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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, 2024

Commission file number 000-54868

Picture 

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

 

 

 

Emerging growth 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 PINK

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 26,926,900 shares as of August 15, 2024



 

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

13

ITEM 6. EXHIBITS.

13

SIGNATURES

14



ITEM 1.  FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

 

 

June 30, 2024

 

December 31, 2023

 

 

(Unaudited)

 

(Audited)

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

 

$3,753

 

$39,521

Trade Receivables - current

 

102,264

 

95,440

Refund due from IRS - ERTC

 

32,730

 

32,730

Notes Receivable

 

300,000

 

-

Rounding off the decimals - error

 

-

 

(2)

Inter-company

 

-

 

-

Inventories

 

2,400

 

4,800

 

 

 

 

 

TOTAL CURRENT ASSETS

 

441,146

 

172,489

 

 

 

 

 

Fixed Assets

 

 

 

 

Land and Building, without depreciation

 

-

 

772,413

Less: Allowance for Depreciation

 

-

 

(283,731)

 

 

 

 

 

TOTAL FIXED ASSETS

 

-

 

488,682

 

 

 

 

 

Other Assets

 

 

 

 

Delivery Trucks, before depreciation allowance

 

2,500

 

2,500

Allowance for Depreciation

 

(2,500)

 

(2,500)

Improvements in progress

 

-

 

11,697

Equipment and Delivery Trucks, before depreciation allowance

 

31,712

 

31,712

Allowance for Depreciation

 

(31,712)

 

(31,712)

 

 

 

 

 

TOTAL OTHER ASSETS

 

-

 

11,697

 

 

 

 

 

TOTAL ASSETS

 

$441,146

 

$672,868

 

 

 

 

 

LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)

 

 

 

 

Current Liabilities

 

 

 

 

Accounts Payable

 

215,079

 

138,669

Notes Payable

 

1,500

 

2,500

Notes Payable - Related Parties

 

9,634

 

9,634

 

 

 

 

 

TOTAL CURRENT LIABILLITIES

 

226,213

 

150,803

 

 

 

 

 

Long Term Liabilities

 

 

 

 

Incredible Bank - Revolving Line of Credit - $350,000

 

20,107

 

319,319

PPP1

 

-

 

-

EIDL

 

499,900

 

499,900

PayPal Advance

 

29,517

 

29,517

Incredible Bank - Property Tax

 

40,587

 

40,587

Incredible Bank

 

8,582

 

847,817

 

 

 

 

 

TOTAL LONG TERM LIABILLITIES

 

598,693

 

1,737,140

 

 

 

 

 

Total Liabilities

 

824,906

 

1,887,943

 

 

 

 

 

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
25,926,900 and 25,876,900 shares issued and outstanding at June 30,2024 and December 31,2023 respectively

 

2,627

 

2,622

Additional Paid in capital

 

150,028

 

140,033

Subscription received - pending acceptance

 

 

 

-

Current year Profit (Loss)

 

821,315

 

(232,156)

(Accumulated Deficit) / Net worth, brought forward

 

(2,158,666)

 

(1,926,509)

(Accumulated Deficit) / Net worth

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)

 

(1,184,695)

 

(2,016,010)

 

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

$441,146

 

$672,868

 

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


2


 

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

Three Months Ended June 30,

 

 

2024

 

2023

 

2024

 

2023

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

 

REVENUES

$6,123  

 

$4,032  

 

$3,273  

 

$3,076  

 

 

 

 

 

 

 

 

 

 

TOTAL REVENUES

6,123  

 

4,032  

 

3,273  

 

$3,076  

 

COST OF GOODS SOLD

3,785  

 

13,703  

 

3,115  

 

3,892  

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

2,339  

 

(9,671) 

 

158  

 

(816) 

 

 

 

 

 

 

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

 

 

 

 

 

Administrative expenses

24,068  

 

26,077  

 

3,924  

 

15,538  

 

Professional fees

128,507  

 

14,712  

 

12,846  

 

12,493  

 

Selling expenses

2,108  

 

323  

 

110  

 

55  

 

Financial expenses

228,196  

 

704  

 

216  

 

281  

 

TOTAL GENERAL & ADMINISTRATIVE EXPENSES

382,879  

 

41,816  

 

17,096  

 

28,367  

 

 

 

 

 

 

 

 

 

 

PROFIT (LOSS) FROM OPERATIONS

(380,540) 

 

(51,487) 

 

(16,938) 

 

(29,183) 

 

 

 

 

 

 

 

 

 

 

OTHER (EXPENSE)  INCOME  

 

 

 

 

 

 

 

 

Gain on Sale of Assets

1,199,622  

 

-  

 

-  

 

-  

 

Other Income

2,233  

 

34,047  

 

2,233  

 

31,172  

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

821,315  

 

(17,440) 

 

(14,705) 

 

1,989  

 

 

 

 

 

 

 

 

 

 

BASIC EARNING PER SHARE

0.032  

 

(0.001) 

 

(0.001) 

 

0.000  

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

25,926,900  

 

25,876,900  

 

25,926,900  

 

25,876,900  

 

 

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


3


 

 

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

Six Months Ended June 30,

 

2024

 

2023

 

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

Net Profit / (Loss)

$821,315  

 

$(17,440) 

 

Adjustments to reconcile net income to net cash provided
by operating activities:

 

 

 

 

Gain on disposal of fixed assets

(1,211,318) 

 

-  

 

PNC Clover Note written off

-  

 

(10,401) 

 

Inventory written off

-  

 

890  

 

Changes in assets and liabilities :

 

 

 

 

Trade Receivables

(6,824) 

 

1,050  

 

Inventories

2,400  

 

-  

 

Note Receivables

(300,000) 

 

-  

 

Trade Payable

76,410  

 

5,100  

 

Note Payables

(1,000) 

 

-  

 

Improvement in Progress

11,697  

 

-  

 

Incredible Bank Loan - Express Loan

(299,212) 

 

-  

 

Incredible Bank Loan - PLP Loan

(839,235) 

 

-  

 

NET CASH (USED IN) BY OPERATING ACTIVITIES

(1,745,768) 

 

(20,801) 

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

Proceeds from disposal of fixed assets

1,700,000  

 

-  

 

NET CASH PROVIDED BY  INVESTING ACTIVITIES

1,700,000  

 

-  

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

Proceeds from Notes Payable

-  

 

2,500  

 

Repayment to Pay Pal Advance

-  

 

(4,011) 

 

Repayment of Loan from Incredible Bank

-  

 

(4,000) 

 

Proceeds from Subscription Money

10,000  

 

11,000  

 

NET CASH PROVIDED BY  FINANCING ACTIVITIES

10,000  

 

$5,489  

 

 

 

 

 

 

NET (DECREASE) / INCREASEIN CASH AND CASH EQUIVALENTS

(35,768) 

 

(15,312) 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD

39,521  

 

17,274  

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT THE END OF  PERIOD

$3,753  

 

$1,962  

 

 

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, 2024

25,876,900 

 

$2,622 

 

10,000 

 

$1.00 

 

$140,033 

 

$- 

 

$(2,158,665) 

 

$(2,016,009) 

Subscription Received

50,000 

 

5 

 

- 

 

- 

 

9,995 

 

 

 

-  

 

$10,000  

Net income for  the period

- 

 

- 

 

- 

 

- 

 

- 

 

- 

 

836,018  

 

$836,018  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of  March 31, 2024

25,926,900 

 

$2,627 

 

10,000 

 

$1 

 

$150,028 

 

$- 

 

$(1,767,486) 

 

$(1,169,991) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares Issued

0 

 

 

 

 

 

 

 

$- 

 

 

 

 

 

$-  

Net loss for  the period

- 

 

- 

 

- 

 

- 

 

- 

 

- 

 

$(14,705) 

 

$(14,705) 

Balance as of  June 30, 2024

25,926,900 

 

$2,627 

 

10,000 

 

$1 

 

$150,028 

 

$- 

 

$(1,782,191) 

 

$(1,184,696) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of  January 1, 2023

26,221,000 

 

$2,620 

 

10,000 

 

$1 

 

$129,033 

 

$- 

 

$(1,926,509) 

 

$(1,794,855) 

Shares Cancelled

(1,379,100)

 

- 

 

- 

 

- 

 

- 

 

- 

 

-  

 

$-  

Net Loss for the period

- 

 

- 

 

- 

 

- 

 

- 

 

 

 

(19,429) 

 

$(19,429) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of  March 31, 2023

24,841,900 

 

$2,620 

 

10,000 

 

$1 

 

$129,033 

 

$- 

 

$(1,767,486) 

 

$(1,814,284) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares Issued

1,035,000 

 

 

 

 

 

 

 

$11,000 

 

 

 

 

 

$11,000  

Net Loss for the period

- 

 

 

 

 

 

 

 

 

 

$- 

 

$1,989  

 

$1,989  

Balance as of  June 30, 2023

25,876,900 

 

$2,620 

 

10,000 

 

$1 

 

$140,033 

 

$- 

 

$(1,765,497) 

 

$(1,801,295) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


5


 

Free Flow, Inc. and Subsidiaries

 

Notes to the Unaudited Condensed Consolidated Financial Statements

 

June 30, 2024 and 2023

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Free Flow, Inc. (the "Company") was incorporated on October 28, 2011 under the laws of State of Delaware to enter the green energy industry. It began with the idea of developing swimming pool solar pump system. The solar energy business became very volatile due to 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, in King George, VA, buys end of life and wrecked automobiles from Insurance Auctions and disassembles the same to parts. After the dis-assembly these parts are labelled and stored at its warehouse, the inventory is uploaded and sold through a very sophisticated internet network. The primary customers are auto body and mechanic shops. Accurate Auto Parts, Inc. is in 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 has been acquired by Free Flow, Inc. subsidiary named “FFLO -  Inside Auto Parts, Inc.” and has 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 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 to Covid 19 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.  

 

On March 04, 2024 the company sold its 10+ acre facility for a gross sum of $ 1,700,000 and continues to operate the salvage yard under a concession agreement which is at the will of both parties.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all the adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for 2023 (“2023 Form 10-K”) as filled with SEC on April 01, 2024.

 

Use of Estimates

 

In preparing the consolidated financial statements in conformity with U.S GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include but are not limited to, revenue recognition, the allowance for bad debts, income taxes, and unrecognized tax benefits. Actual results could differ from those estimates.


6


 

Recent Accounting Standards Not Yet Adopted

 

In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure, which expands the disclosures required for income taxes, primarily through changes to the rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024, with early adaptation permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

 

Cash and cash Equivalents   

 

Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high-quality financial institutions.

 

Property and Equipment, net

 

Property and equipment are stated at cost less accumulated depreciation impairment. Depreciation of property, plant, and equipment is calculated on the straight-line method over the estimated useful lives as follows:

 

NOTE 3 GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of the business.  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 Company’s financial statement 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 $1,184,695 since its inception. There are no significant fixed recurring expenses and the current receivables are far more than current payables, thus the management does not doubt that it will continue as a going concern and recover the expenses through trading activities that are in progress.

 

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

 

NOTE 4 – 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. Since the facility has been sold, so this plan is no longer being pursued.

 

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.


7


 

On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership and has finally commenced operations. Free Flow Auto Auction, an on-line auto auction platform is expected to be launched by the end of third quarter.

 

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 company failed to obtain to financing to redeem the promissory note given to the Seller.

 

NOTE 5 – NOTE PAYABLE, RELATED PARTY

 

As of December 31, 2023, the Company had a note payable in the amount of $9,634 to Redfield Holdings, Ltd. a related party. During the six months ended June 30, 2024 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 31, 2024.

 

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

 

NOTE 6 – 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.


8


 

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

 

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

 

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

 

a)Each share to carry one vote. 

 

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

 

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

 

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

 

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

 

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

 

On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd. by cancellation of a Note against the issuance of 9,700 shares of preferred shares – Series “A”. These shares were issued to Redfield Holding, Ltd. thus making a total of entire designated preferred shares – Series “A” shares to Redfield Holdings, Ltd. Each share of preferred shares – Series “A” carries voting rights 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 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 the Company’s website, i.e., www.FreeFlowPLC.com

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through July 31, 2024, the date these financial statements were prepared to be issued and noted no material subsequent events for disclosure.


9


 

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 has decided to only trade in the auto parts business.

 

City Autos, Corp.

 

The prospects are under review, the subsidiary may be closed for business as nothing much has been transacted since the beginning of 2024.

 

Motors & Metal, Inc.:

 

Having shelved the plan to set up a scrap metal processing plant at its facility in King George, as the purchase orders of customers from 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 $6,123 during the six months ended June 30, 2024, and $4,032 of revenues during the six months ended June 30, 2023. The net revenues for the period ended June 30, 2024were greater by $2,091 than for the same period during 2023 and the Cost of Goods Sold was low by $9,918 during the period ended June 30, 2024, as compared to the same period during 2023. There is a Gross Profit of $ 2,339 as on June 30, 2024, as compared to the Gross Loss of $ 9,671for the same period during 2023.  

 

During the six months ended June 30, 2024, the Company incurred operational expenses of $382,879. This compares to $41,816 for the six months ended June 30, 2023. This increase in operational expenses due to increase in professional and financial expenses.

 

During the six months ended June 30, 2024 the company recognized a net gain of $821,315 as compared to the net loss of $17,440 for the corresponding period in the year 2023, thus recognizing a significant increase as compared to the six months ended June 30, 2023 due to gain on disposal of fixed assets.

 

The tax returns for the previous year shall be filed within the allowed filing date and due to loss there is no tax liability.

 

The Company’s office continues to be relocated at 6269 Caledon Road, King George, VA 22485.


10


 

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 June 30, 2024 the Company had total current assets of $441,146 consisting of $3,753 in cash and $102,264 in trade receivables, $2,400 value of Inventory, receivable from IRS $ 32,730and notes receivables $ 300,000.

 

NEED FOR ADDITONAL CAPITAL

 

The Company does not have capital sufficient to meet its expansion Capital needs. The Company will have to seek loans or Equity placements to cover such cash needs.

 

No commitments to provide additional funds have been made by the Company’s management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover the Company’s expansion budget.

 

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 $2,924,181 for the year ending December 31, 2023.

 

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.

 

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.

 

During the current quarter the company issued 1,035,000 of common shares for a sum of $11,000.00.  while 1,379,100 were cancelled. Thus, the total common shares outstanding as of June 30, 2023 are 25,876,900.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not Applicable

 

ITEM 5. OTHER INFORMATION


12


 

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

 

  

 


13


 

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 15, 2024

By:

/s/ Sabir Saleem

 

 

Sabir Saleem, Chief Executive Officer,

 

 

Chief Financial and Accounting Officer


14

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 15, 2024

/s/ Sabir Saleem
Sabir Saleem
Chief Executive Officer

 

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 15, 2024

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

 

 

 

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: August 15, 2024

By: /s/Sabir Saleem

 

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.

 

 

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: August 15,2024

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.

 

 

 

 

 

v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 15, 2024
Details    
Registrant CIK 0001543652  
Fiscal Year End --12-31  
Registrant Name Free Flow Inc.  
SEC Form 10-Q  
Period End date Jun. 30, 2024  
Tax Identification Number (TIN) 45-3838831  
Number of common stock shares outstanding   26,926,900
Filer Category Non-accelerated Filer  
Shell Company false  
Small Business true  
Emerging Growth Company false  
Document Quarterly Report true  
Securities Act 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  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Document Transition Report false  
v3.24.2.u1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash and cash equivalents $ 3,753 $ 39,521
Trade Receivables - current 102,264 95,440
Refund due from IRS - ERTC 32,730 32,730
Notes Receivable 300,000 0
Rounding off the decimals - error 0 (2)
Inter-company 0 0
Inventories 2,400 4,800
TOTAL CURRENT ASSETS 441,146 172,489
Fixed Assets    
Land and Building, without depreciation 0 772,413
Less: Allowance for Depreciation 0 (283,731)
TOTAL FIXED ASSETS 0 488,682
Other Assets    
Delivery Trucks, before depreciation allowance 2,500 2,500
Allowance for Depreciation (2,500) (2,500)
Improvements in progress 0 11,697
Equipment and Delivery Trucks, before depreciation allowance 31,712 31,712
Allowance for Depreciation (31,712) (31,712)
TOTAL OTHER ASSETS 0 11,697
TOTAL ASSETS 441,146 672,868
Current Liabilities    
Accounts Payable 215,079 138,669
Notes Payable 1,500 2,500
Notes Payable - Related Parties 9,634 9,634
TOTAL CURRENT LIABILLITIES 226,213 150,803
Long Term Liabilities    
Incredible Bank - Revolving Line of Credit - $350,000 20,107 319,319
PPP1 0 0
EIDL 499,900 499,900
PayPal Advance 29,517 29,517
Incredible Bank - Property Tax 40,587 40,587
Incredible Bank 8,582 847,817
TOTAL LONG TERM LIABILLITIES 598,693 1,737,140
Total Liabilities 824,906 1,887,943
Equity, Attributable to Parent    
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 25,926,900 and 25,876,900 shares issued and outstanding at June 30,2024 and December 31,2023 respectively 2,627 2,622
Additional Paid in capital 150,028 140,033
Subscription received - pending acceptance   0
Current year Profit (Loss) 821,315 (232,156)
(Accumulated Deficit) / Net worth, brought forward (2,158,666) (1,926,509)
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) (1,184,695) (2,016,010)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) 441,146 672,868
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
v3.24.2.u1
Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares
Jun. 30, 2024
Dec. 31, 2023
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 25,926,900 25,876,900
Common Stock, Shares, Outstanding 25,926,900 25,876,900
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
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
REVENUES        
REVENUES $ 3,273 $ 3,076 $ 6,123 $ 4,032
TOTAL REVENUES 3,273 3,076 6,123 4,032
COST OF GOODS SOLD 3,115 3,892 3,785 13,703
GROSS PROFIT 158 (816) 2,339 (9,671)
GENERAL AND ADMINISTRATIVE EXPENSES        
Administrative expenses 3,924 15,538 24,068 26,077
Professional fees 12,846 12,493 128,507 14,712
Selling expenses 110 55 2,108 323
Financial expenses 216 281 228,196 704
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 17,096 28,367 382,879 41,816
PROFIT (LOSS) FROM OPERATIONS (16,938) (29,183) (380,540) (51,487)
OTHER (EXPENSE) INCOME        
Gain on Sale of Assets 0 0 1,199,622 0
Other Income 2,233 31,172 2,233 34,047
Net Income (Loss) $ (14,705) $ 1,989 $ 821,315 $ (17,440)
BASIC EARNING PER SHARE $ (0.001) $ 0 $ 0.032 $ (0.001)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 25,926,900 25,876,900 25,926,900 25,876,900
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)
Common Stock
Preferred Stock
Additional Paid-in Capital
Subscription Received
Retained Earnings
Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022 $ 2,620 $ 1 $ 129,033 $ 0 $ (1,926,509) $ (1,794,855)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 26,221,000 10,000        
Shares Cancelled $ 0 $ 0 0 0 0 0
Shares Cancelled (1,379,100)          
Net Income (Loss) $ 0 0 0   (19,429) (19,429)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023 $ 2,620 $ 1 129,033 0 (1,767,486) (1,814,284)
Shares, Outstanding, Ending Balance at Mar. 31, 2023 24,841,900 10,000        
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022 $ 2,620 $ 1 129,033 0 (1,926,509) (1,794,855)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 26,221,000 10,000        
Net Income (Loss)           (17,440)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023 $ 2,620 $ 1 140,033 0 (1,765,497) (1,801,295)
Shares, Outstanding, Ending Balance at Jun. 30, 2023 25,876,900 10,000        
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2023 $ 2,620 $ 1 129,033 0 (1,767,486) (1,814,284)
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 24,841,900 10,000        
Net Income (Loss) $ 0     0 1,989 1,989
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023 $ 2,620 $ 1 140,033 0 (1,765,497) (1,801,295)
Shares, Outstanding, Ending Balance at Jun. 30, 2023 25,876,900 10,000        
Shares Issued     11,000     11,000
Stock Issued During Period, Value, New Issues $ 1,035,000          
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2023 $ 2,622 $ 1 140,033 0 (2,158,665) (2,016,009)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 25,876,900 10,000        
Net Income (Loss) $ 0 $ 0 0 0 836,018 836,018
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2024 $ 2,627 $ 1 150,028 0 (1,767,486) (1,169,991)
Shares, Outstanding, Ending Balance at Mar. 31, 2024 25,926,900 10,000        
Additional subscription $ 5 $ 0 9,995   0 10,000
Additional Subscription - Shares 50,000          
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2023 $ 2,622 $ 1 140,033 0 (2,158,665) (2,016,009)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 25,876,900 10,000        
Net Income (Loss)           821,315
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2024 $ 2,627 $ 1 150,028 0 (1,782,191) (1,184,696)
Shares, Outstanding, Ending Balance at Jun. 30, 2024 25,926,900 10,000        
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2024 $ 2,627 $ 1 150,028 0 (1,767,486) (1,169,991)
Shares, Outstanding, Beginning Balance at Mar. 31, 2024 25,926,900 10,000        
Net Income (Loss) $ 0 $ 0 0 0 (14,705) (14,705)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2024 $ 2,627 $ 1 150,028 $ 0 $ (1,782,191) (1,184,696)
Shares, Outstanding, Ending Balance at Jun. 30, 2024 25,926,900 10,000        
Shares Issued     $ 0     $ 0
Stock Issued During Period, Value, New Issues $ 0          
v3.24.2.u1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Net Cash Provided by (Used in) Operating Activities    
Net Income (Loss) $ 821,315 $ (17,440)
Adjustments to reconcile net income to net cash provided by operating activities    
Gain on disposal of fixed assets (1,211,318) 0
PNC Clover Note written off 0 (10,401)
Inventory written off 0 890
Changes in assets and liabilities    
Trade Receivables (6,824) 1,050
Inventories 2,400 0
Note Receivables (300,000) 0
Trade Payable 76,410 5,100
Note Payables (1,000) 0
Improvement in Progress 11,697 0
Incredible Bank Loan - Express Loan (299,212) 0
Incredible Bank Loan - PLP Loan (839,235) 0
Net Cash Provided by (Used in) Operating Activities (1,745,768) (20,801)
CASH FLOW FROM INVESTING ACTIVITIES    
Proceeds from disposal of fixed assets 1,700,000 0
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,700,000 0
CASH FLOW FROM FINANCING ACTIVITIES    
Proceeds from Notes Payable 0 2,500
Repayment to Pay Pal Advance 0 (4,011)
Repayment of Loan from Incredible Bank 0 (4,000)
Proceeds from Subscription Money 10,000 11,000
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,000 5,489
NET (DECREASE) / INCREASEIN CASH AND CASH EQUIVALENTS (35,768) (15,312)
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD 39,521 17,274
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 3,753 $ 1,962
v3.24.2.u1
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Free Flow, Inc. (the "Company") was incorporated on October 28, 2011 under the laws of State of Delaware to enter the green energy industry. It began with the idea of developing swimming pool solar pump system. The solar energy business became very volatile due to 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, in King George, VA, buys end of life and wrecked automobiles from Insurance Auctions and disassembles the same to parts. After the dis-assembly these parts are labelled and stored at its warehouse, the inventory is uploaded and sold through a very sophisticated internet network. The primary customers are auto body and mechanic shops. Accurate Auto Parts, Inc. is in 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 has been acquired by Free Flow, Inc. subsidiary named “FFLO -  Inside Auto Parts, Inc.” and has 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 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 to Covid 19 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.  

 

On March 04, 2024 the company sold its 10+ acre facility for a gross sum of $ 1,700,000 and continues to operate the salvage yard under a concession agreement which is at the will of both parties.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all the adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for 2023 (“2023 Form 10-K”) as filled with SEC on April 01, 2024.

 

Use of Estimates

 

In preparing the consolidated financial statements in conformity with U.S GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include but are not limited to, revenue recognition, the allowance for bad debts, income taxes, and unrecognized tax benefits. Actual results could differ from those estimates.

 

Recent Accounting Standards Not Yet Adopted

 

In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure, which expands the disclosures required for income taxes, primarily through changes to the rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024, with early adaptation permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

 

Cash and cash Equivalents   

 

Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high-quality financial institutions.

 

Property and Equipment, net

 

Property and equipment are stated at cost less accumulated depreciation impairment. Depreciation of property, plant, and equipment is calculated on the straight-line method over the estimated useful lives as follows:

v3.24.2.u1
NOTE 3 - GOING CONCERN
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 3 - GOING CONCERN

NOTE 3 GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of the business.  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 Company’s financial statement 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 $1,184,695 since its inception. There are no significant fixed recurring expenses and the current receivables are far more than current payables, thus the management does not doubt that it will continue as a going concern and recover the expenses through trading activities that are in progress.

 

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

v3.24.2.u1
NOTE 4 - INCORPORATION OF SUBSIDIARY
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 4 - INCORPORATION OF SUBSIDIARY

NOTE 4 – 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. Since the facility has been sold, so this plan is no longer being pursued.

 

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 and has finally commenced operations. Free Flow Auto Auction, an on-line auto auction platform is expected to be launched by the end of third quarter.

 

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 company failed to obtain to financing to redeem the promissory note given to the Seller.

v3.24.2.u1
NOTE 5 - NOTE PAYABLE, RELATED PARTY
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 5 - NOTE PAYABLE, RELATED PARTY

NOTE 5 – NOTE PAYABLE, RELATED PARTY

 

As of December 31, 2023, the Company had a note payable in the amount of $9,634 to Redfield Holdings, Ltd. a related party. During the six months ended June 30, 2024 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 31, 2024.

 

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

v3.24.2.u1
NOTE 6 - CAPITAL STOCK
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 6 - CAPITAL STOCK

NOTE 6 – CAPITAL STOCK

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

a)Each share to carry one vote. 

 

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

 

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

 

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

 

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

 

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

 

On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd. by cancellation of a Note against the issuance of 9,700 shares of preferred shares – Series “A”. These shares were issued to Redfield Holding, Ltd. thus making a total of entire designated preferred shares – Series “A” shares to Redfield Holdings, Ltd. Each share of preferred shares – Series “A” carries voting rights 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 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 the Company’s website, i.e., www.FreeFlowPLC.com

v3.24.2.u1
NOTE 7 - SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
Notes  
NOTE 7 - SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through July 31, 2024, the date these financial statements were prepared to be issued and noted no material subsequent events for disclosure.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 30, 2024
Policies  
BASIS OF PRESENTATION

Basis of presentation

 

The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and include all the adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for 2023 (“2023 Form 10-K”) as filled with SEC on April 01, 2024.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: USE OF ESTIMATES (Policies)
6 Months Ended
Jun. 30, 2024
Policies  
USE OF ESTIMATES

Use of Estimates

 

In preparing the consolidated financial statements in conformity with U.S GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include but are not limited to, revenue recognition, the allowance for bad debts, income taxes, and unrecognized tax benefits. Actual results could differ from those estimates.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Standards Not Yet Adopted (Policies)
6 Months Ended
Jun. 30, 2024
Policies  
Recent Accounting Standards Not Yet Adopted

Recent Accounting Standards Not Yet Adopted

 

In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure, which expands the disclosures required for income taxes, primarily through changes to the rate reconciliation and income taxes paid information. The ASU is effective for fiscal years beginning after December 15, 2024, with early adaptation permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Policies)
6 Months Ended
Jun. 30, 2024
Policies  
CASH AND CASH EQUIVALENTS

Cash and cash Equivalents   

 

Cash and cash equivalents are on deposit with financial institutions without any restrictions. The Company maintains its cash with high-quality financial institutions.

v3.24.2.u1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: PROPERTY AND EQUIPMENT (Policies)
6 Months Ended
Jun. 30, 2024
Policies  
PROPERTY AND EQUIPMENT

Property and Equipment, net

 

Property and equipment are stated at cost less accumulated depreciation impairment. Depreciation of property, plant, and equipment is calculated on the straight-line method over the estimated useful lives as follows:

v3.24.2.u1
NOTE 4 - INCORPORATION OF SUBSIDIARY (Details)
1 Months Ended
Feb. 28, 2015
USD ($)
Promedaff, Inc.  
Payments to Acquire Businesses, Gross $ 2,000,000
v3.24.2.u1
NOTE 5 - NOTE PAYABLE, RELATED PARTY (Details)
Dec. 31, 2022
USD ($)
Redfield Holdings Ltd  
Notes Payable, Related Parties $ 9,634
v3.24.2.u1
NOTE 6 - CAPITAL STOCK (Details) - USD ($)
1 Months Ended 6 Months Ended
Apr. 02, 2019
Dec. 31, 2014
Mar. 31, 2015
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2019
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            
Restricted common stock issued 21,000            
Common Stock, Shares, Issued       25,926,900 25,876,900 26,221,000  
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 the Company’s website, i.e., www.FreeFlowPLC.com      
Redfield Holdings Ltd              
Preferred Stock, Voting Rights     Each share of preferred shares – Series “A” carries voting rights 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

Free Flow (PK) (USOTC:FFLO)
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