FFLO 10-Q
Free Flow USA, Inc. (FFLO)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| FOR THE QUARTERLY PERIOD ENDED |
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
| (IRS Employer |
of incorporation) | Identification No.) |
(Address of Principal Executive Offices)
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(Registrant’s Telephone Number)
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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.
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).
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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 | ☐ |
| ☒ | Smaller reporting company | ||
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| 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
Applicable Only to Issuer Involved in Bankruptcy Proceeding During the preceding Five Years.
N/A.
Applicable Only to Corporate Registrants
Securitas registered to Pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | FFLO | OTC QB Market Place |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
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ITEM 1. FINANCIAL STATEMENTS
FREE FLOW USA, INC. & SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Other Current Assets |
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Subscription Receivable |
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Refund due from IRS - ERTC |
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Note Receivable |
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TOTAL CURRENT ASSETS |
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TOTAL ASSETS |
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts Payable |
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TOTAL CURRENT LIABILITIES |
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Long Term Liabilities |
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SBA EIDL |
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Incredible Bank |
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TOTAL LONG TERM LIABILITIES |
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TOTAL LIABILITIES |
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Redeemable Preferred Stock |
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Series B; |
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Series C; |
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Stockholders' Equity (Deficit) |
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Preferred Stock ($$ |
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Common stock, (($ |
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Additional Paid in capital |
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(Accumulated Deficit) / Net worth, brought forward |
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TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) |
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
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The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
3
FREE FLOW USA, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
| Nine Months Ended September 30, |
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Revenues |
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Revenues | $ |
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Total Revenues |
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Cost of Goods Sold |
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Gross Profit |
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General and Administrative Expenses |
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Professional fees |
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Selling expenses |
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Financial expenses |
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Total General and Administrative Expenses |
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Operating Loss | ( |
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Other Income (Expense) |
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Gain on Sale of Assets |
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Other Income |
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Written off balances |
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Income (Loss) before Provision of Income Taxes | ( |
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Provision for Income Taxes |
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Net (Loss) Income | ( |
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Basic Earnings Per Share | ( |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
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FREE FLOW USA, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Stockholders' Equity
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| Nine Months Period ended September 30, 2025 |
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| ADDITIONAL |
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| TOTAL |
| COMMON STOCK |
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| PAID-IN |
| SUBSCRIPTION |
| RETAINED |
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SHARES |
| AMOUNT |
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| EQUITY | |
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| Series -A |
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Balance as of January 1, 2025 |
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Net loss |
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Balance as of March 31, 2025 |
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Net loss |
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Balance as of June 30, 2025 |
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Shares Issued |
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Promissory Note Settlement |
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Net loss |
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Balance as of September 30, 2025 |
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| Nine Months Period ended September 30, 2024 |
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| ADDITIONAL |
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| TOTAL |
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SHARES |
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Balance as of January 1, 2024 |
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Subscription received |
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Net income |
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Balance as of March 31, 2024 |
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Shares issued |
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Net loss |
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Balance as of June 30, 2024 |
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Shares issued |
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Subscription received |
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Net loss |
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Balance as of September 30, 2024 |
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The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
5
FREE FLOW USA, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
| Nine Months Ended September 30, | ||
2025 |
| 2024 | |
CASH FLOW FROM OPERATING ACTIVITIES |
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Net (Loss) / Profit | $( |
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Adjustments to reconcile net income to net cash provided |
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by operating activities: |
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Gain on disposal of fixed assets |
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PayPal Loan Written Off |
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Changes in assets and liabilities: |
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Other Current Assets | ( |
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Note Payables |
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Inter Company Payables |
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NET CASH (USED IN) BY OPERATING ACTIVITIES | ( |
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CASH FLOW FROM INVESTING ACTIVITIES |
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Note Receivables |
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NET CASH PROVIDED BY INVESTING ACTIVITIES |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Repayment of EIDL Loan |
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Repayment of Loan from Incredible Bank - Express Loan |
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Repayment of Loan from Incredible Bank - PLP Loan |
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Proceeds from Issuing Stock |
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Proceeds from Subscription Money |
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NET CASH PROVIDED / (USED IN) BY FINANCING ACTIVITIES |
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NET INCREASE/( DECREASE) IN CASH AND CASH EQUIVALENTS | ( |
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CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | $ |
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The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
6
Free Flow USA, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTIONS
Free Flow USA, Inc. (the "Company") was incorporated on October 28, 2011, as Free Flow, Inc. (Name changed to Free Flow USA, Inc. on May 28, 2024) under the laws of the State of Delaware to enter the green energy industry. It began with the idea of developing a swimming pool solar pump system. The solar energy business became very volatile due to a constant decline in the 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 Parts, Inc.”) and began the business of selling used auto parts.
Accurate Auto Parts, Inc. sold its assets in March 2024 and paid off a significant portion of its debts, which were secured by the property that was sold.
The other active subsidiaries, namely Motors & Metal, Inc., City Autos, Corp., and FFLO Auto Auction, Inc., also suspended their operations as all entities were operating from the premises that were sold. The company moved its corporate office to New Jersey, where it entered into a contract to acquire a pharmaceutical company. The entity being acquired failed the due diligence because their auditors could not provide a clean audited report. Since then, the company has looked into several acquisition and/or business opportunities and is expecting to soon have a positive conclusion.
Since the sale of the operating assets, the company is active in processing scrap metal through sub-contracting and is awaiting the conclusion of a contract in the near future.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules of the U.S Securities and Exchange Commission (“SEC”). In the opinion of the management, the accompanying unaudited interim condensed consolidated financial statements contain all necessary adjustments (including all those of a recurring nature and those necessary in order for the financial statements not to be misleading) and all the disclosures to present fairly our financial position and the results of our operations and cash flows for the period presented.
The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10–K for the year ended December 31, 2024, filed with the SEC on April 14, 2025.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires the Company to make decisions based upon estimates, assumptions, and factors considered relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of the estimates and assumptions. Accordingly, actual results could differ materially from those anticipated.
Cash and Cash Equivalents
The Company considers all cash on hand and in banks, certificates of deposit, un-deposited checks in hand and other highly liquid investments with maturities of a year or less, when purchased, to be cashed and cash equivalents.
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Accounts Receivable and Allowance for Credit Losses
Accounts receivable are stated at face value, net of allowance for credit losses. Management estimates the allowance for expected credit losses balance using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in the current environmental economic conditions and a reasonable and supportable forecast. The allowance for expected credit losses on financial instruments is measured on a collective (pool) basis when similar risk characteristics exist. Accounts receivable are non–interest–bearing. Accounts are written off when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received.
Fair Value of Financial Instruments
Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), defines fair value and guides on how to measure it. ASC 820 outlines required disclosures and describes valuation techniques, including the market approach (using comparable market prices), the income approach (present value of future income or cash flows), and the cost approach (replacement cost of an asset’s service capacity). ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows:
·Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
·Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
·Level 3: Unobservable inputs that reflect the reporting entity‘s own assumptions.
The carrying values of cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature. The estimated fair value of our long-term debt approximates its carrying value upon our expected borrowing rate for debt with similar remaining maturities and comparable risk (level 2). The Company currently has no financial instruments measured at estimated fair value on a recurring basis based on the valuation reports provided by the counterparties.
Revenue Recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods and services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations. This involves following a five-step process:(1) identify the contract(s) with a customer, (2) identify each performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to each performance obligation: and (5) recognize revenue when or as each performance obligation is satisfied.
Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing the Company’s net income/(loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued.
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Recent Accounting Pronouncements
From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards-setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption.
NOTE 3- GOING CONCERN
Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are marginally insufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had incurred cumulative net losses of $1,401,124 since its inception, thus requiring greater sales for its contemplated operational and marketing activities to take place. The Company's ability to increase additional sales in the future is unknown. The obtainment of additional sales, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. The current receivables are in excess to current payables, so there is no immediate fear in meeting its current obligations.
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 $
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 was doing business of buying end of life and salvage vehicles and selling auto parts. The assets of this subsidiary were sold in March 2024. The company is no longer seeking to continue the auto parts business.
On April 17, 2018, the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. the objective of acquiring real estate property, which plan is expected to finally materialize. Once a contract is concluded, then the information will be made public.
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 online auto auction platform. Due to sale of the premises, both these entities remain inactive.
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 the reason that the company failed to obtain to financing to redeem the promissory note given to the Seller.
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NOTE 5 – RELATED PARTY
There were no related party transactions that needed to be reported for the current period.
NOTE 6 – CAPITAL STOCK
The Company's capitalization is
Of the 20,000,000 authorized Preferred Stock, the company has designated
On November 22, 2011, the Company issued a total of
On December 6, 2011, the Company issued a total of
On August 1, 2014, the Company issued
On March 30, 2015, the Company issued
On December 31, 2014, the Company had a Note outstanding in the principal amount of $
On December 31, 2018, the Company had a Note outstanding in the principal amount of $
On April 2, 2019, the Company received a sum of $
As of December 31, 2019, the Company had
As of December 31, 2023, the Company had
As of December 31, 2024, the Company had
As of September 30, 2025, the Company had 31,000,000 shares of common stock issued and outstanding and
As of September 29, 2025 the stock of shares Series “B” and Series “C” were marked redeemed and the amount was booked as liability under “Notes Payable B and C” respectively.
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NOTE 7 – PROMISSORY NOTES
On September 29, 2025, the Company issued Promissory Note(s) to the creditor(s) in connection with 330,000 Series B and 470,935 Series C preferred shares. The Notes Payable were recorded in the books as principal amounts for a sums of $330,000.00 and $$470,935 respectively along with an agreed upon settlement compensation in the amount of S174, 000.00 and $219,065.00 respectively. The Notes bears no interest. With mutual consent of the Company and Note holder, the redemption dates of this liability is pending subject to company’s ability to pay off the debt.
NOTE 8 – SUBSEQUENT EVENTS
Auto Parts Division:
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the year ended December 31, 2024 to the date these financials statements were issued, and determined that there is no significant material subsequent event to disclose in these financial statements.
1. A few merger and acquisition proposals are also being considered. Once any firm negotiation is arrived at, then appropriate announcements shall be made public.
2. The company received a sum of $301,997.26 against the secured promissory note the company held form Trusted Auto Parts, LLC in the principal amount of $300,000 plus accrued interest in the amount of $1,997.26. The company entered into a settlement agreement with its creditor namely Incredible Bank to pay-off the entire outstanding debt for a sum of $205,000 which has been paid off. Thus the company as not debt against any borrowings from any commercial banks.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ALALYIS OR PLAN OF OPERATION
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FLOWING DISCUSSION AND ELSEWHERE IN THE THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR AN BEHALF, WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, FORWARD-LOOKING STATEMENTS ARE STATEMENT NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS. FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE, THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FORM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF, WE DIS TO UPDATE FORWARD-LOOKING STATEMENTS.
PLAN OF OPERATION
Auto Parts Division:
There has been nominal business activity. This division has seized to conduct auto parts business.
Motors & Metal, Inc. – Progress discussed as under:
Motors & Metals, Inc. is active in the scrap metal trading and processing business, but no transaction has materialized as yet.
Accurate Investments, Inc:
This entity is also in good standing and continues to pursue investment opportunities. No significant transaction has concluded yet.
City Autos, Corp.:
The Department of Motor Vehicles was advised that the company will stay dormant until further notice. This entity has also seized to conduct any business.
RESULTS OF OPERATIONS
The Company recognized revenue of $30,000 for consulting services rendered to a hotel group in New Jersy, during the nine months ended September 30, 2025, and $6,123 during the nine months ended September 30, 2024. Net revenues for the period ended September 30, 2025, were $23,877 higher than for the same period in 2024, and the Cost of Goods Sold was $3,785 lower during the period ended September 30, 2025, compared to the same period in 2024. The Gross Profit was $30,000 as of September 30, 2025, compared to $2,338 for the same period in 2024.
During the nine months ended September 30, 2025, the company incurred operational expenses of $98,058. This compares to $428,941 for the nine months ended September 30, 2024. The decrease in operational expenses is due to lower professional and financial expenses.
During the nine months ended September 30, 2025, the Company recognized a net loss of $46,565 compared to a net gain.
of $731,156 for the corresponding period in 2024, thus recognizing a significant decrease compared to the nine months ended September 30, 2024. Last year's gain was due to the sale of a 19+ acre property.
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The previous year's tax returns have been filed, and because of a loss, no tax is owed.
The credit committee, which consists of a single member, Mr. Sabir Saleem, reviewed all long-standing trade receivables and payables that were stagnant and uncollectible. All such amounts have been written off or offset to prevent them from appearing as assets or liabilities on the company's books.
The Company’s office continues to be relocated to 9243 John F. Kennedy Blvd. Suite 104, North Bergen, NJ 07047.
LIQUIDITY
Our consolidated financial statements are prepared under the assumption that we will continue as a going concern.
On September 30, 2025, the Company reported total current assets of $683,620, which included $24,398 in cash and $126,492 in other assets and $200,000 in subscription receivables. There were no inventories, and receivables from the IRS totaled $32,730, along with Notes Receivable of $300,000.
NEED FOR ADDITIONAL CAPITAL
The Company does not have sufficient capital 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 c
REVENUE RECOGNITION
The Company applies FASB Accounting Standard Codification (“ASC”) 606, Revenue from Contractors with Customers (Topic 606) (“ASC 606”), to recognize revenue. ASC 606 requires an entity to apply the following five step approach: (1) identify the contract(s) with a customer, (2) identify each performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to each performance obligation: and (5) recognize revenue when or as each performance obligation is satisfied.
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 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.
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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 were no changes in our internal control over financial reporting during the period ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTOR
Not Applicable to Smaller Reporting Companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Our Company is committed to continuously assessing cybersecurity risks, including the prevention, detection, and response to unauthorized actions within our information systems that may compromise the confidentiality or availability of our data or systems. We are using a firewall solution that monitors all kinds of web traffic and any kind of data leaks that may occur, as well as a centralized automatic antivirus/antimalware/patch system, in order to make sure all the servers and clients hold the latest patches in order to avoid security breaches. The Company’s data is stored on a daily basis.
As we grow, we plan to refine our cybersecurity strategy in line with global best practices and standards.
Governance
Acknowledging the critical importance of cybersecurity, our management and Board are dedicated to maintaining the trust and confidence of our business partners and employees. This includes managing cybersecurity risks as an integral component of our overall risk management framework. While cybersecurity responsibility is shared across all employees, our Board plays a pivotal role in the oversight of our risk management processes, including cybersecurity threats.
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ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Preferred Shares
On March 30, 2015, the Company issued 9,700 shares of Preferred Shares – Series A stock to Redfield Holdings, Ltd. for $1 each for a total of $58,000. On December 31, 2014, the Company had a Note outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuticals, Inc. On March 30, 2015, by mutual consent, this note and accrued interest were converted to 330,000 preferred shares – Series “B”. On November 1, 2018, the Company designated 500,000 preferred shares – Series “C” as mezzanine capital for its wholly owned subsidiary, namely Accurate Auto Parts, Inc., to be redeemed upon repayment of a loan made by River Valley Bank to Accurate Auto Parts, Inc. for the purchase of property and working capital. The loan from Redfield Holdings, Ltd., with the consent of Redfield Holdings, Ltd., was transferred in the corporate books to show the transfer of the loan amount of $470,935 against the issuance of 470,935 preferred shares – Series “C”. All of the above Preferred Shares were issued to Redfield Holdings Ltd., which is100% owned by Mr. Sabir Saleem, the CEO of the Company. On September 28, 2024, as per the request of Mr. Sabir Saleem, all of the above-preferred shares were transferred from Redfield Holdings Ltd. to Mr. Sabir Saleem, being the sole beneficial owner from day one; such transfer has no material effect due to the change of name of the shareholder. On September 29, 2025 the Company converted Preferred Shares – Series B & C into Promissory Notes. The total sum of Promissory Notes is $ 1,194,000.00 and the repayment is subject to amicable decision at a later date.
Common Shares
On April 2, 2019, the Company received a sum of $14,490 against the issuance of 21,000 restricted common shares. On May 1, 2023, the Company received a sum of $10,000 against the issuance of 35,000 restricted common shares. On May 11, 2023, in a private transaction, the Company accepted a sum of $1,000 against the issuance of 1,000,000 restricted Common shares of the Company. On December 30, 2023, in a private transaction, the Company accepted a sum of $10,000 against the issuance of 50,000 restricted Common shares of the Company. On July 29, 2024, in a private transaction, the Company accepted a subscription agreement against the issuance of 1,000,000 for a sum of $200,000. On September 28, 2024, in a private transaction, the Company accepted a subscription agreement against the issuance of 3,073,100 Restricted Common shares for $307.00. The price of all common shares issued has been arbitrarily fixed. On July 15, 2025 the Company received a sum of $ 200,000.00 against the issuance of 1,000,000 common shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
ITEM 5. OTHER INFORMATION
None
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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 |
| |
31.2 |
| |
32.1 |
| |
32.2 |
| |
101 |
| Interactive data files pursuant to Rule 405 of Regulation S-T |
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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 USA, Inc. |
|
| Registrant |
|
|
|
|
|
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Dated: November 10, 2025 | By: | /s/ Sabir Saleem |
|
| Sabir Saleem, Chief Executive Officer, |
|
| Chief Financial and Accounting Officer |
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