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EX-16.1 - LETTER FROM AUDITOR - Freeze Tag, Inc.frzt_ex161.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 27, 2014
 
FREEZE TAG, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-54267
 
20-4532392
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
18062 Irvine Blvd, Suite 103
Tustin, California 92780
(Address of principal executive offices) (zip code)
 
(714) 210-3850
(Registrant’s telephone number, including area code)
 
______________________________________________
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Section 4 - Matters Related to Accountants and Financial Statements
 
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
 
On March 31, 2014, management and the Board of Directors of Freeze Tag, Inc. (the “Company”) concluded that the Company should restate revenue earned during the year ended December 31, 2011. The determination was made in connection with the preparation of the Form 10-K for the year ended December 31, 2013 (the “Form 10-K”), at the advice of M&K CPAS, PLLC, the Company’s engaged independent registered public accounting firm (“M&K”). M&K advised the Company on March 28, 2014, that recording the revenue in 2011 was the correct period to recognize the revenues. As a result of the revision to revenues, the offsetting account, unearned royalties will be adjusted by the same amount.
 
The Company’s expects to include the restatements in the Form 10-K which is expected to be filed no later than April 15, 2014.
 
The Company has requested from its independent accountant a letter addressed to the Securities and Exchange Commission in which it confirms that it agrees with the statements made in response to this Item 4.02. Such letter is attached hereto as Exhibit 16.1
 
Section 9 – Financial Statements and Exhibits.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)  Exhibits
 
16.1 Letter dated March 28, 2014 M&K CPAS, PLLC
 
 
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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 hereunto duly authorized.

 
Freeze Tag, Inc.
 
       
Dated: March  31, 2014
 
/s/ Craig Holland
 
 
By:
Craig Holland
 
 
Its:
President and Chief Executive Officer
 

 
 
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