10-Q

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 MARCH 31, 2023

Commission file number 000-54868

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

Delaware	45-3838831
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

6269 Caledon Road; King George, VA 22485

(Address of Principal Executive Offices)

(703) 789-3344

(Registrant’s Telephone Number)

—————————————————

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes x 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 x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected transaction 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 x

Applicable Only to Issuer Involved in Bankruptcy Proceeding During the receding Five Years.

N/A.

Applicable Only to Corporate Registrants

Securitas registered to Pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	FFLO	OTC QB

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  24,876,900 shares as of May 12, 2023

ITEM 1.  FINANCIAL STATEMENTS	2
Notes to Condensed Consolidated Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	11
ITEM 4. CONTROLS AND PROCEDURES	11
PART II – OTHER INFORMATION	12
ITEM 1. LEGAL PROCEEDINGS	12
ITEM 1A. RISK FACTOR	12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4. MINE SAFETY DISCLOSURE	12
ITEM 5. OTHER INFORMATION	12
PART II. OTHER INFORMATION	12
ITEM 6. EXHIBITS.	12
SIGNATURES	13

ITEM 1.  FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

	March 31, 2023	December 31, 2022
	(Unaudited)	(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$2,214	$17,274
Trade Receivables - current	92,898	94,641
Refund due from IRS - ERTC	77,643	77,643
Rounding off the decimals - error	(2)	(2)
Inter-company	-	-
Inventories	453	890
TOTAL CURRENT ASSETS	173,206	190,446
Fixed Assets
Land and Building, without depreciation	772,413	772,413
Less:Allownace for Depreciation	(241,228)	(241,228)
TOTAL FIXED ASSETS	531,185	531,185
Other Assets
Delivery Trucks, before depreciation allowance	2,500	2,500
Allownace for Depreciation	(2,500)	(2,500)
Improvements in progress	10,697	10,697
Equipment and Delivery Trucks, before depreciation allowance	31,712	31,712
Allownace for Depreciation	(31,712)	(31,712)
TOTAL OTHER ASSETS	10,697	10,697
TOTAL ASSETS	$715,087	$732,328
LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)
Current Liabilities
Accounts Payable	9,347	1,647
Notes Payable	12,902	10,402
Notes Payable - Related Parties	9,634	9,634
TOTAL CURRENT LIABILLITIES	31,883	21,683
Long Term Liabilities
Incredible Bank - Revolving Line of Credit - $350,000	319,319	319,319
PPP1	-	-
EIDL	499,900	499,900
PayPal Advance	29,517	33,528
Incredible Bank	847,817	851,817
TOTAL LONG TERM LIABILLITIES	1,696,554	1,704,564
Total Liabilities	1,728,437	1,726,247
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
Additional Paid in capital
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,200,000 shares issued and outstanding as of December 31, 2018 26,221,000 and 26,200,000 issued as on Dec. 31, 2019 and 2018 respectively	2,620	2,620
Additional Paid in capital	129,033	129,033
Subscription received - pending acceptance		-
Current year Profit (Loss)	(19,429)	(2,761,312)
(Accumulated Deficit) / Net worth, brought forward	(1,926,509)	834,803
(Accumulated Deficit) / Net worth
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	(1,814,284)	(1,794,855)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$715,087	$732,327

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended March 31,
	2023	2022
REVENUES
Sales	$956	$60,731
TOTAL REVENUES	956	$60,731
COST OF GOODS SOLD	9,811	54,031
GROSS PROFIT	(8,855)	6,700
GENERAL AND ADMINISTRATIVE EXPENSES
Selling,General & Administrative Expenses	13,449	67,798
Depreciation Expenses	-	-
Net Operating Profit (Loss)	(22,304)	(61,098)
OTHER INCOME (EXPENSES)	2,875	(2,541,190)
		-
Net Profit (Loss)	(19,429)	(2,602,289)
BASIS INCOME (LOSS) PER SHARE	(0.001)	(0.105)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	24,841,900

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	2023	2022
CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss) / Profit	(19,429)	$(2,602,289)
Adjustments to reconcile net income to net cash provided by operating activities:
Assets of IAP	-	940,000
Inventory	-	2,525,484
Notes payable IAP	-	(937,666)
Changes in operating assets and liabilities :
Decrease in Inventories	438	-
(Decrease) in Trades Payable	7,700	(12,232)
Decrease in Trade Receivables	1,743	23,123
NET CASH (USED IN) OPERATING ACTIVITIES	(9,548)	(63,580)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties	-	6,043
Proceeds / (Repayment ) from notes payable	2,500	2,850
Repayment to Pay Pal Advance	(4,011)	(4,011)
Proceeds from Loan from River Valley Bank	(4,000)	0
Proceeds from Subscription Money	-	-
Rounding off the decimals - error	-	(1)
Repayment to PPP1	-	(5,504)
Proceeds / (Repayment) from EIDL Loan	-	326,581
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES	(5,511)	$325,958
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS	(15,060)	262,378
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD	17,274	10,212
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD	$2,214	$272,590

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

4

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders' Equity

					ADDITIONAL			TOTAL
	COMMON STOCK		PREFERRED STOCK		PAID-IN	SUBSCRIPTION	RETAINED	STOCKHOLDERS'
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	RECEIVED	EARNINGS	EQUITY
			Series -A
Balance as of January 1, 2023	26,221,000	$2,620	10,000	$1	$129,033	$-	$(1,926,509)	$(1,794,855)
Subscription Received	-	-	-	-	-		-	$-
Net Income / (loss)	-	-	-	-	-	-	(19,429)	$(19,429)
Balance as of  March 31, 2023	26,221,000	$2,620	10,000	$1	$129,033	$-	$(1,945,938)	$(1,814,284)

					ADDITIONAL			TOTAL
	COMMON STOCK		PREFERRED STOCK		PAID-IN	SUBSCRIPTION	RETAINED	STOCKHOLDERS'
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	RECEIVED	EARNINGS	EQUITY
			Series -A
Balance as of January 1, 2022	26,221,000	$2,620	10,000	$1	$131,033	$-	$834,803	$968,457
Subscription Received / (Returned)	-	-	-	-	-	-	-	$-
Net Income / (loss)	-	-	-	-	-		(2,602,289)	$(2,602,289)
Balance as of  March 31, 2022	26,221,000	$2,622	10,000	$1	$131,033	$-	$(1,767,486)	$(1,633,832)

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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Free Flow, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Free Flow, Inc. (the "Company") was incorporated on October 28, 2011, under the laws of the State of Delaware to enter the green energy industry. It began with the idea of developing a swimming pool solar pump system. The solar energy business became very volatile due to the constant decline in prices of solar panels. The Company could not conclude any business in the solar energy sector. In February 2016 the Company formed a subsidiary namely JK Sales, Corp. (name changed to “Accurate Auto Sales, Inc.”) and began the business of selling used auto parts.  

Accurate Auto Sales, Inc., at a 19+ acre facility that it now owns, (the property is under contract for Sale, closing expected on or before July 10, 2023) in King George, VA, bought end of life and wrecked automobiles from Insurance Auctions and disassembled the same to parts. After the dis-assembly these parts were labelled and stored at its warehouse, the inventory was uploaded and sold through a very sophisticated internet network. The primary customers were auto body and mechanic shops. Accurate Auto Parts, Inc. is in a pause mode until it formulates new business policy.

In December 2020 the Company acquired the Assets of Inside Auto Parts, Inc. incorporated in 1993, which is centrally located between Richmond, Charlottesville, and Fredericksburg, Virginia with easy access to main transport routs. The salvage dealership, specializing in used foreign car and truck parts had been acquired by Free Flow, Inc. subsidiary named “FFLO - Inside Auto Parts, Inc.” and had 21,953.9 square feet fully enclosed and another 17,392.35 square feet under roof enclosed on 3 sides, all located on 16 acres of land in Mineral, Virginia then owned by FFLO. After over a year the assets were resold to the Seller. The primary reason not to continue was the Company’s inability to get financing to pay off the acquisition debt.

Subsequent to receipt, by another subsidiary of FFLO - namely Motors & Metals, Inc., of an LOI from an overseas buyer the Company planned to set up a “Scrap Metal Processing” plant and sought funding for equipment. A contract for purchase of equipment was intended to be executed with a Chinese equipment manufacturer, but due the Covid19 pandemic the transaction came to a halt. Also, the Government of China put an embargo to finance US projects. However, Motors & Metals, Inc. diversified its efforts and began in physical trading of scrap metal and continues to do so.

NOTE 2 – GOING CONCERN

Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are marginally sufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $1,814,285 since its inception thus requires greater sales for its contemplated operational and marketing activities to take place. Upon completion of the transaction of sale of assets that are under contract, these carried forward losses of $1,814,285 will be reduced by approximately $1,100,000 (as a result of capital gain) and would thus reduce the cumulative losses to approximately $700,000.  The Company's ability to increase additional sales in the future is unknown. The obtainment of additional sales, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

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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 has been changed to Motors & Metals, Inc. In August 2018 Motors & Metals, Inc. received firm expression of interest from an overseas buyer willing to place long term purchase orders to buy 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 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 a valid license to operate as a Recycling Facility – Scrap Metal Processor. Concurrently, the management began preparation of feasibility study and conclude to purchase the machinery and equipment from the Chinese manufacturer who has a presence in the USA. A Sales Order/Proforma Invoice had been received but do to an embargo by the Chinese Government not to finance any such trade for USA, the proposal was abandoned. The management, however, gained through knowledge related to scrap metal processing.

As reported in 10Qs for the earlier quarters, as well as in 10-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. the objectives of acquiring real estate property, which plan did not materialize. However, Accurate Investments, Inc. continues to pursue other investment opportunities that could add revenues to the Company.

On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership but the entity remained inactive due to lack of qualified personnel. The company has entered into an arrangement with a qualified person and has made an application to the DMV, State of Virginia for a dealer’s license. Bond was obtained and submitted to the DMV. License to operate as a used car and truck dealer was received in November 2022. The company has not commenced operations and plans to start operations at another location to be decided after the transaction to sell the property has been effectuated.

On December 22, 2020 the company through another subsidiary named FFLO – Inside Auto Parts, Inc. acquired the assets and business of an auto recycling entity located on a 16 acre facility in Mineral, Virginia. These assets, through an amicable settlement, were resold to the Seller in January 2022 due to reason that the company failed to obtain financing to redeem the promissory note given to the Seller.

NOTE 4 – RELATED PARTY

As of December 31, 2022, the Company had a note payable in the amount of $9,989 to Redfield Holdings, Ltd., a related party. During the three months ended March 31, 2023, there was no change in the amount owed. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2023

Redfield Holdings Ltd. is 100% owned by the CEO.

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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 into 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. 

8

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 September 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 September 30, 2019 stood at 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

1. On February 15, 2023, the company received an offer from a buyer proposing to purchase the 19+ acre facility which is land, building and fixtures along with transfer of licenses. The negotiations began and finally, on March 6, 2023, a contract for purchase/sale was executed with certain contingencies including the feasibility and due diligence period. The buyers requested for an extension and an addendum has been files permitting the buyers to close on or before July 10, 2023. The buyers have also agreed to pay as fee a sum of $20,000 to the Seller. If all goes well then the closing shall occur on or before July 10, 2023. The negotiated gross sale price has been agreed at $2,100,000.00. All secured liabilities, which are approximately 1,175,000 would be paid off.  

2. There is a tower site on the premises which is owned by the company and as per public records was leased to a wireless communication company. This leased site has not been included in the subject property sale/purchase contract. The terms of the lease agreement which the original owner signed with a wireless tower company have not yet been made available and the matter is being pursued through legal counsel.

3. In view of the above property sale/purchase contract, all employees have been laid off. The company is only focusing on trading of scrap metal. Supply orders for nearly $14,000,000 are in hand and are valid. Vigorous efforts are undertaken to have trade consummated as soon as possible.  

4. A few merger and acquisition proposals are also being considered. Once any firm negotiation is arrived at then appropriate announcements shall be made public. 

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS 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

Auto Parts Division:

The company decided to sell all its saleable auto parts inventory. Once the transaction related to the sale of property is consummated then the management will decide if it desires to continue the auto parts business. In such event, fresh plans will be formulated.

Motors & Metal, Inc.:

Having shelved the plan to set up a scrap metal processing plant at it facility in King George, the management is waiting for the transaction for sale of property to consummate after which a few options to set up the scrap metal processing facility at another appropriate location will be considered. Since the purchase orders from the customers abroad are still active, the management in addition to trading in scrap metal may continue pursuing setting up its own facility.

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $956 during the three months ended March 31, 2023, and $60,731 of revenues during the three month ended March 31, 2022. The net revenues for the period ended March 31, 2023were less by $59,775 than for the same period during 2022 and the Cost of Goods Sold was low by $44,220 during the period ended March 31, 2023 as compared to the same period during 2022. The Gross Profit had a decrease, i.e. by $ 15,555during the period ended March 31, 2023 as compared to the same period during 2022.  

During the Three months ended March 31, 2023, the Company incurred operational expenses of $13,449. This compares to $67,798 for the three months ended March 31, 2022. This decrease in operational expenses reflects the decrease in operation staff.

During the three months ended March 31, 2023 the company recognized a net loss of $19,409 as compared to the net loss of $2,602,288 for the corresponding period in the year 2022, thus recognizing a significant decrease as compared to the three months ended March 31, 2022.

The tax returns for the previous years have been filed and there are no tax liabilities due to the fact that the books reflect a net loss.

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, 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.

On March 31, 2023 the Company had total current assets of $173,206 consisting of $2,214 in cash and $92,898 in trade receivables, and $453 in inventory at book value.

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NEED FOR ADDITONAL CAPITAL

Upon successful closing of the sale of property transaction, the company is expected to have liquidity around $300,000.

The plan of business has not yet been finalized in regard to the use of this capital.      

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 $2,920,149 for the year ending December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “Smaller Reporting Company” as defined by item 10 of Regulation S-K, we are not required to provide information required by this item.

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.

As reported earlier, 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 March 31, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

11

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.

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 June 30, 2019 stood at 26,221,000.

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
3.1	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

12

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 15, 2023	By:	/s/ Sabir Saleem
		Sabir Saleem, Chief Executive Officer,
		Chief Financial and Accounting Officer

13

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Sabir Saleem, certify that:

1. I have reviewed this report on Form 10-Q of Free Flow, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date; May 15, 2023

/s/ Sabir Saleem

Sabir Saleem

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I,  Sabir Saleem, certify that:

1. I have reviewed this report on Form 10-Q of Free Flow, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2023

/s/ Sabir Saleem

Sabir Saleem

Chief Financial Officer and
Principal Accounting Officer

EX-32.1

UNITED STATES

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Free Flow, Inc. (the “Company”) for the period ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Sabir Saleem, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May15, 2023	By:	/s/ Sabir Saleem
		Sabir Saleem
		Chief Financial Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Details
Registrant CIK	0001543652
Fiscal Year End	--12-31
Registrant Name	Free Flow Inc.
SEC Form	10-Q
Period End date	Mar. 31, 2023
Tax Identification Number (TIN)	45-3838831
Number of common stock shares outstanding		24,876,900
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Entity File Number	000-54868
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6269 Caledon Road
Entity Address, City or Town	King George
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22485
Entity Address, Address Description	Address of Principal Executive Offices
City Area Code	703
Local Phone Number	789-3344
Phone Fax Number Description	Registrant’s Telephone Number
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Transition Report	false

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 2,214	$ 17,274
Trade Receivables - current	92,898	94,641
Refund due from IRS - ERTC	77,643	77,643
Rounding off the decimals - error	(2)	(2)
Inter-company	0	0
Inventories	453	890
TOTAL CURRENT ASSETS	173,206	190,446
Fixed Assets
Land and Building, without depreciation	772,413	772,413
Less:Allownace for Depreciation	(241,228)	(241,228)
TOTAL FIXED ASSETS	531,185	531,185
Other Assets
Delivery Trucks, before depreciation allowance	2,500	2,500
Allownace for Depreciation	(2,500)	(2,500)
Improvements in progress	10,697	10,697
Equipment and Delivery Trucks, before depreciation allowance	31,712	31,712
Allownace for Depreciation	(31,712)	(31,712)
TOTAL OTHER ASSETS	10,697	10,697
TOTAL ASSETS	715,087	732,328
Current Liabilities
Accounts Payable	9,347	1,647
Notes Payable	12,902	10,402
Notes Payable - Related Parties	9,634	9,634
TOTAL CURRENT LIABILLITIES	31,883	21,683
Long Term Liabilities
Incredible Bank - Revolving Line of Credit - $350,000	319,319	319,319
PPP1	0	0
EIDL	499,900	499,900
PayPal Advance	29,517	33,528
Incredible Bank	847,817	851,817
TOTAL LONG TERM LIABILLITIES	1,696,554	1,704,564
Total Liabilities	1,728,437	1,726,247
Equity, Attributable to Parent
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,200,000 shares issued and outstanding as of December 31, 2018 26,221,000 and 26,200,000 issued as on Dec. 31, 2019 and 2018 respectively	2,620	2,620
Additional Paid in capital	129,033	129,033
Subscription received - pending acceptance		0
Current year Profit (Loss)	(19,429)	(2,761,312)
(Accumulated Deficit) / Net worth, brought forward	(1,926,509)	834,803
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	(1,814,284)	(1,794,855)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	715,087	732,327
Series B Preferred Stock
Redeemable Preferred Stock
Redeemable Preferred Stock	330,000	330,000
Series C Preferred Stock
Redeemable Preferred Stock
Redeemable Preferred Stock	470,935	470,935
Preferred Class A
Equity, Attributable to Parent
Preferred Stock Value	$ 1	$ 1

XML

Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	26,221,000	26,200,000
Common Stock, Shares, Outstanding	26,221,000	26,200,000
Series B Preferred Stock
Redeemable Preferred Stock, Shares Authorized	500,000	500,000
Redeemable Preferred Stock, Shares Issued	330,000	0
Redeemable Preferred Stock, Shares Outstanding	330,000	0
Series C Preferred Stock
Redeemable Preferred Stock, Shares Authorized	500,000	500,000
Redeemable Preferred Stock, Shares Issued	470,935	0
Redeemable Preferred Stock, Shares Outstanding	470,935	0
Preferred Class A
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	10,000	10,000

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
REVENUES
Sales	$ 956	$ 60,731
TOTAL REVENUES	956	60,731
COST OF GOODS SOLD	9,811	54,031
GROSS PROFIT	(8,855)	6,700
GENERAL AND ADMINISTRATIVE EXPENSES
Selling,General & Administrative Expenses	13,449	67,798
Depreciation Expenses	0	0
Net Operating Profit (Loss)	(22,304)	(61,098)
OTHER INCOME (EXPENSES)	2,875	(2,541,190)
Net Income (Loss)	$ (19,429)	$ (2,602,289)
BASIS INCOME (LOSS) PER SHARE	$ (0.001)	$ (0.105)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	24,841,900

XML

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Subscription Received	Retained Earnings	Total
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	26,221,000	10,000
Net Income (Loss)	$ 0	$ 0	$ 0		$ (2,602,289)	$ (2,602,289)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	26,221,000	10,000
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021	$ 2,620	$ 1	$ 131,033	$ 0	$ 834,803	$ 968,457
Additional Subscription - Shares	0	0	0	0	0	0
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2022	$ 2,622	$ 1	$ 131,033	$ 0	$ (1,767,486)	$ (1,633,832)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	26,221,000	10,000
Net Income (Loss)	$ 0	$ 0	0	0	(19,429)	(19,429)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	26,221,000	10,000
Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2022	$ 2,620	$ 1	$ 129,033	0	$ (1,926,509)	$ (1,794,855)
Additional Subscription - Shares	0	0	0		0	0
Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2023	$ 2,620	$ 1	$ 129,033	$ 0	$ (1,945,938)	$ (1,814,284)

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss)	$ (19,429)	$ (2,602,289)
Adjustments to reconcile net income to net cash provided by operating activities
Assets of IAP	0	940,000
Inventory	0	2,525,484
Notes payable IAP	0	(937,666)
Changes in operating assets and liabilities
Decrease in Inventories	438	0
(Decrease) in Trades Payable	7,700	(12,232)
Decrease in Trade Receivables	1,743	23,123
Net Cash Provided by (Used in) Operating Activities	(9,548)	(63,580)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties	0	6,043
Proceeds / (Repayment ) from notes payable	2,500	2,850
Repayment to Pay Pal Advance	(4,011)	(4,011)
Proceeds from Loan from River Valley Bank	(4,000)	0
Proceeds from Subscription Money	0	0
Rounding off the decimals - error	0	(1)
Repayment to PPP1	0	(5,504)
Proceeds / (Repayment) from EIDL Loan	0	326,581
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES	(5,511)	325,958
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS	(15,060)	262,378
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD	17,274	10,212
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD	$ 2,214	$ 272,590

XML

NOTE 1 - BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2023

Notes

NOTE 1 - BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Free Flow, Inc. (the "Company") was incorporated on October 28, 2011, under the laws of the State of Delaware to enter the green energy industry. It began with the idea of developing a swimming pool solar pump system. The solar energy business became very volatile due to the constant decline in prices of solar panels. The Company could not conclude any business in the solar energy sector. In February 2016 the Company formed a subsidiary namely JK Sales, Corp. (name changed to “Accurate Auto Sales, Inc.”) and began the business of selling used auto parts.  

Accurate Auto Sales, Inc., at a 19+ acre facility that it now owns, (the property is under contract for Sale, closing expected on or before July 10, 2023) in King George, VA, bought end of life and wrecked automobiles from Insurance Auctions and disassembled the same to parts. After the dis-assembly these parts were labelled and stored at its warehouse, the inventory was uploaded and sold through a very sophisticated internet network. The primary customers were auto body and mechanic shops. Accurate Auto Parts, Inc. is in a pause mode until it formulates new business policy.

In December 2020 the Company acquired the Assets of Inside Auto Parts, Inc. incorporated in 1993, which is centrally located between Richmond, Charlottesville, and Fredericksburg, Virginia with easy access to main transport routs. The salvage dealership, specializing in used foreign car and truck parts had been acquired by Free Flow, Inc. subsidiary named “FFLO - Inside Auto Parts, Inc.” and had 21,953.9 square feet fully enclosed and another 17,392.35 square feet under roof enclosed on 3 sides, all located on 16 acres of land in Mineral, Virginia then owned by FFLO. After over a year the assets were resold to the Seller. The primary reason not to continue was the Company’s inability to get financing to pay off the acquisition debt.

Subsequent to receipt, by another subsidiary of FFLO - namely Motors & Metals, Inc., of an LOI from an overseas buyer the Company planned to set up a “Scrap Metal Processing” plant and sought funding for equipment. A contract for purchase of equipment was intended to be executed with a Chinese equipment manufacturer, but due the Covid19 pandemic the transaction came to a halt. Also, the Government of China put an embargo to finance US projects. However, Motors & Metals, Inc. diversified its efforts and began in physical trading of scrap metal and continues to do so.

XML

NOTE 2 - GOING CONCERN

3 Months Ended

Mar. 31, 2023

Notes

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are marginally sufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $1,814,285 since its inception thus requires greater sales for its contemplated operational and marketing activities to take place. Upon completion of the transaction of sale of assets that are under contract, these carried forward losses of $1,814,285 will be reduced by approximately $1,100,000 (as a result of capital gain) and would thus reduce the cumulative losses to approximately $700,000.  The Company's ability to increase additional sales in the future is unknown. The obtainment of additional sales, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

XML

NOTE 3 - INCORPORATION OF SUBSIDIARY

3 Months Ended

Mar. 31, 2023

Notes

NOTE 3 - INCORPORATION OF SUBSIDIARY

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 has been changed to Motors & Metals, Inc. In August 2018 Motors & Metals, Inc. received firm expression of interest from an overseas buyer willing to place long term purchase orders to buy 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 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 a valid license to operate as a Recycling Facility – Scrap Metal Processor. Concurrently, the management began preparation of feasibility study and conclude to purchase the machinery and equipment from the Chinese manufacturer who has a presence in the USA. A Sales Order/Proforma Invoice had been received but do to an embargo by the Chinese Government not to finance any such trade for USA, the proposal was abandoned. The management, however, gained through knowledge related to scrap metal processing.

As reported in 10Qs for the earlier quarters, as well as in 10-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. the objectives of acquiring real estate property, which plan did not materialize. However, Accurate Investments, Inc. continues to pursue other investment opportunities that could add revenues to the Company.

On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership but the entity remained inactive due to lack of qualified personnel. The company has entered into an arrangement with a qualified person and has made an application to the DMV, State of Virginia for a dealer’s license. Bond was obtained and submitted to the DMV. License to operate as a used car and truck dealer was received in November 2022. The company has not commenced operations and plans to start operations at another location to be decided after the transaction to sell the property has been effectuated.

On December 22, 2020 the company through another subsidiary named FFLO – Inside Auto Parts, Inc. acquired the assets and business of an auto recycling entity located on a 16 acre facility in Mineral, Virginia. These assets, through an amicable settlement, were resold to the Seller in January 2022 due to reason that the company failed to obtain financing to redeem the promissory note given to the Seller.

XML

NOTE 4 - RELATED PARTY

3 Months Ended

Mar. 31, 2023

Notes

NOTE 4 - RELATED PARTY

NOTE 4 – RELATED PARTY

As of December 31, 2022, the Company had a note payable in the amount of $9,989 to Redfield Holdings, Ltd., a related party. During the three months ended March 31, 2023, there was no change in the amount owed. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2023

Redfield Holdings Ltd. is 100% owned by the CEO.

XML

NOTE 5 - CAPITAL STOCK

3 Months Ended

Mar. 31, 2023

Notes

NOTE 5 - CAPITAL STOCK

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 into 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 September 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 September 30, 2019 stood at 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.

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NOTE 6 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Notes

NOTE 6 - SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

1. On February 15, 2023, the company received an offer from a buyer proposing to purchase the 19+ acre facility which is land, building and fixtures along with transfer of licenses. The negotiations began and finally, on March 6, 2023, a contract for purchase/sale was executed with certain contingencies including the feasibility and due diligence period. The buyers requested for an extension and an addendum has been files permitting the buyers to close on or before July 10, 2023. The buyers have also agreed to pay as fee a sum of $20,000 to the Seller. If all goes well then the closing shall occur on or before July 10, 2023. The negotiated gross sale price has been agreed at $2,100,000.00. All secured liabilities, which are approximately 1,175,000 would be paid off.  

2. There is a tower site on the premises which is owned by the company and as per public records was leased to a wireless communication company. This leased site has not been included in the subject property sale/purchase contract. The terms of the lease agreement which the original owner signed with a wireless tower company have not yet been made available and the matter is being pursued through legal counsel.

3. In view of the above property sale/purchase contract, all employees have been laid off. The company is only focusing on trading of scrap metal. Supply orders for nearly $14,000,000 are in hand and are valid. Vigorous efforts are undertaken to have trade consummated as soon as possible.  

4. A few merger and acquisition proposals are also being considered. Once any firm negotiation is arrived at then appropriate announcements shall be made public. 

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NOTE 3 - INCORPORATION OF SUBSIDIARY (Details)	1 Months Ended
	Feb. 28, 2015 USD ($)
Promedaff, Inc.
Payments to Acquire Businesses, Gross	$ 2,000,000

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NOTE 4 - RELATED PARTY (Details)	Dec. 31, 2022 USD ($)
Redfield Holdings Ltd
Notes Payable, Related Parties	$ 9,989

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NOTE 5 - CAPITAL STOCK (Details) - USD ($)			1 Months Ended	3 Months Ended
	Apr. 02, 2019	Dec. 31, 2014	Mar. 31, 2015	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2017
Common Stock, Shares Authorized				100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Proceeds from issuance of restricted shares	$ 14,490.00
Restricted common stock issued	21,000
Common Stock, Shares, Issued				26,221,000	26,200,000
Description of Private Placement Memorandum				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
Redfield Holdings Ltd
Preferred Stock, Voting Rights			Each share of preferred shares – Series “A” carries voting right equal to 10,000 common shares
Convertible Notes Payable | Redfield Holdings Ltd
Amount Subscribed By Related Party Against Cancellation Of Note			$ 58,000
GS Pharmaceuticals, Inc.
Principal amount of note outstanding		$ 330,000
Preferred Class A
Preferred Stock, Shares Authorized				20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Series B Preferred Stock
Redeemable Preferred Stock, Shares Issued				330,000	0	330,000
Redeemable Preferred Stock, Shares Outstanding				330,000	0	330,000
Series B Preferred Stock | GS Pharmaceuticals, Inc.
Preferred shares issued upon conversion of debt		330,000
Series A Preferred Stock
Redeemable Preferred Stock, Shares Issued						10,000
Redeemable Preferred Stock, Shares Outstanding						10,000