Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | FREEZE TAG, Inc. | |
Entity Central Index Key | 0001485074 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 75,056,123 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54267 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 20-4532392 | |
Entity Address Address Line 1 | 18062 Irvine Blvd | |
Entity Address Address Line 2 | Suite 103 | |
Entity Address City Or Town | Tustin | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92780 | |
City Area Code | 714 | |
Local Phone Number | 210-3850 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 713,465 | $ 491,639 |
Accounts receivable | 13,695 | 11,471 |
Prepaid expenses and other current assets | 14,510 | 12,621 |
Total current assets | 741,670 | 515,731 |
Property and equipment, net | 34,971 | 43,523 |
Intangible assets, net | 89,590 | 158,200 |
Other assets | 148,586 | 35,267 |
Total assets | 1,014,817 | 752,721 |
Current liabilities: | ||
Accounts payable | 134,816 | 138,731 |
Accrued expenses | 500,108 | 480,358 |
Unearned royalties | 7,543 | 7,543 |
Notes payable - related party, current portion | 379,825 | 379,825 |
Notes payable, current portion | 34,250 | 145,350 |
Other current liabilities | 8,409 | 32,417 |
Total current liabilities | 1,064,951 | 1,184,224 |
Notes payable, net of current portion | 326,123 | 222,263 |
Other long-term liabilities | 15,941 | 20,031 |
Total liabilities | 1,407,015 | 1,426,518 |
Stockholders' deficit: | ||
Preferred stock, $0.00001 par value, 25,000,000 shares authorized: | 0 | 0 |
Common stock; $0.00001 par value, 800,000,000 shares authorized, 75,056,123 shares issued and outstanding | 751 | 751 |
Additional paid-in capital | 9,232,854 | 9,173,194 |
Common stock payable | 16,800 | 16,800 |
Accumulated deficit | (9,642,672) | (9,864,611) |
Total stockholders' deficit | (392,198) | (673,797) |
Total liabilities and stockholders' deficit | 1,014,817 | 752,721 |
Preferred Stock Series B [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.00001 par value, 25,000,000 shares authorized: | 25 | 25 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, $0.00001 par value, 25,000,000 shares authorized: | 44 | 44 |
Total stockholders' deficit | $ 44 | $ 44 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders' deficit | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 75,056,123 | 75,056,123 |
Common stock, shares outstanding | 75,056,123 | 75,056,123 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred Stock Series B [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares issued | 2,480,482 | 2,480,482 |
Preferred stock, shares outstanding | 2,480,482 | 2,480,482 |
Preferred Stock Series C [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares issued | 4,355,000 | 4,355,000 |
Preferred stock, shares outstanding | 4,355,000 | 4,355,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenues | $ 517,158 | $ 473,137 | $ 1,576,826 | $ 1,312,692 |
Operating costs and expenses: | ||||
Cost of sales | 76,128 | 64,979 | 202,254 | 186,852 |
Selling, general and administrative expenses | 401,961 | 438,121 | 1,290,532 | 1,321,749 |
Total operating costs and expenses | 478,089 | 503,100 | 1,492,786 | 1,508,601 |
Income (loss) from operations | 39,069 | (29,963) | 84,040 | (195,909) |
Other income (expense): | ||||
Gain on debt extinguishment | 0 | 0 | 174,420 | 0 |
Other income | 0 | 25,013 | 0 | 26,513 |
Interest expense, net | (12,311) | (10,538) | (36,521) | (31,600) |
Total other income (expense) | (12,311) | 14,475 | 137,899 | (5,087) |
Net income (loss) | $ 26,758 | $ (15,488) | $ 221,939 | $ (200,996) |
Weighted average number of common shares outstanding - basic | 75,056,123 | 75,056,123 | 75,056,123 | 75,056,123 |
Weighted average number of common shares outstanding - diluted | 94,810,241 | 75,056,123 | 95,480,605 | 75,056,123 |
Income (loss) per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Series C Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Common Stock Subscription Receivable | Retained Earnings (Deficit) |
Balance, shares at Dec. 31, 2019 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Dec. 31, 2019 | $ (483,970) | $ 44 | $ 25 | $ 0 | $ 751 | $ 9,093,439 | $ 16,800 | $ 0 | $ (9,595,029) |
Imputed interest on related party debt | 9,470 | 9,470 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,417 | 10,417 | 0 | 0 | 0 | ||||
Net loss | (114,047) | 0 | 0 | 0 | (114,047) | ||||
Balance, shares at Mar. 31, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Mar. 31, 2020 | (578,130) | $ 44 | $ 25 | 0 | $ 751 | 9,113,326 | 16,800 | 0 | (9,709,076) |
Balance, shares at Dec. 31, 2019 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Dec. 31, 2019 | (483,970) | $ 44 | $ 25 | 0 | $ 751 | 9,093,439 | 16,800 | 0 | (9,595,029) |
Imputed interest on related party debt | 28,514 | ||||||||
Stock-based compensation | 31,250 | ||||||||
Net loss | (200,996) | ||||||||
Balance, shares at Sep. 30, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Sep. 30, 2020 | (625,202) | $ 44 | $ 25 | 0 | $ 751 | 9,153,203 | 16,800 | 0 | (9,796,025) |
Balance, shares at Mar. 31, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Mar. 31, 2020 | (578,130) | $ 44 | $ 25 | 0 | $ 751 | 9,113,326 | 16,800 | 0 | (9,709,076) |
Imputed interest on related party debt | 9,470 | 9,470 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,416 | 10,416 | 0 | 0 | 0 | ||||
Net loss | (71,461) | 0 | 0 | 0 | (71,416) | ||||
Balance, shares at Jun. 30, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Jun. 30, 2020 | (629,705) | $ 44 | $ 25 | 0 | $ 751 | 9,133,212 | 16,800 | 0 | (9,780,537) |
Imputed interest on related party debt | 9,574 | 9,574 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,417 | 10,417 | 0 | 0 | 0 | ||||
Net loss | (15,488) | 0 | 0 | 0 | (15,488) | ||||
Balance, shares at Sep. 30, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Sep. 30, 2020 | (625,202) | $ 44 | $ 25 | 0 | $ 751 | 9,153,203 | 16,800 | 0 | (9,796,025) |
Balance, shares at Dec. 31, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Dec. 31, 2020 | (673,797) | $ 44 | $ 25 | 0 | $ 751 | 9,173,194 | 16,800 | 0 | (9,864,611) |
Imputed interest on related party debt | 9,366 | 9,366 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,417 | 10,417 | 0 | 0 | 0 | ||||
Net loss | (51,147) | 0 | 0 | 0 | (51,147) | ||||
Balance, shares at Mar. 31, 2021 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Mar. 31, 2021 | (705,161) | $ 44 | $ 25 | 0 | $ 751 | 9,192,977 | 16,800 | 0 | (9,915,758) |
Balance, shares at Dec. 31, 2020 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Dec. 31, 2020 | (673,797) | $ 44 | $ 25 | 0 | $ 751 | 9,173,194 | 16,800 | 0 | (9,864,611) |
Imputed interest on related party debt | 28,409 | ||||||||
Stock-based compensation | 31,251 | ||||||||
Net loss | 221,939 | ||||||||
Balance, shares at Sep. 30, 2021 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Sep. 30, 2021 | (392,198) | $ 44 | $ 25 | 0 | $ 751 | 9,232,854 | 16,800 | 0 | (9,642,672) |
Balance, shares at Mar. 31, 2021 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Mar. 31, 2021 | (705,161) | $ 44 | $ 25 | 0 | $ 751 | 9,192,977 | 16,800 | 0 | (9,915,758) |
Imputed interest on related party debt | 9,469 | 9,469 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,417 | 10,417 | 0 | 0 | 0 | ||||
Net income | 246,328 | 0 | 0 | 0 | 246,328 | ||||
Balance, shares at Jun. 30, 2021 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Jun. 30, 2021 | (438,947) | $ 44 | $ 25 | 0 | $ 751 | 9,212,863 | 16,800 | 0 | (9,669,430) |
Imputed interest on related party debt | 9,574 | 9,574 | 0 | 0 | 0 | ||||
Stock-based compensation | 10,417 | 10,417 | 0 | 0 | 0 | ||||
Net loss | 26,758 | ||||||||
Net income | 26,758 | 0 | 0 | 0 | 26,758 | ||||
Balance, shares at Sep. 30, 2021 | 4,355,000 | 2,480,482 | 75,056,123 | ||||||
Balance, amount at Sep. 30, 2021 | $ (392,198) | $ 44 | $ 25 | $ 0 | $ 751 | $ 9,232,854 | $ 16,800 | $ 0 | $ (9,642,672) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 221,939 | $ (200,996) |
Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities: | ||
Depreciation and amortization | 77,162 | 76,664 |
Imputed interest expense | 28,409 | 28,514 |
Stock-based compensation | 31,251 | 31,250 |
Loss on disposal of assets | 0 | 801 |
Forgiveness of debt | (174,420) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,224) | (2,197) |
Prepaid expenses and other current assets | (2,742) | 4,146 |
Accounts payable | (3,915) | (10,797) |
Accrued expenses | 19,750 | 44,123 |
Other current liabilities | (4,090) | (20,370) |
Net cash provided by (used by) operating activities | 191,120 | (48,862) |
Cash flows from investing activities: | ||
Capitalized software costs | (136,474) | 0 |
Purchase of property and equipment | 0 | (46,609) |
Net cash used by investing activities | (136,474) | (46,609) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 174,421 | 374,645 |
Payments on notes payable | (7,241) | (4,651) |
Net cash provided by financing activities | 167,180 | 369,994 |
Net increase in cash | 221,826 | 274,523 |
Cash at the beginning of the period | 491,639 | 254,776 |
Cash at the end of the period | 713,465 | 529,299 |
Supplemental disclosure: | ||
Cash paid for income taxes | 800 | 0 |
Cash paid for interest expense | $ 275 | $ 756 |
THE COMPANY AND NATURE OF BUSIN
THE COMPANY AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
THE COMPANY AND NATURE OF BUSINESS | |
NOTE 1 - THE COMPANY AND NATURE OF BUSINESS | NOTE 1 – THE COMPANY AND NATURE OF BUSINESS Nature of Operations Freeze Tag, Inc. (“Freeze Tag” or the “Company”) is a leading creator of mobile location-based games for consumers and businesses. The Company also offers gaming technology and services to businesses that want to leverage mobile gaming in their marketing and branding programs. Beginning in the quarter ended March 31, 2020, our wholly-owned subsidiary, Space Coast Geo Store, LLC, a Florida limited liability company, sells merchandise to the geocaching industry. The LLC was filed with the State of Florida on September 3, 2019 and there was no activity in the entity from the time of filing until it began operations in the quarter ended March 31, 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. The following accounting policies involve significant judgments, assumptions and estimates by management: Revenue Recognition The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, we satisfy a performance obligation. Property and Equipment Property and equipment are stated at cost and is depreciated or amortized using the straight-line method over the estimated useful life of the related asset as follows: Vehicle 5 years Computer equipment 5 years Office furniture and equipment 7 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. Intangible Assets Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in 2017, which are amortized on a straight-line basis over their estimated useful lives of 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. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Income Taxes We account for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement, and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods. The Company has no uncertain tax positions at any of the dates presented. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“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. The Company had stock-based compensation expense recognized in its statements of operations of $31,251 and $31,250 for the nine months ended September 30, 2021 and 2020, respectively. Earnings per Share The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period. For the three months and nine months ended September 30, 2021, the diluted weighted average number of shares is 94,810,241 and 95,480,605 while the basic weighted average number of shares is 75,056,123 because the shares are dilutive due to net income.For the three months and nine months ended September 30, 2020, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. Fair Value of Financial Instruments In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at September 30, 2021 and December 31, 2020. The current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair market value due to their short-term nature. Software Development Costs Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers and artists. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). On a case by case basis, certain software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. For products where proven game engine technology exists, this may occur early in the development cycle. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For most products, technological feasibility is established when a detailed game design document containing sufficient technical specifications written for a proven game engine or framework technology had been created and approved by management. However, technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that were considered ‘research and development’ that are not capitalized are immediately charged to general and administrative expense. Prior to a product’s release, the Company expenses, as part of “Cost of Sales—Product Development,” capitalized costs when the Company believes such amounts are not recoverable. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Cost of Sales—Product Development” based on the straight-line method. The Company evaluates the future recoverability of capitalized software development costs and intellectual property licenses on an annual basis. For products that have been released in prior years, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future years, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; orders for the product prior to its release; and, for any sequel product, estimated performance based on the performance of the product on which the sequel was based. The Company had no impairment expense, related to capitalized software development costs, recognized in the Company’s statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively. Based on the previous trends in the Company’s business, management has determined the expected shelf life of the majority of a game’s revenue will be realized over a three to five-year period and will expense capitalized production costs from the date of the initial release, or first sale of the product for a specific technology platform. It is possible that the same game developed on different technology platforms (such as PC and Mac, or iOS and Android) would be launched on different release dates because product development cycles may differ and distribution partner release policies may differ. At September 30, 2021 and December 31, 2020, the Company had $136,474 and $0 respectively, of capitalized software development costs on the balance sheet. The Company did not recognize amortization expense for the three or nine months ended September 30, 2021 or 2020. Recent Accounting Pronouncements Although there were new accounting pronouncements issued or proposed by the FASB during the nine months ended September 30, 2021 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN UNCERTAINTY The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As shown in the accompanying condensed consolidated financial statements, the Company had net income of $221,939 and provided net cash of $191,120 from operations for the nine months ended September 30, 2021. As of September 30, 2021, the Company had a working capital deficit of $291,551 and a total stockholders’ deficit of $392,198. 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
NOTE 4 - PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: September 30, December 31, Vehicle $ 46,609 $ 46,609 Computer equipment 7,170 7,170 Office furniture and equipment 8,613 8,613 Total 62,392 62,392 Less accumulated depreciation (27,421 ) (18,869 ) Net $ 34,971 $ 43,523 Depreciation expense was $8,551 and $8,054 for the nine months ended September 30, 2021 and 2020, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
INTANGIBLE ASSETS | |
NOTE 5 - INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following at: September 30, December 31, Intellectual property $ 307,100 $ 307,100 Customer base 142,000 142,000 Non-compete agreements 8,300 8,300 Less accumulated depreciation (367,810 ) (299,200 ) Net $ 89,590 $ 158,200 Amortization expense was $68,610 for the nine months ended September 30, 2021 and 2020. |
CAPITALIZED PRODUCTION COSTS
CAPITALIZED PRODUCTION COSTS | 9 Months Ended |
Sep. 30, 2021 | |
CAPITALIZED PRODUCTION COSTS | |
NOTE 6 - CAPITALIZED PRODUCTION COSTS | NOTE 6 – CAPITALIZED PRODUCTION COSTS Capitalized production costs, included in other assets, consists of the following at: September 30, December 31, Capitalized production costs $ 136,474 $ - Accumulated production costs amortization - - Total capitalized productions costs, net $ 136,474 $ - The Company recognized no amortization expense for the nine month period ended September 30, 2021 and 2020. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
NOTES PAYABLE | |
NOTE 7 - NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Notes payable consisted of the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, 2020 Related Party: Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021 $ 6,925 $ 6,925 Convertible note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021 186,450 186,450 Convertible note payable to Mick Donahoo, non-Interest bearing, maturing on December 31, 2021 186,450 186,450 Other: Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025 35,952 43,193 Paycheck Protection Program loan, payable to Financial institution, 1% interest, principal and interest deferred six months, payments starting in November, 2020, due in 2022 - 174,420 Paycheck Protection Program loan, payable to Financial institution, 1% interest, principal and interest deferred six months, payments starting in December, 2021, due in 2026 174,421 - Small Business Loan, payable to financial institution, 3.75% interest, payments starting in June 2021, due in 2050 150,000 150,000 Total notes payable $ 740,198 $ 747,438 Less current portion 414,075 525,175 Notes payable, net of current portion $ 326,123 $ 222,263 On April 30, 2020, the Company received a U.S. Small Business Administration Loan under the Paycheck Protection Program (PPP Loan) primarily for payroll costs related to the COVID-19 crisis in the amount of $174,420. Under the Paycheck Protection Program, the PPP Loan has a fixed interest rate of 1%, a maturity date two years from the date of the funding of the loan and no payments are due for six months. Pursuant to the terms of the PPP Loan, the Company may apply for forgiveness of the amount due on the PPP Loan in an amount equal to the sum of the following costs incurred by the Company during the 8-week period (or any other period that may be authorized by the U.S. Small Business Association) beginning on the date of first disbursement of the loan: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of PPP Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 25% of the amount forgiven can be attributable to non-payroll costs. The Company applied for and received loan forgiveness in 2021. On January 25, 2021, the Company received an additional PPP Loan in the amount of $174,421. Under the Paycheck Protection Program, the PPP Loan has a fixed interest rate of 1%, a maturity date five years from the date of the funding of the loan and no payments are due for six months. Other terms are consistent with the first PPP loan. On May 18, 2020, the Company received an additional U.S. Small Business Administration Loan (SBA Loan) in the amount of $150,000 to alleviate continued economic injury caused by the COVID-19 crisis. The SBA Loan has a fixed interest rate of 3.75% and matures in thirty years from the date of the loan. Payments were to begin twelve months from the effective date in a fixed amount of $731 per month but have been deferred for another six months. All payments will be applied to interest first. This loan is secured by the general assets of the Company. The Company had a note payable to Craig Holland, its Chief Executive Officer, with a balance of $6,925 at September 30, 2021 and 2020. The Company also had convertible notes payable to Mr. Holland and Mick Donahoo, its Chief Financial Officer, with a total balance of $372,900 as of September 30, 2021 and 2020. Messrs. Holland and Donahoo 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 common stock of the Company. The fixed conversion price is $0.02 per share. The Company has imputed interest expense on the notes payable – related party using an annual rate of 10%. During the nine months ended September 30, 2021 and 2020, total imputed interest expense was $28,409 and $28,514, respectively, which was recorded to additional paid-in capital. Future maturities of notes payable as of September 30, 2021 are as follows: December 31, Amount 2021 $ 385,762 2022 51,836 2023 54,668 2024 55,729 2025 47,976 Thereafter 144,226 Notes Payable $ 740,198 |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 8 - STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Common Stock The Company is authorized to issue up to 800,000,000 shares of its $0.00001 par value common stock and had 75,056,123 common shares issued and outstanding as of September 30, 2021. There was no common stock activity during the nine months ended September 30, 2021 and September 30, 2020. Preferred Stock The Company is authorized to issue up to 25,000,000 shares of its $0.00001 par value preferred stock. The shares of preferred stock may be issued from time to time in one or more series. As of September 30, 2021 and 2020, there were 2,480,482 shares of Series B preferred stock and 4,355,000 shares of Series C preferred stock issued and outstanding. Series B Preferred Stock The Company’s Series B preferred stock has 2,700,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s common stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) no voting rights. The holders of the Series B preferred stock cannot convert their shares of Series B preferred stock if such conversion would cause the holder to beneficially own more than 4.99% of the Company’s then-outstanding common stock. There was no Series B preferred stock activity during the nine months ended September 30, 2021 and 2020. Series C Preferred Stock The Company’s Series C Preferred Stock has 4,500,000 shares authorized and the following rights: (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s common stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) each shares votes on an “as converted” basis, such that each share currently has 50 votes on all matters brought before the Company’s common stockholders for a vote. There was no Series C preferred stock activity during the nine months ended September 30, 2021 and 2020. Stock Options 2017 Non-Qualified Stock Option Plan On December 4, 2017, our Board of Directors approved the Freeze Tag, Inc. 2017 Non-Qualified Stock Option Plan (the “Plan”). Under the Plan, our Board of Directors may issue options to purchase up to an aggregate of 10,000,000 shares of common stock to individuals, including, but not limited to, our Board of Directors and/or our executive management. On December 5, 2017, the Board of Directors granted options to purchase a total of 1,512,821 shares of our common stock. 2006 Stock Option Plan The Company’s 2006 Stock Option Plan, adopted by our Board of Directors in March of 2006, was terminated in the year ended December 31, 2016. As of September 30, 2021 and 2020, there were zero and 5,600 stock options, respectively, outstanding under the 2006 Stock Option Plan. We account for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses. The Company recognized $31,251 and $31,250 of stock-based compensation during the nine months ended September 30, 2021 and 2020; respectively. As of September 30, 2021, future compensation cost related to non-vested stock options not yet recognized in the statements of operations totaled $10,417. A summary of the status of the stock options issued by the Company under both plans as of September 30, 2021, and changes during the nine months then ended is presented below: Shares Weighted Average Exercise Price Outstanding, December 31, 2020 7,762,821 $ 0.024 Granted - - Canceled / Expired - - Exercised - - Outstanding, September 30, 2021 7,762,821 $ 0.024 The outstanding options expire on various dates beginning in 2027 through 2029. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following: No subsequent events to report. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and these differences may be material. |
Revenue Recognition | The Company’s revenues are derived primarily by licensing software products in the form of mobile games for smartphone and tablet platforms. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when, or as, we satisfy a performance obligation. |
Property and Equipment | Property and equipment are stated at cost and is depreciated or amortized using the straight-line method over the estimated useful life of the related asset as follows: Vehicle 5 years Computer equipment 5 years Office furniture and equipment 7 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. |
Intangible Assets | Intangible assets consist primarily of intellectual property, customer base and non-compete agreements acquired in 2017, which are amortized on a straight-line basis over their estimated useful lives of 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. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. |
Income Taxes | We account for income taxes using ASC Topic 740, Income Taxes. Under ASC Topic 740, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC Topic 740 includes accounting guidance which clarifies the accounting for the uncertainty in recognizing income taxes in an organization by providing detailed guidance for financial statement recognition, measurement, and disclosure involving uncertain tax positions. This guidance requires an uncertain tax position to meet a more-likely-than-not recognition threshold at the effective date to be recognized both upon the adoption of the related guidance and in subsequent periods. The Company has no uncertain tax positions at any of the dates presented. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees (“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. The Company had stock-based compensation expense recognized in its statements of operations of $31,251 and $31,250 for the nine months ended September 30, 2021 and 2020, respectively. |
Earnings per Share | The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants, convertible preferred stock and other rights during the period. For the three months and nine months ended September 30, 2021, the diluted weighted average number of shares is 94,810,241 and 95,480,605 while the basic weighted average number of shares is 75,056,123 because the shares are dilutive due to net income.For the three months and nine months ended September 30, 2020, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. |
Fair Value of Financial Instruments | In accordance with current accounting standards, certain assets and liabilities must be measured at fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. ASC 820 requires that certain assets and liabilities must be measured at fair value, and the standard details the disclosures that are required for items measured at fair value. The Company had no assets and liabilities required to be measured on a recurring basis at September 30, 2021 and December 31, 2020. The current assets and current liabilities reported on the Company’s balance sheets are estimated by management to approximate fair market value due to their short-term nature. |
Software Development Costs | Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers and artists. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). On a case by case basis, certain software development costs are capitalized once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility of a product encompasses both technical design documentation and game design documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. For products where proven game engine technology exists, this may occur early in the development cycle. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For most products, technological feasibility is established when a detailed game design document containing sufficient technical specifications written for a proven game engine or framework technology had been created and approved by management. However, technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that were considered ‘research and development’ that are not capitalized are immediately charged to general and administrative expense. Prior to a product’s release, the Company expenses, as part of “Cost of Sales—Product Development,” capitalized costs when the Company believes such amounts are not recoverable. Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Cost of Sales—Product Development” based on the straight-line method. The Company evaluates the future recoverability of capitalized software development costs and intellectual property licenses on an annual basis. For products that have been released in prior years, the primary evaluation criterion is actual title performance. For products that are scheduled to be released in future years, recoverability is evaluated based on the expected performance of the specific products to which the costs relate or in which the licensed trademark or copyright is to be used. Criteria used to evaluate expected product performance include: historical performance of comparable products developed with comparable technology; orders for the product prior to its release; and, for any sequel product, estimated performance based on the performance of the product on which the sequel was based. The Company had no impairment expense, related to capitalized software development costs, recognized in the Company’s statements of operations for the three and nine months ended September 30, 2021 and 2020, respectively. Based on the previous trends in the Company’s business, management has determined the expected shelf life of the majority of a game’s revenue will be realized over a three to five-year period and will expense capitalized production costs from the date of the initial release, or first sale of the product for a specific technology platform. It is possible that the same game developed on different technology platforms (such as PC and Mac, or iOS and Android) would be launched on different release dates because product development cycles may differ and distribution partner release policies may differ. At September 30, 2021 and December 31, 2020, the Company had $136,474 and $0 respectively, of capitalized software development costs on the balance sheet. The Company did not recognize amortization expense for the three or nine months ended September 30, 2021 or 2020. |
Recent Accounting Pronouncements | Although there were new accounting pronouncements issued or proposed by the FASB during the nine months ended September 30, 2021 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of property and equipment, estimated useful life | Vehicle 5 years Computer equipment 5 years Office furniture and equipment 7 years |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property and equipment | September 30, December 31, Vehicle $ 46,609 $ 46,609 Computer equipment 7,170 7,170 Office furniture and equipment 8,613 8,613 Total 62,392 62,392 Less accumulated depreciation (27,421 ) (18,869 ) Net $ 34,971 $ 43,523 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
INTANGIBLE ASSETS | |
Schedule of Intangible assets | September 30, December 31, Intellectual property $ 307,100 $ 307,100 Customer base 142,000 142,000 Non-compete agreements 8,300 8,300 Less accumulated depreciation (367,810 ) (299,200 ) Net $ 89,590 $ 158,200 |
CAPITALIZED PRODUCTION COSTS (T
CAPITALIZED PRODUCTION COSTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
CAPITALIZED PRODUCTION COSTS | |
Schedule of capitalized production costs | September 30, December 31, Capitalized production costs $ 136,474 $ - Accumulated production costs amortization - - Total capitalized productions costs, net $ 136,474 $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NOTES PAYABLE | |
Schedule of notes payable - related party | September 30, 2021 December 31, 2020 Related Party: Note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021 $ 6,925 $ 6,925 Convertible note payable to Craig Holland, non-interest bearing, maturing on December 31, 2021 186,450 186,450 Convertible note payable to Mick Donahoo, non-Interest bearing, maturing on December 31, 2021 186,450 186,450 Other: Note payable to financial institution, secured by vehicle, interest at 2.9%, due in 2025 35,952 43,193 Paycheck Protection Program loan, payable to Financial institution, 1% interest, principal and interest deferred six months, payments starting in November, 2020, due in 2022 - 174,420 Paycheck Protection Program loan, payable to Financial institution, 1% interest, principal and interest deferred six months, payments starting in December, 2021, due in 2026 174,421 - Small Business Loan, payable to financial institution, 3.75% interest, payments starting in June 2021, due in 2050 150,000 150,000 Total notes payable $ 740,198 $ 747,438 Less current portion 414,075 525,175 Notes payable, net of current portion $ 326,123 $ 222,263 |
Schedule of future maturities of notes payable | December 31, Amount 2021 $ 385,762 2022 51,836 2023 54,668 2024 55,729 2025 47,976 Thereafter 144,226 Notes Payable $ 740,198 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS DEFICIT (Tables) | |
Schedule of status of warrants and options issued | Shares Weighted Average Exercise Price Outstanding, December 31, 2020 7,762,821 $ 0.024 Granted - - Canceled / Expired - - Exercised - - Outstanding, September 30, 2021 7,762,821 $ 0.024 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Vehicle [Member] | |
Property, plant and equipment, estimated useful lives | 5 years |
Computer equipment [Member] | |
Property, plant and equipment, estimated useful lives | 5 years |
Office furniture and equipment [Member] | |
Property, plant and equipment, estimated useful lives | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Intangible assets estimated useful lives | 5 years | |||||||
Capitalized software development costs | $ 136,474 | $ 0 | ||||||
Stock-based compensation | $ 10,417 | $ 10,417 | $ 10,417 | $ 10,417 | $ 10,416 | $ 10,417 | $ 31,251 | $ 31,250 |
Weighted average number of common shares outstanding - basic | 75,056,123 | 75,056,123 | 75,056,123 | 75,056,123 | ||||
Weighted average number of common shares outstanding - diluted | 94,810,241 | 75,056,123 | 95,480,605 | 75,056,123 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
GOING CONCERN | ||||||||||
Net income (loss) | $ 26,758 | $ (51,147) | $ (15,488) | $ (71,461) | $ (114,047) | $ 221,939 | $ (200,996) | |||
Stockholders' deficit | (392,198) | $ (705,161) | $ (625,202) | $ (629,705) | $ (578,130) | (392,198) | (625,202) | $ (438,947) | $ (673,797) | $ (483,970) |
Net cash used by operating activities | 191,120 | $ (48,862) | ||||||||
Working capital deficit | $ 291,551 | $ 291,551 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property and equipment, gross | $ 62,392 | $ 62,392 |
Less accumulated depreciation | (27,421) | (18,869) |
Property and equipment, net | 34,971 | 43,523 |
Vehicle [Member] | ||
Property and equipment, gross | 46,609 | 46,609 |
Computer equipment [Member] | ||
Property and equipment, gross | 7,170 | 7,170 |
Office furniture and equipment [Member] | ||
Property and equipment, gross | $ 8,613 | $ 8,613 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
PROPERTY AND EQUIPMENT | ||
Depreciation expense | $ 8,551 | $ 8,054 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Less accumulated amortization | $ (367,810) | $ (299,200) |
Intangible assets, net | 89,590 | 158,200 |
Intellectual property [Member] | ||
Intangible assets, gross | 307,100 | 307,100 |
Customer base [Member] | ||
Intangible assets, gross | 142,000 | 142,000 |
Non-compete agreements [Member] | ||
Intangible assets, gross | $ 8,300 | $ 8,300 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
INTANGIBLE ASSETS | ||
Amortization expense | $ 68,610 | $ 68,610 |
CAPITALIZED PRODUCTION COSTS (D
CAPITALIZED PRODUCTION COSTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
GOING CONCERN | ||
Capitalized production costs | $ 136,474 | $ 0 |
Accumulated production costs amortization | 0 | 0 |
Total capitalized productions costs, net | $ 136,474 | $ 0 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Total Notes payable | $ 326,123 | $ 222,263 |
Notes payable, net of current portion | 34,250 | 145,350 |
Notes Payable [Member] | ||
Total Notes payable | 740,198 | 747,438 |
Less current portion | 414,075 | 525,175 |
Notes payable, net of current portion | 326,123 | 222,263 |
Note Payable To Financial Institution, Secured By Vehicle [Member] | ||
Notes payable | 35,952 | 43,193 |
Craig Holland [Member] | Notes Payable [Member] | ||
Notes payable | 6,925 | 6,925 |
Small Business Loan [Member] | ||
Notes payable | 150,000 | 150,000 |
Convertible Notes Payable [Member] | Mick Donahoo [Member] | ||
Notes payable | 186,450 | 186,450 |
Convertible Notes Payable [Member] | Craig Holland [Member] | ||
Notes payable | 186,450 | 186,450 |
Paycheck Protection Program (PPP Loan) [Member] | ||
Notes payable | 0 | 174,420 |
Paycheck Protection Program (PPP Loan) [Member] | Note payable [Member] | ||
Notes payable | $ 174,421 | $ 0 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) | Sep. 30, 2021USD ($) |
NOTES PAYABLE | |
2021 | $ 385,762 |
2022 | 51,836 |
2023 | 54,668 |
2024 | 55,729 |
2025 | 47,976 |
Thereafter | 144,226 |
Notes Payable | $ 740,198 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jan. 25, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Imputed interest expense | $ 9,574 | $ 9,469 | $ 9,366 | $ 9,574 | $ 9,470 | $ 9,470 | $ 28,409 | $ 28,514 | |||
Imputed interest expense, annual rate | 10.00% | ||||||||||
Mr. Holland and Mick Donahoo [Member] | |||||||||||
Convertible note payable | $ 372,900 | $ 372,900 | $ 372,900 | $ 372,900 | |||||||
Debt instrument, convertible, conversion price | $ 0.02 | $ 0.02 | |||||||||
Notes Payable [Member] | Craig Holland [Member] | |||||||||||
Notes payable | $ 6,925 | $ 6,925 | $ 6,925 | ||||||||
SBA LOAN [Member] | May 18, 2020 [Member] | |||||||||||
Proceeds from loan | $ 150,000 | ||||||||||
Interest rate | 3.75% | 3.75% | |||||||||
Maturity description | matures in thirty years from the date of the loan. | ||||||||||
Payment from effective date per month | $ 731 | ||||||||||
Paycheck Protection Program (PPP Loan) [Member] | |||||||||||
Proceeds from loan | $ 174,421 | $ 174,420 | |||||||||
Interest rate | 1.00% | 1.00% | |||||||||
Maturity description | maturity date five years from the date of the funding of the loan and no payments are due for six months | maturity date two years from the date of the funding of the loan and no payments are due for six months | |||||||||
Notes payable | $ 0 | $ 0 | $ 174,420 |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Shares | |
Outstanding at beginning of period | shares | 7,762,821 |
Outstanding at end of period | shares | 7,762,821 |
Weighted Average Exercise Price | |
Outstanding at beginning of period | $ 0.024 |
Granted | 0 |
Canceled / Expired | 0 |
Exercised | 0 |
Outstanding at end of period | $ 0.024 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 05, 2017 | Dec. 04, 2017 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | ||||||||
Common stock, shares issued | 75,056,123 | 75,056,123 | 75,056,123 | ||||||||
Common stock, shares outstanding | 75,056,123 | 75,056,123 | 75,056,123 | ||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Stock-based compensation | $ 10,417 | $ 10,417 | $ 10,417 | $ 10,417 | $ 10,416 | $ 10,417 | $ 31,251 | $ 31,250 | |||
Future compensation cost related to novested options not yet recognized | $ 10,417 | $ 10,417 | |||||||||
Description of Options expiration period | The outstanding options expire on various dates beginning in 2027 through 2029 | ||||||||||
Beginning Balance | 7,762,821 | 7,762,821 | 7,762,821 | ||||||||
2017 Non-Qualified Stock Option Plan [Member] | Maximum [Member] | |||||||||||
Option granted to purchase common shares | 10,000,000 | ||||||||||
2017 Non-Qualified Stock Option Plan [Member] | Board of Directors [Member] | |||||||||||
Option granted to purchase common shares | 1,512,821 | ||||||||||
2006 Stock Option Plan [Member] | |||||||||||
Beginning Balance | 0 | 5,600 | 0 | ||||||||
Preferred Shares Series C [Member] | |||||||||||
Preferred stock, issued shares | 4,355,000 | 4,355,000 | |||||||||
Preferred stock, outstanding shares | 4,355,000 | 4,355,000 | |||||||||
Preferred stock series C, shares authorized | 4,500,000 | 4,500,000 | |||||||||
Description of voting rights | (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s common stock; (iv) no redemption rights; (v) no call rights by the Company; and (vi) each shares votes on an “as converted” basis, such that each share currently has 50 votes on all matters brought before the Company’s common stockholders for a vote. | ||||||||||
Series B Preferred Shares [Member] | |||||||||||
Preferred stock, issued shares | 2,480,482 | 2,480,482 | |||||||||
Preferred stock, outstanding shares | 2,480,482 | 2,480,482 | |||||||||
Preferred stock series B, shares authorized | 2,700,000 | 2,700,000 | |||||||||
Preferred Stock voting rights description | (i) dividend rights equal to the Company’s common stock; (ii) no liquidation preference over the Company’s common stock; (iii) each share is convertible into 50 shares of the Company’s common stock; (iv) no redemption rights; (v) no call rights by the Company |