FRZT Freeze Tag Inc (PK)

Item 3.02. Unregistered Sales of Equity Securities.

On August 18, 2017, we received a notice from a non-affiliate holder of one of our outstanding convertible promissory notes to issue 54,000,000 shares of our common stock pursuant to the holder notifying us of their election to convert $10,800 of principal due under the promissory note into the shares. The shares were issued on August 22, 2017. 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 August 18, 2017, we issued 1,000 shares of our Series A Preferred Stock to Craig Holland, our Chief Executive Officer. The shares of Series A Preferred Stock entitle the holder to voting rights of the company equal to 51% of the then-outstanding voting rights on any matter properly brought before our shareholders for a vote. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investor is one of our executive officers, accredited and sophisticated, familiar with our operations, and there was no solicitation.