UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 2019
  
Commission file number 000-54868

 
Free Flow Inc.
(Exact name of registrant as specified in its charter)

Delaware
45-3838831
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
6269 Caledon Road, King George, VA
22485
(Address of principal executive offices)(Zip Code)

(703) 789-3344
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of exchange on which registered
     
Common
 FFLO
 OTC

Indicate by check mark whether the registrant (1) has fled all reports required to be fled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to f le such reports), and (2) has been subject to such fling requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No

Indicate by check mark whether the registrant is a large accelerated fler, an accelerated fler, a non-accelerated fler, a smaller reporting company, or an emerging growth company. See the defnitions of “large accelerated f ler,” “accelerated fler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer 
 
Accelerated filer 
Non-Accelerated filer
Smaller reporting company
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled all documents and reports required to be fled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confrmed by a court. Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 26,221,000 shares as of July 26, 2018.November 8, 2019.


TABLE OF CONTENTS
 
 
Page
PART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements (Unaudited)3
  
Item 2. Management's Discussion and Analysis or Plan of Operations109
  
Item 3. Quantitative and Qualitative  Disclosures About Market Risks1110
  
Item 4. Controls and Procedures11
  
PART II - OTHER INFORMATION 
  
Item 1. Legal Proceedings11
  
Item 1A. Risk Factor11
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds11
  
Item 3. Defaults Upon Senior Securities11
  
Item 4. Mine Safety Disclosures1211
  
Item 5. Other Information12
  
Item 6. Exhibits12
 
2

ITEM 1. FINANCIAL STATEMENTS

Free Flow, Inc.
Condensed Balance SheetSheets


 As of  As of 
 As of  As of  September 30,  December 31, 
 June 30, 2019
  December 31, 2018
  2019  2018 
 (Un-audited)  (Audited)  (Un-audited)  (Audited) 
ASSETS            
            
Current Assets            
Cash $46,908  $19,115  $11,733  $19,115 
Trade Receivables - current  8,629   7,723  43,072  7,723 
Trade Receivables - old  -   573  -
  573 
Receivable from Subsidiaries  2,123     
Product Development Advance  14,370     
Advances for Business Development 15,423  -
 
Prepaid Expenses 15,923  -
 
Advances for Inventory Purchases  28,879   18,963  -
  18,963 
Inventory at cost,  682,361   571,260 
Intercompany 5,483  -
 
Inventory  775,724   571,260 
TOTAL CURRENT ASSETS  783,269   617,634   867,359   617,634 
              
Fixed Assets              
Land and Building, at cost  775,515   772,513  776,704  772,513 
Less: Accumulated depreciaton  (30,901)  (30,901) (30,901) (30,901)
Writtendown value  744,614   741,612   745,803   741,612 
TOTAL FIXED ASSETS  744,614   741,612   745,803   741,612 
              
Other Assets              
Delivery Turcks at cost  3,500   3,500  3,500  3,500 
Less: Accumulated depreciaton  (2,492)  (2,492) (2,492) (2,492)
Writtendown value  1,008   1,008  1,008  1,008 
Equipment and Delivery Trucks, after depreciation allowance  35,000   35,000  35,100  35,000 
Less: Accumulated depreciaton  (7,000)  (7,000) (7,000) (7,000)
Writtendown value  28,000   28,000   28,100   28,000 
TOTAL OTHER ASSETS  29,008   29,008   29,108   29,008 
              
TOTAL ASSETS $1,556,891  $1,388,254  $1,642,270  $1,388,254 
              
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)              
              
Current Liabilities              
Accounts Payable $8,723  $7,468  $27,865  $7,468 
Notes Payable - Related Parties  10,018   380   10,118   380 
TOTAL CURRENT LIABILITIES  18,741   7,848   37,983   7,848 
              
Long Term Liabilities              
Line of Credit
  251,000   -
 
Equity Line of Credit 275,000    
Loan - secured  895,877   900,100   892,733   900,100 
TOTAL LONG TERM LIABILITIES  1,146,877   900,100   1,167,733   900,100 
              
Total Liabilities  1,165,618   907,948   1,205,716   907,948 
              
Redeemable Preferred Stock              
Series B; 500,000 shares authorized; 330,000 and 0 issued and outstanding              
as of December 31, 2018 and 2017 respectively ( Classified as Mezzanine Equity)
  330,000   330,000  330,000  330,000 
Series C; 500,000 shares authorized; 470,935 and 0 issued and outstanding              
as of December 31, 2018 and 2017 respectively ( Classified as Mezzanine Equity) -
              
as equity in Accurate Auto Parts, Inc.
  470,935   470,935 
As equity in Accurate Auto Parts, Inc. 470,935  470,935 
Subscription - pending agreement 2,000  -
 
Stockholders' Equity (Deficit)              
Preferred Stock ($0.0001) par value, 20,000,000 shares authorized
              
10,000 shares par value $0.0001 Class A issued on December 31, 2015  1   1  1  1 
Common stock, ($0.0001) par value, 100,000,000 shares authorized
              
26,200,000 shares issued and outstanding as of December 31, 2018 and December 31, 2017
  2,622   2,620 
26,200,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018 2,622  2,620 
Additional Paid in capital  129,033   114,546  129,033  114,546 
Stockholder's equity in Accurate Auto Parts, Inc.  200     
Subscription not yet accepted  2,000     
Profit (Loss) Current Period  (105,522)    
Retained Earnings (Deficit)  (437,996)  (437,796)
Current Perod P & L Account (60,041) -
 
Accumulated Deficit  (437,996)  (437,796)
TOTAL STOCKHOLDERS' DEFICIT  (409,662)  (320,629)  (366,381)  (320,629)
              
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $1,556,891  $1,388,254  $1,642,270  $1,388,254 




The accompanying notes are an integral part of these financial statements

3

Free Flow, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)


  Six months ended June 30,  Three months ended June 30, 
  2019  2018  2019  2018 
             
REVENUES            
Revenues $147,569  $79,600  $58,784  $39,795 
TOTAL REVENUES 
147,569  
79,600  
58,784  
39,795 
COST OF GOODS SOLD  69,283   27,277   24,772   14,521 
GROSS PROFIT 
78,286  
52,323  
34,012  
25,274 
                 
GENERAL & ADMINISTRATIVE EXPENSES                
Administrative expenses  103,750   13,631   41,186   8,440 
Professional fees  25,363   6,658   2,865   3,145 
Selling expenses  15,263   9,055   6,812   4,887 
Financial Expenses  39,432   1,279   17,554   987 
TOTAL GENERAL & ADMISINSTRATEVIE EXPENSES 
183,808  
30,623  
68,418  
17,459 
                 
PROFIT (LOSS) FROM OPERATION 
(105,522) 
21,701  
(34,405) 
7,815 
                 
NET INCOME (LOSS) $(105,522) $21,701  $(34,405) $7,815 
                 
BASIC EARNING PER SHARE  (0.0040)  0.0008   0.0100   0.0003 
                 
WEIGHTED AVERAGE NUMBERO OF COMMON SHARESS OUTSTANDING
  26,221,000   26,200,000   26,200,000   26,200,000 
  Nine months ended September 30  Three months ended September 30 
  2019  2018  2019  2018 
REVENUES            
Sales $255,310  $117,648  $107,741  $38,048 
                 
COST OF GOODS SOLD  72,311   75,492   3,028   48,215 
                 
GROSS PROFIT  182,998   42,156.08   104,712.50   (10,167)
                 
General & Administrative Expenses  255,936   93,085   72,128   62,462 
                 
Total Expenses  255,936   93,085   72,128.36   62,462.00 
                 
Profit (Loss) before provision of income taxes  (72,938)  (50,929)  32,584   (72,630)
                 
Other Income:  Inventory recovered upon shredding process  12,897   42,318       - 
                 
Income tax provision  -   -         
                 
NET PROFIT (LOSS) $(60,041) $(8,611) $32,584  $(72,630)
                 
BASIS INCOME (LOSS) PER SHARE $(0.00) $(0.00)  0.00  $(0.00)
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  26,221,000   26,200,000   26,221,000   26,200,000 




The accompanying notes are an integral part of these financial statements

4

Free Flow, Inc.
Statement of  Changes in Shareholders' (Deficit)


  Common     Preferred     Additional       
  Stock     Stock     Paid-In  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
        Series - A
             
                      
Balance, January 1, 2019  26,200,000  $2,620   10,000  $
1  $114,545  $(437,796) $(437,796)
                             
Loss for the nine months ended
  September 30, 2019
  21,000   2           14,448   (60,141)  (60,141)
                             
BALANCE, JUNE 30, 2019  26,221,000  $2,622   10,000  $
1  $128,993  $(497,937) $(497,937)




The accompanying notes are an integral part of these financial statements

5

Free Flow, Inc.
Condensed Consolidated  Statements of Cash Flows


  Nine months ended September 30, 
  2019  2018 
CASH FLOW FROM OPERATING ACTIVITIES      
Net Profit (Loss) $(60,041) $(8,611)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities        
(Increase) decrease in inventory  (204,464)  (252,031)
(Increase) decrease  Prepaid expenses  (12,383)  (45,639)
Increase (decrease) Accounts payable  30,135   (13,692)
(Increase) in Fixed Assets - Delivery Trucks  -
   (35,000)
(Increase) in Accounts Receivable Trade  (40,259)  (5,863)
Advance against Sales related parties  -
   400 
Decrease in Accumulated Deficit  -
   150 
NET CASH USED IN OPERATING ACTIVITIES  (287,012)  (360,286)
         
CASH FLOW FROM FINANCING ACTIVITIES        
Increase in Loan from Bank - Line of Credit  275,000   -
 
(Decrease) in Loan from Bank - Principal  (7,367)  -
 
(Increase) in Fixed Assets  (4,291)  -
 
Proceeds from sales of shares  16,288   -
 
Proceeds from relied party notes  -
   358,793 
NET CASH PROVIDED BY FINANCING ACIVITIES  279,630   358,793 
         
NET INCREASE IN CASH  (7,382)  (1,493)
         
CASH AT BEGINNING OF PERIOD  19,115   5,354 
         
CASH AT END OF PERIOD $11,733  $3,861 




The accompanying notes are an integral part of these financial statements

4

Free Flow, Inc.
Statement of  Changes in Shareholders' (Deficit)


              Additional       
  Common Stock  Preferred Stock  Paid-in  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
        Series-A             
                      
Balance, January 1, 2019  26,200,000  $2,620   10,000  $
1  $114,545  $(437,796) $(437,796)
                             
Loss for the six months ended
                            
June 30, 2019  21,000  
2   
      
14,448  
(105,522) 
(105,522)
                             
BALANCE, JUNE 30, 2019  26,221,000  $2,622   10,000  $
1  $128,993  $(543,318) $(543,318)




The accompanying notes are an integral part of these financial statements

5

Free Flow, Inc.
Statements of Cash Flow


    Six months  Six months 
    Ended  Ended 
  June 30, 2019
  June 30, 2018
 
         
CASH FLOW FROM OPERATING ACTIVITIES $(105,522) $21,700 
(Increase) in Other Assets -        
(Increase) Decrease in Prepaid Expenses  -
   (8,264)
Increase (Decrease)  in Customer Deposits  -
   17,692 
(Increase) Advance for Inventory Purchases  (24,286)    
Increase (Decrease)  in Accounts Payable      (21,140)
(Increase) Trade Receivables  (333)  (4,710)
(Increase) Decrease in Inventory  (111,101)  (64,963)
NET CASH USED IN OPERATING ACTIVITIES  (241,242)  (59,685)
         
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from notes payable - related parties 
7,515  
(83,931)
Increse (decrease) in Prepaid for Asset Purchse      25,000 
Proceeds from Subscription not yet accepted  2,000   -
 
Proceeds form Loan from River Valley Bank  246,777   -
 
(Increase) in Fixed Assets - Land, Building  (3,002)  -
 
Proceeds from sale of shares  14,490   -
 
Proceeds from Accounts Payable - trade (Decrease in Accounts Payable)  1,255   -
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  269,035   (58,931)
         
NET INCREASE (DECREASE) IN CASH  27,793   (754)
         
CASH AT BEGINNING PERIOD  19,115   5,354 
         
CASH AT END PERIOD $46,908  $4,600 


The accompanying notes are an integral part of these financial statements

6

Free Flow, Inc.
Notes to Condensed Consolidated Financial Statements
JuneSeptember 30, 2019
(Unaudited)


NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of JuneSeptember 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the sixnine months ended JuneSeptember 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 29, 2019.

NOTE 2 GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has established itself as a stable ongoing business entity with established revenues and / or sufficient reserves to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business.

In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained working capital linefrom commercial lines of credit from its commercial bankcredits and significant shareholders sufficient to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans.plans as, in most of the businesses,  market circumstances could change.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually fulfill the secured purchase orders to attain profitable operations.reaching is targeted sales level. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – INCORPORATION OF SUBSIDIARY

In February 2015, the company incorporated a subsidiary, Promedaff, Inc. and purchased a skin care product line and formulations for $2,000,000 against a promissory note. An e commerce platform was set up for sales and marketing. The efforts did not bear any success and the entire inventory was sold through the Seller and the Promissory Note was cancelled and marked “VOID”. The name of this entity washas been changed to Motors & Metals, Inc. and hadhas remained inactive but wasis in good standing, until it received a letter of intent from an overseas buyer willing to enter a long term contract to purchase shredded steal derived from automobile scrap. Thusstanding. Motors & Metals, Inc. operates as a separate entity to conduct business in refurbishing automotive engines and selling metals recovered from Accurate Auto Parts, Inc.’s facility, and has embarked upon substitutingan independent profit center. The company has continued its automobile crushingresearch on the related subjects and expects to activate this line of business to shredding of automobiles and recovering ferrous metals.

Proposals form renowned manufacturers of auto shredding equipment have been received and are being evaluated to determine the most suitable and competitive supplier. The initial planonce it is laid out to have an output of 3,000 tons of shredded steel per month.adequately funded.

7


As was reported in 10-Qs for the earlier quarters, as well as in 10-Ks10-K for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name of JK Sales, Corp. (on December 7, 2017 the name was changed to Accurate Auto Parts, Inc.,) and has since remained in the business of buying end of life and salvage vehicles and selling auto parts.

On April 17, 2018 the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. with the objectives of acquiring real estate property, and has remained dormant until any business is transacted.

NOTE 4 – RELATED PARTY

As of December 31, 2018, the Company had a note payable in the amount of $380 to Redfield Holdings, Ltd. a related party. During the sixnine months ended the Company borrowed an additional $9,638$9,738 thus owing a total sum of $10,018$10,118 as of JuneSeptember 30, 2019. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2020.2020

Redfield Holdings Ltd. is 100% owned by the CEO, Mr. Sabir Saleem. St. Gabriel Foundation has also been incorporated by Mr. Sabir Saleem as a not-for-profit entity which has not yet constituted its functional board of directors/trustees. It is expected that St. Gabriel Foundation will soon define its mission and may become an arm to mobilize end of life automobiles to sell them to Accurate Auto Parts, Inc. and use the proceeds for charitable purposes.

 NOTE 5 – CAPITAL STOCK

The Company has authorized 100,000,000 shares of common shares with a par value of $0.0001 per shares and 20,000,000 shares of preferred stock, with a par value of $0.0001 per shares.

Pursuant to the resolution of the shareholders meeting held on March 30, 2015 the Company designated 500,000 shares of the preferred authorized shares as preferred shares – Series “B” shares. The preferred shares – Series “B” were assigned the following preferences:

a)Each share to carry one vote.
b)Each share will be redeemable with a 365 days written notice to the company.
c)Each share will be junior to any debt incurred by the Company.
d)The redemption value will be the par value at which such “preferred shares – series B” are bought by the subscriber.
e)Each share will carry a dividend right at par with the common shares.

On December 31, 2014 the Company had a Note outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuticals, Inc. By mutual consent this note and accrued interest was converted to 330,000 preferred shares – Series “B”.

On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd. by cancellation of a Note against the issuance of 9,700 shares of preferred shares – Series “A”. These shares were issued to Redfield Holding, Ltd. thus making a total of entire designated preferred shares – Series “A” shares to Redfield Holdings, Ltd. Each share of preferred shares – Series “A” carries voting right equal to 10,000 common shares.

On JuneSeptember 30, 2017 total preferred shares issued and outstanding are 10,000 Series “A” and 330,000 Series “B”.

On April 2, 2019, in a private transaction the Company accepted a sum of $14,490.00 against issuance of 21,000 restricted Common shares of the Company. Thus the total common shares issued and outstanding as on JuneSeptember 30, 2019 stood at 26,221,000.26,221,000

NOTE 6 – SUBSEQUENT EVENTS

None.On October 23, 2019 the Company, received zoning verification form the King George, Department of Community Development verifying the fact that it is permissible to continue use the location (facility) as scrap metal processor. Thus, the Company has made application through its subsidiary, namely Motors & Metals, Inc., to the DMV for the license to operate as such. As soon as the license is received, the Company will begin its preparation to further organize and increase its scrap metal processing for exports. A letter of intent has been received from a bonafide customer to purchase 3,000 metric tons of scrap metal from Motors & Metals, Inc.

During the nine months ended September 30, 2019 Accurate Auto Parts, Inc. also purchased additional inventory in the approximate amount of $134,000 and continues to build its inventory to increase its sales.

8

ITEM 2. MANAGEMENT’S DISCUSSION AND ALALYIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENT SANDSTATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FLOWING DISCUSSION AND ELSEWHERE IN THE THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR AN BEHALF, WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, FORWARD-LOOKING STATEMENTS ARE STATEMENT NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS. FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE, THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FORM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF, WE DIS TO UPDATE FORWARD-LOOKING STATEMENTS.

PLAN OF OPERATION

Accurate Auto Parts, Inc. the Company’s used auto parts subsidiary has made a sale of $79,600$255,310 of Automobile Parts and Services. The Company continues seeking additional sales both in the domestic and international markets.

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $147,569$255,310 during the sixnine months ended JuneSeptember 30, 2019 and $79,600$117,648 of revenues during the sixNine month ended JuneSeptember 30, 201. While the2018. The net revenues for the period ended JuneSeptember 30, 2019 were highermore by $ $67,969$137,661 than for the same period during 2018 and the Cost of Goods Sold was higheralso less by $42,007$3,181 during the period ended JuneSeptember 30, 2019 as compared to the same period during 2018. This 12.68%The Gross Profit had an increase, in cost of goods sold was due to additional labor having been deployed and the training expenses associated thereagainst. The general and administrative expenses fori.e. by $ 140,842 during the period ended JuneSeptember 30, 2019 were $103,750 as compared to $13,631 for the same period during 2018. During the period of 2018 the Company was at a pause mode (not making any purchases) because of being uncertain if the bank which repossessed the premises (due to landlord having filed a bankruptcy) will sell the property to the Company and enable the Company to continue its business. There were only two employees during the period in 2018 who kept the business open. The level the company has attained at present in its administrative costs could be classified stable and can handle a sales of up to $1,500,000 per annum without any additional administrative expenses.  Likewise the professional and financial expense can be classified as fixed expenses and will not require any significant increase to sustain a $1,000,000 sales.

During the sixNine months ended JuneSeptember 30, 2019, the Company incurred operational expenses of $255,936. This compares to $93,085 for the nine months ended September 30, 2018. This increase in operational expenses reflects the increase in operation staff and financial expenses that are attributed to mortgage payments for the facility.

During the nine months ended September 30, 2019 the company recognized a gross profitnet loss of $78,286$60,041 as compared to $52,323$8,611 for the corresponding period in the year 2018, this decreasethus recognizing an increase of $25,963 in Gross profit equates to approximately 13 %7 times as compared to the sixnine months ended JuneSeptember 30, 2018.

During The optimal utilization of staff and infrastructure that has been build up will take time to show the six month ended June 30,desired results. Staff is being trained to achieve the productivity that will result in better revenues in near future. The company made a profit of $32,584 during the third quarter of 2019 the company recognized a net operating loss of $105,522 as compared to a profitloss of $21,701$72,630 for the correspondingsame period induring 2018. Thus the year 2018, this decrease in net operating profit by $127,223 is dueloss as reported on June 30, 3019 was reduced from $105,522 to the fact that the fixed administrative, professional and financial expenses were either being incurred at a minimum level or did not exist. As explained in the foregoing paragraph, the Company in a pause mode.$60,041 as of September 30, 2019.

While the books show an operating net loss of $105,522$60,041 the Company has increased its inventory at by $111,101 thus showing a total inventory at cost of $682,361$775,724 as on JuneSeptember 30, 2019 as compared to an inventory at cost for a sum of $571,260 as on December 31, 2018.2018 and $682,361 as on June 30, 2019. While the Company cannot predict if this inventory will be sold at the list price which approximately is three (3) times its book value cost price (it has been calculated at less than 30% of the selling price) but the management is confident that the marked list price of the inventory is realistic with the current market conditions. The cost of sales is approximately 53% of the sales, thereby leaving an approximately 23% of the list selling price as a hidden value which equates to a minimum of approximately over $500,000.*

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The Company began selling on eBay and has now attained a rating of five star (5/5). This excellent ratinginventory valuation is based on reviewthe industry standards, the management reviewed financial statements of other companies that are listed on NASDAQ and are audited by the customers. UploadingPCAOB firms like BDO. The management found that their approach was exactly same thus the inventory valuation is a lengthy and slow process (to log on inventory with photographs and price) on the eBay platform. Thismanagements view is being conducted and thus far approximately 9,300 parts are active on eBay and another 4,000 items are backlogged. The total numbersubstantially accurate. Selling price of parts targeteddo not have too much fluctuations, in spite of this fact, the management does review their inventory price and the internal monthly reports do reflect any downward change which is subsequently reported in the quarterly reports. The Company has limited history, but the management has access to be uploaded are approximately 15,000.records to the previous owners’ activities which go back to over 10 years.

Management has opted to provideThe tax returns for the depreciation of equipment, trucksprevious years have been filed and building atthere are no tax liabilities due to the end offact that the year instead of providing for it on quarterly basis.books reflect a net loss.

*Market conditions may change, which my adversely affect the future results.The company’s administrative office has been relocated at 6269 Caledon Road, King George, VA 22485.

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018,2017, AND FOR EACH OF THE PRECEDING YEARS THEN ENDED, INCLUDES A “GOING CONCERN” EXPLANATORY PARAGRAPH, THAT DESCRIBES SUBSTANTIALLY DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN.

BALANCE SHEET

On JuneSeptember 30, 20182019 the Company had total current assets of $1,388,254$1,642,270 consisting of $19,115$11,733 in cash and $7,723$43,072 in trade receivables, and $573 in Advances for Purchases and $571,260 in inventory and $18,963 in Advance for purchases. As on June 30, 2019 the Company has a total current assets of $1,556,891 consisting of $46,908 in cash and $8,629 in trade receivables, and $28,879 in Advance for purchases, $14,370 in Advance for product development, $2,123 receivable from subsidiaries and $682,361$775,724 in inventory at cost.book value. The suggested sale price is over $1,700,000.

NEED FOR ADDITONAL CAPITAL

The Company increasedwas successful in securing the loan to purchase the property. The fair market value of the property reported by the Seller (i.e., the lending institution who were in possession of the property upon foreclosure) was over $1,500,000 while it cost the company around $770,000 to purchase the same. The Company desires to increase its Equity Capital by acceptingdismantling capability and storage area. Thus, the management is considering to add another 10,000 to 20,000 sq. ft. steel barn under a subscription forlease financing program to facility its growth. Upon this being achieved a sum of $14,490 against sale of 21,000 restricted shares of common stock thus the issued and outstandinggreater number of shares stood at 26,221,000 as on June 30, 2018 as against 25,200,000 issued and outstanding shares as on December 30, 2018.

EQUITY LINE OF CREDITautomobiles could be procured for dismantling. An informal analysis has revealed the fact that from the total inventory in hand, approximately 30% is sold annually. Thus to achieve a $1,000,000 sale the inventory level should be increased to $3,000,000. On the other hand, the analysis has also revealed that cost the inventory is around 30%.

The Companyfinal conclusion, thus, is to secure $1,000,000 of additional capital to build inventory to achieve a $1,000,000 in sales.

Strategic planning has obtained an equity line of credit from River Valley Bank, additionally personally guaranteed by the CEO, Mr. Sabir Saleem against which, a sum of $251,000 was drawn as on June 30, 2018. The line of credit is being used for operating expenses, primarily for purchase of inventory.begun to secure this additional funding.

REVENUE RECOGNITION

The Company recognizes revenues on arrangements in accordance with Securitas and Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and FASB ASC 605-15-25, REVENUE RECONGNITION. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonable assured. The Company reported gross revenues of $249,655$551,182 for the year ending December 31, 2018.2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABUT MARKET RISKS

Not Applicable.

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ITEM 4. CONTROLS AND PROCEURES

Management's Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control so as to

(1)  maintain the records  in reasonable detail, which will accurately and fairly reflect the transactions and dispositions of the Company's assets;

(2) to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are  made  within the delegated authority ; and

(3) to provide reasonable assurance for the  prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on company’s financial statements.

However, the management asserts that the company does not have any accounting staff due to limited financial resources though has plans to recruit gradually.  Also, this company does not have a well written document on accounting policies and procedures, though has plans to have them shortly.  Consequently, this can result in possible errors in the presentation and disclosure of financial information in our annual, quarterly, and other filings.

The SIC Code of 1700 as showing in Edgar for this company is no longer valid, since this company is now dealing with the auto parts, as OEM Recycled Auto Parts. Segregation of duties is an important factor in Internal Control.  Though it is achieved to a certain extent, the management is committed to strengthen the internal controls effectively in the coming months.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended JuneSeptember 30, 2019,2018, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTOR

Not Applicable to Smaller Reporting Companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period of January 1, 2015 and March 31, 2015, the Company issued 9,700 shares of Preferred Shares – Series “A” for a sum of $58,000 and 330,000 shares of Preferred Shares – Series “B” for a sum of $330,000 which were the result of conversion of certain debts of the company.

InOn April 2, 2019, the Company, asin a private transaction issued 21,000 restricted shares of Common Shares forthe Company accepted a sum of $14,490.$14,490.00 against issuance of 21,000 restricted Common shares of the Company. Thus the total common shares issued and outstanding as on June 30, 2019 stood at 26,221,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

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ITEM 5. OTHER INFORMATION

Not Applicable

ITEM 6. EXHIBITS


The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:
 
Exhibit No. Description
   
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T

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 thereunto duly authorized.

 Free Flow Inc.
 Registrant
  
  
Dated August 7,November 14, 2019By: /s/ Sabir Saleem 
 Sabir Saleem, Chief Executive Officer,
 Chief Financial and Accounting Officer

 

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