ITEM 1.  FINANCIAL STATEMENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements. 

ITEM 1.  FINANCIAL STATEMENTS

Free Flow, Inc.

Notes to Condensed Consolidated Financial Statements

JuneSeptember 30, 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 JuneSeptember 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the sixnine months ended JuneSeptember 30, 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, 2019 filed with the SEC on April 29, 2020.10, 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 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 had remained inactive but was in good standing, until itIn August 2018 Motors & Metals, Inc. received a letterfirm expression of intentinterest from an overseas buyer willing to enter aplace long term contractpurchase orders to purchase shredded steal derived from automobile otherbuy 3,000 to 5,000 MT of Processed Scrap Metal. For over eight (8) months, the management scouted around to find a seller but learnt that no scrap metals.metal processor was willing to entertain the business due to their loyalty agreements they have with their Buyer(s). Ultimately, the management decided to set up its own Scrap Metal Processing facility at the company owned 20 acre facility in King George, Virginia

After getting the Zoning re-validated, the application was approved by the State of Virginia in early 2020. Thus Motors & Metals, Inc. has embarked upon substituting its automobile crushinga valid license to operate as a Recycling Facility – Scrap Metal Processor. Concurrently, the management began preparation of feasibility study and shredding businessconclude to only shredding of automobilespurchase the machinery and and other metals to recover ferrous metals.

Proposals form renowned manufacturers of auto shredding equipment havefrom the Chinese manufacturer who has a presence in the USA. A Sales Order/Proforma Invoice has been received andbut do to an embargo by the Chinese Government not to finance any such trade for USA, the proposal is moving slow which alternate financing arrangements are being evaluatedsought.

The Management is also in discussion with a USA manufacturer to determinefacilitate financing even though the most suitable and competitive supplier. prices are higher than the Chinese.

The initial plancost of the project is laid out to haveestimated at $7,000,000 with an outputEBITDA of 3,000 to 5,000 tons of shredded steel per month.20% p.a.

As was reported in 10Qs for the earlier quarters, as well as in 10Ks10-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.

On January 4, 2017 a subsidiary named City Autos, Corp. was incorporated in the Commonwealth of Virginia which remained dormant until July 21, 2020 whereby a business license has been obtained and City Auto is preparing to start business of auto “Lease – Rent To Own”. The premises were already zoned for use as an Auto Dealership, and there existed a used car deanship operated by the former owners. City Autos is preparing to obtain a dealership license from the State and expects to start with a 50 cars fleet to Lease – Rent to own.

NOTE 4 – RELATED PARTY

As of December 31, 2019, the Company had a note payable in the amount of $10,343 to Redfield Holdings, Ltd. a related party. During the sixnine months ended the Company debited an additional $25reduced the borrowing by $225 thus owing a total sum of $10,318$10,118 as of JuneSeptember 30, 2020. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2021.2020.

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.

On August 5, 2020 the company filed the following Amendment to the Capital Stock:

The amount of the total Common Stock of the corporation is Hundred Million (100,000,000) shares of Common Stock, par value ($.0001) per shares.

The total amount of Preferred Stock of the corporation is Twenty Million (20,000,000) shares, par value ($.0001) per share. The preferences being that there will be various series of Preferred Share, such preferences are more specifically defined as under along with the number of shares allocated to each series:

Series “A”: Number of shares allocated are Ten Thousand (10,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “A” will carry voting rights equal to Ten Thousand (10,000) shares of Common Shares; thus the voting rights attributed to all of these 10,000 shares would be equal to One Hundred Million common shares.

Series “B”: Number of shares allocated are Five Hundred Thousand (500,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “B” will carry voting rights equal to one share of Common Shares; and are redeemable with 365 days’ notice.

Series “C”: Number of shares allocated are Five Hundred Thousand (500,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “C” will carry voting rights equal to one share of Common Shares and could be used to assign corresponding capital in to any subsidiary of Free Flow, Inc. with a view to extend comfort to any lender. Such shares are redeemable upon such lender authorizing the redemption of capital in the respective subsidiary company.

Series “D”:  Number of shares allocated are Fifteen Million  (15,000,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “D” will carry voting rights equal to one share of Common Shares This series of shares could be issued against subscription of any amount as the board of directors and/or majority of the shareholders approve. Series “D” shares could be converted in to common shares as approved by the majority shareholders.

Series “E”: Number of shares allocated are Three Million Nine Hundred Ninety Thousand (3,990,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “E” will carry voting rights equal to one share of Common Shares This series of shares could be issued against subscription in cash or kind including but not limited to subscription directly into capital account of any subsidiary for any amount as the board of directors and/or majority of the shareholders approve. Series “E” shareholders could be entitled to a specifically defined profit sharing in a specific project or transaction(s). Series E shares could be redeemable and/or converted in to common shares as agreed between the subscriber(s) and approved by the majority shareholders and/or by the Board of Directors of the Company.

The amendment effected herein was authorized by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon at a meeting of the shareholders pursuant to Section 242 of the General Corporation Law of the State of Delaware

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”.

January 1, 2019, by consent of the related party note holder i.e., by Redfield Holdings, Ltd. the debt for a sum of $470,935 was converted to Preferred Shares Series “C” to be described as Mezzanine Equity in its subsidiary, namely Accurate Auto Parts, Inc. The total number of shares classified as Preferred Shares Series “C” are 500,000.

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

On August 17, 2020 the Company completed its Private Placement Memorandum to raise $19.5 million with no minimum, against issuance of 15,000,000 Series “D” shares at a price of $1.30 per share. The memorandum can be accessed on Company’s website, i.e., www.FreeFlowPLC.com

NOTE 6 – SUBSEQUENT EVENTS

None.On October 20, 2020 the Company through its subsidiary Accurate Investments, Inc. executed a letter of intent with the owners of all of the issued and outstanding shares of Terra Construction Group, Inc.(the “Terra”) with three of its wholly owned subsidiaries to purchase all of the shares at a token price $100 and other considerations. Terra has been in the business of land development and mining in Florida around the Tampa/St. Petersburg area.  Terra has a carried forward tax loss of $33 million. The company is conducting its due diligence and if found feasible then Terra will become a wholly owned subsidiary of the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSISANALYIS 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

N.B.   Market conditions may change, which my adversely affect the future results.

Accurate Auto Parts, Inc. the Company’s used auto parts subsidiary has made a sale of $280,780$360,236 of Automobile Parts and Services. The Company continues seeking additional sales both in the domestic and international markets.

In May 2020 the company hired a marketing manager as independent contractor to develop marketing strategy and thus improve sales. Thus far, the ground work has been completed and a data base has been complied. The Company is already seeing an increase in sales compared to the same period last year.

Regarding scrap metal processing: Motors & Metals, Inc., the subsidiary which is licensed to operate as scrap metal processor completed its scope of equipment and machinery and thereafter, on July 4, 2020 the company received a firm quotation from an equipment manufacturer. The cost of the project is estimated at $9,000,000 with a projected EBITDA of about 20% on an estimated annual revenue of $10,000,000. Financing arrangements are currently being worked upon and the Company expects to secure and firm up the plans as soon as possible. Due to Covit19, the response from Investors and Lenders/Equipment Leasing companies is rather slow.

However, the surveyors have completed the demarcation of the property, the area dedicated to the scrap metal processing has been determined to be around 9 acres. Motors & Metals, Inc. is beginning the clean-up process. Equipment is being purchased and operators have been hired.

A firm contract with the machinery suppliers will be executed as soon as financing is arranged.

City Autos, Corp. – the subsidiary of the Company has received the business license to operate as used car dealership which encompasses the business of auto leasing and renting. Application to the DMV in the Commonwealth of Virginia will soon be filed to obtain the dealer license. City Autos plans to confine its business to auto “Lease – Rent To Own” only. The model City Autos has chosen is a weekly program to Lease – Rent To Own on affordable weekly payments.  City Autos plans to stay with a 50 cars fleet until such time that adequate staff is hired and trained.

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $280,780$360,236 during the sixnine months ended JuneSeptember 30, 2020 and $147,569$255,310 of revenues during the sixNine month ended JuneSeptember 30, 2019. While theThe net revenues for the period ended JuneSeptember 30, 2020 were highermore by $ $133,210$104,926 than for the same period during 2019 and the Cost of Goods Sold was higherhigh by $22,113$86,490 during the period ended JuneSeptember 30, 2020 as compared to the same period during 2019. This 14 %The Gross Profit had an increase, in cost of goods sold was due to less number of automobiles being dismantled while the overheads for dismantling remained the same. The general and administrative expenses fori.e. by $ 18,437 during the period ended JuneSeptember 30, 2020 were $29,117 as compared to $103,750 for the same period during 2019.  During the period of 2019 the Company was making purchases in excess to what it did during the same period in 2020, excess purchases lead to excess administrative expenses. Also because the company is now in a stabilized mode and costs are being controlled.

During the sixNine months ended JuneSeptember 30, 2020, the company recognized a gross profitCompany incurred operational expenses of $189,383 as compared$235,785. This compares to $69,283$255,936 for the corresponding period in the year 2098, this increase of $111,097 in Gross profit equates to approximately 14% as compared to the sixnine months ended JuneSeptember 30, 2019. This decrease in operational expenses reflects the decrease in operation staff.

During the six monthnine months ended JuneSeptember 30, 2020 the company recognized a net operating profit of $105,072$77,455 as compared to a loss of $105,522$60,041 for the corresponding period in the year 2019, thisthus recognizing a significant increase as compared to the nine months ended September 30, 2019. The optimal utilization of staff and infrastructure that has been build up will take time to show the desired results. Staff is being trained to achieve the productivity that will result in netbetter revenues in near future. The company sustained a loss of $27,616 during the third quarter of 2020 as compared to a profit of $32,584 for the same period during 2019. Thus the operating profit as reported on June 30, 2020 was reduced from $105,072 to $77,455 as of September 30, 2020.

The books show an operating net profit of $77,455 the Company has also increased its inventory by $210,593$110,955 thus showing a total inventory at cost of $887,543 as on September 30, 2020 as compared to an inventory at cost for a sum of $776,588 as on December 31, 2019 and $859,706 as on June 30, 2020. 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.*

The inventory valuation is based on the industry standards, the management reviewed financial statements of other companies that are listed on NASDAQ and are audited by PCAOB firms like BDO. The management found that their approach was exactly same thus the inventory valuation is managements view is substantially accurate. Selling price of parts do 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 records to the previous owners’ activities which go back to over 10 years.

The tax returns for the previous years have been filed and there are no tax liabilities due to the fact that the sales were higher by $133,210 and the fixed administrative, professional and financial expenses were significantly low thus yieldingbooks reflect a higher margin of profit. .net loss.

The Company began selling on eBay and continues to attain a rating of five star (5/5). This excellent rating is based on review by the customers. Uploading the inventory is a lengthy and slow process (to log on inventory with photographs and price) on the eBay platform.company’s administrative office has been relocated at 6269 Caledon Road, King George, VA 22485.

Management has opted to provide for the depreciation of equipment, trucks and building at the end of the year instead of providing for it on quarterly basis.

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019,2017, 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, 20202019 the Company had total current assets of $1,258,048$1,642,270 consisting of $178,887$11,733 in cash and $150,409$43,072 in trade receivables, and $61,817 in Advances for Purchases and $859,706 in inventory As on June 30, 2019 the Company has a total current assets of $896,976 consisting of $7,226 in cash and $107,091 in trade receivables, and $776,588$775,724 in inventory at cost.book value. The suggested sale price is over $1,700,000.

EQUITY LINE OF CREDIT

NEED FOR ADDITONAL CAPITAL

The Company has obtained an equity linewas successful in securing the loan to purchase the property. The fair market value of credit from River Valley Bank, additionally personally guaranteedthe property reported by the CEO, Mr. Sabir Saleem against which,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 dismantling capability and storage area. Thus, the management is considering to add another 10,000 to 20,000 sq. ft. steel barn under a sumlease financing program to facility its growth. Upon this being achieved a greater number of $340,512 was drawn as on June 30, 2020. automobiles 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 linefinal conclusion, thus, is to secure $1,000,000 of credit is being used for operating expenses, primarily for purchase of inventory.additional capital to build inventory to achieve a $1,000,000 in sales.

OTHER LOANS

As of June 30, 2020 the Company had an outstanding loan from PayPal in the amount of 49,349 and received a loan under SBA Payroll Protection and Economic Injury Disaster Loan in the amount of $178,490.Strategic planning has 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 ABOUTABUT MARKET RISKS

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURESPROCEDURES

Management's Report on

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing

We maintain disclosure controls and maintaining adequate internal control so as to

(1)  maintain the recordsprocedures (as defined in reasonable detail, which will accuratelyRules 13a-15(e) and fairly reflect the transactions and dispositions15d-15(e) of the Company's assets;

(2)Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to providebe effective in providing reasonable assurance that transactions areinformation required to be disclosed in our reports under the Exchange Act is recorded, as necessary to permit preparationprocessed, summarized and reported within the time periods specified in the rules and forms of financial statements in accordance with generally accepted accounting principles,the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the Company's receiptseffectiveness of our disclosure controls and expenditures are made withinprocedures as of the delegated authority;end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and

(3) to provide reasonable assurance procedures were not effective for the prevention or timely detection of unauthorized acquisition, use or dispositionquarterly period ended September 30, 2020.

The following aspects of the Company's assets that could have aCompany were noted as potential material effect on company’s financial statements.weaknesses:

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

In designing and evaluating disclosure controls and procedures, though has plansmanagement recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative 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.their costs.

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 ReportingControls

There have beenBased on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changeschange occurred in ourthe Company's internal controls over financial reporting that occurred during the periodquarter ended JuneSeptember 30, 2020, that havehas materially affected, or areis reasonably likely to materially affect, ourthe Company's internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

Not Applicable to Smaller Reporting Companies.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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 

3.1Articles of Incorporation* 

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

SIGNATURES

In accordance with 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 thereuntohereunto duly authorized.

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