10-Q - FFLO - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES <br>EXCHANGE ACT OF 1934<br><br><br><br><br><br>FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021

Commission file number 000-54868

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

Delaware	45-3838831
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

6269 Caledon Road, King George, VA 22485

(Address of Principal Executive Offices)

(703) 789-3344

(Registrant’s Telephone Number)

———————————————————

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes [X ] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	☒
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 26,221,000 shares as of July 26, 2021.

ITEM 1. FINANCIAL STATEMENTS	3
Notes to Condensed Consolidated Financial Statements	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	11
ITEM 4. CONTROLS AND PROCEDURES	11
PART II – OTHER INFORMATION	12
ITEM 1. LEGAL PROCEEDINGS	12
ITEM 1A. RISK FACTOR	12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4. MINE SAFETY DISCLOSURE	12
ITEM 5. OTHER INFORMATION	12
PART II. OTHER INFORMATION	13
ITEM 6. EXHIBITS.	13
SIGNATURES	14

ITEM 1. FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIRIES

BALANCE SHEET

	As of	As of
	June 30,	December 31,
	2021	2020
	(Un-audited)	(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$35,018	$83,516
Trade Receivables - current	185,791	202,669
Rounding off the decimals - error	-	(2)
Inter-company	-	-
Advances for Inventory Purchases	-	-
Inventory	2,289,937	1,778,824
TOTAL CURRENT ASSETS	2,510,746	2,065,007
Fixed Assets
Land and Building, without depreciation	1,712,413	1,712,413
Allowance for Depreciation	(144,813)	(144,813)
TOTAL FIXED ASSETS	1,567,600	1,567,600
Other Assets
Delivery Trucks, before depreciation allowance	3,500	3,500
Allowance for Depreciation	(3,298)	(3,298)
Improvements in progress	9,441	9,441
Equipment and Delivery Trucks, before depreciation allowance	36,256	35,000
Allowance for Depreciation	(15,064)	(15,064)
TOTAL OTHER ASSETS	30,834	29,579
TOTAL ASSETS	4,109,180	3,662,186
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	4,979	9,829
Notes Payable	937,666	940,000
Notes Payable - Related Parties	8,677	1,689
TOTAL CURRENT LIABILITIES	951,322	951,518
Long Term Liabilities
Revolving Line of Credit - $350,000 amount drawn	349,500	349,500
PPP 1	46,266	27,800
EIDL	146,300	146,300
PayPal Advance	57,595	62,943
Loan - secured	873,131	873,131
TOTAL LONG TERM LIABILITIES	1,472,792	1,459,674
Total Liabilities	2,424,115	2,411,192
Redeemable Preferred Stock
Series B; 500,000 shares authorized; 330,000 and 0 issued and outstanding as of December 31, 2018 and 2017 respectively ( Classified as Mezzanine Equity)	330,000	330,000
Series C; 500,000 shares authorized; 470,935 and 0 issued and outstanding as of December 31, 2018 and 2017 respectively ( Classified as Mezzanine Equity) - As equity in Accurate Auto Parts, Inc.	470,935	470,935
Stockholders' Equity (Deficit)
Preferred Stock ($0.0001) par value, 20,000,000 shares authorized 10,000 shares par value $0.0001 Class A issued on December 31, 2015	1	1
Additional Paid in capital
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,200,000 shares issued and outstanding as of December 31, 2018 26,221,000 and 26,200,000 issued as on Dec. 31, 2019 and 2018 respectively	2,622	2,620
Additional Paid in capital	129,033	131,033
Subscription Received - pending acceptance	2,500	25,500
Current Period Profit (Loss)	460,015	850,610
(Accumulated Deficit) / Net worth	289,960	(559,705)
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	1,685,066	1,250,994
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	4,109,180	3,662,186

The accompanying notes are an integral part of unaudited condensed consolidated financial statements.

Free Flow, Inc.

Statements of Operations

Condensed Statements of Operations

(Unaudited)

		Six months ended June 30,		Three months ended June 30,
		2021	2020	2021	2020
REVENUES
	Revenues	$428,902	$280,780	$212,462	$164,401
TOTAL REVENUES		428,902	280,780	212,462	164,401
COST OF GOODS SOLD		225,437	91,397	151,897	57,775
GROSS PROFIT		203,466	189,383	60,566	106,626
GENERAL & ADMINISTRATIVE EXPENSES
	Administrative expenses	105,818	29,117	56,065	13,536
	Professional fees	24,293	14,959	14,190	7,796
	Selling expenses	41,671	17,203	24,502	7,842
	Financial expenses	27,779	23,031	9,712	904
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		199,561	84,311	104,469	30,078
PROFIT (LOSS) FROM OPERATION		3,905	105,072	(43,903)	76,548
OTHER (EXPENSE) INCOME			-	92	-
	Other Income - Additional Inventory recovered	456,110		108,329
NET INCOME (LOSS)		460,015	105,072	64,518	79,858
BASIC EARNING PER SHARE		0.018	(0.004)	0.002	0.003
WEIGHTED AVERAGE NUMBERO OF<br>COMMON SHARESS OUTSTANDING		26,221,000	26,221,000	26,221,000	26,200,000

The accompanying notes are an integral part of unaudited condensed consolidated financial statements.

FREE FLOW, INC.

Statement of Changes in Shareholders' (Deficit)

					ADDITIONAL
	COMMON STOCK		PREFERRED STOCK		PAID-IN	ACCUMULATED
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	(DEFICIT)	TOTAL
			Series -A			Surplus
Balance, December 31, 2020	26,221,000	$2,622.00	10,000	1	145,481	353,914	1,250,994
Profit for the quarter ended <br>30-Jun-21						460,015	460,015
BALANCE, June 30, 2021	26,221,000	$2,622	10,000	1	$145,481	813,929	1,685,066

FREE FLOW, INC. & SUBSIDIRIES

Statements of Cash Flow

			Six months	Six months
			Ended	Ended
			June 30,	June 30,
			2021	2020
CASH FLOW FROM OPERATING ACTIVITIES
	Net Loss		$ 460,015	$ 105,923
	(Increase) in Other Assets -		(1,256)	(2,449)
	(Increase) Decrease in Prepaid Expenses			(43,319)
	Increase (Decrease) in Intercompany			(1,156)
	Increase (Decrease) due to inventory adjustment 2020		(944)
	(Increase) Advance for Inventory Purchases		-	(61,817)
	Increase (Decrease) in Accounts due to figure roundoff			282
	Increase (Decrease) in Accounts Payable		(7,184)	1
	(Increase) Trade Receivables		16,878	-
	(Increase) Decrease in Inventory		(511,113)	(83,118)
		NETCASHUSEDINOPERATINGACTIVITIES	$ (43,604)	$ (85,653)
CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from notes payable - related parties		6,988	(25)
	Proceeds from Subscription not yet accepted		(25,000)
	Proceeds form Loan from River Valley Bank			29,500
	Proceeds form Loan from PayPal		(5,348)	49,349
	Proceeds form Loan from SBA			178,490
	Proceeds form Loan from PPP 1		18,466
	Proceeds from Accounts Payable - trade (Decrease in Accounts Payable)
		NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	$ (4,894)	$ 257,314
NET INCREASE (DECREASE) IN CASH			$ (48,498)	$ 171,661
CASH AT BEGINNING PERIOD			83,516	7,226
CASH AT END PERIOD			$ 35,018	$ 178,887

Free Flow, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2021

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 08, 2021.

NOTE 2 GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has established itself as a stable ongoing business entity with established revenues and / or sufficient reserves to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business.

In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained working capital line of credit from its commercial bank to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually fulfill the purchase orders to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – INCORPORATION OF SUBSIDIARY

In February 2015, the company incorporated a subsidiary, Promedaff, Inc. and purchased a skin care product line and formulations for $2,000,000 against a promissory note. An e commerce platform was set up for sales and marketing. The efforts did not bear any success and the entire inventory was sold through the Seller and the Promissory Note was cancelled and marked “VOID”. The name of this entity was changed to Motors & Metals, Inc. and had remained inactive but was in good standing, until it received a letter of intent from an overseas buyer willing to enter a long term contract to purchase shredded steal derived from automobile other scrap metals. Thus Motors & Metals, Inc. has embarked upon substituting its automobile crushing and shredding business to only shredding of automobiles and other metals to recover ferrous metals.

Proposals form renowned manufacturers of auto shredding equipment have been received and are being evaluated to determine the most suitable and competitive supplier. The initial plan is laid out to have an output of 3,000 to 5,000 tons of shredded steel per month.

As was reported in 10Qs for the earlier quarters as well as in 10Ks for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name JK Sales, Corp. (on December 7, 2017 the name was changed to Accurate Auto Parts, Inc.) and has since remained in the business of buying end of life and salvage vehicles and selling auto parts.

On April 17, 2018 the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. with the objectives of acquiring real estate property, and has remained dormant until any business is transacted.

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

On December 22, 2020 the company purchased business and assets from Inside Auto Parts, Inc. an auto recycling facility against a promissory note for approximately $940,000. The assets and business was purchased by another wholly owned subsidiary which was incorporated in September 2019 and remained dormant until November 2020 when the name was changed to FFLO – Inside Auto Parts, Inc. to facilitate the purchase of business and assets. The license from the State has been transferred to FFLO – Inside Auto Parts, Inc. With this acquisition the sales of the company has doubled.

NOTE 4 – RELATED PARTY

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

NOTE 5 – CAPITAL STOCK

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

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

a)Each share to carry one vote.

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

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

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

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

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

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

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

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

On April 2, 2019, in a private transaction the Company accepted a sum of $14,490.00 against issuance of 21,000 restricted Common shares of the Company. Thus the total common shares issued and outstanding as on June 30, 2021 stood at 26,221,000.

NOTE 6 – SUBSEQUENT EVENTS

None.

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

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

PLAN OF OPERATION

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

Free Flow Inc. the Company’s used auto parts subsidiaries have made a sale of $428,902 of Automobile Parts and Services. The Company continues seeking additional sales both in the domestic and international markets.

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

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

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

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

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

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $458,902during the six months ended June 30, 2021 and $280,780 of revenues during the six month ended June 30, 2020. While the net revenues for the period ended June 30, 2021 were higher by $148,122 than for the same period during 2020 and the Cost of Goods Sold was higher by $134,040 during the period ended June 30, 2021 as compared to the same period during 2020. This 147 % increase in cost of goods sold was due to increase in number of costly automobiles being dismantled while the overheads for dismantling increased. The general and administrative expenses for the period ended June 30 2021were $105,118as compared to $29,117 for the same period during 2020. During the period of 2021 the Company was making purchases in excess to what it did during the same period in 2020, excess purchases lead to excess administrative expenses. Also because the company is now in a stabilized mode and costs are being controlled.

During the six months ended June 30, 2021 the company recognized a gross profit of $203,446 as compared to $189,383for the corresponding period in the year 2020, this increase of $14,085 in Gross profit equates to approximately 7% as compared to the six months ended June 2021.

During the six month ended June 30, 2021 the company recognized a net operating profit of $3,905 as compared to operating profit of $105,072 for the corresponding period in the year 2020, this decrease in net operating profit by $101,167 is due to the fact that the sales were higher by $148,122 and the fixed administrative, professional and financial expenses were significantly high thus yielding a low margin of profit. Due to Covit19 pandemic, extra care was exercised and additional man-hour resources had to be deployed to maintain distance, this directly resulted in extra costs for delivery and transportation, both for inward freight and outgoing delivery charges.

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

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

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2020, AND FOR EACH OF THE PRECEDING YEARS THEN ENDED, INCLUDES A “GOING CONCERN” EXPLANATORY PARAGRAPH THAT DESCRIBES SUBSTANTIALLY DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN.

Balance Sheet:

On June 30, 2021 the Company had total current assets of $2,510,746 consisting of $35,018 in cash and $185,791 in trade receivables, and $2,289,937 in inventory. As on June 30, 2020 the Company has a total current assets of $1,258,048 consisting of $178,887 in cash and $150,409 in trade receivables, and $859,706 in inventory at cost.

EQUITY LINE OF CREDIT

The Company has obtained an equity line of credit from Incredible Bank (f/k/a/ River Valley Bank), additionally personally guaranteed by the CEO, Mr. Sabir Saleem against which, a sum of $349,500 was drawn as on June 30, 2021. The line of credit is being used for operating expenses, primarily for purchase of inventory.

OTHER LOANS

As of June 30, 2021 the Company had an outstanding loan from PayPal in the amount of $57,595 and received a loan under SBA Payroll Protection and Economic Injury Disaster Loan in the amount of $178,490.

REVENUE RECOGNITION

The Company recognizes revenues on arrangements in accordance with Securitas and Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and FASB ASC 605-15-25, REVENUE RECONGNITION. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonable assured. The Company reported gross revenues of $428,902 for the six months ended June 30, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABUT MARKET RISKS

Not Applicable.

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 June 30, 2021, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTOR

Not Applicable to Smaller Reporting Companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period of January 1, 2015 and March 31, 2015, the Company issued 9,700 shares of Preferred Shares – Series “A” for a sum of $58,000 and 330,000 shares of Preferred Shares – Series “B” for a sum of $330,000 which were the result of conversion of certain debts of the company.

In April 2019 the Company, as a private transaction, issued 21,000 restricted shares of Common Shares for a sum of $14,490.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The $940,000 private promissory note that was due for redemption on June 21, 2021(against the purchase of assets) was not redeemed. The management had made arrangement for a $2,000,000 financing through a private group, Unfortunately due to a death caused by an auto accident of one of the principals of the investing group the closing did not occur. The note holder has co-operated and arrangements are being made to extend the maturity date of the note to synchronize with the availability of funds through other sources which are being negotiated.

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	Articles of Incorporation*
3.2	Bylaws*
31.1	Sec. 302 Certification of Principal Executive Officer
31.2	Sec. 302 Certification of Principal Financial Officer
32.1	Sec. 906 Certification of Principal Executive Officer
32.2	Sec. 906 Certification of Principal Financial Officer
101	Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

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

	Free Flow Inc.
	Registrant
Dated: August 14, 2021	By:	/s/ Sabir Saleem
		Sabir Saleem, Chief Executive Officer,
		Chief Financial and Accounting Officer

Exhibit 31.1

CERTIFICATION

I, Sabir Saleem, certify that:

1.I have reviewed this report on Form 10-Q of Free Flow, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date; August 14, 2021
/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.

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2021
/s/ Sabir Saleem
Sabir Saleem
Chief Financial Officer and <br>Principal Accounting Officer

Exhibit 32.1 CERTIFICATION

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Free Flow, Inc. (the “Company”) for the period ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Sabir Saleem, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2021	By: /s/Sabir Saleem
	Chief Executive Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Quarterly Report on Form 10-Q of Free Flow, Inc. (the “Company”) for the period ended March 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Sabir Saleem, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: Aug. 14, 2021	By: /s/ Sabir Saleem
	Sabir Saleem
	Chief Financial Officer