10-Q

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

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022

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 Website, 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 ☒

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:  24,841,900 shares as of September 30, 2022.

ITEM 1.  FINANCIAL STATEMENTS	2
Notes to Condensed Consolidated Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	10
ITEM 4. CONTROLS AND PROCEDURES	10
PART II – OTHER INFORMATION	11
ITEM 1. LEGAL PROCEEDINGS	11
ITEM 1A. RISK FACTOR	11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4. MINE SAFETY DISCLOSURE	11
ITEM 5. OTHER INFORMATION	11
PART II. OTHER INFORMATION	11
ITEM 6. EXHIBITS.	12
SIGNATURES	12

ITEM 1.  FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated  Balance Sheets
		September 30,2022	December 31,2021
		(Unaudited)	(Audited)
	ASSETS
Current Assets
	Cash and cash equivalents	$41,868	$10,212
	Trade Receivables - current	215,484	104,721
	Rounding off the decimals - error	(2)	(2)
	Inventories	6,568	2,525,484
TOTAL CURRENT ASSETS		263,918	2,640,415
Fixed Assets
	Land and Building, without depreciation	772,413	1,712,413
	Less: Allowance for Depreciation	(195,029)	(195,029)
TOTAL FIXED ASSETS		577,384	1,517,384
Other Assets
	Delivery Trucks, before depreciation allowance	2,500	3,500
	Allowance for Depreciation	(2,500)	(3,500)
	Improvements in progress	10,697	10,697
	Equipment and Delivery Trucks, before depreciation allowance	31,712	35,000
	Allowance for Depreciation	(15,475)	(17,080)
TOTAL OTHER ASSETS		26,934	28,617
	TOTAL  ASSETS	$868,235	$4,186,416
	LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)
Current Liabilities
	Accounts Payable	9,344	23,709
	Notes Payable	10,402	958,755
	Notes Payable - Related Parties	10,142	1,989
TOTAL CURRENT LIABILITIES		29,887	984,453
Long Term Liabilities
	Incredible Bank - Revolving Line of Credit - $350,000	319,319	335,801
	PPP1	-	41,675
	EIDL	499,900	146,300
	PayPal Advance	37,539	48,236
	Incredible Bank	855,817	860,559
TOTAL LONG TERM LIABILITIES		1,712,576	1,432,571
Total Liabilities		1,742,464	2,417,024
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
	Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,221,000 shares issued and outstanding as of December 31, 2019; 26,221,000 and 26,221,000 issued as on Dec. 31, 2021 and 2020 respectively	2,620	2,620
	Additional Paid in capital	129,033	131,033
Subscription received - pending acceptance			-
	Current year Profit (Loss)	(2,641,620)	543,898
	(Accumulated Deficit) / Net worth, brought forward	834,803	290,905
	(Accumulated Deficit)  / Net worth
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)		(1,675,163)	968,457
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		$868,235	$4,186,416
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
		Nine Months Ended September 30,		Three Months Ended September 30,
		2022	2021	2022	2021
REVENUES
	REVENUES	$185,650	$616,806	$56,929	$187,904
TOTAL REVENUES		185,650	616,806	56,929	$187,904
COST OF GOODS SOLD		170,675	293,835	49,645	68,398
GROSS PROFIT		14,975	322,971	7,284	119,506
GENERAL AND ADMINISTRATIVE EXPENSES
	Administrative expenses	109,426	158,113	31,724	52,295
	Professional fees	56,280	35,046	9,076	10,753
	Selling expenses	21,952	63,440	530	21,769
	Financial expenses	49,951	62,490	1,369	34,711
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		237,610	319,089	42,699	119,528
PROFIT (LOSS) FROM OPERATIONS		(222,634)	3,882	(35,415)	(22)
OTHER (EXPENSE)  INCOME		(2,418,986)	1,381	74,562	-
Other Income - Additional Inventory Recovered		-	346,282	-	-
NET INCOME (LOSS)		(2,641,620)	351,545	39,147	(108,469)
BASIC EARNING PER SHARE		(0.101)	0.013	0.001	(0.000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		26,221,000	26,221,000	26,221,000	26,221,000
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
			Nine Months Ended September 30,
			2022	2021
CASH FLOW FROM OPERATING ACTIVITIES
	Net (Loss) / Profit		$(2,641,620)	$351,546
	Adjustments to reconcile net income to net cash provided by operating activities:
	Loss on disposal of fixed assets		339
	Loan written off PPP 1		(41,675)	-
	Adjustment of additional paid in capital		(2,000)	-
	Increase (Decrease) due to inventory adjustment 2020		-	(946)
	Assets of IAP		940,000
	Inventory		2,525,484
	Notes payable IAP		(937,666)
	Changes in operating assets and liabilities :
	(Decrease) in Trades Payable		(14,365)	6,667
	(Increase) Decrease in Inventory		(6,568)	(401,285)
	(Increase) / Decrease in Trade Receivables		(110,763)	2,885
	Advance related parties		-	7,368
		NET CASH (USED IN) BY OPERATING ACTIVITIES	(288,834)	(33,765)
CASH FLOW FROM INVESTING ACTIVITIES
	Proceeds from disposal of fixed assets		1,344	-
		NET CASH PROVIDED BY INVESTING ACTIVITIES	1,344	-
CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from notes payable - related parties		8,153	-
	Proceeds from Notes Payable		5,000	-
	Repayment of Notes Payable		(15,687)	-
	Repayment to Pay Pal Advance		(10,697)	(9,359)
	Proceeds from Loan from River Valley Bank		(21,223)	(26,271)
	Proceeds from Subscription Money		-	(25,000)
	Repayment to SBA		-	44,925
	Proceeds / (Repayment) from EIDL Loan		353,600	-
	Purchase of fixed assets		-	(1,256)
		NET CASH PROVIDED/(USED IN) BY  FINANCING ACTIVITIES	$319,146	$(16,961)
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS			31,656	(50,726)
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD			10,212	83,516
CASH AND CASH EQUIVALENTS AT THE END OF  PERIOD			$41,868	$32,790
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Stockholders' Equity
					ADDITIONAL			TOTAL
	COMMON STOCK		PREFERRED STOCK		PAID-IN	SUBSCRIPTION	RETAINED	STOCKHOLDERS'
	SHARES	AMOUNT	SHARES	AMOUNT	CAPITAL	RECEIVED	EARNINGS	EQUITY
			Series -A
Balance as of January 1, 2022	26,221,000	$2,620	10,000	$1	$131,033	$-	$834,803	$968,457
Shares Cancelled	(1,379,100)	-	-	-	-		-	$-
Net loss for the period	-	-	-	-	-	-	(2,602,289)	$(2,602,289)
Balance as of March 31, 2022	24,841,900	$2,620	10,000	$1	$131,033	$-	$(1,767,486)	$(1,633,832)
Net loss for the period	-	-	-	-	-	-	$(78,478)	$(78,478)
Balance as of June 30, 2022	24,841,900	$2,620	10,000	$1	$131,033	$-	$(1,845,964)	$(1,712,310)
Additional Paid in Capital	-	$-	-	$-	$(2,000)	$-		$(2,000)
Net Profit for the period							$39,147	$39,147
Balance as of September 30,2022	24,841,900	$2,620	10,000	1	$129,033	$-	$(1,806,817)	$(1,675,163)
Balance as of January 1, 2021	24,841,900	$2,622	10,000	$1	$131,033	$25,500	$289,960	$449,116
Subscription Received / (Returned)	-	-	-	-	-	(25,000)	-	$(25,000)
Net Income for the period	-	-	-	-	-		48,708	$48,708
Balance as of  March 31, 2021	24,841,900	$2,622	10,000	$1	$131,033	$500	$338,668	$472,824
Net Income for the period	-	$-		$-	$-	$-	$411,307	$411,307
Balance as of June 30, 2021	24,841,900	$2,622	10,000	$1	$131,033	$500	$749,975	$884,131
Net Loss for the period	-	$-	0	$-	$-	$-	$(108,469)	$(108,469)
Balance as of September 30,2021	24,841,900	$2,622	10,000	$1	$131,033	$500	$641,506	$775,662
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

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Free Flow, Inc.

Notes to Condensed Consolidated Financial Statement

September 30, 2022

(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 September 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended, September 30, 2022 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, 2021 filed with the SEC on April 15, 2022.

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 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 brokers, distributors 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.

The Company has prepared a Private Placement Memorandum offering under rule 506 (c) of Regulation D to raise $19.5 million with a minimum of $2,600,000 to pay off all interest-bearing debts and have enough minimum working capital to grow its used auto parts business. The Company intends to become a Shariah Compliant publicly traded entity. The offering memorandum can be viewed on http://www.freeflowplc.com/offering/

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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. The management hopes that upon the funds being raised through the offering made through the above-mentioned Private Placement Memorandum that it will begin the process to expand its scrap metal processing activities.

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.

NOTE 4 – RELATED PARTY

As of December 31, 2021, the Company had a note payable in the amount of $1,989 to Redfield Holdings, Ltd. a related party. During the nine months ended the Company borrowed an additional $8,153 thus owing a total sum of $10,142 as of September 30, 2022. The note is unsecured and does not bear any interest and has a maturity date has been extended to December 30, 2022.

NOTE 5 – CAPITAL STOCK

The Company has a 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. 

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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. In June 2022 the Company cancelled 1,379,100 shares that were returned to by the a few respective shareholders; as they were not used for the purpose they were issued for, i.e., these shareholders failed to provide consideration for which these shares were issued.

NOTE 6 – SUBSEQUENT EVENTS

On August 3, 2022 the Company entered into a Master Purchase Agreement with a company in Sharjah, United Arab Emirates who have agreed to purchase approximately 50 container of scrap metal for the next 12 months. Three shipments against this agreement have already been executed. Due to severe torrential floods in Pakistan and Indian the customer has requested to slow down the shipments, however, there is no change in the overall contact. The total value of the contract is approximately $1,000,000.

The Company concluded another Master Purchase Agreement dated August 12, 2022 whereby a bonafide international trading company based out of London, U.K. has agreed to purchase 45,000 MT of Heavy Melting Scrap ISRI 202  (80/20) ½  and  ISRI 211 shredded steel. The transaction entails payment via sight letters of credit issued by first class international banks. The Company is trying to secure lines of credit for purchase of material. The value of the contract is approximately $14 million. Supply Order has been received and negotiations with prospective vendors is at an active stage.

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

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL 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.

The Company liquidated most of its inventory as scrap metal due to the fact that cash resources available were not enough to purchase new inventory. Without fresh new inventory the sales of auxiliary parts, that were in hand, was negligible. This is due to the fact that the prices of end-of-life and wrecked automobiles has increased to more than double the previous prices. Accordingly, keeping in view the present market conditions the management felt that it would take a pause in building used auto parts’ inventory, according to a fresh review of the situation, the management is of the opinion that  until and unless a sum of $1,000,000 to $2,000,000 has been mobilized for the used auto parts business.

Progress has been reported in Note 6 under “subsequent events” as above.

The Company through its subsidiaries, namely, Accurate Auto Parts, Inc. and Motor & Metals, Inc. has made a sale of $185,650 of Automobile Parts, Services and Processed Scrap. The Company continues seeking additional sales both in the domestic and international markets.

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 is waiting to see success in its offering under the Private Placement Memorandum.

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.

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RESULTS OF OPERATIONS

The existing cash resources were thus diverted to trading activities in Scrap Metal business. Eight containers have been exported since January 2022 with a target to export 4 to 5 containers per month. This requires less investment and once the targeted shipments are achieved, the company will be able to make enough profits and eliminate the deficit from operations.

The Company did recognize revenue for a sum of $185,650during the nine months ended September 30, 2022 and $616,806 of revenues during the nine month ended September 30, 2021. While the net revenues for the period ended September 30, 2022 were lower by $431,156 than for the same period during 2021 and the Cost of Goods Sold was less by $123,160 during the period ended September 30, 2022 as compared to the same period during 2021. This 42 % decrease in cost of goods sold was due to decrease in automobile activities and decline in other overheads.  The general and administrative expenses for the period ended September 30, 2022 were $109,426 as compared to $158,113 for the same period during 2021. During the period of 2022 the Company purchased less vehicles as compared to the same period and in the business of scrap metals due to which operation of the Company reduced which leads into decrease in Administrative expenses.

During the nine months ended September 30, 2022 the company recognized a gross profit of $14,975 as compared to $322,971for the corresponding period in the year 2021, this decrease of $307,996 in Gross profit equates to approximately 95% as compared to the nine months ended September 30, 2021.

During the nine month ended September 30, 2022 the company recognized a net operating loss of $222,634 as compared to operating profit of $1,381 for the corresponding period in the year 2021, this operating loss of $224,015 is due to the fact that the sales was decreased by $431,156 and the fixed professional and financial expenses were significantly high thus yielding a low margin of profit.  

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, 2021, 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 September 30, 2022 the Company had total current assets of $ 263,918 consisting of $41,868 in cash and cash equivalents and $215,484 in trade receivables, and $6,568 in inventory. As on September 30, 2021 the Company has a total current assets of $2,412,684 consisting of $32,790 in cash and cash equivalents and $199,784 in trade receivables, and $2,180,109 in inventory at cost.

EQUITY LINE OF CREDIT

The Company has obtained an equity line of credit from Incredible Bank, additionally personally guaranteed by the CEO, Mr. Sabir Saleem against which, a sum of $319,319 was drawn as on September 30, 2022. The line of credit is being used for operating expenses, primarily for purchase of inventory.

OTHER LOANS

As of September 30, 2022 the Company had an outstanding loan from PayPal in the amount of $37,539 and received a loan under Economic Injury Disaster Loan (EIDL) in the amount of $353,600.

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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 $185,650 for the nine months ended September 30, 2022.

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.

11

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

None.

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

12

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:  November 14, 2022	By:	/s/ Sabir Saleem
	Sabir Saleem, Chief Executive Officer,
	Chief Financial and Accounting Officer

13

EX-31.1

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; November 14, 2022

/s/ Sabir Saleem
Sabir Saleem
Chief Executive Officer

EX-31.2

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: November 14, 2022

/s/ Sabir Saleem
Sabir Saleem
Chief Financial Officer and Principal Accounting Officer

EX-32.1

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: November 14, 2022 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.

EX-32.2

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: Nov. 14, 2022	By: /s/ Sabir Saleem
	Sabir Saleem
	Chief Financial 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.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2022 shares
Details
Registrant CIK	0001543652
Fiscal Year End	--12-31
Registrant Name	Free Flow Inc.
SEC Form	10-Q
Period End date	Sep. 30, 2022
Tax Identification Number (TIN)	45-3838831
Number of common stock shares outstanding	24,841,900
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Entity File Number	000-54868
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6269 Caledon Road
Entity Address, City or Town	King George
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22485
City Area Code	703
Local Phone Number	789-3344
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Transition Report	false

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 41,868	$ 10,212
Trade Receivables - current	215,484	104,721
Rounding off the decimals - error	(2)	(2)
Inventories	6,568	2,525,484
TOTAL CURRENT ASSETS	263,918	2,640,415
Fixed Assets
Land and Building, without depreciation	772,413	1,712,413
Less: Allowance for Depreciation	(195,029)	(195,029)
TOTAL FIXED ASSETS	577,384	1,517,384
Other Assets
Delivery Trucks, before depreciation allowance	2,500	3,500
Allowance for Depreciation	(2,500)	(3,500)
Improvements in progress	10,697	10,697
Equipment and Delivery Trucks, before depreciation allowance	31,712	35,000
Allowance for Depreciation	(15,475)	(17,080)
TOTAL OTHER ASSETS	26,934	28,617
TOTAL ASSETS	868,235	4,186,416
Current Liabilities
Accounts Payable	9,344	23,709
Notes Payable	10,402	958,755
Notes Payable - Related Parties	10,142	1,989
TOTAL CURRENT LIABILITIES	29,887	984,453
Long Term Liabilities
Incredible Bank - Revolving Line of Credit - $350,000	319,319	335,801
PPP 1	0	41,675
EIDL	499,900	146,300
PayPal Advance	37,539	48,236
Incredible Bank	855,817	860,559
TOTAL LONG TERM LIABILITIES	1,712,576	1,432,571
Total Liabilities	1,742,464	2,417,024
Stockholders' Equity Attributable to Parent
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,221,000 shares issued and outstanding as of December 31, 2019; 26,221,000 and 26,221,000 issued as on Dec. 31, 2021 and 2020 respectively	2,620	2,620
Additional Paid in capital	129,033	131,033
Subscription received - pending acceptance		0
Current year Profit (Loss)	(2,641,620)	543,898
(Accumulated Deficit) / Net worth, brought forward	834,803	290,905
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	(1,675,163)	968,457
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	868,235	4,186,416
Series B Preferred Stock
Stockholders' Equity Attributable to Parent
Redeemable Preferred Stock	330,000	330,000
Series C Preferred Stock
Stockholders' Equity Attributable to Parent
Redeemable Preferred Stock	470,935	470,935
Preferred Class A
Stockholders' Equity Attributable to Parent
Preferred Stock Value	$ 1	$ 1

XML

Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	26,221,000	26,221,000
Common Stock, Shares, Outstanding		26,221,000
Series B Preferred Stock
Redeemable Preferred Stock, Shares Authorized	500,000	500,000
Redeemable Preferred Stock, Shares Issued	330,000	0
Redeemable Preferred Stock, Shares Outstanding	330,000	0
Series C Preferred Stock
Redeemable Preferred Stock, Shares Authorized	500,000	500,000
Redeemable Preferred Stock, Shares Issued	470,935	0
Redeemable Preferred Stock, Shares Outstanding	470,935	0
Preferred Class A
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	10,000	10,000

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUES
REVENUES	$ 56,929	$ 187,904	$ 185,650	$ 616,806
TOTAL REVENUES	56,929	187,904	185,650	616,806
COST OF GOODS SOLD	49,645	68,398	170,675	293,835
GROSS PROFIT	7,284	119,506	14,975	322,971
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative expenses	31,724	52,295	109,426	158,113
Professional fees	9,076	10,753	56,280	35,046
Selling expenses	530	21,769	21,952	63,440
Financial expenses	1,369	34,711	49,951	62,490
TOTAL GENERAL & ADMINISTRATIVE EXPENSES	42,699	119,528	237,610	319,089
PROFIT (LOSS) FROM OPERATIONS	(35,415)	(22)	(222,634)	3,882
OTHER (EXPENSE) INCOME	74,562	0	(2,418,986)	1,381
Other Income - Additional Inventory Recovered	0	0	0	346,282
NET INCOME (LOSS)	$ 39,147	$ (108,469)	$ (2,641,620)	$ 351,545
BASIC EARNING PER SHARE	$ 0.001	$ (0.000)	$ (0.101)	$ 0.013
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	26,221,000	26,221,000	26,221,000	26,221,000

XML

Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Subscription Received	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 2,622	$ 1	$ 131,033	$ 25,500	$ 289,960	$ 449,116
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	24,841,900	10,000
Proceeds from Subscription Money	$ 0	$ 0	0	(25,000)	0	(25,000)
NET PROFIT (LOSS)	0	0	0		48,708	48,708
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021	$ 2,622	$ 1	131,033	500	338,668	472,824
Shares, Outstanding, Ending Balance at Mar. 31, 2021	24,841,900	10,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 2,622	$ 1	131,033	25,500	289,960	449,116
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	24,841,900	10,000
Proceeds from Subscription Money						(25,000)
NET PROFIT (LOSS)						351,545
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 2,622	$ 1	131,033	500	641,506	775,662
Shares, Outstanding, Ending Balance at Sep. 30, 2021	24,841,900	10,000
Adjustment of additional paid in capital						0
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021	$ 2,622	$ 1	131,033	500	338,668	472,824
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	24,841,900	10,000
NET PROFIT (LOSS)	$ 0	$ 0	0	0	411,307	411,307
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021	$ 2,622	$ 1	131,033	500	749,975	884,131
Shares, Outstanding, Ending Balance at Jun. 30, 2021	24,841,900	10,000
NET PROFIT (LOSS)	$ 0	$ 0	0	0	(108,469)	(108,469)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 2,622	$ 1	131,033	500	641,506	775,662
Shares, Outstanding, Ending Balance at Sep. 30, 2021	24,841,900	10,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 2,620	$ 1	131,033	0	834,803	968,457
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	26,221,000	10,000
Shares Cancelled	$ 0	$ 0	0		0	0
Shares Cancelled	(1,379,100)
NET PROFIT (LOSS)	$ 0	0	0	0	(2,602,289)	(2,602,289)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 2,620	$ 1	131,033	0	(1,767,486)	(1,633,832)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	24,841,900	10,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 2,620	$ 1	131,033	0	834,803	968,457
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	26,221,000	10,000
Proceeds from Subscription Money						0
NET PROFIT (LOSS)						(2,641,620)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 2,620	$ 1	129,033	0	(1,806,817)	(1,675,163)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	24,841,900	10,000
Adjustment of additional paid in capital						(2,000)
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2022	$ 2,620	$ 1	131,033	0	(1,767,486)	(1,633,832)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	24,841,900	10,000
NET PROFIT (LOSS)	$ 0	$ 0	0	0	(78,478)	(78,478)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022	$ 2,620	$ 1	131,033	0	(1,845,964)	(1,712,310)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	24,841,900	10,000
NET PROFIT (LOSS)					39,147	39,147
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 2,620	$ 1	129,033	0	$ (1,806,817)	(1,675,163)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	24,841,900	10,000
Adjustment of additional paid in capital	$ 0	$ 0	$ (2,000)	$ 0		$ (2,000)

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Net Cash Provided by (Used in) Operating Activities
Net Loss	$ (2,641,620)	$ 351,546
Adjustments to reconcile net income to net cash provided by operating activities
Loss on disposal of fixed assets	339
Loan written off PPP 1	(41,675)	0
Adjustment of additional paid in capital	(2,000)	0
Increase (Decrease) due to inventory adjustment 2020	0	(946)
Assets of IAP	940,000
Inventory	2,525,484
Notes payable IAP	(937,666)
Changes in operating assets and liabilities
(Decrease) in Trades Payable	(14,365)	6,667
(Increase) Decrease in Inventory	(6,568)	(401,285)
(Increase) / Decrease in Trade Receivables	(110,763)	2,885
Advance related parties	0	7,368
Net Cash Provided by (Used in) Operating Activities	(288,834)	(33,765)
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from disposal of fixed assets	1,344	0
NET CASH PROVIDED BY INVESTING ACTIVITIES	1,344	0
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties	8,153	0
Proceeds from Notes Payable	5,000	0
Repayment of Notes Payable	(15,687)	0
Repayment to Pay Pal Advance	(10,697)	(9,359)
Proceeds from Loan from River Valley Bank	(21,223)	(26,271)
Proceeds from Subscription Money	0	(25,000)
Repayment to SBA	0	44,925
Proceeds / (Repayment) from EIDL Loan	353,600	0
Purchase of fixed assets	0	(1,256)
NET CASH PROVIDED/(USED IN) BY FINANCING ACTIVITIES	319,146	(16,961)
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS	31,656	(50,726)
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD	10,212	83,516
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD	$ 41,868	$ 32,790

XML

NOTE 1 - BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

Notes

NOTE 1 - BASIS OF PRESENTATION

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 September 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended, September 30, 2022 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, 2021 filed with the SEC on April 15, 2022.

XML

NOTE 2 - GOING CONCERN

9 Months Ended

Sep. 30, 2022

Notes

NOTE 2 - GOING CONCERN

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 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 brokers, distributors 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.

The Company has prepared a Private Placement Memorandum offering under rule 506 (c) of Regulation D to raise $19.5 million with a minimum of $2,600,000 to pay off all interest-bearing debts and have enough minimum working capital to grow its used auto parts business. The Company intends to become a Shariah Compliant publicly traded entity. The offering memorandum can be viewed on http://www.freeflowplc.com/offering/

XML

NOTE 3 - INCORPORATION OF SUBSIDIARY

9 Months Ended

Sep. 30, 2022

Notes

NOTE 3 - INCORPORATION OF SUBSIDIARY

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. The management hopes that upon the funds being raised through the offering made through the above-mentioned Private Placement Memorandum that it will begin the process to expand its scrap metal processing activities.

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.

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NOTE 4 - RELATED PARTY

9 Months Ended

Sep. 30, 2022

Notes

NOTE 4 - RELATED PARTY

NOTE 4 – RELATED PARTY

As of December 31, 2021, the Company had a note payable in the amount of $1,989 to Redfield Holdings, Ltd. a related party. During the nine months ended the Company borrowed an additional $8,153 thus owing a total sum of $10,142 as of September 30, 2022. The note is unsecured and does not bear any interest and has a maturity date has been extended to December 30, 2022.

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NOTE 5 - CAPITAL STOCK

9 Months Ended

Sep. 30, 2022

Notes

NOTE 5 - CAPITAL STOCK

NOTE 5 – CAPITAL STOCK

The Company has a 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. In June 2022 the Company cancelled 1,379,100 shares that were returned to by the a few respective shareholders; as they were not used for the purpose they were issued for, i.e., these shareholders failed to provide consideration for which these shares were issued.

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NOTE 6 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Notes

NOTE 6 - SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

On August 3, 2022 the Company entered into a Master Purchase Agreement with a company in Sharjah, United Arab Emirates who have agreed to purchase approximately 50 container of scrap metal for the next 12 months. Three shipments against this agreement have already been executed. Due to severe torrential floods in Pakistan and Indian the customer has requested to slow down the shipments, however, there is no change in the overall contact. The total value of the contract is approximately $1,000,000.

The Company concluded another Master Purchase Agreement dated August 12, 2022 whereby a bonafide international trading company based out of London, U.K. has agreed to purchase 45,000 MT of Heavy Melting Scrap ISRI 202  (80/20) ½  and  ISRI 211 shredded steel. The transaction entails payment via sight letters of credit issued by first class international banks. The Company is trying to secure lines of credit for purchase of material. The value of the contract is approximately $14 million. Supply Order has been received and negotiations with prospective vendors is at an active stage.

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NOTE 3 - INCORPORATION OF SUBSIDIARY (Details)	1 Months Ended
	Feb. 28, 2015 USD ($)
Promedaff, Inc.
Payments to Acquire Businesses, Gross	$ 2,000,000

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NOTE 4 - RELATED PARTY (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Notes Payable - Related Parties	$ 10,142	$ 1,989
Redfield Holdings Ltd
Notes Payable - Related Parties	$ 10,142	$ 1,989
Debt Instrument, Maturity Date	Dec. 30, 2022

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NOTE 5 - CAPITAL STOCK (Details) - USD ($)			1 Months Ended
	Apr. 02, 2019	Dec. 31, 2014	Mar. 31, 2015	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2017
Common Stock, Shares Authorized				100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Proceeds from issuance of restricted shares	$ 14,490.00
Restricted common stock issued	21,000
Common Stock, Shares, Issued				26,221,000	26,221,000
Redfield Holdings Ltd
Preferred Stock, Voting Rights			Each share of preferred shares – Series “A” carries voting right equal to 10,000 common shares
Convertible Notes Payable | Redfield Holdings Ltd
Amount Subscribed By Related Party Against Cancellation Of Note			$ 58,000
GS Pharmaceuticals, Inc.
Principal amount of note outstanding		$ 330,000
Preferred Class A
Preferred Stock, Shares Authorized				20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Series B Preferred Stock
Redeemable Preferred Stock, Shares Authorized				500,000	500,000
Redeemable Preferred Stock, Shares Issued				330,000	0	330,000
Redeemable Preferred Stock, Shares Outstanding				330,000	0	330,000
Redeemable Preferred Stock				$ 330,000	$ 330,000
Series B Preferred Stock | GS Pharmaceuticals, Inc.
Preferred shares issued upon conversion of debt		330,000
Series A Preferred Stock
Redeemable Preferred Stock, Shares Issued						10,000
Redeemable Preferred Stock, Shares Outstanding						10,000
Series C Preferred Stock
Redeemable Preferred Stock, Shares Authorized				500,000	500,000
Redeemable Preferred Stock, Shares Issued				470,935	0
Redeemable Preferred Stock, Shares Outstanding				470,935	0
Redeemable Preferred Stock				$ 470,935	$ 470,935