8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): January 14, 2021

 

Free Flow Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54868	45-3838831
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6269 Caledon Road

King George, VA 22485

(Address of principal executive offices)

Phone: +(703) 789-3344

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):  

Emerging growth company          x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	N/A	N/A

Item 1.01. Entry into a Material Definitive Agreement

On November 22, 2020, Free Flow, Inc. (the “Company” or “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) with Inside Auto Parts, Inc. (the “Seller”), a company incorporated in the Commonwealth of Virginia having its offices at 314 Pendleton Road, Mineral, Virginia 23117, to purchase the assets (the “Purchased Assets”) consisting of all tangible property, including furniture, fixtures, machinery, equipment, tools, specified inventory, and real estate, consisting of 16 acres of land with existing buildings in Louisa County, Virginia, identified as 314 Pendleton Road.  The acquisition closed on December 22, 2020.

The Purchase Price for the Purchased Assets is Nine Hundred and Forty Thousand Dollars ($940,000) and other considerations. The Purchase Price shall be paid by the delivery of two promissory notes.  The Buyer shall execute one promissory note for all assets purchased excluding land and building for a sum of $353,000 (the “Personal Property Note”) and a second promissory note against purchase of land and building for a sum of $587,000 (the “Real Estate Note”) which will be drawn in conjunction with a separate “contract for purchase of property" as per Virginia State regulations. Both notes will bear interest @ of 2.5% per annum to be paid at maturity of the notes.  The Promissory Notes shall be reasonably satisfactory to the parties in form and substance and be payable in full six months after settlement hereunder.  The Promissory Notes shall be guaranteed by a personal guaranty of Sabir Saleem (the “Guaranty”), the controlling party of Buyer.  Payment of the Personal Property Note shall be secured by a Security Agreement executed by Buyer at Closing, evidenced by a UCC1 which Seller may    record in the appropriate office at the Virginia State Corporation Commission.

There shall be drawn a "Contract for Deed" reasonably acceptable to the parties in form and substance which will be held in escrow with National Title & Settlements Group, Inc., Att.: Mumtaz Bhatti, Esq, and may be released from escrow without the written approval of both parties, in the sole event the Promissory Notes are paid in full.  

The Buyer is permitted to re-sell the assets purchased herein to any entity that the Buyer has an economic interest in. In such event the Buyer shall not be absolved of the liability under the Promissory Notes along with the subordinated security interest of the Seller. The Buyer desires    to re-sell the purchased assets to a company to be named FFLO - Inside Auto Parts, Inc.

Following Closing, Anderson Jackson shall serve as Chief Executive Office of the entity which acquires title to the Personal Property for at least as long as the Promissory Notes remain unpaid, pursuant to a mutually agreeable Employment Agreement (the “Employment Agreement”).  

The consummation of the purchase and sale of the Purchased Assets (the "Closing") shall be held at 4:00 p.m. on December 22, 2020 or sooner by agreement of the parties, at such place as Buyer and Seller may agree.

The assets excluding land and building shall be transferred to the order of the Buyer, i.e., to FFLO - Inside Auto Parts, Inc. however, the Seller will continue as "operator" for record until such time that the Department of Motor Vehicles has issued a new license in the name of the Buyer. Upon closing, all revenues generated, and all costs and expenses incurred, will be borne by the Buyer and shall thus be on account of the Buyer.

Immediately upon completion of the Closing, Sellers shall be deemed to have fully and completely transferred to Buyer all his rights, title and interest, if any, in, as well as possession, custody and control of, the Purchased Assets. Seller shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased Assets from and after the Closing.

Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or appropriate for the purposes of this Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 above relating to the Asset Purchase Agreement is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 above relating to the Asset Purchase Agreement is incorporated by reference into this Item 2.03.

Item 8.01. Other Events

On January 4, 2021, the Company issued a press release announcing the Acquisition. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1	Asset Purchase Agreement by and between the Company and Inside Auto Parts, Inc., dated November 22, 2020.
99.1	Press Release issue by Free Flow, Inc. on January 4, 2021

SIGNATURE

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

Free Flow, Inc. 

Date: January 14, 2021By: /s/ Sabir Saleem 

Sabir Saleem 

President & CEO 

EX-10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of the 22^nd day of November,   2020, by and between Inside Auto Parts, Inc. (EIN # 54-1672337) through its President Mr. Anderson Jackson, Jr., who is the owner of all of the issued and outstanding shares of the Inside Auto Parts, Inc., a company incorporated in the Commonwealth of Virginia having its offices at 314 Pendleton Road, Mineral, Virginia 23117 as Seller and Free Flow, Inc. a Delaware Corporation, (EIN 45-3838831) having its offices at 6269 Caledon Road, King George, VA 22485 (hereinafter called “FFLO”) as Buyer.

RECITALS:

WHEREAS, Seller desires to sell its assets listed in Exhibit A-1 (collectively the   "Facility "); and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all Seller's rights, title and interest, if any, in and to certain assets on the terms described below.

NOW, THEREFORE, the parties agree as follows:

1.Preamble; Preliminary Recitals. 

The preamble and preliminary recitals set forth above are by this reference incorporated in and made a part of this Agreement.

2.Purchase of Assets. 

Subject to the provisions of this Agreement, Buyer agrees to purchase, and Sellers agree to sell, all Sellers’ rights, title and interest, if any, in and to the Purchased Assets, as defined in this paragraph. The purchase price for the Purchased Assets shall be NINE HUNDRED FORTY THOUSAND DOLLARS ($940,000.00) ("Purchase Price") and other considerations specifically not being defined herein.

"Purchased Assets" means, collectively all tangible property, including furniture, fixtures, machinery, equipment, tools, and inventory* ("Inventory")., and real estate consisting of 16 acres of land with existing buildings in Louisa County, Virginia, identified as 314 Pendleton Road, free and clear of any/all liens and/or encumbrances.

* excludes inventory of dealership division, i.e., the dealership has zero inventory.

3.Payment of Purchase Price. 

In consideration of $940,000.00, and other considerations, Seller agrees to sell the Purchased Assets to Buyer for a total consideration of $940,000.00.  The Purchase Price shall be paid by the delivery of two promissory notes.  The Buyer shall execute one promissory note for all assets purchased excluding land and building for a sum of $353,000 (the “Personal Property Note”) and

a second promissory note against purchase of land and building for a sum of $587,000 (the “Real Estate Note”) which will be drawn in conjunction with a separate “contract for purchase of property" as per Virginia State regulations. Both notes will bear interest @ of 2.5% per annum to be paid at maturity of the notes.  The Promissory Notes shall be reasonably satisfactory to the parties  in form and substance and be payable in full six months after settlement hereunder.  The Promissory Notes shall be guaranteed by a personal guaranty of Sabir Saleem (the “Guaranty”), the controlling party of Buyer.  Payment of the Personal Property Note shall be secured by a Security Agreement executed by Buyer at Closing, evidenced by a UCC1 which Seller may record in the appropriate office at the Virginia State Corporation Commission.

3.1There shall be drawn a "Contract for Deed" reasonably acceptable to the parties in form and substance which will be held in escrow with National Title & Settlements Group, Inc., Att.: Mumtaz Bhatti, Esq, and may be released from escrow without the written approval of both parties, in the sole event the Promissory Notes are paid in full.   

3.2Re-sale of Assets Permissible. 

The Buyer is permitted to re-sell the assets purchased herein to any entity that the Buyer has an economic interest in. In such event the Buyer shall not be absolved of the liability under the Promissory Notes along with the subordinated security interest of the Seller. The Buyer desires to re-sell the purchased assets to a company to be named FFLO - Inside Auto Parts, Inc. (EIN # 84-3009635).

3.3Employment of Anderson Jackson  

Following Closing, Anderson Jackson shall serve as Chief Executive Office of the entity which acquires title to the Personal Property for at least as long as the Promissory Notes remain unpaid, pursuant to a mutually agreeable Employment Agreement (the “Employment Agreement”). Among other terms, the employment agreement shall provide for a weekly salary of $925, plus a bonus of ten percent of annual gross sales receipts exceeding $500,000, determined on a prorata basis.

1.Closing. 

The consummation of the purchase and sale of the Purchased Assets (the "Closing") shall be held at 4:00 p.m. on December 22, 2020 or sooner by agreement of the parties, at such place as Buyer and Seller may agree.

The assets excluding land and building shall be transferred to the order of the Buyer, i.e., to FFLO - Inside Auto Parts, Inc. however, the Seller will continue as "operator" for record,  until such time that the Department of Motor Vehicles has issued a new license in the name of the Buyer. Upon closing, all revenues generated and all costs and expenses incurred will be borne by the Buyer and shall thus be on account of the Buyer.

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a.At the Closing, Sellers shall deliver the Purchased Assets to Buyer and shall deliver the following documents to Buyer: 

i.an Assignee's Bill of Sale in substantially the form of Exhibit B; 

ii.list of Inventory as reflected in the yard management system (Hollander) as of date of closing (Seller agrees to provide Buyer, at closing, with the first and last pages of the inventory report/summary), and Equipment; 

iii.Closing Statement;  

iv.the Contract for Deed; and 

v.such other documents as may be reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement. 

b.At Closing Buyer shall deliver the executed Promissory Notes to Seller and shall deliver to Seller the following documents: 

i.executed counterparts of the Closing Statement;  

ii.a Security Agreement intended to establish a lien on the tangible property which is a part of the Purchased Assets;  

iii.The Guaranty; 

iv.The Employment Agreement; and 

v.such other documents as may be reasonably requested by Seller in connection with the consummation of the transactions contemplated by this Agreement. 

c.Both parties undertake to provide, submit and execute any documents that may be required by their respective legal counsel and are pending preparation or submission or are awaited from any third party to enable completion and perfecting documentation for the transaction being contemplated herein.  

3.Delivery and Condition of the Purchased Assets. 

Immediately upon completion of the Closing, Sellers shall be deemed to have fully and completely transferred to Buyer all his rights, title and interest, if any, in, as well as possession, custody and control of, the Purchased Assets. Seller shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased Assets from and after the Closing.

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a.Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or appropriate for the purposes of this Agreement. 

b.EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER DOES NOT  

MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE PURCHASED ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

4.Conditions Precedent to Closing. 

The performance by Seller and Buyer of their respective obligations under this Agreement is subject to the condition that on the Closing Date no suit, action or other proceeding shall be pending before any court or governmental or regulatory authority which seeks to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated by this Agreement.

5.Default. 

If Seller fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then Buyer shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever.  If so terminated, each party hereto shall suffer their own losses, costs, expenses or damages arising out of, under or related to this Agreement.

6.Indemnity. 

Buyer shall indemnify, defend and hold Sellers harmless from and against any and all losses, liabilities, damages, costs and obligations (or actions or claims in respect thereof) (including reasonable counsel fees), which Sellers may suffer or incur arising out of or based upon:

a.the breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement;  

b.the operation of the Business and the use of any of the Purchased Assets after the Closing. 

c.any loan, grant, concession and / or financial assistance offered by the State or Federal Government and received by the Sellers during the transaction of license period i.e., after the date of closing will be for the benefit of the Buyer and any liability arising thereof will also be the responsibility of the Buyer.  

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7.Notices. 

Any notice required or permitted by this Agreement shall be in writing and effectively delivered for all purposes if delivered personally, by overnight delivery service or by United States mail, certified mail, postage prepaid, return receipt requested and:

If directed to Sellers:

11129 Zachary Taylor Highway,

Unionville, VA 22567

If directed to Buyer:

6269 Caledon Road,

King George, VA 22485

All notices shall be deemed delivered upon receipt.

8.Survival.   

The representations, warranties and covenants contained herein shall not survive Closing, except as otherwise provided herein.

9.Brokers.   

Seller warrants to the Buyer that it has engaged, consented to, and authorized a broker, namely, Mr. Zack Reed, of Bristol Group to act on its behalf, directly or indirectly, as a broker or finder in connection with the transactions contemplated by this Agreement and such third party is entitled to any fee or compensation in connection with this Agreement or the transactions contemplated hereby by reason of any action of it. Such fees are the sole responsibility of the Seller.

10.Amendment and Modification.  

This Agreement may be amended, modified or supplemented only by written agreement of Buyer and Seller.

11.Severability. 

Any provision of this Agreement that shall be prohibited or unenforceable shall be deemed ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

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12.Entire Agreement. 

This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied, oral or written.

13.Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

14.Counterparts. 

This Agreement may be executed in one or more counterparts all of which when taken together constitute one and the same instruments. A signed counterpart is as binding as an original.

15.Headings, Exhibits. 

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.  All lettered Exhibits are attached to and by this reference made a part of this Agreement.

16.Binding Effect. 

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

BUYER:

Free Flow, Inc.

BY: /s/ Sabir Saleem

Sabir Saleem, CEO

SELLER:

Inside Auto Parts, Inc.

BY: /s/ Anderson Jackson

Anderson Jackson, President

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EXHIBIT A-1

ASSETS LIST

Category		#		Item	Location
AUTO/TRANSPORT EQUIPMENT
		1		96 GREY TOYOTA TRUCK	Delivery (Ervin)
		2		96 WHITE TOYOTA TRUCK	Delivery (Steve)
		3		96 GREEN TOYOTA TRUCK	Yard
		4		96 BLACK TOYOTA TRUCK	Yard
		5		96 BLACK TOYOTA TRUCK	Yard
		6		96 WHITE DUMP TRUCK	Yard
		7		96 WHITE FLATBED TRUCK	Yard
FURNITURE AND FIXTURES
		8		COMPUTER-1	AJ's Office
		9		COMPUTER-2	Melody's Office
		10		COMPUTER- 3	Admin Office
		11		COMPUTER-4	Front Counter
		12		COMPUTER- 5	QuickBooks (POS)
		13		COMPUTER-6	UPS
		14		COMPUTER- 7	Powerlink
		15		PRINTER -1	Melody's Office
		16		PRINTER- 2	Admin Office
		17		PRINTER- 3	QuickBooks (POS)
		18		PRINTER-4	File Room
		19		PRINTER - 5	Powerlink
		20		PRINTER - 6	UPS Printer
		21		MONITOR-1	AJ's Office
		22		MONITOR-2	Melody's Office
		23		MONITOR-3	Admin Office
		24		MONITOR-4	Front Counter
		25		MONITOR-5	QuickBooks (POS)
		26		MONITOR-6	UPS
		27		MONITOR-?	Powerlink
		28		DESKS (5)	Offices
		29		OFFICE CHAIRS (8)	Offices
		30		ACCENT CHAIRS (6)	Offices
		31		CONFERENCE TABLE	Melody's Office
		32		SIDE TABLES (2)	AJ's Office
		33		FILE CABINETS (8)	Offices
		34		BOOKSHELVES (8)	Offices
		35		PICTURES & WALL ART	Main Building
		36		KITCHEN CABINETS (4)	Main Building
		37		KITCHEN SINK & VANITY	Main Building
		38		KITCHEN APPLIANCES	Main Building
		39		KITCHEN BOOTHS (2)	Main Building
		40		LAPTOP	Mobile
		41		PROJECTOR WITH CASE	Mobile
		42		SECURITY SYSTEM	Main Building
		43		MULTl-LINE PHONE SYSTEM	Main Building
		44		POOL TABLE	Breakroom
		45		TREADMIL	Main Building
		46		ELIPTICAL	Breakroom
		47		STATIONARY BIKE	Breakroom
FURNITUREAND FIXTURES (cont.)
	48		WHITE BOARDS (3)		Main Building

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	49	MOVIES	Breakroom
	50	CLASSROOM FURNITURE	G-Building
	51	BATHROOM	Main Building
	52	KITCHEN PLACE SETTINGS	Above Kitchen Storage
	53	COMPUTER SOFTWARE	System-Specific
	54	COMPUTER SYSTEM - POWERLINK	Melody's Office
	55	INTERNET SATELLITE	Main Building
	56	SUPPLY CABINET	UPS Room
MACHINERY & EQUIPMENT
	57	CLEAN BURN	Dismantle Shop
	58	STORAGE RACKS	Buildings
	59	RACKING	Buildings
	60	WAREHOUSE FORKLIFT	Main Building
	61	HEYSTER FORKLIFT	Backup Shop
	62	LIFT (2)	Dismantle Shop & Backup Shop
	63	DISMANTLING TABLE	Dismantle Shop
	64	YARD TRUCK	Yard
	65	CAR DOLLY	Dismantle Shop
	66	JOHN DEERE LOADER	Warehouse
	67	GORILLA RACKS	Buildings
	68	RAND RACKS	Above Kitchen Storage
	69	BACKUP GENERATOR	Main Building
	70	AIR COMPRESSOR (2)	Dismantle Shop & Back up Shop
	71	TIRE MACHINE	Main Building
	72	PRESSURE WASHER	Main Building
	73	LOCKERS	Main Building
	74	FITNESS EQUIPMENT	Main Building
	75	LAWN EQUIPMENT	Main Building
	76	SECURITY SAFE	Melody's Office

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EXHIBIT B-1

SELLER’S MASTER BILL OF SALE

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned, Inside Auto Parts, Inc., a Virginia corporation ("SELLER"), hereby assigns, conveys and transfers over unto FFLO-Inside Auto Parts, Inc. ("BUYER"), all of its right, title and interest, in and to the assets described on Exhibit A. attached hereto (the “Purchased Assets”) .

THE PURCHASED ASSETS ARE BEING SOLD "AS-IS, WHERE-IS" WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be executed as of the 1st day of December  2020.

Inside Auto Parts, Inc.

/s/ Anderson Jackson

BY: Anderson Jackson, Jr., President

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