Forward-Looking Statements

This Quarterly Report on Form 10-Q of Freeze Tag, Inc. ("Freeze Tag" or the "Company") for the three months ended March 31, 2022 contains forward-looking statements, principally in this Section and "Business." Generally, you can identify these statements because they use words like "anticipates," "believes," "expects," "future," "intends," "plans," and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as any cautionary language in this Quarterly Report on Form 10-Q and our last Annual Report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated include but are not limited to: distributors not accepting our games; price reductions; unforeseen delays in game production; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel. As noted in our risk factors in our Annual Report on Form 10-K for year ended December 31, 2021, we are also closely monitoring the ongoing COVID-19 pandemic and its effects on our business, as well as its effects on general market and economic conditions.





Summary Overview


Freeze Tag, Inc. is a creator of location-based, mobile social games that are fun and engaging for consumers and businesses. Based on a free-to-play business model that has propelled games built and marketed by some of our competitors to worldwide success, we employ state-of-the-art data analytics and proprietary technology to dynamically optimize the gaming experience for revenue generation. Players can download and enjoy our games for free, and, if they so choose, they can purchase virtual items and additional features within the game to increase the fun factor.

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

We also offer our technology and services to businesses that want to leverage our expertise in location-based mobile gaming in their marketing and branding programs. For example, our Eventzee solution allows businesses to create private scavenger hunts in physical places such as malls, tradeshows, company events or campuses to create immersive brand experiences.





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We are closely monitoring the coronavirus pandemic and the directives from federal and local authorities regarding not only our workforce, but how it impacts both the companies we work with for the development of our games and apps, and our users. We believe these social distancing and "stay-at-home" regulations may negatively impact our users and their ability to play our geolocation games for the foreseeable future. The extent and duration of this impact is difficult to predict at this time.

Central to Freeze Tag's core strategy is capitalizing on fast-growing trends in the mobile applications world, including geofencing and location-based advertising. We plan to leverage the combined company's proprietary technology and expertise to create more exciting location-based experiences in our games. Throughout 2022, we plan to continue to explore opportunities to incorporate geofencing into our applications, and then, when the time is right, we will examine opportunities to introduce advertising opportunities to Freeze Tag clients and customers.

Beginning in the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, sells merchandise to the geocaching industry.





Going Concern Uncertainty


The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As shown in the accompanying condensed consolidated financial statements, the Company incurred net loss of $22,647 and used net cash of $8,917 for the three months ended March 31, 2022. As of March 31, 2022, the Company had a working capital deficit of $314,588 and a total stockholders' deficit of $317,088. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Management believes that by continuing to implement cost reductions, and by increasing revenue from updated product lines, operating cash flows will be sufficient to support the Company's business plan. However, management is currently evaluating alternative financing sources to fund the Company's current business plan should cash provided by operations be insufficient.

The Company's ability to continue as a going concern is dependent upon successfully executing its plans to attain a successful level of operations. The Company's financial statements do not include any adjustments that might be necessary if it were unable to continue as a going concern.





Critical Accounting Policies


The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs, expenses and related disclosures. These estimates and assumptions are often based on historical experience and judgments that we believe to be reasonable under the circumstances at the time made. However, all such estimates and assumptions are inherently uncertain and unpredictable and actual results may differ. For further information on our significant accounting policies, see Note 2 to our financial statements included in this filing.

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





Revenue Recognition


The Company's revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.





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We determine revenue recognition through the following steps:





    ·   identification of the contract, or contracts, with a customer;
    ·   identification of the performance obligations in the contract;
    ·   determination of the transaction price;
    ·   allocation of the transaction price to the performance obligations in the
        contract; and
    ·   recognition of revenue when, or as, we satisfy a performance obligation.




Intangible Assets



Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in 2017, which are amortized on a straight-line basis over their estimated useful lives of 5 years. Intangible assets are reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees ("ASC stock-based compensation guidance"). Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.





Software Development Costs



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

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

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

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





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Recent Accounting Pronouncements

Although there were new accounting pronouncements issued or proposed by the FASB during the three months ended March 31, 2022 and through the date of filing of this report, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial position or results of operations.

Results of Operations for Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021.





Revenues


Our revenues for the three months ended March 31, 2022 of $515,916 were up $10,060 from revenues of $505,856 for the three months ended March 31, 2021. The primary reason for the increase in revenues year over year was due to increased revenues in our broader portfolio of apps and product offerings.





Cost of Sales


Cost of sales increased $31,960 to $90,237 for the three months ended March 31, 2022 from $58,277 for the three months ended March 31, 2021. The increase was mainly a result of increased server costs and increased physical product costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased $50,753 to $436,278 for the three months ended March 31, 2022 from $487,031 for the three months ended March 31, 2021. The decrease is primarily due to an increase in marketing expenses, offset by a decrease in payroll expenses, stock based compensation and rent expense.





Other Income (Expense)



Total other income (expense) for the three months ended March 31, 2022 of ($12,048) was $353 higher than other income (expense) of ($11,695) for the three months ended March 31, 2021. The change is primarily driven by an increase in interest expense.





Net Loss


As a result of the above, we reported a net loss of $22,647 for the three months ended March 31, 2022 compared to a net loss of $51,147 for the three months ended March 31, 2021.

Liquidity and Capital Resources





Introduction


As of March 31, 2022, we had current assets of $775,240, including cash of $743,909, and current liabilities of $1,089,828, resulting in a working capital deficit of $314,588. In addition, we had a total stockholders' deficit of $317,088 at March 31, 2022.

During the three months ended March 31, 2022, we used net cash of $8,917. Management believes that by continuing to implement cost reductions, and by increasing revenue from updated product lines, operating cash flows will be sufficient to support our business plan. However, management is currently evaluating alternative financing sources to fund our current business plan should cash provided by operations be insufficient. There can be no assurance that we will be successful in these efforts.





Sources and Uses of Cash


We provided net cash of $26,961 from operating activities for the three months ended March 31, 2022. A net loss of $22,647 and increases of our accounts receivable of $1,728 and prepaid expenses and other of $3,958 were more than offset non-cash expenses of $34,938 and increases in our accounts payable of $17,602 and accrued expenses of $2,754.





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By comparison, we used net cash of $8,260 in operating activities for the three months ended March 31, 2021. A net loss of $51,147, an increase in accounts receivable of $10,704, an increase in prepaid and other assets of $3,375 and a decrease in other liabilities of $1,353 were partially offset by non-cash expenses of $45,609, and increases of AP of $3,438 and accrued expenses of $9,272.

We used $33,408 for capitalized software development costs the three months ended March 31, 2022.

Financing activities used $2,470 for loan payments for the three months ended March 31, 2022. For the three months ended March 31, 2021, financing activities provided net cash of $172,021 primarily driven by a new PPP loan to alleviate the impact of the COVID-19 crisis.





Notes Payable - Related Party

As of March 31, 2022, our related party debt was comprised of notes payable totaling $379,825 to Craig Holland, our Chief Executive Officer, and Mick Donahoo, our Chief Financial Officer. These notes are non-interest bearing and mature on December 31, 2022. Of this related party indebtedness, there are two convertible notes payable of $186,450 to each of Messrs. Holland and Donahoo, who have the right, at any time, at their election, to convert all or part of the amount due into shares of fully paid and non-assessable shares of our common stock. The fixed conversion price is $0.02 per share. We have imputed interest on these notes payable using an annual rate of 10%.

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