UNITED STATES
FORM 10-Q
☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 |
Commission file number 000-54868
Free Flow, Inc.
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)
(703) 789-3344
(Registrant’s telephone number, including area code)
----------------------------------------------------
Check whether the registrantissuer (1) has fledfiled all reports required to be fledfiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to f lefile such reports), and (2) has been subject to such flingfiling requirements for the pastlast 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated fler,filer, an accelerated fler,filer, a non-accelerated fler,filer, or a smaller reporting company, or an emerging growth company. See the defnitionsdefinitions of “large"large accelerated f ler,” “accelerated fler,” “smallerfiler, "accelerated filer," "non-accelerated filer," and "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 |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes YES ☐ No ☒
State the number of shares outstanding of each of the issuer’sissuer's classes of common stock,equity, as of the latest practicable date.date: 26,221,000 shares as of July 26, 2018.
Table of Contents
As of | As of | |||||||
June 30, 2019 | December 31, 2018 | |||||||
(Un-audited) | (Audited) | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash | $ | 46,908 | $ | 19,115 | ||||
Trade Receivables - current | 8,629 | 7,723 | ||||||
Trade Receivables - old | - | 573 | ||||||
Receivable from Subsidiaries | 2,123 | |||||||
Product Development Advance | 14,370 | |||||||
Advances for Inventory Purchases | 28,879 | 18,963 | ||||||
Inventory at cost, | 682,361 | 571,260 | ||||||
TOTAL CURRENT ASSETS | 783,269 | 617,634 | ||||||
Fixed Assets | ||||||||
Land and Building, at cost | 775,515 | 772,513 | ||||||
Less: Accumulated depreciaton | (30,901 | ) | (30,901 | ) | ||||
Writtendown value | 744,614 | 741,612 | ||||||
TOTAL FIXED ASSETS | 744,614 | 741,612 | ||||||
Other Assets | ||||||||
Delivery Turcks at cost | 3,500 | 3,500 | ||||||
Less: Accumulated depreciaton | (2,492 | ) | (2,492 | ) | ||||
Writtendown value | 1,008 | 1,008 | ||||||
Equipment and Delivery Trucks, after depreciation allowance | 35,000 | 35,000 | ||||||
Less: Accumulated depreciaton | (7,000 | ) | (7,000 | ) | ||||
Writtendown value | 28,000 | 28,000 | ||||||
TOTAL OTHER ASSETS | 29,008 | 29,008 | ||||||
TOTAL ASSETS | $ | 1,556,891 | $ | 1,388,254 | ||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Current Liabilities | ||||||||
Accounts Payable | $ | 8,723 | $ | 7,468 | ||||
Notes Payable - Related Parties | 10,018 | 380 | ||||||
TOTAL CURRENT LIABILITIES | 18,741 | 7,848 | ||||||
Long Term Liabilities | ||||||||
Line of Credit | 251,000 | - | ||||||
Loan - secured | 895,877 | 900,100 | ||||||
TOTAL LONG TERM LIABILITIES | 1,146,877 | 900,100 | ||||||
Total Liabilities | 1,165,618 | 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 | ||||||
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 | ||||||
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 | ||||||
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 | ||||||
Additional Paid in capital | 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 | ) | ||||
TOTAL STOCKHOLDERS' DEFICIT | (409,662 | ) | (320,629 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | 1,556,891 | $ | 1,388,254 |
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 |
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 | ) |
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 |
Notes to Condensed Consolidated Financial Statements10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS14
ITEM 4. CONTROLS AND PROCEDURES14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES15
ITEM 4. MINE SAFETY DISCLOSURE15
ITEM 1. FINANCIAL STATEMENTS
FREE FLOW, INC. | ||||||
Balance Sheet | ||||||
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| As of |
| As of |
| As of |
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| March 31, |
| March 31, |
| December 31, |
2020 |
| 2019 |
| 2019 | ||
|
| (Unaudited) |
| (Unaudited) |
| (Audited) |
| ||||||
ASSETS | ||||||
Current Assets |
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| |
| Cash in hand and bank | $10,141 |
| $2,775 |
| $7,226 |
| Trade Receivables - current | 77,563 |
| 18,526 |
| 107,091 |
| Other Receivables - Staff /Intra-company | 8,850 |
|
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| 6,073 |
| Rounding off decimal error |
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|
| (2) |
| Advance for Inventory Purchases | 28,000 |
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| Deposit for Sales' leads | 20,000 |
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| Inventory | 840,156 |
| 594,670 |
| 776,588 |
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| |
TOTAL CURRENT ASSETS | 984,711 |
| 615,971 |
| 896,976 | |
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| |
Fixed Assets |
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| |
| Land and Building | 776,704 |
| 773,513 |
| 776,704 |
| Less: Accumulated depreciation | (90,230) |
| (30,901) |
| (90,230) |
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| |
TOTAL FIXED ASSETS | 686,474 |
| 742,612 |
| 686,474 | |
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| |
Other Assets |
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| |
| Delivery Trucks, at cost | 3,500 |
| 3,500 |
| 3,500 |
| Less: Accumulated depreciation | (2,895) |
| (2,492) |
| (2,895) |
| Furniture | 100 |
|
|
| 100 |
| Equipment | 35,000 |
| 35,000 |
| 35,000 |
| Accumulated depreciation | (11,032) |
| (7,000) |
| (11,032) |
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TOTAL OTHER ASSETS | 24,673 |
| 29,008 |
| 24,673 | |
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| TOTAL ASSETS | $1,695,858 |
| $1,387,591 |
| $1,608,123 |
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||
Current Liabilities |
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| |
| Accounts Payable | 11,677 |
| 21,468 |
| 11,687 |
| PayPal | 60,206 |
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| Notes payable - related parties | 10,343 |
| 56,033 |
| 10,343 |
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TOTAL CURRENT LIABILITIES | 82,226 |
| 77,501 |
| 22,030 | |
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Long Term Liabilities |
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| |
| Loan - secured | 885,520 |
| 898,595 |
| 889,340 |
| PayPal Advance |
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| 10,857 |
| Line of Credit | 328,012 |
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| 311,012 |
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TOTAL LONG TERM LIABILITIES | 1,213,532 |
| 898,595 |
| 1,211,209 | |
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Total Liabilities | 1,295,758 |
| 976,096 |
| 1,233,239 | |
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Redeemable Preferred Stock |
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| |
| Series B; 500,000 shares authorized, 330,000 and 0 issued and outstanding as of March 31, 2020 (Classified as Mezzanine equity) | 330,000 |
| 330,000 |
| 330,000 |
| Series C; 500,000 shares authorized, 470,935 and 0 issued and outstanding as of March 31, 2020 (Classified as Mezzanine equity) - As equity in Accurate | 470,935 |
| 470,935 |
| 470,935 |
Stockholders' (Deficit) |
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| |
| Preferred stock ($0.0001) par value, 20,000,000 shares authorized 10,000 shares part value $0.0001 Class A issued on March 31, 2020 and December 31, 2019 | 1 |
| 1 |
| 1 |
Additional Paid in capital |
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| |
| Common Stock, ($0.0001 par value 100,000,000 shares authorized 26,200,000 shares issued and outstanding as of March 31, 2020 and December 31, 2019 | 2,622 |
| 2,620 |
| 2,620 |
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Additional paid-in capital | 131,033 |
| 114,545 |
| 131,033 | |
Current Period - Profit | 25,214 |
| (34,405) |
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| |
Accumulated Deficit | (559,705) |
| (472,201) |
| (559,705) | |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (400,835) |
| (389,440) |
| (426,051) | |
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| TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT) | $1,695,858 |
| $1,387,591 |
| $1,608,123 |
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The accompanying notes are an integral part of these financial statements |
Free Flow, Inc. | ||||||||
Statements of Operations | ||||||||
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| 3 months |
| 3 months |
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| Ended |
| Ended |
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| Year Ended |
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| March 31, |
| March 31, |
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| December 31, |
| 2020 |
| 2019 |
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| 2019 | ||
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| (Un-audited) |
| (Un-audited) |
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| (Audited) | |
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REVENUES |
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| Sales |
| $116,379 |
| $58,784 |
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| $420,538 |
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TOTAL REVENUES |
| 116,379 |
| 58,784 |
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| 420,538 | |
COST OF GOODS SOLD |
| 33,622 |
| 24,772 |
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| 111,745 | |
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GROSS PROFIT |
| 82,757 |
| 34,012 |
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| 308,793 | |
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GENERAL AND ADMINISTRATIVE EXPENSES |
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| General & Administrative Expenses |
| 121,112 |
| 68,418 |
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| 430,604 |
| Depreciation Expenses |
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OTHER EXPENSES (INCOME) |
| (63,569) |
| - |
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| - |
| - |
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| - |
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Total Expenses |
| 57,543 |
| 68,418 |
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| 430,604 | |
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Net Profit (Loss) |
| 25,214 |
| (34,405) |
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| (121,811) | |
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NET PROFIT (LOSS) |
| $25,214 |
| ($34,405) |
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| (121,811) | |
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BASIS INCOME (LOSS) PER SHARE |
| (0.01) |
| (0.01) |
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| (0.01) | |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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| 26,221,000.00 |
FREE FLOW, INC. | |||||||||||||
Statement of Changes in Shareholders' (Deficit) | |||||||||||||
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| COMMON STOCK |
| PREFERRED STOCK |
| ADDITIONAL PAID-IN |
| ACCUMULATED |
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SHARES |
| AMOUNT |
| SHARES |
| AMOUNT |
| CAPITAL |
| DEFICIT |
| TOTAL | |
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| Series -A |
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Balance, December 31, 2019 | 26,221,000 |
| 2,622 |
| 10,000 |
| 1 |
| 131,033 |
| (559,705) |
| (426,051) |
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Profit for the quarter ended March 31, 2020 |
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| 25,214 |
| 25,214 |
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BALANCE, MARCH 31, 2020 | 26,221,000 |
| 2,620 |
| 10,000 |
| 1 |
| 131,033 |
| (534,491) |
| (400,835) |
FREE FLOW, INC. & SUBSIDIARY ACCURATE AUTO PARTS, INC. | ||||||
Statements of Cash Flow | ||||||
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| Period |
| Year |
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| Ending |
| Ended |
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| March 31, |
| December 31, |
| 2020 |
| 2019 | |||
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CASH FLOW FROM OPERATING ACTIVITIES |
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NET PROFIT (LOSS) |
| $25,214 |
| $(121,811) | ||
Depreciation allowance |
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| (Increase) in Other Assets |
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| 59,473 | |
| Increase in Trades Payable |
| 29,520 |
| 4,219 | |
| (Increase) Advance for Inventory Purchases |
| (30,779) |
| 18,963 | |
| (Increase) Trade Receivables |
| (20,000) |
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| |
| (Increase) Decrease in Inventory |
| (63,568) |
| (205,328) | |
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| NET CASH USED IN OPERATING ACTIVITIES |
| $(59,614) |
| $(349,450) |
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CASH FLOW FROM FINANCING ACTIVITIES |
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| Proceeds from notes payable - related parties |
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| 9,963 | |
| Proceeds from Line of Credit |
| 17,000 |
| 311,012 | |
| Proceeds from Pay Pal Advance |
| 49,349 |
| 10,857 | |
| Proceeds from Loan from River Valley Bank |
| (3,820) |
| (10,760) | |
| Proceeds from Subscription Money |
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| 16,487 | |
| Rounding off the decimals - error |
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| 2 | |
| (Increase) in Fixed Assets - Land, Building |
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| Proceeds from Accounts Payable - trade (Decrease in Accounts Payable) |
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| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
| $62,529 |
| 337,561 |
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NET INCREASE (DECREASE) IN CASH |
| 2,915 |
| (11,889) | ||
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CASH AT BEGINNING PERIOD |
| 7,226 |
| 19,115 | ||
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CASH AT END PERIOD |
| $10,141 |
| $7,226 |
Free Flow, Inc.
Notes to Condensed Consolidated Financial Statements
March 31, 2020
(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 June 30, 2019March 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the sixthree months ended June 30, 2019March 31, 2020 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, 20182019 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 workingis no longer obtaining capital line of credit from its commercial bankmanagement and significant shareholders to meet its minimal operating expense and is expecting thatmeeting such expenses from cash flow from sales will soon be available to augment the operating capital needs.sales. However, management cannot provide an assurance that the Company will be successfulcontinue operating successfully in accomplishing any of its plans.
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. 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 its Auto Parts facility, and have an independent profit center. The company continued its research on the related subjects and has embarked upon substitutingfinally come up with a plan to expand its automobile crushing business to shredding of automobiles and recovering ferrous metals.
buyers overseas who have already signed letter of auto shredding equipment have been received and are being evaluatedintent to determine the most suitable and competitive supplier. The initial plan is laid out to have an output ofpurchase 3,000 metric tons of shredded steel per month.
As was reported in 10-Qs10Qs for the earlier quarters as well as in 10-Ks10Ks for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name 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, which plan did not materialize. Accurate Investments, Inc. has pursued other business opportunities that are discussed under subsequent events in note 6 below.
On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objective of operating a auto dealership but this entity remained inactive due to lack of qualified personnel. The company is now in the process of negotiations with a qualified operator and has remained dormant until any business is transacted.
NOTE 4 – RELATED PARTY
As of December 31, 2018,2019, the Company had a notenotes payable in the amount of $380$10,343 to Redfield Holdings, Ltd. a related party. During the sixthree months ended the Company borrowed an additional $9,638 thus owing a total sum of $10,018 as of June 30, 2019.the amount owed is unchanged. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2020.
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 June 30,March 31, 2017 total preferred shares issued and outstanding are 10,000 Series “A” and 330,000 Series “B”.
On December 31, 2018 the Company had a Note outstanding in the principal amount of $470,935; by mutual consent this note and accrued interest was converted to 470,935 preferred shares - Series “C”.
On April 2, 2019, in a private transaction the Company accepted a sumsubscription in the amount of $14,490.00$14,490 against issuance of 21,000 restricted Commoncommon shares ofthis bringing the Company. Thus the total number of common shares issued and outstanding as on June 30, 2019 stood atto 26,221,000.
NOTE 6 – SUBSEQUENT EVENT
Management has evaluated subsequent events through the date which the financial statements were available to be issued. Based on the evaluation there occurred a material event that require recognition in or disclosure to the financial statements. The Company has received confirmation from the bank that has made loan against the property and has made available a working line of credit that it will freeze payments of mortgage and interest on both loans for a period of six month beginning April 2020. In addition to this accommodation the bank has also confirmed availability of $27,800 of loan under the Paycheck Payment Program for a period of two years at an annual interest rate of 1%.
The Company is still open for business, but the sales are down by more than 50%.
ITEM 2. MANAGEMENT’S DISCUSSION AND ALALYISANALYSIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENT SAND 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 madecontinues its business to purchase end of life and wrecked vehicles and grow its business.
Motors & Metals, Inc. the Company’s subsidiary for processing of scrap metal, upon receiving a salerevalidation of $79,600its zoning from the Town Authorities applied for State license to operate as “Scrap Metal Processor”. This was granted in early January of Automobile2020; it is worth mentioning here that the Company already had such license under its subsidiary namely Accurate Auto Parts, and Services.Inc. The State enacted new regulations whereby auto recycling facilities could no longer operate as “scrap metal processor” thus the Company continues seeking additional sales bothopted to apply for another license independent of Accurate Auto Parts, Inc.
Thereafter, the management began its process to contact machinery manufactures in the domesticUSA and international markets.
Feasibility report has been prepared and comparative analysis has been conducted to arrive at the most practical conclusion. It has thus been determined that the Company will to go ahead and expand its scrap metal processing.
Financial arrangements for capital expenditure are being sought, in view of the positive forecasts of earnings and sales, the Company expects that financing will be available.
RESULTS OF OPERATIONS
The Company did recognize revenue for a sum of $147,569$116,379 during the sixthree months ended June 30, 2019March 31, 2020 and $79,600$58,784 of revenues during the sixthree month ended June 30, 201.March 31, 2019. While the net revenues for the period ended June 30, 2019March 31, 2020 were higher by $ $67,969$57,595 than for the same period during 2018 and2019, the Cost of Goods Sold was also higher by $42,007$8,850 during the period ended June 30, 2019March 31, 2020 as compared to the same period during 2018. This 12.68% increase in cost of goods sold was due to additional labor having been deployed and the training expenses associated thereagainst.2019. The general and administrative expenses for the period ended June 30 2019March 31, 2020 were $103,750$121,112 as compared to $13,631$68,418 for the same period during 2018. 2019. The additional sum of $52,694 is attributed to additional costs and expenses that have been incurred for hiring additional production and management employees.
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.
The increase in profits is a net operating lossresult of $105,522 as compared toan increase in sales and a profit of $21,701 for the corresponding periodreduction in the year 2018, this decrease in net operating profit by $127,223 is due 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.
LIQUIDITY
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2018,2019, 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.
On June 30, 2018March 31, 2020 the Company had total current assets of $1,388,254$1,695,858 consisting of $19,115$10,141 in cash and $7,723$77,563 in trade receivables, $840,156 in inventory of auto parts, $28,000 as advance for purchase of automobiles, and $20,000 deposit for leasing data base for leads of prospective clients; as compared to March 31, 2019 which were: total assets of $615,971 consisting of $2,775 in cash and $18,526 in trade receivables, and $573 in Advances for Purchases and $571,260$594,670 in inventory comprising of automobile parts 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 in inventory at cost.
LINE OF CREDIT RECEIVED AND FURTHER ANTICIPATED
The Company increaseddoes have cash sufficient to meets its Equity Capital by accepting cash needs. Incredible Bank (f/k/a subscriptionRiver Valley Bank), extended a line of credit for a sum of $14,490 against sale$350,000 for working capital. If market conditions had remained the same and no adverse circumstances had occurred the company was adequately funded to meet its budgeted plan of 21,000 restricted shares of common stock thusoperations, but now due to Coronavirus the issued and outstanding 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.
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 605-15-25,605-15- 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$340,148 for the year ending December 31, 2018.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABUTABOUT MARKET RISKS
Not Applicable.
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 doesdid not have any accounting staff due to limited financial resources though now 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.
The company promoted two of its senior managers to become executive directors thus taking on greater responsibilities and deserving greater rewards. Both of these individuals have over 25 years’ experience in auto parts industry.
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 June 30, 2019,March 31, 2020, 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.
During the period of April 2019 the Company asaccepted a private transaction, issuedsubscription of $14,490 against issuance of 21,000 restricted shares of Common Shares for a sum of $14,490.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
ITEM 5. OTHER INFORMATION
PART II. OTHER INFORMATION
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
3.2Bylaws*
31.1Sec. 302 Certification of Principal Executive Officer
31.2Sec. 302 Certification of Principal Financial Officer
32.1Sec. 906 Certification of Principal Executive Officer
32.2Sec. 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 May 12, 2020 | ||
By: /s/ Sabir Saleem | ||
Sabir Saleem, Chief Executive Officer, | ||
Chief Financial and Accounting Officer |