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 JUNE 30, 2020

Commission file number 000-54868

 

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

Delaware	45-3838831
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6269 Caledon Road, King George, VA 22485
(Address of Principal Executive Offices)

(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 ☒

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 Proceedings During the Preceding Five Years.

N/A

Applicable Only to Corporate Registrants

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  26,221,000 shares as of August 14, 2020.

Table of Contents

ITEM 1.  FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIARY ACCURATE AUTO PARTS, INC.
BALANCE SHEET
		As of	As of
		30-Jun	December 31,
		2020	2019
		(Un-audited)	(Audited)
ASSETS
Current Assets
	Cash	$            178,887	$                7,226
	Trade Receivables - current	150,409	107,091
	Rounding off the decimals - error		(2.00)
	Intra-company	7,229	6,073
	Advances for Inventory Purchases	61,817
	Inventory	859,706	776,588
TOTAL CURRENT ASSETS		1,258,048	896,976
Fixed Assets
	Land and Building, net of depreciation	779,153	776,704
	Allowance for Depreciation	(90,230)	(90,230)
TOTAL FIXED ASSETS		688,923	686,474
Other Assets
	Delivery Trucks, after depreciation allowance	3,500	3,500
	Allowance for Depreciation	(2,895)	(2,895)
	Furniture	100	100
	Equipment and Delivery Trucks, after depreciation allowance	35,000	35,000
	Allowance for Depreciation	(11,032)	(11,032)
TOTAL OTHER ASSETS		24,673	24,673
TOTAL ASSETS		$         1,971,644	$         1,608,123
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
	Accounts Payable	$              11,970	$              11,687
	Notes Payable - Related Parties	10,318	10,343
TOTAL CURRENT LIABILITIES		22,288	22,030
Long Term Liabilities
	Revolving Line of Creidt - $350,000 amount drawn	340,512	311,012
	PayPal Advance	60,206	10,857
	Loan - secured	1,067,830	889,340
TOTAL LONG TERM LIABILITIES		1,468,548	1,211,209
Total Liabilities		1,490,836	1,233,239
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	2,622	2,620
	Additional Paid in capital	131,033	131,033
	Current Period  Profit (Loss)	105,923
	(Accumulated Deficit)  / Net worth	(559,705)	(559,705)
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)		(320,127)	(426,051)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		$         1,971,644	$         1,608,123

Free Flow, Inc.
Statements of Operations
(Unaudited)
		Six months ended June 30,		Three months ended June 30,
		2020	2019	2020	2019
REVENUES
	Revenues	$            280,780	$            147,569	$            164,401	$              58,784
TOTAL REVENUES		$            280,780	$            147,569	$            164,401	$              58,784
COST OF GOODS SOLD		91,397	69,283	57,775	24,772
GROSS PROFIT		$            189,383	$              78,286	$            106,626	$              34,012
GENERAL & ADMINISTRATIVE EXPENSES
	Administrative expenses	29,117	103,750	13,536	41,186
	Professional fees	14,959	25,363	7,796	2,865
	Selling expenses	17,203	15,263	7,842	6,812
	Financial Expenses	23,031	39,432	904	17,554
	Cost of goods - procurement expenses
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		$              84,311	$            183,808	$              30,078	$              68,418
PROFIT (LOSS) FROM OPERATION		$            105,072	$          (105,522)	$              76,548	$            (34,405)
OTHER (EXPENSE) INCOME
	Interest expense-related party
NET INCOME (LOSS)		$            105,072	$          (105,522)	$              79,858	$            (34,405)
BASIC EARNING PER SHARE		0.0040	(0.0040)	0.0030	0.0100
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		26,221,000	26,221,000	26,200,000	26,200,000

FREE FLOW, INC.
Statement of  Changes in Shareholders' (Deficit)
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
					ADDITIONAL
	COMMON STOCK		PREFERRED STOCK		PAID-IN	ACCUMULATED	TOTAL
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	DEFICIT
			Series -A
Balance, December 31, 2019	26,221,000	2,622	10,000	1	131,033	(559,705)	(426,051)
Profit for the quarter ended June 30, 2020						105,072	105,072
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2018	26,221,000	2,620	10,000	1	131,033	(454,633)	(320,979)
====================================================================================================================================

FREE FLOW, INC. & SUBSIDIARY ACCURATE AUTO PARTS, INC.
Statements of Cash Flow
			Six month	Six month
			Ended	Ended
			June 30,	June 30,
			2020	2019
CASH FLOW FROM OPERATING ACTIVITIES
			$           105,923	$         (105,522)
	(Increase) in Other Assets -		(2,449)
	(Increase) Decrease in Prepaid Expenses		(43,319)
	Increase (Decrease) in Intercompany		(1,156)
	(Increase) Advance for Inventory Purchases		(61,817)	(24,286)
	Increase (Decrease) in Accounts due to figure roundoff		282
	Increase (Decrease) in Accounts Payable		1
	(Increase) Trade Receivables			(333)
	(Increase) Decrease in Inventory		(83,118)	(111,101)
		NET CASH USED IN OPERATING ACTIVITIES	(85,653)	(241,242)
CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from notes payable - related parties		$                   (25)	$                7,515
	Increase (decrease) in Prepaid for Asset Purchase
	Proceeds from Subscription not yet accepted			2,000
	Proceeds from Loan from River Valley Bank		29,500	246,777
	Proceeds from Loan from PayPal		49,349
	Proceeds from Loan from SBA		178,490
	(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	257,314	269,035
NET INCREASE (DECREASE) IN CASH			171,661	27,793
CASH AT BEGINNING PERIOD			7,226	19,115
CASH AT END PERIOD			$           178,887	$             46,908

Free Flow, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2020

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 29, 2020.

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 purchase orders to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – INCORPORATION OF SUBSIDIARY

In February 2015, the company incorporated a subsidiary, Promedaff, Inc. and purchased a skin care product line and formulations for $2,000,000 against a promissory note. An e commerce platform was set up for sales and marketing. The efforts did not bear any success and the entire inventory was sold through the Seller and the Promissory Note was cancelled and marked “VOID”. The name of this entity 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 other scrap metals. Thus Motors & Metals, Inc. has embarked upon substituting its automobile crushing and shredding business to only shredding of automobiles and and other metals to recover 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 to 5,000 tons of shredded steel per month.

As was reported in 10Qs for the earlier quarters as well as in 10Ks 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.

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

NOTE 4 – RELATED PARTY

As of December 31, 2019, the Company had a note payable in the amount of $10,343 to Redfield Holdings, Ltd. a related party. During the six months ended the Company debited an additional $25 thus owing a total sum of $10,318 as of June 30, 2020. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2021.

NOTE 5 – CAPITAL STOCK

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

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

a)Each share to carry one vote. 

b)Each share will be redeemable with a 365 days written notice to the company. 

c)Each share will be junior to any debt incurred by the Company.  

d)The redemption value will be the par value at which such “preferred shares – series B” are bought by the subscriber. 

e)Each share will carry a dividend right at par with the common shares. 

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

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

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

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

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

NOTE 6 – SUBSEQUENT EVENTS

None.

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

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

PLAN OF OPERATION

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $280,780 during the six months ended June 30, 2020 and $147,569 of revenues during the six month ended June 30, 2019. While the net revenues for the period ended June 30, 2020 were higher by $ $133,210 than for the same period during 2019 and the Cost of Goods Sold was higher by $22,113 during the period ended June 30, 2020 as compared to the same period during 2019. This 14 % increase in cost of goods sold was due to less number of automobiles being dismantled while the overheads for dismantling remained the same. The general and administrative expenses for the period ended June 30 2020 were $29,117 as compared to $103,750 for the same period during 2019. During the period of 2019 the Company was making purchases in excess to what it did during the same period in 2020, excess purchases lead to excess administrative expenses. Also because the company is now in a stabilized mode and costs are being controlled.

During the six months ended June 30, 2020 the company recognized a gross profit of $189,383 as compared to $69,283 for the corresponding period in the year 2098, this increase of $111,097 in Gross profit equates to approximately 14% as compared to the six months ended June 2019.

During the six month ended June 30, 2020 the company recognized a net operating profit of $105,072 as compared to a loss of $105,522 for the corresponding period in the year 2019, this increase in net operating profit by $210,593 is due to the fact that the sales were higher by $133,210 and the fixed administrative, professional and financial expenses were significantly low thus yielding a higher margin of profit. .

The Company began selling on eBay and continues to attain a rating of five star (5/5). This excellent rating is based on review by the customers. Uploading the inventory is a lengthy and slow process (to log on inventory with photographs and price) on the eBay platform.

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

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019, AND FOR EACH OF THE PRECEDING YEARS THEN ENDED, INCLUDES A “GOING CONCERN” EXPLANATORY PARAGRAPH THAT DESCRIBES SUBSTANTIALLY DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN.

Balance Sheet:

On June 30, 2020 the Company had total current assets of $1,258,048 consisting of $178,887 in cash and $150,409 in trade receivables, and $61,817 in Advances for Purchases and $859,706 in inventory As on June 30, 2019 the Company has a total current assets of $896,976 consisting of $7,226 in cash and $107,091 in trade receivables, and $776,588 in inventory at cost.

EQUITY LINE OF CREDIT

The Company has obtained an equity line of credit from River Valley Bank, additionally personally guaranteed by the CEO, Mr. Sabir Saleem against which, a sum of $340,512 was drawn as on June 30, 2020. The line of credit is being used for operating expenses, primarily for purchase of inventory.

OTHER LOANS

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

REVENUE RECOGNITION

The Company recognizes revenues on arrangements in accordance with Securitas and Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and FASB ASC 605-15-25, REVENUE RECONGNITION. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonable assured. The Company reported gross revenues of $249,655 for the year ending December 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

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

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

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

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

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

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended June 30, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTOR

Not Applicable to Smaller Reporting Companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5. OTHER INFORMATION

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:

Exhibit No.Description 

3.1Articles of Incorporation* 

3.2Bylaws* 

31.1Sec. 302 Certification of Principal Executive Officer 

31.2Sec. 302 Certification of Principal Financial Officer 

32.1Sec. 906 Certification of Principal Executive Officer 

32.2Sec. 906 Certification of Principal Financial Officer 

101      Interactive data files pursuant to Rule 405 of Regulation S-T 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Free Flow Inc. 

Registrant 

Dated:  August 14, 2020  By:/s/ Sabir Saleem 

______________________________ 

Sabir Saleem, Chief Executive Officer,  

Chief Financial and Accounting Officer

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; August 14, 2020

/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: August 14, 2020

/s/ Sabir Saleem
Sabir Saleem
Chief Financial Officer and Principal Accounting Officer

EX-32.1

Exhibit 32.1

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 Executive 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: Aug. 14, 2020	By: /s/ Sabir Saleem
	Chief Executive 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.

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: Aug. 14, 2020	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	6 Months Ended
	Jun. 30, 2020	Jul. 26, 2020
Details
Registrant CIK	0001543652
Fiscal Year End	--12-31
Registrant Name	Free Flow Inc.
SEC Form	10-Q
Period End date	Jun. 30, 2020
Tax Identification Number (TIN)	45-3838831
Number of common stock shares outstanding		26,221,000
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	2020
Document Fiscal Period Focus	Q2
Document Transition Report	false

XML

Balance Sheet - USD ($)	Jun. 30, 2020	Mar. 31, 2019
Current Assets
Cash	$ 178,887	$ 7,226
Trade Receivables - current	150,409	107,091
Rounding off the decimals - error		(2.00)
Intra-company	7,229	6,073
Advances for Inventory Purchases	61,817
Inventory	859,706	776,588
TOTAL CURRENT ASSETS	1,258,048	896,976
Fixed Assets
Land and Building, net of depreciation	779,153	776,704
Allowance for Depreciation	(90,230)	(90,230)
TOTAL FIXED ASSETS	688,923	686,474
Other Assets
Delivery Trucks, after depreciation allowance	3,500	3,500
Allowance for Depreciation	(2,895)	(2,895)
Furniture	100	100
Equipment and Delivery Trucks, after depreciation allowance	35,000	35,000
Allowance for Depreciation	(11,032)	(11,032)
TOTAL OTHER ASSETS	24,673	24,673
TOTAL ASSETS	1,971,644	1,608,123
Current Liabilities
Accounts Payable	11,970	11,687
Notes Payable - Related Parties	10,318	10,343
TOTAL CURRENT LIABILITIES	22,288	22,030
Long Term Liabilities
Revolving Line of Creidt - $350,000 amount drawn	340,512	311,012
PayPal Advance	60,206	10,857
Loan - secured	1,067,830	889,340
TOTAL LONG TERM LIABILITIES	1,468,548	1,211,209
Total Liabilities	1,490,836	1,233,239
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	1,971,644	1,608,123
Stockholders' 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	2,622	2,620
Additional Paid in capital	131,033	131,033
Current Period Profit (Loss)	105,923
(Accumulated Deficit) / Net worth	(559,705)	(559,705)
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	(320,127)	(426,051)
Series B Preferred Stock
Stockholders' Equity Attributable to Parent
Redeemable Preferred Stock	330,000	330,000
Series C Preferred Stock
Stockholders' Equity Attributable to Parent
Redeemable Preferred Stock	470,935	470,935
Preferred Class A
Stockholders' Equity Attributable to Parent
Preferred Stock Value	$ 1	$ 1

XML

Balance Sheet - Parenthetical - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Preferred Stock, Par or Stated Value Per Share	$ 0.0001
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

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Consolidated Statement of Operations
Revenues	$ 164,401	$ 58,784	$ 280,780	$ 147,569
TOTAL REVENUES	164,401	58,784	280,780	147,569
COST OF GOODS SOLD	57,775	24,772	91,397	69,283
GROSS PROFIT	106,626	34,012	189,383	78,286
GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses	13,536	41,186	29,117	103,750
Professional fees	7,796	2,865	14,959	25,363
Selling expenses	7,842	6,812	17,203	15,263
Financial Expenses	904	17,554	23,031	39,432
TOTAL GENERAL & ADMINISTRATIVE EXPENSES	30,078	68,418	84,311	183,808
PROFIT (LOSS) FROM OPERATION	76,548	(34,405)	105,072	(105,522)
NET INCOME (LOSS)	$ 79,858	$ (34,405)	$ 105,072	$ (105,522)
BASIC EARNING PER SHARE	$ 0.0030	$ 0.0100	$ 0.0040	$ (0.0040)
COMMON SHARES OUTSTANDING	26,200,000	26,200,000	26,221,000	26,221,000

XML

Consolidated Statements of Shareholders' Deficit - 6 months ended Jun. 30, 2020 - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019	$ 2,622	$ 1	$ 131,033	$ (559,705)	$ (426,051)
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	26,221,000	10,000
NET INCOME (LOSS)				$ 105,072	105,072
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2020					$ (320,127)

XML

Statements of Cash Flow - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 105,923	$ (105,522)
(Increase) in Other Assets -	(2,449)
(Increase) Decrease in Prepaid Expenses	(43,319)
Increase (Decrease) in Intercompany	(1,156)
(Increase) Advance for Inventory Purchases	(61,817)	(24,286)
Increase (Decrease) in Accounts due to figure roundoff	282
Increase (Decrease) in Accounts Payable	1
(Increase) Trade Receivables		(333)
(Increase) Decrease in Inventory	(83,118)	(111,101)
NET CASH USED IN OPERATING ACTIVITIES	(85,653)	(241,242)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties	(25)	7,515
Proceeds from Subscription not yet accepted		2,000
Proceeds from Loan from River Valley Bank	29,500	246,777
Proceeds from Loan from PayPal	49,349
Proceeds from Loan from SBA	178,490
(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	257,314	269,035
NET INCREASE (DECREASE) IN CASH	171,661	27,793
CASH AT BEGINNING PERIOD	7,226	19,115
CASH AT END PERIOD	$ 178,887	$ 46,908

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NOTE 1 - BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2020

Notes

NOTE 1 - 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, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on April 29, 2020.

XML

NOTE 2 - GOING CONCERN

6 Months Ended

Jun. 30, 2020

Notes

NOTE 2 - 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 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.

XML

NOTE 3 - INCORPORATION OF SUBSIDIARY

6 Months Ended

Jun. 30, 2020

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 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 other scrap metals. Thus Motors & Metals, Inc. has embarked upon substituting its automobile crushing and shredding business to only shredding of automobiles and and other metals to recover 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 to 5,000 tons of shredded steel per month.

As was reported in 10Qs for the earlier quarters as well as in 10Ks 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.

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

XML

NOTE 4 - RELATED PARTY

6 Months Ended

Jun. 30, 2020

Notes

NOTE 4 - RELATED PARTY

NOTE 4 – RELATED PARTY

As of December 31, 2019, the Company had a note payable in the amount of $10,343 to Redfield Holdings, Ltd. a related party. During the six months ended the Company debited an additional $25 thus owing a total sum of $10,318 as of June 30, 2020. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2021.

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NOTE 5 - CAPITAL STOCK

6 Months Ended

Jun. 30, 2020

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.

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

a)Each share to carry one vote. 

b)Each share will be redeemable with a 365 days written notice to the company. 

c)Each share will be junior to any debt incurred by the Company.  

d)The redemption value will be the par value at which such “preferred shares – series B” are bought by the subscriber. 

e)Each share will carry a dividend right at par with the common shares. 

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

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

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

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

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

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NOTE 6 - SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2020

Notes

NOTE 6 - SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

None.

XML

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

XML

NOTE 4 - RELATED PARTY (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Mar. 31, 2019
Details
Notes Payable - Related Parties	$ 10,318	$ 10,343	$ 10,343
Debt Instrument, Maturity Date	Dec. 30, 2021

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NOTE 5 - CAPITAL STOCK (Details) - USD ($)			1 Months Ended	6 Months Ended
	Apr. 02, 2019	Dec. 31, 2014	Mar. 31, 2015	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Common Stock, Shares Authorized				100,000,000		100,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001		$ 0.0001
Preferred Stock, Par or Stated Value Per Share				$ 0.0001
Debt Conversion, Converted Instrument, Amount				$ 470,935
Debt Conversion, Converted Instrument, Shares Issued				500,000
Proceeds from sale of shares	$ 14,490				$ 14,490
Restricted common stock issued	21,000
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
Preferred Stock, Shares Issued				10,000		10,000
Preferred Stock, Shares Outstanding				10,000
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 B Preferred Stock | GS Pharmaceuticals, Inc.
Preferred shares issued upon conversion of debt		330,000

XML

Label	Element	Value
Preferred Stock
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 1
Shares, Outstanding, Beginning Balance	us-gaap_SharesOutstanding	10,000
Additional Paid-in Capital
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 131,033
Retained Earnings
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	(454,633)
Common Stock
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest	$ 2,620
Shares, Outstanding, Beginning Balance	us-gaap_SharesOutstanding	26,221,000