$FRZT - Statement of Changes in Beneficial Owne

$FRZT

- Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *
Holland Craig 2. Issuer Name and Ticker or Trading Symbol
Freeze Tag, Inc. [ FRZT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
228 W. MAIN STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YYYY)
11/6/2012
(Street)
TUSTIN, CA 92780
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/6/2012 P 10680356 A $0.0075 24552731 I Footnote 1 (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note $0.05 1/26/2012 P $100000 (2) 1/26/2012 1/26/2013 Common Stock 2000000 (3) $100000 2115000 I Footnote 4 (4)
Explanation of Responses:
( 1) Of the 24,552,731 shares held beneficially by the reporting person, 10,680,356 are held of record by the Holland Family Trust, of which the reporting person became the sold trustee in April 2012.
( 2) Represents the principal amount of the convertible promissory note issued on January 26, 2012.
( 3) Represents the shares of common stock issuable upon conversion of the entire principal amount of the convertible promissory note.
( 4) Of the 2,115,000 shares that could be acquired through derivative securities, 2,000,000 are upon the conversion of the promissory note held by the Holland Family Trust, of which the reporting person became the sole Trustee in April 2012, but is not the sold beneficiary.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Holland Craig
228 W. MAIN STREET, 2ND FLOOR
TUSTIN, CA 92780 X X President and CEO

Signatures
Craig Holland 11/12/2012
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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