Freeze Tag, Inc. (Form: 10-Q, Received: 11/16/2015 17:24:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 Q

(Mark One)

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

For the quarterly period ended September 30, 2015

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

For the transition period from _______________ to _______________.

Commission file number: 000- 54267

FREEZE TAG, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-4532392

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

18062 Irvine Blvd, Suite 103

Tustin, California

92780

(Address of principal executive offices)

(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

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

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

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

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

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

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of November 16, 2015, there were 255,166,405 shares of common stock, $0.001 par value, issued and outstanding.

FREEZE TAG, INC.

TABLE OF CONTENTS

QUARTER ENDED SEPTEMBER 30, 2015

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3.

Defaults Upon Senior Securities

26

Item 4.

Mine Safety Disclosures

26

Item 5.

Other Information

26

Item 6.

Exhibits

26

PART I – FINANCIAL INFORMATION

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

The results for the period ended September 30, 2015 are not necessarily indicative of the results of operations for the full year. These condensed financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2014.

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED BALANCE SHEETS

September 30,
2015

December 31,

2014

(Unaudited)

ASSETS

Current assets:

Cash

$ 29,382

$ 14,688

Accounts receivable, net of allowance of $5,600

8,769

16,197

Prepaid expenses and other current assets

4,768

8,245

Total current assets

42,919

39,130

$ 42,919

$ 39,130

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$ 117,665

$ 116,150

Accrued expenses

490,797

495,315

Accrued interest payable – related party

177,026

68,106

Accrued interest payable

116,660

41,385

Unearned royalties

196,791

202,499

Convertible notes payable – related party

1,456,254

1,456,254

Convertible notes payable, net of discount of $214,163 and $343,902, respectively

1,216,406

412,841

Derivative liabilities

701,455

438,374

Total current liabilities

4,473,054

3,230,924

Commitments and contingencies

Stockholders' deficit:

Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding

-

-

Common stock; $0.001 par value, 500,000,000 shares authorized, 255,166,405 and 184,518,250 shares issued and outstanding, respectively

255,165

184,517

Additional paid-in capital

3,881,407

3,720,722

Common stock payable

16,800

16,800

Accumulated deficit

(8,583,507 )

(7,113,833 )

Total stockholders' deficit

(4,430,135 )

(3,191,794 )

$ 42,919

$ 39,130

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

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2015

2014

2015

2014

Revenues

$ 7,542

$ 10,506

$ 23,068

$ 38,450

Operating costs and expenses:

Cost of sales

91,395

38,928

332,764

89,588

Selling, general and administrative expenses

129,980

120,234

414,520

413,938

Depreciation and amortization expense

-

228

-

12,428

Total operating costs and expenses

221,375

159,390

747,284

515,954

Loss from operations

(213,833 )

(148,884 )

(724,216 )

(477,504 )

Other income (expense):

Interest expense, net

(225,390 )

(245,091 )

(669,835 )

(606,204 )

Gain (loss) on change in derivative liabilities

145,300

148,832

(75,222 )

(6,760 )

Total other income (expense)

(80,090 )

(96,259 )

(745,057 )

(612,964 )

Loss before income taxes

(293,923 )

(245,143 )

(1,469,273 )

(1,090,468 )

Provision for income taxes

-

-

400

1,267

Net loss

$ (293,923 )

$ (245,143 )

$ (1,469,673 )

$ (1,091,735 )

Weighted average number of common shares outstanding – basic and diluted

254,371,626

99,938,817

225,457,629

99,938,817

Loss per common share – basic and diluted

$ (0.00 )

$ (0.00 )

$ (0.01 )

$ (0.01 )

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

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended
September 30,

2015

2014

Cash flows from operating activities:

Net loss

$ (1,469,674 )

$ (1,091,735 )

Adjustments to reconcile net loss to net cash used by operating activities:

Depreciation and amortization expense

-

12,429

Amortization of debt discount to interest expense

475,979

472,785

Loss on change in derivative liabilities

75,222

6,760

Changes in operating assets and liabilities:

Accounts receivable, net

7,428

2,052

Prepaid expenses and other current assets

3,477

2,111

Accounts payable

1,515

(2,369 )

Accrued expenses

(4,518 )

(4,559 )

Accrued interest payable – related party

108,920

36,655

Accrued interest payable

84,053

96,757

Unearned royalties

(5,708 )

(6,664 )

Net cash used by operating activities

(723,306 )

(475,778 )

Cash flows from investing activities

-

-

Net cash provided by investing activities

-

-

Cash flows from financing activities:

Borrowings of debt

738,000

450,000

Net cash provided by financing activities

738,000

450,000

Net increase (decrease) in cash

14,694

(25,778 )

Cash at the beginning of the period

14,688

39,847

Cash at the end of the period

$ 29,382

$ 14,069

Non-cash transactions:

Conversion of debt to common shares

$ 64,174

$ -

Conversion of accrued interest to common shares

8,778

-

Conversion of derivative liabilities to common shares

158,381

-

Debt discount due to derivative

346,240

489,049

Conversion of accrued interest to convertible debt – related party

-

72,107

Issuance of preferred shares for preferred stock payable

-

30,700

Beneficial conversion feature

-

(50,000 )

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

FREEZE TAG, INC.

(A DELAWARE CORPORATION)

Notes to Condensed Financial Statements

Nine Months Ended September 30, 2015

(Unaudited)

NOTE 1 – THE COMPANY

Freeze Tag, Inc. (the "Company") is a leading creator of mobile social games that are fun and engaging for all ages. Based on a free-to-play business model that has propelled games like Candy Crush Saga to worldwide success, the Company employs state-of-the-art data analytics and proprietary technology to dynamically optimize the gaming experience for revenue generation. Players can download and enjoy the Company's games for free, or they can purchase virtual items and additional features within the game to increase the fun factor. The Company's games encourage players to compete and engage with their friends on major social networks such as Facebook and Twitter.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements for the nine-month periods ended September 30, 2015 and 2014, the Company incurred net losses of $1,469,673 and $1,091,735, respectively. As of September 30, 2015, the Company's accumulated deficit was $8,583,507. During the period ended September 30, 2015 and the year ended December 3l, 2014, the Company experienced negative cash flows from operations largely due to its continued investment spending for product development of game titles for smartphones and tablets that are expected to benefit future periods. Those facts, along with our lack of access to a significant bank credit facility, create an uncertainty about the Company's ability to continue as a going concern. Accordingly, the Company is currently evaluating its alternatives to secure financing sufficient to support the operating requirements of its current business plan, as well as continuing to execute its business strategy of distributing game titles to digital distribution outlets, including mobile gaming app stores, online PC and Mac gaming portals, and opportunities for new devices such as tablet (mobile internet device) applications, mobile gaming platforms and international licensing opportunities.

The Company's ability to continue as a going concern is dependent upon its success in securing sufficient financing and in successfully executing its plans to return to positive cash flows during fiscal 2016. 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 3 – ACCRUED EXPENSES

Accrued liabilities consisted of the following at:

September 30,
2015

December 31,
2014

Accrued vacation

$ 65,126

$ 68,344

Accrued royalties

407,547

406,790

Technology payable

18,000

18,000

Other

124

2,181

$ 490,797

$ 495,315

Accrued royalties consist of amounts owed to other parties with whom the Company has revenue-sharing agreements or from whom it licenses certain trademarks or copyrights.

Unearned royalties consist of royalties received from licensees, which have not yet been earned. Unearned royalties were $196,791 and $202,499 at September 30, 2015 and December 31, 2014, respectively.

As of September 30, 2015 and December 31, 2014, the Company had technology payable of $18,000 resulting from a technology transfer agreement with an unrelated party entered into in June 2011, payable in 24 installments of $1,500 without interest.

NOTE 4 – DEBT

Convertible Notes Payable – Related Party

Convertible notes payable, related party consisted of the following at:

September 30,
2015

December 31,
2014

Convertible note payable to the Holland Family
Trust, maturing on September 30, 2015, with interest at 10%

$ 222,572

$ 222,572

Convertible note payable to Craig Holland,
maturing on September 30, 2015, with interest at 10%

813,602

813,602

Convertible note payable to Craig Holland,
maturing on December 31, 2014, with interest at 10%

186,450

186,450

Convertible note payable to Mick Donahoo,
maturing on December 31, 2014, with interest at 10%

186,450

186,450

Convertible note payable to Craig Holland,
maturing on December 31, 2014, with interest at 10%

11,532

11,532

Convertible note payable to Mick Donahoo,
maturing on December 31, 2014, with interest at 10%

35,648

35,648

Total

$ 1,456,254

$ 1,456,254

The "Holland Family Trust Convertible Note" is convertible into Company common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). "Market Price" means the average of the three lowest trading prices for the Company's common stock during the twenty-five (25) trading-day period ending on the latest complete trading day prior to the date of conversion. "Fixed Conversion Price" shall mean $0.00005.

The Company evaluated the Holland Family Trust Convertible Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The note payable is convertible into common stock at the discretion of the Holland Family Trust. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

As of September 30, 2014, $72,107 of accrued interest was added to the note principal and $813,602 of the note was transferred to Craig Holland. A new convertible note for $222,572 was issued to the Holland Family Trust with the same terms as the previous note, with the exception of the maturity date, which has been extended to September 30, 2015. As of September 30, 2015 and December 31, 2014, accrued interest related to the Holland Family Trust Convertible Note was $22,257 and $5,610, respectively.

On September 30, 2014, $813,602 principal balance (including interest) of the Holland Family Trust Convertible Note was transferred to Craig Holland (the "Holland Transferred Convertible Note"). The Holland Transferred Convertible Note retains the same terms as the original Holland Family Trust Convertible Note with the exception of the maturity date, which has been extended to September 30, 2015. As of September 30, 2015 and December 31, 2014, accrued interest related to the Holland Transferred Convertible Note was $81,360 and $20,507, respectively.

On December 31, 2013, the Company converted $186,450 of accrued salaries due to Craig Holland into a convertible note (the "Holland Accrued Salary Note") and converted $186,450 of accrued salaries due to Mick Donahoo into a convertible note (the "Donahoo Accrued Salary Note"). The Holland Accrued Salary Note and the Donahoo Accrued Salary Note are convertible into Company common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). "Market Price" means the average of the three lowest trading prices for the Company's common stock during the twenty-five (25) trading-day period ending on the latest complete trading day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00005.

The Company evaluated the Holland Accrued Salary Note and the Donahoo Accrued Salary Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, the conversion feature does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. As of September 30, 2015 and December 31, 2014, there was $32,590 and $18,645, respectively, of accrued interest related to each of the notes.

On December 31, 2013, the Company converted a note payable to Mick Donahoo of $55,250 and accrued interest of $15,399 into a new convertible related party note in the amount of $70,649 (the "Mick Donahoo Convertible Note").

On December 31, 2013, the Company converted a note payable to Craig Holland of $35,100 and accrued interest of $11,432 into a new convertible related party note in the amount of $46,532 (the "Craig Holland Convertible Note").

The Mick Donahoo Convertible Note and the Craig Holland Convertible Note are convertible into Company common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). "Market Price" means the average of the three lowest trading prices for the Company's common stock during the twenty-five (25) trading-day period ending on the latest complete trading day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00005.

The Company evaluated the Mick Donahoo Convertible Note and the Craig Holland Convertible Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The agreements modified the debt to make it convertible into common stock of the Company. As of September 30, 2015 and December 31, 2014, there was a total of $8,229 and $4,699, respectively, of accrued interest payable related to these notes.

On October 23, 2014, Craig Holland converted $35,000 principal and $2,836 accrued interest into 39,829,849 shares of the Company's common stock.

On October 23, 2014, Mick Donahoo converted $35,000 principal and $2,836 accrued interest into 39,829,849 shares of the Company's common stock.

Total accrued interest payable for the above related party convertible notes was $177,026 and $68,106 as of September 30, 2015 and December 31, 2014, respectively.

Convertible Notes Payable – Non-Related Party

Convertible notes payable – non-related party consisted of the following at:

September 30,
2015

December 31,
2014

Convertible note payable to Robert Cowdell,
maturing on December 31, 2014, with interest at 10%

$ 61,443

$ 61,443

Convertible note payable to an accredited investor,
with interest at 10%

-

45,300

Convertible note payable to an accredited investor,
maturing on September 30, 2015, with interest at 10%

31,126

50,000

Convertible note payable to an accredited investor,
maturing on September 30, 2015, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on September 30, 2015, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on September 30, 2015, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on September 30, 2015, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

100,000

100,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

50,000

50,000

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

70,000

-

Convertible note payable to an accredited investor,
maturing on June 25, 2016, with interest at 10%

30,000

-

Convertible note payable to an accredited investor,
maturing on November 11, 2015, with interest at 10%

30,000

-

Convertible note payable to an accredited investor,
maturing on November 25, 2015, with interest at 10%

40,000

-

Convertible note payable to an accredited investor,
maturing on December 10, 2015, with interest at 10%

110,000

-

Convertible note payable to an accredited investor,
maturing on January 17, 2016, with interest at 10%

88,000

-

Convertible note payable to an accredited investor,
maturing on February 22, 2016, with interest at 10%

90,000

-

Convertible note payable to an accredited investor,
maturing on March 23, 2016, with interest at 10%

90,000

-

Convertible note payable to an accredited investor,
maturing on April 28, 2016, with interest at 10%

65,000

-

Convertible note payable to an accredited investor,
maturing on April 21, 2016, with interest at 10%

65,000

-

Convertible note payable to an accredited investor,
maturing on June 24, 2016, with interest at 10%

60,000

-

Total

1,430,569

756,743

Less discount

(214,163 )

(343,902 )

$ 1,216,406

$ 412,841

On December 31, 2013, the Company converted $55,429 of convertible debt and $6,014 in accrued interest due to Robert Cowdell (the "Convertible Cowdell Note") into a convertible note. The Convertible Cowdell Note is convertible into Company common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). "Market Price" means the average of the three lowest trading prices for the Company's common stock during the twenty-five (25) trading-day period ending on the latest complete trading day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00005. The Convertible Cowdell Note had accrued interest of $10,740 and $6,144 as of September 30, 2015 and December 31, 2014, respectively.

The Company evaluated the Convertible Cowdell Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the Company has obtained authorization from a majority of shareholders such that should conversion occur at the Fixed Conversion Price the appropriate number of shares will be available or issuable for settlement to occur. The agreement modified the debt to make it convertible into common stock of the Company.

The convertible notes to an accredited investor (the "Accredited Investor") with outstanding balances at September 30, 2015 were issued in $50,000 tranches in January, February, March, April, May, June, July, August, September, October and December 2014, and tranches of $100,000 in November 2014, $70,000 in January 2015, two $30,000 tranches in February 2015, $40,000 in February 2015, $110,000 in March 2015, $88,000 in April 2015, $90,000 in May and June 2015, $65,000 in July and August 2015, and $60,000 in September 2015. Each note is convertible into Company common stock at the greater of (i) the Variable Conversion Price and (ii) the Fixed Conversion Price. The "Variable Conversion Price" shall mean 50% multiplied by the Market Price (representing a discount rate of 50%). "Market Price" means the average of the three lowest trading prices for the Company's common stock during the twenty-five (25) trading-day period ending on the latest complete trading day prior to the Conversion Date. "Fixed Conversion Price" shall mean $0.00005. The notes also include conversion price reset features that are triggered when new equity issuances are made by the Company; as a result, this feature caused the Company to consider this feature a derivative liability. The maturity date of the notes is generally one year from the date of funding with the exception of the last six notes issued during the nine months ended September 30, 2015, which have a maturity date of nine months from the date of funding. The due date of the note that includes tranches funded through May 2014 with outstanding principal balances totaling $231,126 as of September 30, 2015 was extended to September 30, 2015. The due date of the note that includes tranches funded from June 2014 through February 2015 with outstanding principal balances totaling $500,000 as of June 30, 2015 was extended to June 25, 2016.

The January 2014 derivative was valued as of January 6, 2014 at $44,493, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $731 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The January 2014 note had accrued interest of $5,030 and $4,863 as of September 30, 2015 and December 31, 2014, respectively.

The February 2014 derivative was valued as of February 18, 2014 at $44,556, of which all was recorded as a debt discount. During the six months ended September 30, 2015, $5,981 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The February 2014 note had accrued interest of $8,069 and $5,981 as of September 30, 2015 and December 31, 2014, respectively.

The March 2014 derivative was valued as of March 26, 2014 at $77,884, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $11,644 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The March 2014 note had accrued interest of $7,575 and $3,836 as of September 30, 2015 and December 31, 2014, respectively.

The April 2014 derivative was valued as of April 25, 2014 at $90,605, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $15,753 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The April 2014 note had accrued interest of $7,164 and $3,425 as of September 30, 2015 and December 31, 2014, respectively.

The May 2014 derivative was valued as of May 21, 2014 at $95,029, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $19,315 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The May 2014 note had accrued interest of $6,808 and $3,068 as of September 30, 2015 and December 31, 2014, respectively.

The June 2014 derivative was valued as of June 25, 2014 at $83,184, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $24,110 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The June 2014 note had accrued interest of $6,315 and $2,575 as of September 30, 2015 and December 31, 2014, respectively.

The July 2014 derivative was valued as of July 15, 2014 at $73,999, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $26,849 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The July 2014 note had accrued interest of $6,041 and $2,301 as of September 30, 2015 and December 31, 2014, respectively.

The August 2014 derivative was valued as of August 19, 2014 at $64,104, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $31,644 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The August 2014 note had accrued interest of $5,562 and $1,822 as of September 30, 2015 and December 31, 2014, respectively.

The September 2014 derivative was valued as of September 17, 2014 at $62,915, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $35,616 was amortized from the debt discount. The debt discount was fully amortized at September 30, 2015. The September 2014 note had accrued interest of $5,178 and $1,438 as of September 30, 2015 and December 31, 2014, respectively.

The October 2014 derivative was valued as of October 13, 2014 at $63,347, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $35,183 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $3,995. The October 2014 note had accrued interest of $4,808 and $1,068 as of September 30, 2015 and December 31, 2014, respectively.

The November 2014 derivative was valued as of November 7, 2014 at $99,757, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $74,612 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $10,386. The November 2014 note had accrued interest of $9,123 and $1,671 as of September 30, 2015 and December 31, 2014, respectively.

The December 2014 derivative was valued as of December 17, 2014 at $58,456, of which $50,000 was recorded as a debt discount with the remaining amount that exceeded the face value of the note expensed. During the nine months ended September 30, 2015, $37,397 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $10,685. The December 2014 note had accrued interest of $3,918 and $178 as of September 30, 2015 and December 31, 2014, respectively.

The January 2015 derivative was valued as of January 14, 2015 at $29,360, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $20,834 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $8,526. The January 2015 note had accrued interest of $4,986 as of September 30, 2015.

The first February 2015 derivative was valued as of February 10, 2015 at $23,984, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $15,245 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $8,739. The first February 2015 note had accrued interest of $1,915 as of September 30, 2015.

The second February 2015 derivative was valued as of February 11, 2015 at $18,003, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $15,233 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $2,770. The second February 2015 note had accrued interest of $1,907 as of September 30, 2015.

The third February 2015 derivative was valued as of February 25, 2015 at $19,494, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $15,495 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $3,999. The third February 2015 note had accrued interest of $3,584 as of September 30, 2015.

The March 2015 derivative was valued as of March 10, 2015 at $31,885, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $23,653 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $8,232. The March 2015 note had accrued interest of $6,178 as of September 30, 2015.

The April 2015 derivative was valued as of April 17, 2015 at $31,397, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $18,952 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $12,445. The April 2015 note had accrued interest of $4,026 as of September 30, 2015.

The May 2015 derivative was valued as of May 22, 2015 at $36,550, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $17,348 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $19,202. The May 2015 note had accrued interest of $3,255 as of September 30, 2015.

The June 2015 derivative was valued as of June 23, 2015 at $41,878, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $15,131 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $26,747. The June 2015 note had accrued interest of $2,466 as of September 30, 2015.

The July 2015 derivative was valued as of July 28, 2015 at $38,600, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $8,983 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $29,617. The July 2015 note had accrued interest of $1,157 as of September 30, 2015.

The August 2015 derivative was valued as of August 21, 2015 at $37,269, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $5,441 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $31,828. The August 2015 note had accrued interest of $730 as of September 30, 2015.

The September 2015 derivative was valued as of September 24, 2015 at $37,820, of which all was recorded as a debt discount. During the nine months ended September 30, 2015, $828 was amortized from the debt discount. The debt discount had a balance at September 30, 2015 of $36,992. The September 2015 note had accrued interest of $125 as of September 30, 2015.

Total accrued interest payable for the above non-related party convertible notes was $116,660 and $41,385 as of September 30, 2015 and December 31, 2014, respectively.

The Company recorded total interest expense, including debt discount and beneficial conversion feature amortization, for all debt of $225,390 and $245,091 for the three months ended September 30, 2015 and 2014, respectively, and $669,835 and $606,204 for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted FASB ASC 820 on October 1, 2008. Under this FASB, fair value is defined 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. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has various financial instruments that must be measured under the new fair value standard including: cash and debt. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Cash, accounts receivable, capitalized production costs, prepaid royalties, prepaid expenses, accounts payable, accrued compensation, accrued royalties, accrued interest, accrued expenses, unearned royalties, notes payable – related party and technology payables reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.

The following tables provide a summary of the fair values of assets and liabilities measured on a non-recurring basis as of September 30, 2015 and December 31, 2014:

September 30, 2015

Total

Level 1

Level 2

Level 3

Losses (Gains)

Derivative liabilities

$ 701,455

$ -

$ -

$ 701,455

$ 75,222

December 31, 2014

Total

Level 1

Level 2

Level 3

Losses (Gains)

Derivative liabilities

$ 438,374

$ -

$ -

$ 438,374

$ (241,154 )

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS

As discussed in Note 4, the Company issued convertible notes payable to non-related parties that contain anti-dilutive, or down round, price protection. Pursuant to ASC 815-15 Embedded Derivatives and ASC 815-40 Contracts in Entity's Own Equity, the Company recorded a derivative liability for the price protection provisions issued within the convertible debt transactions.

The fair values of the Company's derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date using a multinomial lattice model simulation discussed below. At September 30, 2015 and December 31, 2014, the Company recorded current derivative liabilities of $701,455 and $438,374, respectively. The net change in fair value of the derivative liabilities for the three months ended September 30, 2015 and 2014 was a gain of $145,300 and $148,832, respectively. The net change in fair value of the derivative liabilities for the nine months ended September 30, 2015 and 2014 were losses of $75,222 and $6,760, respectively. These gains and losses are was reported as other income (expense) in the statements of operations.

The following table presents details of the Company's derivative liabilities for the nine months ended September 30, 2015:

Balance, December 31, 2014

$ 438,374

Increases in derivative value due to new issuances of notes

346,240

Derivative adjustment due to debt conversion

(158,381 )

Change in fair value of derivative liabilities

75,222

Balance, September 30, 2015

$ 701,455

The Company calculated the fair value of the compound embedded derivatives using a multinomial lattice model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes.

Key inputs and assumptions used in valuing the Company's derivative liabilities are as follows for issuances of notes:

·

Stock prices on all measurement dates were based on the fair market value

·

Down round protection is based on the subsequent issuance of common stock at prices less than the conversion feature

·

The probability of future financing was estimated at 100%

·

Computed volatility ranging from 299% to 310%

See Note 5 for a discussion of fair value measurements.

NOTE 7 – STOCKHOLDERS' DEFICIT

Stock Issuances

The Company is authorized to issue up to 500,000,000 shares of its $0.001 par value common stock, and up to 10,000,000 shares of its $.001 par value preferred stock.

As of September 30, 2015 and December 31, 2014, the Company had common stock payable of $16,800 resulting from a technology transfer agreement with an unrelated party that obligated the Company to issue a total of 96,000 shares of its common stock, payable in 8 quarterly installments of 12,000 shares.

During the nine months ended September 30, 2015, the Company issued a total of 70,648,155 shares of its common stock to an accredited investor in conversion of $64,174 principal and $8,778 accrued interest payable at conversion prices ranging from $0.00088 to $0.00135 per share and settled $158,381 of derivative liabilities. As a result of the debt conversions and derivative settlement, common stock was increased by $70,648 and additional paid-in capital was increased by $160,685.

2006 Stock Option Plan

The 2006 Stock Option Plan was adopted by our Board of Directors in March of 2006. A total of 550,000 shares of Common Stock have been reserved for issuance to employees, consultants and directors upon exercise of incentive and non-statutory options and stock purchase rights which may be granted under the Company's 2006 Stock Plan (the "2006 Plan"). On October 15, 2009, 235,000 of those options were exercised, leaving 315,000 shares available for issuance to employees. Because of the 5.31-for-one forward stock split of the Company's common stock on October 15, 2009, there are now 1,512,650 shares available for issuance as a part of this stock plan. As of September 30, 2015, there were 560,000 options outstanding to purchase shares of Common Stock, and no shares of Common Stock had been issued pursuant to stock purchase rights under the 2006 Plan.

Under the 2006 Plan, options may be granted to employees, directors, and consultants. Only employees may receive "incentive stock options," which are intended to qualify for certain tax treatment, and consultants and directors may receive "non-statutory stock options," which do not qualify for such treatment. A holder of more than 10% of the outstanding voting shares may only be granted options with an exercise price of at least 110% of the fair market value of the underlying stock on the date of the grant, and if such holder has incentive stock options, the term of the options must not exceed five years.

Options and stock purchase rights granted under the 2006 Plan generally vest ratably over a four year period (typically 1⁄4 or 25% of the shares vest after the 1st year and 1/48 of the remaining shares vest each month thereafter); however, alternative vesting schedules may be approved by the Board of Directors in its sole discretion. Any unvested portion of an option or stock purchase right will accelerate and become fully vested if a holder's service with the Company is terminated by the Company without cause within twelve months following a Change in Control (as defined in the 2006 Plan).

All options must be exercised within ten years after the date of grant. Upon a holder's termination of service for any reason prior to a Change in Control, the Company may repurchase any shares issued to such holder upon the exercise of options or stock purchase rights. The Board of Directors may amend the 2006 Plan at any time. The 2006 Plan will terminate in 2016, unless terminated sooner by the Board of Directors.

The Company did not grant any stock options or warrants during the nine months ended September 30, 2015, and did not record any stock-based compensation expense during the three months and nine months ended September 30, 2015 and 2014.

A summary of the status of the options and warrants issued by the Company as of September 30, 2015, and changes during the nine months then ended is presented below:

Weighted Average

Shares

Exercise Price

Outstanding, December 31, 2014

560,000

$ 0.10

Granted

-

-

Canceled / Expired

-

-

Exercised

-

-

Outstanding, September 30, 2015

560,000

$ 0.10

NOTE 8 – LOSS PER COMMON 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 and rights outstanding using the treasury stock method and the average market price per share during the period.

For the three months and nine months ended September 30, 2015 and 2014, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the conversion of debt, options and warrants would be anti-dilutive.

NOTE 9 – RELATED PARTY TRANSACTIONS

The Company had convertible notes payable to related parties totaling $1,456,254 as of September 30, 2015 and December 31, 2014. See Note 4 for a detailed disclosure of this related party debt, including interest rates, terms of conversion and other repayment terms. Accrued interest payable to related parties was $177,026 and $68,106 as of September 30, 2015 and December 31, 2014, respectively.

NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the nine months ended September 30, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

NOTE 11 – SUBSEQUENT EVENTS

Effective October 15, 2015, we entered into an Amendment to Convertible Promissory Note with each of Craig Holland and Mick Donahoo with respect to the Craig Holland Convertible Note and the Mick Donahoo Convertible Note, both dated December 31, 2013 (Note 4). The parties agreed to modify the terms of the notes such that in the event the lender issues a valid conversion notice and the conversion notice results in a conversion price less than the then-par value of the Company's common stock, the conversion will be effected at par value with additional principal amounts added to the note equal to the value of the common shares that were not able to be issued due to the conversion price being less than the par value of the Company's common stock.

Effective October 15, 2015, we entered into an Amendment to Convertible Promissory Note with an accredited investor with respect to a Convertible Promissory Note dated December 20, 2013. The parties agreed to modify the terms of the notes such that in the event the lender issues a valid conversion notice and the conversion notice results in a conversion price less than the then-par value of the Company's common stock, the conversion will be effected at par value with additional principal amounts added to the note equal to the value of the common shares that were not able to be issued due to the conversion price being less than the par value of the Company's common stock.

On October 23, 2015, we received additional proceeds of $50,000 from the July 28, 2015 Convertible Promissory Note to an Accredited Investor. The note bears interest at 10% per annum and matures nine months from its effective date.

On October 23, 2015, holders of a majority of the Company's outstanding voting securities and the Company's Board of Directors approved an amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment") to: (i) increase the total number of authorized shares of the Company's capital stock from 510,000,000 shares to 2,010,000,000 shares, of which 2,000,000,000 will be available for issuance as Common Stock; and (ii) change the par value of the Company's authorized capital stock from $0.001 per share to $0.00001 per share. The Certificate of Amendment will only become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which filing will not occur until at least 20 calendar days after the date the Company begins mailing a Definitive Schedule 14-C Information Statement regarding the Certificate of Amendment to its shareholders. On November 10, 2015, the Company filed its Preliminary Schedule 14-C Information Statement with the Securities and Exchange Commission. The Company plans to file its Definitive Schedule 14-C Information Statement on or about November 23, 2015 and commencing the mailing to its shareholders on or about November 25, 2015.

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

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of our financial condition and results of operations is based upon, and should be read in conjunction with, its unaudited condensed financial statements and related notes located elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

Freeze Tag, Inc. is a leading creator of mobile social games that are fun and engaging for all ages. Based on a free-to-play business model that has propelled games like Candy Crush Saga 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, or they can purchase virtual items and additional features within the game to increase the fun factor. Our games encourage players to compete and engage with their friends on major social networks such as Facebook and Twitter.

During our most recent fiscal quarter ended September 30, 2015, we generated revenues of $7,542 from the sales our games compared to $10,506 for the quarter ended September 30, 2014.

Our business strategy is now focused on free-to-play games that require constant updates and new content to keep players engaged. Therefore, we no longer measure our success based upon the quantity of titles we launch, but rather on the metrics we receive as we monitor and try to improve upon our games in the market. During the 3 months ended September 30, 2015, we launched a new Apple Watch game entitled, Black Forest™: Puzzle Tiles for Watch. It was our first Apple Watch game and is a companion game to the iPad game, Black Forest™: Hidden Objects Fairy Tale Mystery. We continued our process of updating Black Forest™: Hidden Objects Fairy Tale Mystery in select countries around the world and gathering player data on retention, engagement, and monetization metrics to ensure that the game can be profitable considering the amount of money required to acquire new users to play the game. In addition, we geo-soft launched our game Kitty Pawp™: Bubble Shooter in select countries to gather player data on retention and engagement metrics.

During the three months and nine months ended September 30, 2015, we reported net losses of $293,923 and $1,469,673, respectively, primarily attributable to increases in cost of sales and interest, as described below.

Going Concern Uncertainty

As shown in the accompanying financial statements for the nine-month periods ended September 30, 2015 and 2014, we incurred net losses of $1,469,673 and $1,091,735, respectively. As of September 30, 2015, our accumulated deficit was $8,583,507. During the period ended September 30, 2015 and the year ended December 3l, 2014, we experienced negative cash flows from operations largely due to our continued investment spending for product development of game titles for smartphones and tablets that are expected to benefit future periods. Those facts, along with our lack of access to a significant bank credit facility, create an uncertainty about our ability to continue as a going concern. Accordingly, we are currently evaluating our alternatives to secure financing sufficient to support the operating requirements of our current business plan, as well as continuing to execute our business strategy of distributing game titles to digital distribution outlets, including mobile gaming app stores, online PC and Mac gaming portals, and opportunities for new devices such as tablet (mobile internet device) applications, mobile gaming platforms and international licensing opportunities.

Our ability to continue as a going concern is dependent upon our success in securing sufficient financing and in successfully executing our plans to return to positive cash flows during fiscal 2016. Our financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern.

Results of Operations

Revenues

Our revenues decreased $2,964 to $7,542 for the three months ended September 30, 2015 from $10,506 for the three months ended September 30, 2014. Our revenues decreased $15,382 to $23,068 for the nine months ended September 30, 2015 from $38,450 for the nine months ended September 30, 2014. Our revenues decreased due to our focused efforts on building games in the free-to-play game genre. Previously, the majority of our released game titles were "pay-per-download", where the consumer paid to download the game onto their device, leading to revenue per download. Now our games are free to download and play, but have built-in features that require the consumer to pay if they want to access the feature, which means our revenue is tied to when the consumer pays to access the features, if they do. Our revenue can typically fluctuate based on when we release our games and the popularity of the games we release.

We are continuing with the strategy of releasing games more frequently during 2015. During Q3, we launched Black Forest™: Puzzle Tiles for Watch (Apple Watch), and we continued our soft launch of Black Forest: Hidden Objects Fairy Tale Mystery in specific geographic territories. In addition, we continued development on Etch A Sketch, with a major update in new content launched at the beginning of Q4 2015. Lastly, we geo-soft launched Kitty Pawp™: Bubble Shooter in select countries and began acquiring users to gather player data on retention and engagement metrics.

Operating Costs and Expenses

Our cost of sales increased $52,467 to $91,395 for the three months ended September 30, 2015 from $38,928 for the three months ended September 30, 2014, due to the new titles that we have in development. Our cost of sales increased $243,176 to $332,764 for the nine months ended September 30, 2015 from $89,588 for the nine months ended September 30, 2014. Our cost of sales includes royalties, subcontractors and internal costs of programming, analytics, and design .

On a year-to-date and on a current quarter basis, our selling, general and administrative expenses were relatively constant compared to prior year periods. Our selling, general and administrative expenses increased $9,746 to $129,980 for the three months ended September 30, 2015 from $120,234 for the three months ended September 30, 2014, and increased $582 to $414,520 for the nine months ended September 30, 2015 from $413,938 for the nine months ended September 30, 2014.

Our depreciation and amortization expense decreased $228 to $0 for the three months ended September 30, 2015 from $228 for the three months ended September 30, 2014, and decreased $12,428 to $0 for the nine months ended September 30, 2015 from $12,428 for the nine months ended September 30, 2014. The decrease in depreciation and amortization was due to our property and equipment being fully depreciated and not owning technology subject to amortization.

Other Income (Expense)

Our interest expense decreased $19,701 to $225,390 for the three months ended September 30, 2015, from $245,091 for the three months ended September 30, 2014, and increased $63,631 to $669,835 for the nine months ended September 30, 2015, from $606,204 for the nine months ended September 30, 2014. The increase in interest expense on a year-to-date basis is due to the increase in our debt in the current year and the related debt discounts that are amortized to interest expense. The timing of new amounts added to debt discount and the amortization of debt discounts from quarter-to-quarter may result in either an increase or decrease in interest expense in any particular quarter.

Our estimate of the fair value of the derivative liability for the conversion feature of our convertible notes payable is based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, and variable conversion prices based on market prices as defined in the respective loan agreements. These inputs are subject to significant changes from period to period; therefore, the estimated fair value of the derivative liability will fluctuate from period to period and the fluctuation may be material. We reported a gain on change in derivative liabilities of $145,300 and $148,832 for the three months ended September 30, 2015 and 2014, respectively, and a loss on change in derivative liabilities of $75,222 and $6,760 for the nine months ended September 30, 2015 and 2014, respectively.

Net Loss

As a result of the above, our net loss increased to $293,923 for the three months ended September 30, 2015 from $245,143 for the three months ended September 30, 2014 and to $1,469,673 for the nine months ended September 30, 2015 from $1,091,735 for the nine months ended September 30, 2014. The increase in our net loss is due primarily to the increase in our debt in the current year and the related debt discounts that are amortized to interest expense, the increase in our cost of sales as discussed above and to our derivative income (expense) of $75,222 for the nine months ended September 30, 2015.

Liquidity and Capital Resources

Introduction

As of September 30, 2015, we had current assets of $42,919 and current liabilities of $4,473,054, resulting in a working capital deficit and a total stockholders' deficit of $4,430,135. In addition, we had an accumulated deficit of $8,583,507 as of September 30, 2015.

During the nine months ended September 30, 2015, because of our operating losses, we did not generate positive operating cash flows. Our cash balance as of September 30, 2015 was $29,382, and our monthly operating cash flow burn rate, based on the nine-month period ended September 30, 2015, is approximately $80,000. As a result, we have significant short-term cash needs. These needs are currently being satisfied primarily from the proceeds from short-term convertible debt. We intend to raise additional capital through the issuance of debt from third parties and other related parties until such time as our cash flows from operations will satisfy our cash flow needs. There can be no assurance that we will be successful in these efforts.

Sources and Uses of Cash

We used cash of $723,306 in operating activities for the nine months ended September 30, 2015 as a result of our net loss of $1,469,674 and decreases in accrued expenses of $4,518 and unearned royalties of $5,708, partially offset by non-cash expenses totaling $551,201, decreases in accounts receivable, net of $7,428, and prepaid expenses and other current assets of $3,477, and increases in accounts payable of $1,515, accrued interest payable – related party of $108,920 and accrued interest payable of $84,053.

By comparison, we used cash of $475,778 in operating activities for the nine months ended September 30, 2014 as a result of our net loss of $1,091,735 and decreases in accounts payable of $2,369, accrued expenses of $4,559 and unearned royalties of $6,664, partially offset by non-cash expenses totaling $491,974, decreases in accounts receivable, net of $2,052 and prepaid expenses and other current assets of $2,111, and increases in accrued interest payable – related party of $36,655 and accrued interest payable of $96,757.

We had no net cash provided by or used by investing activities for the nine months ended September 30, 2015 and 2014.

We had net cash provided by financing activities of $738,000 and $450,000 for the nine months ended September 30, 2015 and 2014, respectively, comprised of borrowings of debt – proceeds from the issuance of short-term convertible notes payable to non-related parties.

Debt Instruments, Guarantees, and Related Covenants

We have no disclosures required by this item.

Critical Accounting Policies

The preparation of our condensed consolidated 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 our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no changes to our significant accounting policies since December 31, 2014.

ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 4 - Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of the end of the three month period ended September 30, 2015, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

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

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

During the three months ended September 30, 2015, we had the following unregistered sales of equity securities:

On July 7, 2015, we issued 10,445,662 shares of our common stock to a non-affiliate holder of one of our outstanding convertible promissory notes pursuant to a notice of conversion submitted to us from the holder notifying us of their election to convert $10,967.95 of principal and interest due under the promissory note into the shares. Due to the length of time since the holder lent us the funds and that the holder has held the note, the shares were issued without a standard Rule 144 restrictive legend. Based on the representations of the investor in the Convertible Promissory Note and the Notice of Conversion, the issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor was accredited and sophisticated, familiar with our operations, and there was no solicitation.

On July 28, 2015, we entered into a Convertible Promissory Note (the "Note") with an accredited investor (the "Accredited Investor") under which the Accredited Investor agreed to loan us up to Five Hundred Thousand Dollars ($500,000). The Note bears interest at Ten Percent (10%) per annum and matures nine (9) months after each tranche is loaned to us. Under the terms of the Note, the Accredited Investor agreed to loan us Sixty Five Thousand Dollars ($65,000) upon execution of the Note and can loan us the additional amounts up to Five Hundred Thousand Dollars ($500,000) at any time in their sole discretion. The Accredited Investor has the right, at any time after July 28, 2015, at its election, to convert all or part of the amounts due to it under the Note into shares of our common stock. The conversion price shall be the lesser of (a) $0.003 per share of our common stock or (b) Fifty Percent (50%) of the average of the three (3) lowest trade prices on three (3) separate trading days of our common stock recorded after July 28, 2015, or (c) the lowest effective price per share granted to any person or entity after July 28, 2015 to acquire our common stock or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire our common stock or outstanding our common stock equivalents, excluding any lower price per share offered to any of our officers and directors. However, the Accredited Investor may not convert the amounts due under the Note into shares of our common stock if such conversion would cause it to own more than 4.99% of our then-outstanding common stock. The Note also contains piggyback registration rights. In the event we default under the terms of the Note, we owe 150% of the principal amount then due under the Note immediately. Based on the representation and warranties provided by the Accredited Investor in the investment documents, the issuance of the Note was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the Accredited Investor is an accredited investor and is familiar with our operations.

ITEM 3 - Defaults Upon Senior Securities

As of September 30, 2015, we are delinquent on convertible notes payable – related party totaling $1,456,254. The convertible notes payable – related party matured on December 31, 2014.

As of the date of the filing of this report, we are delinquent on convertible notes payable – non-related party with principal balances totaling $292,569. These notes matured on December 31, 2014 and September 30, 2015.

We are currently discussing extensions of the maturity dates for the delinquent notes payable with the various lenders.

ITEM 4 - Mine Safety Disclosures

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

ITEM 5 - Other Information

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

ITEM 6 - Exhibits

3.1 (1)

Articles of Incorporation of Freeze Tag, Inc.

3.2 (1)

Articles of Amendment to Articles of Incorporation

3.3 (1)

Bylaws of Freeze Tag, Inc.

3.4 (10)

Articles of Amendment to Certificate of Incorporation February 4, 2014

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

10.14 (5)

Securities Purchase Agreement with Asher Enterprises, Inc. dated September 16, 2011

10.15 (5)

Convertible Promissory Note with Asher Enterprises, Inc. dated September 16, 2011

10.16 (6)

Securities Purchase Agreement with Asher Enterprises, Inc. dated December 6, 2011

10.16 (6)

Convertible Promissory Note with Asher Enterprises, Inc. dated December 6, 2011

10.17 (7)

Letter Agreement with Crucible Capital, Inc. dated February 29, 2012

10.18 (8)

Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated July 21, 2011

10.19 (8)

Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated September 16, 2011

10.20 (8)

Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated December 6, 2011

10.21 (8)

Amendment No. 1 to Promissory Note with The Lebrecht Group, APLC dated November 17, 2011

10.22 (9)

Convertible Promissory Note (10%) dated December 20, 2013 – Accredited Investor

10.23 (9)

Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Debt

10.24 (9)

Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Salary

10.25 (9)

Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Salary

10.26 (9)

Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Debt

10.27 (9)

Convertible Promissory Note (10%) dated December 31, 2013 – Robert Cowdell

10.28 (11)

Convertible Promissory Note (10%) dated September 30, 2014 – Holland Family Trust

10.29 (11)

Convertible Promissory Note (10%) dated September 30, 2014 – Craig Holland

10.30 (12)

Consulting and Co-Development Agreement with Gogii Games Corp. dated November 17, 2014 (Redacted Version)

10.31 (12)

Convertible Promissory Note with an accredited investor dated February 11, 2015

10.32 (12)

Master Development Agreement with TIC TOC STUDIOS, LLC dated February 18, 2015 (Redacted Version)

10.33*

Convertible Promissory Note with an accredited investor dated July 28, 2015

10.34*

Amendment to Convertible Promissory Note dated December 31, 2013 – Craig Holland

10.35*

Amendment to Convertible Promissory Note dated December 31, 2013 – Mick Donahoo

10.36*

Amendment to Convertible Promissory Note with an accredited investor dated December 30, 2013

31.1*

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

31.2*

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

32.1*

Section 1350 Certification of Chief Executive Officer

32.2*

Section 1350 Certification of Chief Financial Officer.

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

___________

*

Filed herewith.

**

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

(1)
Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on August 16, 2010.

(2)
Incorporated by reference from Amendment No. 2 to our Registration Statement on Form S-1/A2, filed with the Commission on October 25, 2010.

(3)
Incorporated by reference from Current Report on Form 8-K filed with the Commission on August 3, 2011.

(4)
Incorporated by reference from Quarterly Report on Form 10-Q for the period ended June 30, 2011 filed with the Commission on August 15, 2011.

(5)
Incorporated by reference from Current Report on Form 8-K filed with the Commission on September 21, 2011.

(6)
Incorporated by reference from Current Report on Form 8-K filed with the Commission on December 23, 2011.

(7)
Incorporated by reference from Current Report on Form 8-K filed with the Commission on March 8, 2012.

(8)
Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 30, 2012.

(9)
Incorporated by reference from Current Report on Form 8-K filed with the Commission on October 4, 2013.

(10)
Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 31, 2014.

(11)
Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2014.

(12)
Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Freeze Tag, Inc.

Dated: November 16, 2015

/s/ Craig Holland

By:

Craig Holland

Its:

President and Chief Executive Officer

EXHIBIT 10.33

CONVERTIBLE PROMISSORY NOTE

$500,000

FOR VALUE RECEIVED, Freeze Tag, Inc. , a Delaware corporation, (the "Borrower") with approximately 233,285,127 shares of common stock issued and outstanding, promises to pay to Accredited Investor , or its assignees (the "Lender") the Principal Sum along with the Interest and any other fees according to the terms herein (this "Note"). This Note shall become effective on July 28, 2015 (the "Effective Date").

The Principal Sum is Five Hundred Thousand Dollars ( $500,000 ) plus accrued and unpaid interest. The Consideration is Five Hundred Thousand Dollars ( $500,000 ) payable by wire . The Lender shall pay Thirty Thousand Dollars ($65,000) of the Consideration upon execution of this Note (the "Initial Consideration"). The Lender may pay additional Consideration to the Borrower in such amounts as the Lender may choose in its sole discretion (the "Additional Consideration"). The Principal Sum due to the Lender, and as referenced hereinafter, shall be the Initial Consideration plus any Additional Consideration actually paid by the Lender such that the Borrower is only required to repay the amount funded and the Borrower is not required to repay any unfunded portion of this Note, nor shall any interest or other rights or remedies granted herein extend to any unfunded portion of this Note.

1.
Maturity Date . The Maturity Date is nine ( 9 ) months from the Effective Date of each payment of Consideration (the "Maturity Date") and is the date upon which the Principal Sum of this Note and unpaid interest and fees (the "Note Amount") shall be due and payable.

2.
Interest . This Note shall bear interest at the rate of Ten Percent ( 10% ) per year.

3.
Conversion . The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the "Common Stock"). The conversion price (the "Conversion Price") shall be the lesser of (a) $0.003 per share of Common Stock or (b) Fifty Percent ( 50% ) of the average of the three ( 3 ) lowest trade prices on three ( 3 ) separate trading days of Common Stock recorded after the original Effective Date of this Note, July 28, 2015 , or (c) the lowest effective price per share granted to any person or entity after the Effective Date to acquire Common Stock or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents; however, this Section 3(c) shall exclude any lower price per share offered to officers and directors of the Borrower (the "Conversion Price"). The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the "Conversion Notice") may be delivered to Borrower by method of Lender's choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender within three (3) business days of Conversion Notice delivery. The Lender shall pay the transfer agent fees for the issuance of share certificates. If the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, then upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System ("DRS"). If the Borrower is not participating in the DTC FAST program, then after receiving the Initial Consideration, the Borrower agrees to begin a good faith effort to apply and cause the approval for participation in the DTC FAST program. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

4.
Conversion Delays . If Borrower fails to deliver shares in accordance with the timeframe stated in Section 3 , the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower (under the Lender's and the Borrower's expectations that any returned conversion amounts shall tack back to the original date of this Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such penalty shall be added to the Principal Sum of this Note (under the Lender's and the Borrower's expectations that any penalty amounts shall tack back to the original date of this Note consistent with applicable securities laws). If the Borrower is unable to deliver shares under this provision, due to an insufficient number of authorized and unissued shares available, the Lender agrees not to force the Borrower to issue the shares or trigger an Event of Default, provided that the Borrower takes immediate steps necessary to obtain the appropriate approval from shareholders and/or the board of directors, where applicable, to increase the number of authorized shares to satisfy the Conversion Notice.

5.
Limitation of Conversions. In no event shall the Lender be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Lender upon, at the election of the Lender, not less than 61 days prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Lender, as may be specified in such notice of waiver).

6.
Payment . The Borrower may not prepay this Note prior to the Maturity Date. Within six (6) days prior to the Maturity Date, Borrower shall provide Lender with a written notice to pay the Note Amount on the Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount into shares of Common Stock and the Borrower shall pay the remaining balance of the Note Amount by the Maturity Date, or (c) modify the Maturity Date to be up to eighteen (18) months from the Effective Date.

7.
Piggyback Registration Rights . The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) excluding S-8 registration statements for employee stock grant and option plans, all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. Failure to do so shall result in liquidated damages of Twenty Five Percent ( 25% ) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.

8.
Lender's Representations . The Lender hereby represents and warrants to the Borrower that (i) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) it understands that this Note and the shares of Common Stock underlying this Note (collectively, the "Securities") have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender's investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender's own account for investment and not with a view toward the resale or distribution to others; provided, that Lender may syndicate participations in the Securities among a limited number of participants who all meet the suitability standards of an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act and will share among themselves and the Lender an economic interest in the Securities on a pari passu, pass through basis with investment intent, such that the availability of the private placement exemption for the issuance of the Note under Rule 506 of Regulation D of the Securities Act is preserved, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of this Note has not been reviewed by the United States Securities and Exchange Commission (the "SEC") nor any state regulatory authority since the issuance of this Note is intended to be exempt from the registration requirements of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and (v) the Lender acknowledges receipt and careful review of this Note, the Borrower's filings with the SEC (including without limitation, any risk factors included in the Borrower's most recent Annual Report on Form 10-K), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of the purchase and any additional information that the Lender has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Borrower concerning the Borrower and the terms and conditions of the purchase.

9.
Borrower's Representations . The Borrower hereby represents and warrants to the Lender that (i) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to own, lease, license and use its properties and assets and to carry out the business in which it proposes to engage, and (ii) the Borrower has the requisite corporate power and authority to execute, deliver and perform its obligations under this Note and to issue and sell this Note, and (iii) all necessary proceedings of the Borrower have been duly taken to authorize the execution, delivery, and performance of this Note, and when this Note is executed and delivered by the Borrower, it will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

10.
Default . The following are events of default under this Note: (i) the Borrower shall fail to pay any principal under this Note when due and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other amount under this Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Borrower; or (viii) the Borrower shall lose its status as "DTC Eligible" or the Borrower's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) the Borrower shall commit a material breach of any of its covenants, representations or warranties in this Note.

11.
Remedies . In the event of any default, the funded portion of the Note Amount shall become immediately due and payable at the Mandatory Default Amount. The Mandatory Default Amount shall be 150% of the funded portion of the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on the Mandatory Default Amount shall accrue at a default interest rate equal to the lesser of ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. While the Mandatory Default Amount is outstanding and default interest is accruing, the Lender shall have all rights as a holder of this Note until such time as the Lender receives full payment pursuant to this paragraph, or has converted all the remaining Mandatory Default Amount and any other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

12.
No Shorting . Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

13.
Assignability . The Borrower may not assign this Note. This Note shall be binding upon the Borrower and its successors and shall inure to the benefit of the Lender and its successors and assigns and may be assigned by the Lender, in whole or in part, to anyone of its choosing without Borrower's approval subject to applicable securities laws. Lender covenants not to engage in any unregistered public distribution of the Note when making any assignments.

14.
Governing Law . This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of STATE HERE , without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of STATE HERE or in the federal courts located in COUNTY HERE , in the State of STATE HERE . Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

15.
Delivery of Process by the Lender to the Borrower . In the event of any action or proceeding by the Lender against the Borrower, and only by the Lender against the Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by the Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most recent SEC filing.

16.
Attorney Fees . In the event any attorney is employed by either party to this Note with regard to any legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding shall be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, including but not limited to post judgment costs, in addition to any other relief to which the prevailing party may be entitled.

17.
Transfer Agent Instructions . In the event that an opinion of counsel, such as but not limited to a Rule 144 opinion, is needed for any matter related to this Note or the Common Stock the Lender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, then the Lender shall provide the Borrower with written notice. Within three (3) business days of receiving written notice, the Borrower shall instruct its transfer agent to rely upon valid legal opinions from the Lender's counsel. A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the reliance instruction is delivered to the transfer agent. If the Lender requests that the Borrower's counsel issue an opinion, then the Borrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144, so long as such treatment is not inconsistent with Rule 144's applicable tacking provisions. The Borrower warrants that it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for the Securities to be issued to the Lender and it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Lender by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note may be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of these provisions, that the Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

18.
Reservation of Shares . At all times during which this Note is convertible, the Borrower shall reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note.

19.
Disclosure of Material Non-Public Information. The Borrower agrees not to disclose any ma-terial non-public information to the Lender after the Effective Date. If the Borrower inadvertently discloses any material non-public information to the Lender, then the Borrower shall promptly publicly disclose that information by filing a Form 8-K with the SEC and by any other means necessary to make that information known to the public.

20.
Public Disclosure . The Lender and the Borrower agree not to issue any public statement with respect to the Lender's investment or proposed investment in the Borrower or the terms of any agreement or covenant without the other party's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. The Borrower agrees to reference Lender only as "an accredited investor" and attach only a form copy this Note in any of the Borrower's filings with the Securities and Exchange Commission or any other public filings, except such full disclosures as may be required under applicable law or under any applicable order, rule or regulation.

21.
Notices . Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices shall be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

IN WITNESS WHEREOF, the authorized agents of the Borrower and the Lender have caused this Note to be duly executed as of the Effective Date.

Freeze Tag, Inc.

(the "Borrower")

By:

Craig Holland

Chief Executive Officer

Accredited Investor

(the "Lender")

By:

Accredited Investor Name

Accredited Investor Title

EXHIBIT 10.34

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment ("Amendment") is made this 15th day of October, 2015, by and between Freeze Tag, Inc., a Delaware corporation ("Borrower"), on the one hand, and Craig Holland, an individual (the "Lender"), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 31, 2013, and entered into by and between the Parties (the "Note"). Borrower and Lender each shall be referred to herein as a "Party" and collectively as the "Parties". In the event the terms of the Note and this Amendment conflict, the terms of this Amendment control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, in the Note, Lender agreed to loan Borrower money, and in exchange received the Note covering the terms of the loan, which included the right to convert the principal amounts due under the Notes into shares of Borrower's common stock at a discount to the price of Borrower's common stock as quoted over-the-counter as described in the Note (the "Conversion Price");

WHEREAS, the par value of Borrower's common stock is $0.001 per share and under the corporate law of the State of Delaware shares may not be issued at less than par value; and

WHEREAS, due to the quoted price of Borrower's common stock, the Conversion Price may, at times, be less than the par value of Borrower's common stock and, therefore, Borrower has not been able to, or may not be able to, legally issue all the shares of common stock it is obligated to issue upon a conversion of some or all of the Note since the conversions must be done at not less than par value;

WHEREAS, as a result, the Parties have agreed to amend the terms of the Notes to account for the fact that, at times, the Note may not be able to be converted in accordance with its terms, as set forth herein.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1) The Parties agree to modify, and hereby do modify, the terms of the Note as necessary to effect the following: In the event the Lender has issued, or issues, a valid conversion notice under the Note to the Borrower, and the applicable Conversion Price would result in shares of Borrower's common stock being issued at less than the then-par value of Borrower's common stock, then Borrower will effect the requested conversion at Borrower's then-par value, but will add additional amounts to the Note equal to the value of the shares that were not able to be issued due to the Conversion Price being less than par value of the Borrower's common stock.

As an example, if the Borrower's par value for its common stock is $0.001 per share, and if the Lender issues a valid conversion notice under the Note to convert $10,000 due under the Note at a time when the Conversion Price would be $0.0005 (less than par value and would result in 20,000,000 shares of the Borrower's common stock being issued), then the Borrower will issue 10,000,000 shares of its common stock using the Borrower's par value as the conversion price ($10,000/$0.001 = 10,000,000) and will add an additional $5,000 to the Note to account for the 10,000,000 shares that would have been issued to the Borrower had the conversion request been able to be done at $0.0005 (which would have resulted in a total of 20,000,000 shares).

In the event the Lender has issued valid conversion notice in the past and the Borrower was not able to issue the required number of shares of its common stock due to the price per share being below the par value of the Borrower's common stock, the Borrower will add any additional amount from those conversions to the Note in accordance with the formula set forth above.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this Amendment as of the date first above written. This Amendment may be signed in counterparts and facsimile signatures are treated as original signatures.

"Borrower"

Freeze Tag, Inc.

a Delaware corporation

By:

Mick Donahoo

Its:

Chief Financial Officer

"Lender"

Craig Holland

an individual

By:

Craig Holland

Its:

EXHIBIT 10.35

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment ("Amendment") is made this 15th day of October, 2015, by and between Freeze Tag, Inc., a Delaware corporation ("Borrower"), on the one hand, and Mick Donahoo, an individual (the "Lender"), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 31, 2013, and entered into by and between the Parties (the "Note"). Borrower and Lender each shall be referred to herein as a "Party" and collectively as the "Parties". In the event the terms of the Note and this Amendment conflict, the terms of this Amendment control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, the par value of Borrower's common stock is $0.001 per share and under the corporate law of the State of Delaware shares may not be issued at less than par value; and

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

"Borrower"

Freeze Tag, Inc.

a Delaware corporation

By:
Craig Holland

Its:
Chief Executive Officer

"Lender"

Mick Donahoo

an individual

By:
Mick Donahoo

Its:

EXHIBIT 10.36

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Amendment ("Amendment") is made this 15th day of October, 2015, by and between Freeze Tag, Inc., a Delaware corporation ("Borrower"), on the one hand, and an Accredited Investor (the "Lender"), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 20, 2013, and entered into by and between the Parties (the "Note"). Borrower and Lender each shall be referred to herein as a "Party" and collectively as the "Parties". In the event the terms of the Note and this Amendment conflict, the terms of this Amendment control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, the par value of Borrower's common stock is $0.001 per share and under the corporate law of the State of Delaware shares may not be issued at less than par value; and

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

"Borrower"

Freeze Tag, Inc.

a Delaware corporation

By:
Mick Donahoo

Its:
Chief Financial Officer

"Lender"

Accredited Investor

By:

Accredited Investor Name

Its:

EXHIBIT 31.1

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

I, Craig Holland, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Freeze Tag, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 16, 2015

By:

/s/ Craig Holland

Craig Holland

Chief Executive Officer

EXHIBIT 31.2

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

I, Mick Donahoo, certify that:

Dated: November 16, 2015

By:

/s/ Mick Donahoo

Mick Donahoo

Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Freeze Tag, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), I, Craig Holland, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 16, 2015

By:

/s/ Craig Holland

Craig Holland

Chief Executive Officer

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

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Freeze Tag, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on or about the date hereof (the "Report"), I, Mick Donahoo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

Dated: November 16, 2015

By:

/s/ Mick Donahoo

Mick Donahoo

Chief Financial Officer

Delaware		20-4532392
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

18062 Irvine Blvd, Suite 103 Tustin, California		92780
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS

Current assets:
Cash	$	29,382		$	14,688
Accounts receivable, net of allowance of $5,600		8,769			16,197
Prepaid expenses and other current assets		4,768			8,245
Total current assets		42,919			39,130

	$	42,919		$	39,130

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	117,665		$	116,150
Accrued expenses		490,797			495,315
Accrued interest payable – related party		177,026			68,106
Accrued interest payable		116,660			41,385
Unearned royalties		196,791			202,499
Convertible notes payable – related party		1,456,254			1,456,254
Convertible notes payable, net of discount of $214,163 and $343,902, respectively		1,216,406			412,841
Derivative liabilities		701,455			438,374
Total current liabilities		4,473,054			3,230,924

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock; $0.001 par value, 500,000,000 shares authorized, 255,166,405 and 184,518,250 shares issued and outstanding, respectively		255,165			184,517
Additional paid-in capital		3,881,407			3,720,722
Common stock payable		16,800			16,800
Accumulated deficit		(8,583,507	)		(7,113,833	)
Total stockholders' deficit		(4,430,135	)		(3,191,794	)

	$	42,919		$	39,130

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014

Revenues	$	7,542		$	10,506		$	23,068		$	38,450

Operating costs and expenses:
Cost of sales		91,395			38,928			332,764			89,588
Selling, general and administrative expenses		129,980			120,234			414,520			413,938
Depreciation and amortization expense		-			228			-			12,428

Total operating costs and expenses		221,375			159,390			747,284			515,954

Loss from operations		(213,833	)		(148,884	)		(724,216	)		(477,504	)

Other income (expense):
Interest expense, net		(225,390	)		(245,091	)		(669,835	)		(606,204	)
Gain (loss) on change in derivative liabilities		145,300			148,832			(75,222	)		(6,760	)

Total other income (expense)		(80,090	)		(96,259	)		(745,057	)		(612,964	)

Loss before income taxes		(293,923	)		(245,143	)		(1,469,273	)		(1,090,468	)
Provision for income taxes		-			-			400			1,267

Net loss	$	(293,923	)	$	(245,143	)	$	(1,469,673	)	$	(1,091,735	)

Weighted average number of common shares outstanding – basic and diluted		254,371,626			99,938,817			225,457,629			99,938,817

Loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Non-cash transactions:
Conversion of debt to common shares	$	64,174	$	-
Conversion of accrued interest to common shares		8,778		-
Conversion of derivative liabilities to common shares		158,381		-
Debt discount due to derivative		346,240		489,049
Conversion of accrued interest to convertible debt – related party		-		72,107
Issuance of preferred shares for preferred stock payable		-		30,700
Beneficial conversion feature		-		(50,000	)

	September 30, 2015		December 31, 2014

Accrued vacation	$	65,126	$	68,344
Accrued royalties		407,547		406,790
Technology payable		18,000		18,000
Other		124		2,181

	$	490,797	$	495,315

	September 30, 2015		December 31, 2014

Convertible note payable to the Holland Family Trust, maturing on September 30, 2015, with interest at 10%	$	222,572	$	222,572
Convertible note payable to Craig Holland, maturing on September 30, 2015, with interest at 10%		813,602		813,602
Convertible note payable to Craig Holland, maturing on December 31, 2014, with interest at 10%		186,450		186,450
Convertible note payable to Mick Donahoo, maturing on December 31, 2014, with interest at 10%		186,450		186,450
Convertible note payable to Craig Holland, maturing on December 31, 2014, with interest at 10%		11,532		11,532
Convertible note payable to Mick Donahoo, maturing on December 31, 2014, with interest at 10%		35,648		35,648

Total	$	1,456,254	$	1,456,254

	September 30, 2015		December 31, 2014
Convertible note payable to Robert Cowdell, maturing on December 31, 2014, with interest at 10%	$	61,443	$	61,443
Convertible note payable to an accredited investor, with interest at 10%		-		45,300
Convertible note payable to an accredited investor, maturing on September 30, 2015, with interest at 10%		31,126		50,000
Convertible note payable to an accredited investor, maturing on September 30, 2015, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on September 30, 2015, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on September 30, 2015, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on September 30, 2015, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000		50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000		50,000

Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		100,000			100,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		50,000			50,000
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		70,000			-
Convertible note payable to an accredited investor, maturing on June 25, 2016, with interest at 10%		30,000			-
Convertible note payable to an accredited investor, maturing on November 11, 2015, with interest at 10%		30,000			-
Convertible note payable to an accredited investor, maturing on November 25, 2015, with interest at 10%		40,000			-
Convertible note payable to an accredited investor, maturing on December 10, 2015, with interest at 10%		110,000			-
Convertible note payable to an accredited investor, maturing on January 17, 2016, with interest at 10%		88,000			-
Convertible note payable to an accredited investor, maturing on February 22, 2016, with interest at 10%		90,000			-
Convertible note payable to an accredited investor, maturing on March 23, 2016, with interest at 10%		90,000			-
Convertible note payable to an accredited investor, maturing on April 28, 2016, with interest at 10%		65,000			-
Convertible note payable to an accredited investor, maturing on April 21, 2016, with interest at 10%		65,000			-
Convertible note payable to an accredited investor, maturing on June 24, 2016, with interest at 10%		60,000			-

Total		1,430,569			756,743

Less discount		(214,163	)		(343,902	)

	$	1,216,406		$	412,841

September 30, 2015	Total		Level 1		Level 2		Level 3		Losses (Gains)

Derivative liabilities	$	701,455	$	-	$	-	$	701,455	$	75,222

December 31, 2014	Total		Level 1		Level 2		Level 3		Losses (Gains)

Derivative liabilities	$	438,374	$	-	$	-	$	438,374	$	(241,154	)

Balance, December 31, 2014	$	438,374
Increases in derivative value due to new issuances of notes		346,240
Derivative adjustment due to debt conversion		(158,381	)
Change in fair value of derivative liabilities		75,222

Balance, September 30, 2015	$	701,455

	·	Stock prices on all measurement dates were based on the fair market value
	·	Down round protection is based on the subsequent issuance of common stock at prices less than the conversion feature
	·	The probability of future financing was estimated at 100%
	·	Computed volatility ranging from 299% to 310%

			Weighted Average
	Shares		Exercise Price

Outstanding, December 31, 2014		560,000	$	0.10

Granted		-		-
Canceled / Expired		-		-
Exercised		-		-

Outstanding, September 30, 2015		560,000	$	0.10

3.1 (1)	Articles of Incorporation of Freeze Tag, Inc.

3.2 (1)	Articles of Amendment to Articles of Incorporation

3.3 (1)	Bylaws of Freeze Tag, Inc.

3.4 (10)	Articles of Amendment to Certificate of Incorporation February 4, 2014

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

10.14 (5)	Securities Purchase Agreement with Asher Enterprises, Inc. dated September 16, 2011

10.15 (5)	Convertible Promissory Note with Asher Enterprises, Inc. dated September 16, 2011

10.16 (6)	Securities Purchase Agreement with Asher Enterprises, Inc. dated December 6, 2011

10.16 (6)	Convertible Promissory Note with Asher Enterprises, Inc. dated December 6, 2011

10.17 (7)	Letter Agreement with Crucible Capital, Inc. dated February 29, 2012

10.18 (8)	Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated July 21, 2011

10.19 (8)	Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated September 16, 2011

10.20 (8)	Amendment No. 1 to Securities Purchase Agreement with Asher Enterprises, Inc. dated December 6, 2011

10.21 (8)	Amendment No. 1 to Promissory Note with The Lebrecht Group, APLC dated November 17, 2011

10.22 (9)	Convertible Promissory Note (10%) dated December 20, 2013 – Accredited Investor

10.23 (9)	Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Debt

10.24 (9)	Convertible Promissory Note (10%) dated December 31, 2013 – Craig Holland Salary

10.25 (9)	Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Salary

10.26 (9)	Convertible Promissory Note (10%) dated December 31, 2013 – Mick Donahoo Debt

10.27 (9)	Convertible Promissory Note (10%) dated December 31, 2013 – Robert Cowdell

10.28 (11)	Convertible Promissory Note (10%) dated September 30, 2014 – Holland Family Trust

10.29 (11)	Convertible Promissory Note (10%) dated September 30, 2014 – Craig Holland

10.30 (12)	Consulting and Co-Development Agreement with Gogii Games Corp. dated November 17, 2014 (Redacted Version)

10.31 (12)	Convertible Promissory Note with an accredited investor dated February 11, 2015

10.32 (12)	Master Development Agreement with TIC TOC STUDIOS, LLC dated February 18, 2015 (Redacted Version)

10.33*	Convertible Promissory Note with an accredited investor dated July 28, 2015

10.34*	Amendment to Convertible Promissory Note dated December 31, 2013 – Craig Holland

10.35*	Amendment to Convertible Promissory Note dated December 31, 2013 – Mick Donahoo

10.36*	Amendment to Convertible Promissory Note with an accredited investor dated December 30, 2013

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

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

32.1*	Section 1350 Certification of Chief Executive Officer

32.2*	Section 1350 Certification of Chief Financial Officer.

101.INS**	XBRL Instance Document

101.SCH**	XBRL Taxonomy Extension Schema Document

101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**	XBRL Taxonomy Extension Label Linkbase Document

101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

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

(1)	Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on August 16, 2010.

(2)	Incorporated by reference from Amendment No. 2 to our Registration Statement on Form S-1/A2, filed with the Commission on October 25, 2010.

(3)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on August 3, 2011.

(4)	Incorporated by reference from Quarterly Report on Form 10-Q for the period ended June 30, 2011 filed with the Commission on August 15, 2011.

(5)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on September 21, 2011.

(6)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on December 23, 2011.

(7)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on March 8, 2012.

(8)	Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 30, 2012.

(9)	Incorporated by reference from Current Report on Form 8-K filed with the Commission on October 4, 2013.

(10)	Incorporated by reference from Annual Report on Form 10-K filed with the Commission on March 31, 2014.

(11)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2014.

(12)	Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015.

	Freeze Tag, Inc.

Dated: November 16, 2015		/s/ Craig Holland
	By:	Craig Holland
	Its:	President and Chief Executive Officer

1.	Maturity Date . The Maturity Date is nine ( 9 ) months from the Effective Date of each payment of Consideration (the "Maturity Date") and is the date upon which the Principal Sum of this Note and unpaid interest and fees (the "Note Amount") shall be due and payable.

2.	Interest . This Note shall bear interest at the rate of Ten Percent ( 10% ) per year.

3.	Conversion . The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the Note Amount into shares of fully paid and non-assessable shares of common stock of the Borrower (the "Common Stock"). The conversion price (the "Conversion Price") shall be the lesser of (a) $0.003 per share of Common Stock or (b) Fifty Percent ( 50% ) of the average of the three ( 3 ) lowest trade prices on three ( 3 ) separate trading days of Common Stock recorded after the original Effective Date of this Note, July 28, 2015 , or (c) the lowest effective price per share granted to any person or entity after the Effective Date to acquire Common Stock or adjust, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents; however, this Section 3(c) shall exclude any lower price per share offered to officers and directors of the Borrower (the "Conversion Price"). The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the "Conversion Notice") may be delivered to Borrower by method of Lender's choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from the Borrower to the Lender, with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Borrower shall deliver the shares of Common Stock from any conversion to the Lender within three (3) business days of Conversion Notice delivery. The Lender shall pay the transfer agent fees for the issuance of share certificates. If the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, then upon request of the Lender and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), or are effectively registered under the Securities Act, the Borrower shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Lender through the DTC Direct Registration System ("DRS"). If the Borrower is not participating in the DTC FAST program, then after receiving the Initial Consideration, the Borrower agrees to begin a good faith effort to apply and cause the approval for participation in the DTC FAST program. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

4.	Conversion Delays . If Borrower fails to deliver shares in accordance with the timeframe stated in Section 3 , the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower (under the Lender's and the Borrower's expectations that any returned conversion amounts shall tack back to the original date of this Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such penalty shall be added to the Principal Sum of this Note (under the Lender's and the Borrower's expectations that any penalty amounts shall tack back to the original date of this Note consistent with applicable securities laws). If the Borrower is unable to deliver shares under this provision, due to an insufficient number of authorized and unissued shares available, the Lender agrees not to force the Borrower to issue the shares or trigger an Event of Default, provided that the Borrower takes immediate steps necessary to obtain the appropriate approval from shareholders and/or the board of directors, where applicable, to increase the number of authorized shares to satisfy the Conversion Notice.

5.	Limitation of Conversions. In no event shall the Lender be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Lender upon, at the election of the Lender, not less than 61 days prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Lender, as may be specified in such notice of waiver).

6.	Payment . The Borrower may not prepay this Note prior to the Maturity Date. Within six (6) days prior to the Maturity Date, Borrower shall provide Lender with a written notice to pay the Note Amount on the Maturity Date. Within three (3) days of receiving written notice, the Lender shall elect to either (a) accept payment of the Note Amount or (b) convert any part of the Note Amount into shares of Common Stock and the Borrower shall pay the remaining balance of the Note Amount by the Maturity Date, or (c) modify the Maturity Date to be up to eighteen (18) months from the Effective Date.

7.	Piggyback Registration Rights . The Borrower shall include on the next registration statement the Borrower files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) excluding S-8 registration statements for employee stock grant and option plans, all shares of Common Stock issuable upon conversion of this Note unless such shares of Common Stock are eligible for resale under Rule 144. Failure to do so shall result in liquidated damages of Twenty Five Percent ( 25% ) of the outstanding principal balance of this Note being immediately due and payable to the Lender at its election in the form of cash payment or addition to the balance of this Note.

8.	Lender's Representations . The Lender hereby represents and warrants to the Borrower that (i) it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, (ii) it understands that this Note and the shares of Common Stock underlying this Note (collectively, the "Securities") have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Lender's investment intention; in this connection, the Lender hereby represents that it is purchasing the Securities for the Lender's own account for investment and not with a view toward the resale or distribution to others; provided, that Lender may syndicate participations in the Securities among a limited number of participants who all meet the suitability standards of an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act and will share among themselves and the Lender an economic interest in the Securities on a pari passu, pass through basis with investment intent, such that the availability of the private placement exemption for the issuance of the Note under Rule 506 of Regulation D of the Securities Act is preserved, (iii) the Lender, if an entity, further represents that it was not formed for the purpose of purchasing the Securities, (iv) the Lender acknowledges that the issuance of this Note has not been reviewed by the United States Securities and Exchange Commission (the "SEC") nor any state regulatory authority since the issuance of this Note is intended to be exempt from the registration requirements of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, and (v) the Lender acknowledges receipt and careful review of this Note, the Borrower's filings with the SEC (including without limitation, any risk factors included in the Borrower's most recent Annual Report on Form 10-K), and any documents which may have been made available upon request as reflected therein, and hereby represents that it has been furnished by the Borrower with all information regarding the Borrower, the terms and conditions of the purchase and any additional information that the Lender has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Borrower concerning the Borrower and the terms and conditions of the purchase.

9.	Borrower's Representations . The Borrower hereby represents and warrants to the Lender that (i) the Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full power and authority to own, lease, license and use its properties and assets and to carry out the business in which it proposes to engage, and (ii) the Borrower has the requisite corporate power and authority to execute, deliver and perform its obligations under this Note and to issue and sell this Note, and (iii) all necessary proceedings of the Borrower have been duly taken to authorize the execution, delivery, and performance of this Note, and when this Note is executed and delivered by the Borrower, it will constitute the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

10.	Default . The following are events of default under this Note: (i) the Borrower shall fail to pay any principal under this Note when due and payable (or payable by conversion) thereunder; or (ii) the Borrower shall fail to pay any interest or any other amount under this Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Borrower; or (viii) the Borrower shall lose its status as "DTC Eligible" or the Borrower's shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (ix) the Borrower shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) the Borrower shall commit a material breach of any of its covenants, representations or warranties in this Note.

11.	Remedies . In the event of any default, the funded portion of the Note Amount shall become immediately due and payable at the Mandatory Default Amount. The Mandatory Default Amount shall be 150% of the funded portion of the Note Amount. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on the Mandatory Default Amount shall accrue at a default interest rate equal to the lesser of ten percent (10%) per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Lender need not provide, and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. While the Mandatory Default Amount is outstanding and default interest is accruing, the Lender shall have all rights as a holder of this Note until such time as the Lender receives full payment pursuant to this paragraph, or has converted all the remaining Mandatory Default Amount and any other outstanding fees and interest into Common Stock under the terms of this Note. In the event of any default and at the request of the Lender, the Borrower shall file a registration statement with the SEC to register all shares of Common Stock issuable upon conversion of this Note that are otherwise eligible to have their restrictive transfer legend removed under Rule 144 of the Securities Act. Nothing herein shall limit Lender's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Borrower's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

12.	No Shorting . Lender agrees that so long as this Note from Borrower to Lender remains outstanding, the Lender shall not, Lender's affiliates shall not, and Lender will not direct any third parties to, enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a short position with respect to the Common Stock of the Borrower. The Borrower acknowledges and agrees that upon delivery of a Conversion Notice by the Lender, the Lender immediately owns the shares of Common Stock described in the Conversion Notice and any sale of those shares issuable under such Conversion Notice would not be considered short sales.

13.	Assignability . The Borrower may not assign this Note. This Note shall be binding upon the Borrower and its successors and shall inure to the benefit of the Lender and its successors and assigns and may be assigned by the Lender, in whole or in part, to anyone of its choosing without Borrower's approval subject to applicable securities laws. Lender covenants not to engage in any unregistered public distribution of the Note when making any assignments.

14.	Governing Law . This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of STATE HERE , without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of STATE HERE or in the federal courts located in COUNTY HERE , in the State of STATE HERE . Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

15.	Delivery of Process by the Lender to the Borrower . In the event of any action or proceeding by the Lender against the Borrower, and only by the Lender against the Borrower, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by the Lender via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Borrower at its last known attorney as set forth in its most recent SEC filing.

16.	Attorney Fees . In the event any attorney is employed by either party to this Note with regard to any legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party in such proceeding shall be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, including but not limited to post judgment costs, in addition to any other relief to which the prevailing party may be entitled.

17.	Transfer Agent Instructions . In the event that an opinion of counsel, such as but not limited to a Rule 144 opinion, is needed for any matter related to this Note or the Common Stock the Lender has the right to have any such opinion provided by its counsel. If the Lender chooses to have its counsel provide such opinion, then the Lender shall provide the Borrower with written notice. Within three (3) business days of receiving written notice, the Borrower shall instruct its transfer agent to rely upon valid legal opinions from the Lender's counsel. A penalty of $2,000 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the reliance instruction is delivered to the transfer agent. If the Lender requests that the Borrower's counsel issue an opinion, then the Borrower shall cause the issuance of the requested opinion within three (3) business days. A penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of request) until the requested opinion is delivered. The Lender and the Borrower agree that all penalty amounts shall be added to the Principal Sum of this Note and shall tack back to the Effective Date of this Note, with respect to the holding period under Rule 144, so long as such treatment is not inconsistent with Rule 144's applicable tacking provisions. The Borrower warrants that it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for the Securities to be issued to the Lender and it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for the Securities when required by this Note. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Lender by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note may be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of these provisions, that the Lender shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

18.	Reservation of Shares . At all times during which this Note is convertible, the Borrower shall reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note.

19.	Disclosure of Material Non-Public Information. The Borrower agrees not to disclose any ma-terial non-public information to the Lender after the Effective Date. If the Borrower inadvertently discloses any material non-public information to the Lender, then the Borrower shall promptly publicly disclose that information by filing a Form 8-K with the SEC and by any other means necessary to make that information known to the public.

20.	Public Disclosure . The Lender and the Borrower agree not to issue any public statement with respect to the Lender's investment or proposed investment in the Borrower or the terms of any agreement or covenant without the other party's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. The Borrower agrees to reference Lender only as "an accredited investor" and attach only a form copy this Note in any of the Borrower's filings with the Securities and Exchange Commission or any other public filings, except such full disclosures as may be required under applicable law or under any applicable order, rule or regulation.

21.	Notices . Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices shall be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

	Freeze Tag, Inc. (the "Borrower")

	By:
		Craig Holland
		Chief Executive Officer


	Accredited Investor (the "Lender")

	By:
		Accredited Investor Name
		Accredited Investor Title

"Borrower"

Freeze Tag, Inc.
a Delaware corporation


By:	Mick Donahoo
Its:	Chief Financial Officer


"Lender"

Craig Holland
an individual


By:	Craig Holland
Its:

1.	I have reviewed this Quarterly Report on Form 10-Q of Freeze Tag, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: