FFLO 10-Q
Free Flow USA, Inc. (FFLO)
UNITED STATES
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 |
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of incorporation) |
| Identification No.) |
(Address of Principal Executive Offices)
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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).
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 pursuant to Section 12(b) of the Act.
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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| FFLO |
| OTC QB |
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
TABLE OF CONTENTS
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6 | |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 13 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | 14 |
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PART II – OTHER INFORMATION |
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 16 |
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PART II. OTHER INFORMATION | 17 |
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1
ITEM 1. FINANCIAL STATEMENTS
FREE FLOW USA, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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| December 31,2025 | |
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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, net |
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Refund due from IRS - ERTC |
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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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Promissory Notes Payable |
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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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Current year Profit (Loss) |
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(Accumulated Deficit) / Net worth, brought forward |
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(Accumulated Deficit) / Net worth |
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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
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FREE FLOW USA, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income
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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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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 & Administrative Expenses |
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Operating Loss |
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Other Income (Expense) |
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Other Income |
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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 |
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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 Stockholders' Equity
| Six Months Period ended June 30, 2026 | ||||||||||||||
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| ADDITIONAL |
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| TOTAL |
| COMMON STOCK |
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| RETAINED |
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SHARES |
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Balance as of January 1, 2026 |
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Net loss |
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Balance as of March 31, 2026 |
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Net loss |
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Balance as of June 30, 2026 |
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| Six Months Period ended June 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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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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The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements
4
FREE FLOW USA, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
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| Six Months Ended June 30, | ||
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CASH FLOW FROM OPERATING ACTIVITIES |
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Net (Loss) / Income |
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Adjustments to reconcile net income to net cash provided |
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Changes in operating assets and liabilities: |
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Trade Receivables |
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Trade Payable |
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NET CASH USED IN OPERATING ACTIVITIES |
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NET (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
5
Free Flow USA, Inc. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTIONS
Free Flow USA, Inc. (the “Company”) was incorporated as Free Flow, Inc. on October 28, 2011 [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 the 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 paused 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 its auditors could not provide a clean audited report. Since then, the company has looked into several acquisition opportunities and is expecting to soon have a positive conclusion.
Around July 2025, through its wholly owned subsidiary namely Accurate Investments, Inc. became beneficiary of a purchase contract that was related to purchase of a hotel property in Mt. Laurel. The project needed approximately $12.5 million to complete the acquisition of the property. Financing was successfully sought but the assignors of the purchase contract breached the contract, used the commitments letters that Accurate Investment, Inc. has mobilized and dealt directly with the sellers and purchased the property. Accurate Investments, Inc. has a cause of legal action for the breach of contract and is assessing its loss to seek legal remedy to make good on the losses of potential income and expenses it incurred.
NOTE 2 GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net book losses of approximately $1,745,731 since inception and has generated limited and non-recurring revenues during the current year. In addition, the Company has recorded subscription receivable balances for which cash has not yet been realized and has recognized a provision due to uncertainty in collectability. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient revenues, obtain additional financing through equity or debt issuances, and effectively execute its business plan. Management intends to raise additional capital and pursue strategic opportunities; however, there can be no assurance that such efforts will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
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NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company has prepared the accompanying unaudited condensed Consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted pursuant to such rules and regulations. The information in these financial statements should be read with the audited financial statements and notes thereto for the year ended December 31, 2025, in our Annual Report on Form 10 – K filed with the SEC on March 31, 2026. The results of the six months ended June 30, 2026 (unaudited), are not necessarily indicative of the results to be expected for the full year ending December 31, 2026.
PRINCIPAL OF CONSOLIDATION
The unaudited condensed consolidated financial statements and accompanying notes are prepared in conformity with the accounting principles generally accepted in the United States of America (“GAAP”). Our unaudited condensed financial statements include the operating results and financial condition of Automat Ltd. All intercompany accounts and transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the year reported. Actual results could differ from those estimates. Estimates are used when accounting for revenue recognition, the allowance for bad debts, income taxes, and unrecognized tax benefits. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash deposited in banks, demand deposits, money market accounts, and highly liquid, short-term investments with an initial term of three months or less. The Company maintains its cash with high-quality financial institutions.
ACCOUNTS RECEIVABLES
The Company’s Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectable are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
ALLOWANCES FOR CREDIT LOSSES
Receivables are reported as a net of an allowance for credit losses. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions (e.g., management’s evaluation of the aging of customers’ receivables balances and the financial condition of our customers) as well as changes in forecasted macroeconomic conditions, such as changes in the unemployment rate, gross domestic product growth rate, or credit default rates.
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CONCENTRATION OF CREDIT RISKS
Financial instruments that potentially subject us to a significant concentration of credit risk consist primarily of cash and cash equivalents and receivables. We control our exposure to credit risk associated with these instruments by (i) placing cash and cash equivalents with several major financial institutions, (ii) holding high-quality financial instruments, and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits, and monitoring procedures.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. As property or equipment is sold or retired, the applicable cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss thereon is recognized. Depreciation is calculated using a straight-line method. The estimated useful lives of Equipment and fixtures are 5 years.
INTANGIBLE ASSETS
Initial Measurement
Intangible asset acquisitions in which the consideration given is cash are measured by the amount of cash paid, which generally includes the transaction costs of the asset acquisition. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.
Subsequent Measurement
The company accounts for its intangible assets under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Subtopic (“ASC”) 350-30-35 “Intangibles--Goodwill and Other--General Intangibles Other than Goodwill-Subsequent Measurement”. Under this method, the company is required to test an indefinite-lived intangible asset for impairment at least annually. This is done by comparing the asset’s fair value with its carrying amount. If the carrying amount exceeds the asset’s fair value, the difference between them is recognized as an impairment loss.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification (“ASC”) No. 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
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·Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities to the reporting entity at the measurement date.
·Level 2: Quoted prices for similar assets or liabilities in markets that are not active, or for which all significant inputs are observable, either directly or indirectly, for substantially the full term of the assets or liability.
·Level 3: Unobservable inputs for the asset and liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The carrying amounts reported in the balance sheet for cash, accounts payable, and notes payable approximate their estimated fair market value based on the short-term maturity of these instruments. In addition, FASB ASC 825-10-25 “Fair Value Option” was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
INVENTORIES
The Company values its inventories at the lower of cost or net realizable value. Net realizable value can be influenced by current anticipated demand. If the actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period in which such a determination is made.
BUSINESS COMBINATIONS AND ASSETS ACQUISITIONS
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required to determine whether the Company has acquired inputs and processes capable of producing outputs that meet the requirements of a business. If determined to be an asset acquisition, the Company accounts for the transaction under ASC 805-50, which requires the acquiring entity in an asset acquisition to recognize assets acquired and liabilities assumed based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Goodwill is not recognized in an asset acquisition, and any excess consideration transferred over the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. In process research and development, or IPR&D projects with no alternative future use, are recorded in R&D expense upon acquisition, and contingent consideration obligations incurred in connection with an asset acquisition are recorded when it is probable that they will occur, and they can be reasonably estimated.
SHARE-BASED COMPENSATION
We account for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. Under the fair value recognition provision of this guidance, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period and reduced for actual forfeitures in the period they occur. Stock-based compensation is included as consulting expenses in our consolidated statements of operations.
REVENUE RECOGNITION
The Company has adopted ASC 606 – Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from service-related agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
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SUBSCRIPTION RECEIVABLE
The Company recorded a subscription receivable of $
RELATED PARTY TRANSACTIONS
Sabir Saleem, the officer and director of the Company, may, in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts.
NOTES 3. – PAYABLE – RELATED PARTY
The two notes that resulted upon redemption of Preferred Shares Series “C” and “D” were converted to Promissory Notes Payable and show an unpaid balance in the amounts of $ 230,000 and 470,935 respectively. By mutual consent, no payment date has been set. The notes do not bear any interest.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has implemented all applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that any other new accounting pronouncements that have been issued might have a material impact on its financial position or results of operations.
NOTE 4 – PROMISSORY NOTES
The Company issued Promissory Notes(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 sum of $ 330,000 and
$ 470,935, respectively. With the mutual consent of the Company and Note Holder, the redemption dates of this liability are pending, subject to the Company’s ability to pay off the debt.
NOTE 5 – 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; however, it continues to seek a subcontractor to continue the business; one prospect has actively engaged in development of auto parts on-line sales business and the work is in progress to developing web-site etc.
On April 17, 2018, the company incorporated in Virginia another subsidiary named Accurate Investments, Inc., to acquire real estate property, which plan is did materialize but did not come to any conclusive stage due to breach of contract by the assignors of a contract to purchase real estate in New Jersey. The company continues in exploring such opportunities. Once a new 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 on-line auto auction platform. Due to the 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 because the company failed to obtain to financing to redeem the promissory note given to the Seller.
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On June 28, 2026 the company acquired, for $1.00 consideration, the controlling interest of an entity named Automet, Ltd. incorporated in 1919 with no assets and no liabilities that was managed and controlled by the CEO, Mr. Sabir Saleem since 1988. Automet, Ltd. is in good-standing with the Secretary of State, Delaware. Federal tax returns have been duly filed showing zero revenues. Automet, Ltd. remained inactive since 2011 when it operated as a management service organization for medical facilities that were managed by Mr. Saleem. The Company (FFLO) desired to switch the ownership of all its subsidiaries except for Free Flow Auto Auction, Inc. only for accounting and administrative purposes. Automet, Ltd. has an authorized capital of 50 million common shares of which the issued shares are 3,499,000 of which 2,181,000 shares are being transferred to the Company (the FFLO); and an additional 1,000,000 par value $0.001 are being subscribed to bring the total issued shares to 3,181,000. FFLO would thus have approximately 71% of the issued and outstanding common shares Automet, Ltd.
Automet, Ltd. has Preferred Authorized shares numbering 5,000 with 1,000 preferred shares issued and outstanding and held by Mr. Sabir Saleem. Par value being $0.001 per shares.
NOTE 6 – RELATED PARTY
There were no related party transactions required to be reported for the current period.
NOTE 7 – 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 December 31, 2014, the Company had a Note outstanding in the principal amount of $
On March 30, 2015, the Company issued
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 December 31, 2025, the Company had
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NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the period ended June 30, 2026, to the date these financial statements were issued, and determined that there is no 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. On July 28, 2028, the name of Free Flow Auto Auction, Inc. was changed to Orbis Energy, Ltd. This has been done in anticipation to expanding its business activities in Oil and Gas industry. Mr. Adnan Z. Javed, who is a professional entrepreneur has joined Orbis Energy, Ltd. as CEO and is pursuing business opportunities in the Oil & Gas industry in Texas, USA.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS 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 a small but significant business activity. The division has re-started its auto parts sales business and is preparing a web-site to conduct the auto parts business.
Motors & Metal, Inc. – Progress discussed as follows:
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 has been advised that the company will remain dormant until further notice.
Free Flow Auto Auction, Inc. (name changed to Orbis Energy, Ltd.)
Orbis is actively looking into engaging itself in the Oil & Gas business. Discussions for acquisition and/or joint venture are being actively pursued, once concluded, public announcement shall be made.
Automet, Ltd.
The shares of all subsidiaries except Orbis, Ltd. (formerly known as Free Flow Auto Auction, Inc.) are being transferred to Automet, Ltd. only for administrative and analytical purposes. This shifting of ownership of respective subsidiaries does not in any form or fashion change the economic structure of the company. In near future, the company may offer different incentives to its operating staff (bonus and perquisites) so the move is part of the company’s development plan to have Orbis, Ltd.’s performance measured separately.
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RESULTS OF OPERATIONS
The Company recognized revenue of $ 11,900.00 during the six months ended June 30, 2026, and no revenue during the six months ended June 30, 2025. The net revenues for the period ended June 30, 2026, were more by $11,900.00 than for the same period in 2025. The Company did not incur any Cost of Goods Sold during the six months ended June 30, 2026, nor during the same period in 2025. The Company reported Gross Profit of $ 11,900.00 for the six months ended June 30, 2026, compared to no Gross Profit for the same period in 2025.
During the six months ended June 30, 2026, the Company incurred operational expenses of $ 50,842.00, compared to $41,857.00 for the six months ended June 30, 2025. This increase in operational expenses was due to higher admin expenses.
During the six months ended June 30, 2026, the company recorded a net loss of $38,942.00, compared with a net loss of $26,844.00 for the corresponding period in 2025. The increase in net loss was primarily attributable to higher administrative expenses in 2026 relative to the same period in 2025.
The tax returns for the previous year have been filed, and there is no tax liability.
The Company’s office remains at 9243 John F. Kennedy Blvd., Suite 104, North Bergen, NJ 07047.
LIQUIDITY
The Independent Registered Public Accounting Firm’s report on the Company’s Financial Statements as of December 31, 2025, and for each of the preceding years then ended, includes a “Going Concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.
On June 30, 2026, the Company had total current assets of $ 197,917.00, consisting of $4,194.00 in cash, and $160,993.00 as Other Current Assets, net, due from the IRS of $32,730.00.
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 cover the Company’s expansion budget.
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.
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ITEM 4. CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control so as to
(1) maintain the records in reasonable detail, which will accurately and fairly reflect the transactions and dispositions of the Company’s assets;
(2) to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are made within the delegated authority; and
(3) to provide reasonable assurance for the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on company’s financial statements.
However, the management asserts that the company does not have any accounting staff due to limited financial resources though has plans to recruit gradually. Also, this company does not have a well written document on accounting policies and procedures, though has plans to have them shortly. Consequently, this can result in possible errors in the presentation and disclosure of financial information in our annual, quarterly, and other filings.
The SIC Code of 1700 as showing in Edgar for this company is no longer valid, since this company is now dealing with the auto parts, as OEM Recycled Auto Parts. Segregation of duties is an important factor in Internal Control. Though it is achieved to a certain extent, the management is committed to strengthen the internal controls effectively in the coming months.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended June 30, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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
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 $ 700,935.00, and the repayment is subject to an 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 shares 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
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ITEM 5. OTHER INFORMATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:
Exhibit No. |
| Description |
3.1 |
| Articles of Incorporation* |
3.2 |
| Bylaws* |
31.1 |
| |
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 | |
|
|
|
|
|
|
Dated: August 13, 2026 | By: | /s/ Sabir Saleem |
|
| Sabir Saleem, Chief Executive Officer, |
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