Free Flow USA, Inc 10-Q for FY2024 Q3
Free Flow USA, Inc. (FFLO)
About this 10-Q
Free Flow USA, Inc filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $90.16K
- compared with a net loss of $53.63K a year earlier
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 | |
| 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.) |
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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 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:
TABLE OF CONTENTS
1
ITEM 1. FINANCIAL STATEMENTS
FREE FLOW USA, INC. & SUBSIDIARIES | ||||
Unaudited Condensed Consolidated Balance Sheets | ||||
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| September 30, |
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2024 |
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| ASSETS |
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Current Assets |
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| Cash and cash equivalents | $ |
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| Trade Receivables - current |
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| Refund due from IRS - ERTC |
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| Notes Receivable |
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| Rounding off the decimals - error |
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TOTAL CURRENT ASSETS |
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Fixed Assets |
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| Land and Building, without depreciation |
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| Less: Allowance for Depreciation |
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TOTAL FIXED ASSETS |
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Other Assets |
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| Delivery Trucks, before depreciation allowance |
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| Allowance for Depreciation |
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| Improvements in progress |
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| Equipment and Delivery Trucks, before depreciation allowance |
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| Allowance for Depreciation |
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TOTAL OTHER ASSETS |
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| TOTAL ASSETS | $ |
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| LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT) |
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Current Liabilities |
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| Accounts Payable - Trade |
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| Accounts Payable - Incredible Bank |
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| Notes Payable |
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| Notes Payable - Related Parties |
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TOTAL CURRENT LIABILLITIES |
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Long Term Liabilities |
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| EIDL |
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| PayPal Advance |
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| Incredible Bank |
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TOTAL LONG TERM LIABILLITIES |
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Total Liabilities |
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Redeemable Preferred Stock |
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Stockholders' Equity (Deficit) |
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| Preferred Stock ($ |
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| Common stock, ($ |
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| Forfeited Shares Account |
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| Additional Paid in capital |
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| Subscription Receivable | ( |
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| Subscription received - pending acceptance |
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| Current year Profit (Loss) |
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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
2
FREE FLOW USA, INC. & SUBSIDIARIES | ||||||||
Unaudited Condensed Consolidated Statements of Operations | ||||||||
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| Nine Months Ended September 30, |
| Three Months Ended September 30, | ||||
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| 2023 |
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| 2023 | |
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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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PROFIT (LOSS) FROM OPERATIONS | ( |
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OTHER (EXPENSE) INCOME |
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Gain on Sale of Assets |
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Written off balances | ( |
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NET INCOME (LOSS) |
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BASIC EARNING 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 | ||||||||
3
FREE FLOW USA, INC. & SUBSIDIARIES | |||||||||||||||
Unaudited Condensed Consolidated Statements of Stockholders' Equity | |||||||||||||||
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| ADDITIONAL |
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| TOTAL |
| COMMON STOCK |
| PREFERRED STOCK |
| PAID-IN |
| SUBSCRIPTION |
| RETAINED |
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SHARES |
| AMOUNT |
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| CAPITAL |
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| EARNINGS |
| EQUITY | |
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| Series -A |
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Balance as of January 1, 2024 |
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Subscription Received |
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Net income for the period |
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Balance as of March 31, 2024 |
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Shares Issued |
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Net loss for the period |
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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 for the period |
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Balance as of September 30, 2024 |
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Balance as of January 1, 2023 |
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Shares Cancelled | ( |
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Net Loss for the period |
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Balance as of March 31, 2023 |
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Shares Issued |
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Net Loss for the period |
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Balance as of June 30, 2023 |
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Net Loss for the period |
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Balance as of September 30, 2023 |
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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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| Nine Months Ended September 30, | ||
2024 |
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CASH FLOW FROM OPERATING ACTIVITIES |
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Net Profit / (Loss) |
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Adjustments to reconcile net income to net cash provided by operating activities |
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Gain on disposal of fixed assets | ( |
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PNC Clover Note written off |
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PayPal Loan Written Off | ( |
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Inventory written off |
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Changes in assets and liabilities : |
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Trade Receivables |
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Inventories |
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Refund Income Tax |
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Note Receivables |
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Trade Payable |
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Note Payables |
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Inter Company Payables | ( |
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Improvement in Progress |
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NET CASH (USED IN) BY OPERATING ACTIVITIES | ( |
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CASH FLOW FROM INVESTING ACTIVITIES |
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Payment for improvement in progress |
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Proceeds from disposal of fixed assets |
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NET CASH PROVIDED / (USED IN) BY INVESTING ACTIVITIES |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from Notes Payable |
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Repayment to Pay Pal Advance |
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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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Subscription Share Capital |
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Proceeds from Subscription Money |
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NET CASH (USED IN) / PROVIDED BY FINANCING 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
September 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 as Free Flow USA, Inc. 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., sold its 19+ acre facility in March 2024 and began concentrating in international sales of scrap metal through its wholly owned subsidiary namely Motors & Metals, Inc.
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 of America (“US 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 or impairment. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements, and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expenses in the consolidated statement of operations.
Property, plant, and equipment depreciation is calculated using the straight-line method over the estimated useful lives.
6
Stock Subscription Receivable
The Company recorded stock issuance at the effective date. If the subscription is not funded upon issuance, the Company records a Stock Subscription Receivable as an asset on Balance Sheet. When Stock Subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505 – 10 – 45 – 2, the stock subscription receivable is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet.
Basic Earnings (loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per share, ASC 260 Specifies the computation, presentation, and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average Number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per Share due to the lack of dilutive items in the Company.
NOTE 3 – GOING CONCERN
The Company's present revenues along with cash and cash equivalent reserves are marginally sufficient 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 $
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 since sale of its recycling facility Accurate Auto Parts, Inc. is actively working to set up a trading platform for sale of used 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. Upon sale of facility the plan to operate has been suspended until new location is acquired.
NOTE 5 – NOTE PAYABLE, RELATED PARTY
As of December 31, 2023, the Company had a note payable in the amount of $
Redfield Holdings Ltd. is 100% owned by Mr. Sabir Saleem, the CEO of Free Flow USA, Inc.
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NOTE 6 – CAPITAL STOCK
The Company has authorized
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 $
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On March 31, 2015, an amount of $
On September 30, 2017, total preferred shares issued and outstanding are
On April 2, 2019, in a private transaction the Company accepted a sum of $
On July 27, 2004, Ravinder K. Tikoo, M.D. executed a subscription agreement to purchase 1 million common shares under rule 144 of the SEC Act of 1934. The shares were issued to DKJ Trust as per order of Dr. Tikoo.
NOTE 7 – SUBSEQUENT EVENTS
The Company has evaluated subsequent event through October 09, 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 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.
The Company has moved its corporate office to 9243 John F. Kennedy Blvd., North Bergen, NJ 07047- 5322.
RESULTS OF OPERATIONS
The Company did recognize revenue for a sum of $6,123 during the nine months ended September 30, 2024, and $4,032 of revenues during the nine months ended September 30, 2023. The net revenues for the period ended September 30, 2024 were greater by $2,091 than for the same period during 2023 and the Cost of Goods Sold was low by $11,786 during the period ended September 30, 2024, as compared to the same period during 2023. There is a Gross Profit of $ 2,339 as of September 30, 2024, as compared to the Gross Loss of $ 11,539 for the same period during 2023
During the nine months ended September 30, 2024, the Company incurred operational expenses of $428,941. This compares to $93,821 for the nine months ended September 30, 2023. This increase in operational expenses is due to an increase in professional and financial expenses that were responded upon receiving final statements from the lending banks.
During the nine months ended September 30, 2024, the Company recognized a net gain of $ 812,683 as compared to the net loss of $ 71,065 for the corresponding period in the year 2023 thus recognizing a significant increase as compared to the nine months ended September 30,2023 due to gain upon sale of fixed assets, i.e. upon sale of 19+ acre property.
The tax returns for the previous year has be filed within the allowed filing date with no tax liability.
The credit committee comprising of sole member, namely Mr. Sabir Saleem reviewed all trade receivables and trade payables that were long outstanding and had become stagnant and un-collectible. All such amounts have been written off and/or set off so as not to show as an asset or liability on the books of accounts of the Company. The net impact of such adjustments amounted to $81,527.49 which has been booked as a loss. However, such receivables and payables have been recorded as memorandum and would be recognized as other income if and when such amounts are received.
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LIQUIDITY
Our consolidated financial statements have been prepared to assume that we will continue as a going concern.
On September 30, 2024, the Company had total current assets of $381,121 consisting of $34,289 in cash
and $6,680 in trade receivables, there was zero value of Inventory, receivable from IRS $32,730 and Notes Receivable $300,000.
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 up to September 30, 2024 since it began operations.
BOARD OF DIRECTORS
On August 26, 2024, the Board of Directors of the Company approved the addition of Mr. Ravinder Tikoo M.D as a member of the Company Board of Directors and appointed as Chairman of the Company.
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 September 30, 2024 that have materially or are reasonably likely to materially affect, our internal controls 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
The Company has issued the following shares:
Preferred:
10,000 shares of Preferred Shares – Series “A” for a sum of $300 in cash and $58,000 which were the result of conversation of certain debts of the company.
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.
470,935 shares of Preferred Shares – Series “C’ for a sum of $470,935 which were the result of conversation of certain debts of the company.
All of the above preferred shares were issued to Redfield Holdings, Ltd. which is 100% owned by Mr. Sabir Saleem, the CEO of the company.
On September 28, 2024, as per 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 because of the change of name of the shareholder.
Common:
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.
On June 20, 2022, in an amicable agreement 1,379,100 restricted common shares were cancelled.
On April 27, 2023, in a private transaction the Company accepted a sum of $10,000 against issuance of 35,000 restricted Common shares of the Company.
On May 11, 2023, in a private transaction the Company accepted a sum of $1,000 against issuance of 1,000,000 restricted shares of the Company.
On December 30, 2023, in a private transaction the Company accepted a sum of $10,000 against issuance of 50,000 restricted shares of the Company.
On July 29, 2024, in a private transaction the Company accepted a subscription agreement against 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 issuance of 3,073,100 restricted shares for a sum of $307.00.
Thus, the total number of common shares issued and outstanding as of September 30, 2024 are 30,000,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
ITEM 5. OTHER INFORMATION
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:
Exhibit No. |
| Description |
|
|
|
3.1 |
| |
3.2 |
| |
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: October 9, 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; October 9, 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: October 09, 2024
/s/ Sabir Saleem
Sabir Saleem
Chief Financial Officer and Principal Accounting Officer
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 September 30, 2024, 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: October 9, 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 September 30, 2024, 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: October 9, 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.