Delaware |
45-3838831
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
6269 Caledon Road,
King George, VA
|
22485 |
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of exchange on which registered
|
|
|
|||
Common |
|
FFLO |
|
OTC |
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
Non-Accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
Page
|
|
PART I - FINANCIAL INFORMATION
|
|
Item 1. Financial Statements (Unaudited)
|
3 |
Item 2. Management's Discussion and Analysis or Plan of Operations
|
10
|
Item 3. Quantitative and Qualitative Disclosures About Market Risks
|
11 |
Item 4. Controls and Procedures
|
11
|
PART II - OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
11 |
Item 1A. Risk Factor
|
11 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
11 |
Item 3. Defaults Upon Senior Securities
|
11 |
Item 4. Mine Safety Disclosures
|
12 |
Item 5. Other Information
|
12 |
Item 6. Exhibits
|
12
|
As of
|
As of
|
|||||||
June 30, 2019 |
December 31, 2018 |
|||||||
(Un-audited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
46,908
|
$
|
19,115
|
||||
Trade Receivables - current
|
8,629
|
7,723
|
||||||
Trade Receivables - old
|
-
|
573
|
||||||
Receivable from Subsidiaries
|
2,123
|
|||||||
Product Development Advance
|
14,370
|
|||||||
Advances for Inventory Purchases
|
28,879
|
18,963
|
||||||
Inventory at cost,
|
682,361
|
571,260
|
||||||
TOTAL CURRENT ASSETS
|
783,269
|
617,634
|
||||||
Fixed Assets
|
||||||||
Land and Building, at cost
|
775,515
|
772,513
|
||||||
Less: Accumulated depreciaton
|
(30,901
|
)
|
(30,901
|
)
|
||||
Writtendown value
|
744,614
|
741,612
|
||||||
TOTAL FIXED ASSETS
|
744,614
|
741,612
|
||||||
Other Assets
|
||||||||
Delivery Turcks at cost
|
3,500
|
3,500
|
||||||
Less: Accumulated depreciaton
|
(2,492
|
)
|
(2,492
|
)
|
||||
Writtendown value
|
1,008
|
1,008
|
||||||
Equipment and Delivery Trucks, after depreciation allowance
|
35,000
|
35,000
|
||||||
Less: Accumulated depreciaton
|
(7,000
|
)
|
(7,000
|
)
|
||||
Writtendown value
|
28,000
|
28,000
|
||||||
TOTAL OTHER ASSETS
|
29,008
|
29,008
|
||||||
TOTAL ASSETS
|
$
|
1,556,891
|
$
|
1,388,254
|
||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
8,723
|
$
|
7,468
|
||||
Notes Payable - Related Parties
|
10,018
|
380
|
||||||
TOTAL CURRENT LIABILITIES
|
18,741
|
7,848
|
||||||
Long Term Liabilities
|
||||||||
Line of Credit
|
251,000
|
- |
||||||
Loan - secured
|
895,877
|
900,100
|
||||||
TOTAL LONG TERM LIABILITIES
|
1,146,877
|
900,100
|
||||||
Total Liabilities
|
1,165,618
|
907,948
|
||||||
Redeemable Preferred Stock
|
||||||||
Series B; 500,000 shares authorized; 330,000 and 0 issued and outstanding
|
||||||||
as of December 31, 2018 and 2017 respectively ( Classified as Mezzanine Equity)
|
330,000
|
330,000
|
||||||
Series C; 500,000 shares authorized; 470,935 and 0 issued and outstanding
|
||||||||
as of December 31, 2018 and 2017
respectively ( Classified as Mezzanine Equity) -
|
||||||||
as equity in Accurate Auto Parts, Inc.
|
470,935
|
470,935
|
||||||
Stockholders' Equity (Deficit)
|
||||||||
Preferred Stock ($0.0001) par value, 20,000,000 shares authorized
|
||||||||
10,000 shares par value $0.0001 Class A issued on December 31, 2015
|
1
|
1
|
||||||
Common stock, ($0.0001) par value, 100,000,000 shares authorized
|
||||||||
26,200,000 shares issued and outstanding as of December 31, 2018 and December 31, 2017
|
2,622
|
2,620
|
||||||
Additional Paid in capital
|
129,033
|
114,546
|
||||||
Stockholder's equity in Accurate Auto Parts, Inc.
|
200
|
|||||||
Subscription not yet accepted
|
2,000
|
|||||||
Profit (Loss) Current Period
|
(105,522
|
)
|
||||||
Retained Earnings (Deficit)
|
(437,996
|
)
|
(437,796
|
)
|
||||
TOTAL STOCKHOLDERS' DEFICIT
|
(409,662
|
)
|
(320,629
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
1,556,891
|
$
|
1,388,254
|
Six months ended June 30,
|
Three months ended June 30,
|
|||||||||||||||
2019
|
2018
|
2019
|
2018
|
|||||||||||||
REVENUES
|
||||||||||||||||
Revenues
|
$
|
147,569
|
$
|
79,600
|
$
|
58,784
|
$
|
39,795
|
||||||||
TOTAL REVENUES
|
147,569
|
79,600
|
58,784
|
39,795
|
||||||||||||
COST OF GOODS SOLD
|
69,283
|
27,277
|
24,772
|
14,521
|
||||||||||||
GROSS PROFIT
|
78,286
|
52,323
|
34,012
|
25,274
|
||||||||||||
GENERAL & ADMINISTRATIVE EXPENSES
|
||||||||||||||||
Administrative expenses
|
103,750
|
13,631
|
41,186
|
8,440
|
||||||||||||
Professional fees
|
25,363
|
6,658
|
2,865
|
3,145
|
||||||||||||
Selling expenses
|
15,263
|
9,055
|
6,812
|
4,887
|
||||||||||||
Financial Expenses
|
39,432
|
1,279
|
17,554
|
987
|
||||||||||||
TOTAL GENERAL & ADMISINSTRATEVIE EXPENSES
|
183,808
|
30,623
|
68,418
|
17,459
|
||||||||||||
PROFIT (LOSS) FROM OPERATION
|
(105,522
|
)
|
21,701
|
(34,405
|
)
|
7,815
|
||||||||||
NET INCOME (LOSS)
|
$
|
(105,522
|
)
|
$
|
21,701
|
$
|
(34,405
|
)
|
$
|
7,815
|
||||||
BASIC EARNING PER SHARE
|
(0.0040
|
)
|
0.0008
|
0.0100
|
0.0003
|
|||||||||||
WEIGHTED
AVERAGE NUMBERO OF COMMON SHARESS OUTSTANDING
|
26,221,000
|
26,200,000
|
26,200,000
|
26,200,000
|
Additional
|
||||||||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Series-A
|
||||||||||||||||||||||||||||
Balance, January 1, 2019
|
26,200,000
|
$
|
2,620
|
10,000
|
$ |
1
|
$
|
114,545
|
$
|
(437,796
|
)
|
$
|
(437,796
|
)
|
||||||||||||||
Loss for the six months ended |
||||||||||||||||||||||||||||
June 30, 2019
|
21,000
|
2
|
14,448
|
(105,522
|
)
|
(105,522
|
)
|
|||||||||||||||||||||
BALANCE, JUNE 30, 2019
|
26,221,000
|
$
|
2,622
|
10,000
|
$ |
1
|
$
|
128,993
|
$
|
(543,318
|
)
|
$
|
(543,318
|
)
|
Six months
|
Six months
|
|||||||
Ended
|
Ended
|
|||||||
June 30, 2019
|
June 30, 2018
|
|||||||
CASH FLOW FROM OPERATING ACTIVITIES
|
$
|
(105,522
|
)
|
$
|
21,700
|
|||
(Increase) in Other Assets -
|
||||||||
(Increase) Decrease in Prepaid Expenses
|
- |
(8,264
|
)
|
|||||
Increase (Decrease) in Customer Deposits
|
- |
17,692
|
||||||
(Increase) Advance for Inventory Purchases
|
(24,286
|
)
|
||||||
Increase (Decrease) in Accounts Payable
|
(21,140
|
)
|
||||||
(Increase) Trade Receivables
|
(333
|
)
|
(4,710
|
)
|
||||
(Increase) Decrease in Inventory
|
(111,101
|
)
|
(64,963
|
)
|
||||
NET CASH USED IN OPERATING ACTIVITIES
|
(241,242
|
)
|
(59,685
|
)
|
||||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable - related parties
|
7,515
|
(83,931
|
)
|
|||||
Increse (decrease) in Prepaid for Asset Purchse
|
25,000
|
|||||||
Proceeds from Subscription not yet accepted
|
2,000
|
- |
||||||
Proceeds form Loan from River Valley Bank
|
246,777
|
- |
||||||
(Increase) in Fixed Assets - Land, Building
|
(3,002
|
)
|
- |
|||||
Proceeds from sale of shares
|
14,490
|
- |
||||||
Proceeds from Accounts Payable - trade (Decrease in Accounts Payable)
|
1,255
|
- |
||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
269,035
|
(58,931
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH
|
27,793
|
(754
|
)
|
|||||
CASH AT BEGINNING PERIOD
|
19,115
|
5,354
|
||||||
CASH AT END PERIOD
|
$
|
46,908
|
$
|
4,600
|
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.
|
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
|
Free Flow Inc.
|
||
Registrant
|
||
Dated August 7, 2019
|
By: /s/ Sabir Saleem
|
|
Sabir Saleem, Chief Executive Officer,
|
||
Chief Financial and Accounting Officer
|
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.
|
/s/ Sabir Saleem
|
|
Sabir Saleem
|
|
Chief Executive Officer
|
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.
|
/s/ Sabir Saleem
|
|
Sabir Saleem
|
|
Chief Financial Officer and Principal Accounting Officer
|
|
(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: August 7, 2019
|
By: /s/Sabir Saleem
|
|
Chief Executive Officer
|
|
(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: August 7, 2019
|
By: /s/Sabir Saleem
|
|
Chief Financial Officer
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Jul. 26, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | Free Flow, Inc. | |
Entity Central Index Key | 0001543652 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 26,221,000 |
Balance Sheet (Parenthetical) - $ / shares |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Stockholders' Equity (Deficit) | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,200,000 | 26,200,000 |
Common stock, shares outstanding | 26,200,000 | 26,200,000 |
Redeemable Preferred Stock Series B [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 330,000 | 0 |
Preferred stock, shares outstanding | 330,000 | 0 |
Redeemable Preferred Stock Series C [Member] | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 470,935 | 0 |
Preferred stock, shares outstanding | 470,935 | 0 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
REVENUES | ||||
Revenues | $ 58,784 | $ 39,795 | $ 147,569 | $ 79,600 |
TOTAL REVENUES | 58,784 | 39,795 | 147,569 | 79,600 |
COST OF GOODS SOLD | 24,772 | 14,521 | 69,283 | 27,277 |
GROSS PROFIT | 34,012 | 25,274 | 78,286 | 52,323 |
GENERAL & ADMINISTRATIVE EXPENSES | ||||
Administrative expenses | 41,186 | 8,440 | 103,750 | 13,631 |
Professional fees | 2,865 | 3,145 | 25,363 | 6,658 |
Selling expenses | 6,812 | 4,887 | 15,263 | 9,055 |
Financial Expenses | 17,554 | 987 | 39,432 | 1,279 |
TOTAL GENERAL & ADMISINSTRATEVIE EXPENSES | 68,418 | 17,459 | 183,808 | 30,623 |
PROFIT (LOSS) FROM OPERATION | (34,405) | 7,815 | (105,522) | 21,701 |
NET INCOME (LOSS) | $ (34,405) | $ 7,815 | $ (105,522) | $ 21,701 |
BASIC EARNING PER SHARE | $ 0.0100 | $ 0.0003 | $ (0.0040) | $ 0.0008 |
WEIGHTED AVERAGE NUMBERO OF COMMON SHARESS OUTSTANDING | 26,200,000 | 26,200,000 | 26,221,000 | 26,200,000 |
Statement of Changes in Shareholders' (Deficit) - 6 months ended Jun. 30, 2019 - USD ($) |
Total |
Common Stock Shares |
Preferred Stock Series-A Shares |
Additional Paid-in Capital |
Accumulated Deficit |
---|---|---|---|---|---|
Balance, Shares at Jan. 01, 2019 | 26,200,000 | 10,000 | |||
Balance, Amount at Jan. 01, 2019 | $ (437,796) | $ 2,620 | $ 1 | $ 114,545 | $ (437,796) |
Loss for the six months ended June 30, 2019, Shares | 21,000 | ||||
Loss for the six months ended June 30, 2019, Amount | (105,522) | $ 2 | 14,448 | (105,522) | |
BALANCE, Shares at Jun. 30, 2019 | 26,221,000 | 10,000 | |||
BALANCE, Amount at Jun. 30, 2019 | $ (409,662) | $ 2,622 | $ 1 | $ 128,993 | $ (543,318) |
BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
BASIS OF PRESENTATION | |
NOTE 1 - BASIS OF PRESENTATION | The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on April 29, 2019. |
GOING CONCERN |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
GOING CONCERN | |
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 line of credit from its commercial bank 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.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually fulfill the secured purchase orders to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
INCORPORATION OF SUBSIDIARY |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
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 was changed to Motors & Metals, Inc. and had remained inactive but was in good standing, until it received a letter of intent from an overseas buyer willing to enter a long term contract to purchase shredded steal derived from automobile scrap. Thus Motors & Metals, Inc. has embarked upon substituting its automobile crushing business to shredding of automobiles and recovering ferrous metals.
Proposals form renowned manufacturers of auto shredding equipment have been received and are being evaluated to determine the most suitable and competitive supplier. The initial plan is laid out to have an output of 3,000 tons of shredded steel per month.
As was reported in 10-Qs for the earlier quarters as well as in 10-Ks for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name JK Sales, Corp. (on December 7, 2017 the name was changed to Accurate Auto Parts, Inc.) and has since remained in the business of buying end of life and salvage vehicles and selling auto parts.
On April 17, 2018 the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. with the objectives of acquiring real estate property, and has remained dormant until any business is transacted. |
RELATED PARTY |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
RELATED PARTY | |
NOTE 4 - RELATED PARTY | As of December 31, 2018, the Company had a note payable in the amount of $380 to Redfield Holdings, Ltd. a related party. During the six months ended the Company borrowed an additional $9,638 thus owing a total sum of $10,018 as of June 30, 2019. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2020.
|
CAPITAL STOCK |
6 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 | |||||||||||
Stockholders' Equity (Deficit) | |||||||||||
NOTE 5 - CAPITAL STOCK | The Company has authorized 100,000,000 shares of common shares with a par value of $0.0001 per shares and 20,000,000 shares of preferred stock, with a par value of $0.0001 per shares.
Pursuant to the resolution of the shareholders meeting held on March 30, 2015 the Company designated 500,000 shares of the preferred authorized shares as preferred shares – Series “B” shares. The preferred shares – Series “B” were assigned the following preferences:
On December 31, 2014 the Company had a Note outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuticals, Inc. By mutual consent this note and accrued interest was converted to 330,000 preferred shares – Series “B”.
On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd. by cancellation of a Note against the issuance of 9,700 shares of preferred shares – Series “A”. These shares were issued to Redfield Holding, Ltd. thus making a total of entire designated preferred shares – Series “A” shares to Redfield Holdings, Ltd. Each share of preferred shares – Series “A” carries voting right equal to 10,000 common shares.
On June 30, 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 $14,490.00 against issuance of 21,000 restricted Common shares of the Company. Thus the total common shares issued and outstanding as on June 30, 2019 stood at 26,221,000. |
SUBSEQUENT EVENTS |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 6 - SUBSEQUENT EVENTS | None. |
INCORPORATION OF SUBSIDIARY (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended |
---|---|---|
Feb. 28, 2015 |
Jun. 30, 2019 |
|
Description for initial plan for output shredded steel | Proposals form renowned manufacturers of auto shredding equipment have been received and are being evaluated to determine the most suitable and competitive supplier. The initial plan is laid out to have an output of 3,000 tons of shredded steel per month | |
Promedaff, Inc. [Member] | ||
Promissory note issued to acquire skin care product line | $ 2,000,000 |
RELATED PARTY (Details Narrative) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Dec. 31, 2018 |
|
Proceeds from related party debt | $ 7,515 | $ (83,931) | |
Redfield Holdings Ltd Member | |||
Notes payable - Related Parties | 10,018 | $ 380 | |
Proceeds from related party debt | $ 9,638 | ||
Maturity date | Dec. 30, 2020 |
= G86F'(*;.E/F.%JT+P*1#N
M8XW8]$2\2_5EUL9I[\Z>Z6JE]EZJ.,L*=#%$,V;O,,D-)K_%'#R8!8&T@D5&
MXI.Q3SPI'E0CB
MU?=PF-QBF+N(R/Y6U=QSI?E*"[KJ$PJBLR,E@YJ?F1WG*^\RM4^)[;-_<#?R
MW[#H!B:#$U>Z6VU/M9PKT$JB!RVEUZ_,8A!HE=D^ZKUPL^8,Q9DE9LW5K*;H.0J&J@6-RQ#EKU
MY,PXQ5(=^06)C@,^&1(E*/"\!%'
\DT"GX,"P=RZKJE$#:Y]!?-B
M&U,WC]_KP05H4Q\B,/?S8!].& ,A>& 2R"C F01+&( !@X _?5LZN5M,/=PWQ,P N*
M.&:TH1GEB@80]9B/Z:BA37D)<@]C#7 !J0\)HZBA+1#7'N[?O[LCF/ZJJ\L0
M<@2D$.7U.<<-+11B4M?UV6Q6GE7++!KIEY6*H?_XVG&]$(UA"5,EZ"%M[:54
MTOR,6JVFQV_7IG]9SH<168]1U= F,!\=Y10$,^GL!$?BP[MN%[
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MXO*XOG-"2ZR8]XH@YK3E@D$*$$3:$95"%>F+#:CUB"QXQ",C D4,H;*B1SN+M2Z0(9S//BYS)".\9N
MK;;U C3,>M;(K%2Q;<_D^'AU' VT2'J_3L
M]M/L/U;!=*3 8R".&L&I,(H9:GQ(.A"3_C"[U),@-X0L!$A1 (C5!X3T,RS*
MGY^[Z>S[._!;*P77]RH\QWW8)FNMI@*7F E,9E\9".V5H@,I,/(D'-TH.P>"
M]20ES!8+9H-OZ<-DNE@PY_-IN-SHQ Y!Q-1DZ'<>0H#R4ZR-VNV
M,W@?\I^BNDDUG:TP&/_UF+GX47&"EMYD5,9L KX?SV[N;3<7,\'F=:T+/)%(
M!(76H2,BY5O
M5/J#!_U\HUP!<^?$H)#"&TEC_M-2F0>X<,FWA8G%:XN)4IOWBG'O'>\SA4!Y
MH\]U[J@7MHUCW/6SZ6=<)5W&E8X:5CK8]4@DTQMRYO %JO@@='22F]HNDV6T
M*I7L3A+*$"V\\5VQ#&LS@U>=H_W!IE*UC"#&JPM
MQ ,<6-S$(JZJ#I'S&X\_Y"A+]Y3S<[J)'[.TM")+:SKPD$]6DF*@ARE'DS2U
MVE'.PCM].*/2]K@,!>@,U1[WQM;@QAJ.NN-N?]*>] ;] PE9$FXY/A5B5K!!
MQ-'/M)2'_>=\V&\'O?ZMU1GT.]W1(=RY?P.5P$/,JU W<<3B5U*!%/4>PW
M=Y<3<98GHM?O#$;#P
AFP)R< 7$3I,GD'CWPIBWC)5R3BY[U!
M?K;8
A[*089HJ
MIR&OFFLN!Z+Z*ZJ
MFJ2UGN=!$\L<$3Q'[ Y3Z<0:08*PJR!$%->6MJ'9 '\9H\62Y=BT>3(V\%1"#4F-25>$6+QL8O-B,1-%Z:'[
ML@Z-C\:G^2OP*O581&%5U22M]7P.I<9!_H;S]QPPY=H@.T+$B]O0\/D:R/;=
M^@QT)V^C[\4_,T#AK_\'4$L#!!0 ( .%T!T^]5%BI?2X **[ 0 5
M9F9L;RTR,#$Y,#8S,%]L86(N>&ULU7U[;QM)DN?_!]QW*/0>;KL!NYWOQ]S.
M+F@]/+IU2UI)[MW!X-#(ITT,16J*E-O>3W^95:1$LAXL4E15]F"ZVY8BHB(J
M?Q49D1D9^2__]NU^DGUU^7P\F_[Y!_@S^"%S4S.SX^GG/__P.'^KYF8\_B&;
M+]34JLELZO[\PW
PNN[@\N?KE;#EL*7S_JS/DURXO]O??
MJ_G8-+R%!MK^_$&KLNM8JR4LJ[NH0I@2PKQUA"@>\B2AK" 4(2(!T GXAQ7'Y(0L>(KO]R^CF+ 7HA8SS?);?J_]TX\]?%LZ.PH>H
M/KM*FK"."2*F\QHQ_$V5X$ )JWFR'FHM"6QF[:35$BI%(0>(9Y"
M]
:&O0P@V,F."$M\1&IU7"544(X'GW&D6@+1#WH3:]L?S3),>+1;B?^A;[
M;4/C0BFC>0).?-1"!^-3X$9*S;5+09$UK],K8'<[&.[#>GIC]LJ$/R!")_-J
M-KF"Z1:.U_4HI*%H_6BN"%>")H2..QY-A!BB)SJ^0K8?@,5]0%%OO'\'WV T
MNF(?)5U;Y*C.)2L#$@CQ[7SVZ[BLJCG$O522
M7>,4C'-JDC>0HA5 N;?2 \)"4=E3*JWY$E^3?'4.U5*.VGE@:V*KSJ>35,X^
M3JJE\_DFW7]-B%5-ZX(DG##1+.=I%(P;IY%VBM^\9,D-Q0?6,9\/ V3)S3Z]
MG9]S>=4QQ/=N.L8]K7H03_J@S/:F_$:[^A;:D&3P? Y<1B&"="YJYZ7E#+\&
M-9"G\D^S^CN!9YGXJM]DU8_AV4
3=(R(3J??$;Q=E1J;=,^9KL$R7%TR
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MYC58\,W'*((RAF@A8J!!!$$=B\Z:H'CB4LE0&!Y$KK!MB ;\(GP2#'=ES:57%MQ W"=/*#:-<;B5&/-")>;A"Y@/
M+L#QU62^[7%C78\BX7XJO#%X;$MA/!@ HW,R<6>DV9"[]J7+S % W I-NW3\
M-