
|
0
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified Deferred Compensation ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Craig Holland
|
2011
|
159,600 | -0- | -0- | -0- | -0- | -0- | -0- | 159,600 | |||||||||||||||||||||||||
President, CEO
|
2010
|
154,119 | -0- | -0- | 11,494 | (1) | -0- | -0- | 1,287 | 159,237 | (1) | |||||||||||||||||||||||
2009
|
135,995 | -0- | -0- | -0- | -0- | -0- | -0- | 135,995 | ||||||||||||||||||||||||||
Mick Donahoo
|
2011
|
159,600 | -0- | -0- | -0- | -0- | -0- | -0- | 159,600 | |||||||||||||||||||||||||
COO, VP
|
2010
|
154,119 | -0- | -0- | -0- | -0- | -0- | 1,287 | 155,406 | |||||||||||||||||||||||||
2009
|
135,995 | -0- | -0- | -0- | -0- | -0- | -0- | 135,995 |
Name
|
Fees Earned or Paid in Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
Craig Holland
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Mick Donahoo
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Title of Class
|
Name and Address
of Beneficial Owner (3)
|
Amount
and Nature of
Beneficial Ownership
|
Percent
of Class (1)
|
|||||||
Common Stock
|
Craig Holland (2)
|
13,987,375 | (4) | 31.6 | % (4) | |||||
Common Stock
|
Mick Donahoo (2)
|
11,828,025 | 30.29 | % | ||||||
Common Stock
|
Crucible Capital Group, Inc.
27 Whitehall St., 5
th
Floor
New York, NY 10004
|
3,000,000 | 6.8 | % | ||||||
Common Stock
|
All Directors and Officers
As a Group (2 persons)
|
25,815,400 | (4) | 58.4 | % (4) |
|
(1)
|
Unless otherwise indicated, based on 44,082,949 shares of common stock issued and outstanding. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
|
|
(2)
|
Indicates one of our officers or directors.
|
|
(3)
|
Unless indicated otherwise, the address of the shareholder is Freeze Tag, Inc., 228 W. Main Street, 2nd Floor, Tustin, California 92780.
|
|
(4)
|
Includes options to purchase 115,000 shares of common stock that are exercisable on February 2, 2011.
|
3.1 (1)
|
Articles of Incorporation of Freeze Tag, Inc.
|
3.2 (1)
|
Articles of Amendment to Articles of Incorporation
|
3.3 (1)
|
Bylaws of Freeze Tag, Inc.
|
4.1 (1)
|
Freeze Tag, Inc. 2006 Stock Plan
|
10.1 (1)
|
10% Convertible Promissory Note dated July 1, 2010 with The Holland Family Trust
|
10.2 (1)
|
Support Services Agreement with Cardiff Partners, LLC dated October 12, 2009
|
10.3 (1)
|
Amendment No. 1 to Support Services Agreement with Cardiff Partners, LLC dated March 2, 2010
|
10.4 (1)
|
Amendment No. 2 to Support Services Agreement with Cardiff Partners, LLC dated March 3, 2010
|
10.5 (1)
|
Form of Conversion Agreement for October 2009 Conversions
|
10.6 (1)
|
Form of Option Conversion Agreement for October 2009 Conversions
|
10.7 (1)
|
Placement Agent and Advisory Services Agreement with Monarch Bay Associates, LLC dated October 12, 2009
|
10.8 (1)
|
Corporate Communications Consulting Agreement Michael Southworth dated September 25, 2009
|
10.9 (1)
|
Lock-Up Agreement dated November 10, 2009
|
10.10 (2)
|
Loan Agreement with Sunwest Bank dated October 20, 2006, as amended
|
10.11 (3)
|
Securities Purchase Agreement with Asher Enterprises, Inc. dated July 21, 2011
|
10.12 (3)
|
Convertible Promissory Note with Asher Enterprises, Inc. dated July 21, 2011
|
10.13 (4)
|
Technology Transfer Agreement dated June 22, 2011
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
|
Freeze Tag, Inc.
|
|||
Dated: March 30, 2012
|
/s/ Craig Holland
|
||
By:
|
Craig Holland
|
||
Its:
|
President and Chief Executive Officer
|
||
Dated: March 30, 2012
|
/s/ Mick Donahoo
|
||
By:
|
Mick Donahoo
|
||
Its:
|
Chief Financial Officer, Chief Accounting Officer,
Chief Operating Officer
|
Dated: March 30, 2012
|
/s/ Craig Holland
|
||
By:
|
Craig Holland
|
||
Its:
|
Director, President and Chief Executive Officer
|
||
Dated: March 30, 2012
|
/s/ Mick Donahoo
|
||
By:
|
Mick Donahoo
|
||
Its:
|
Director, Chief Financial Officer, Chief Accounting
Officer, Chief Operating Officer
|
Dated: March 30, 2012
|
By:
|
/s/ Craig Holland
|
|
Craig Holland
|
|||
Chief Executive Officer
|
Dated: March 30, 2012
|
By:
|
/s/ Mick Donahoo
|
|
Mick Donahoo
|
|||
Chief Financial Officer
|
(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: March 30, 2012
|
By:
|
/s/ Craig Holland
|
|
Craig Holland
|
|||
Chief Executive Officer
|
(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: March 30, 2012
|
By:
|
/s/ Mick Donahoo
|
|
Mick Donahoo
|
|||
Chief Financial Officer
|