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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 20182019

Commission file number 000-54868

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

Delaware
(State or other jurisdiction of incorporation or organization)
13800 Coppermine Road, First Floor
Herndon, VA 20171
(Address of Principal Executive Offices)
Delaware
45-3838831
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6269 Caledon Road, King George, VA
22485
(Address of principal executive offices)(Zip Code)

(703) 789-3344
(Registrant’s Telephone Number)telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading Symbol(s)Name of exchange on which registered
Common
FFLO
OTC
Check
Indicate by check mark whether the issuerregistrant (1) filedhas fled all reports required to be filedfled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to filef le such reports), and (2) has been subject to such filingfling requirements for the lastpast 90 days. YES [X] NO [   ]Yes ☒  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 [   ]Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer,fler, an accelerated filer,fler, a non-accelerated filer, orfler, a smaller reporting company, or an emerging growth company. See the definitionsdefnitions of "large“large accelerated filer, "accelerated filer," "non-accelerated filer,"f ler,” “accelerated fler,” “smaller reporting company,” and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.

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

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. ☐

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

StateAPPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has fled all documents and reports required to be fled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confrmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of common equity,stock, as of the latest practicable date:  26,200,000date. 26,221,000 shares as of November 15, 2018.8, 2019.


TABLE OF CONTENTS
 
 
Page
PART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements (Unaudited)3
  
Condensed Balance Sheets - September 30, 2018 (Unaudited)
and December 31, 2017 (Audited)3
Condensed Statements of Operations - 
Nine and three months ended September 30, 2018 and 2017 (Unaudited)4
Condensed Statements of Cash Flows -
Nine months ended  September 30, 2018 and 2017 (Unaudited)5
Notes to Financial Statements6
Item 2. Management's Discussion and Analysis or Plan of Operations89
  
Item 3. Quantitative and Qualitative  Disclosures About Market Risks910
  
Item 4. Controls and Procedures1011
  
PART II - OTHER INFORMATION 
  
Item 1. Legal Proceedings11
  
Item 1A. Risk Factor11
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds11
  
Item 3. Defaults Upon Senior Securities11
  
Item 4. Mine Safety Disclosures11
  
Item 5. Other Information1112
  
Item 6. Exhibits1112
 
2

ITEM 1. FINANCIAL STATEMENTS

Free Flow, Inc.
Condensed Balance Sheets

  As of  As of 
  September 30, 2018  December 31, 2017 
  (Unaudited)  (Audited) 
ASSETS      
       
CURRENT ASSETS      
Cash in hand and bank $3,861  $5,354 
Advances for Inventory Purchases      1,906 
Advance for Purchase of Property  25,000   - 
Advance towards Purchase of Property  20,152   - 
Prepaid Expenses  2,393   - 
Accounts Receivable - Trade  5,863   - 
Inventory  429,902   177,871 
TOTAL CURRENT ASSETS  487,172   185,131 
         
OTHER ASSETS        
Automobiles - Delivery Trucks  3,500   3,500 
Equipment  35,000   - 
TOTAL OTHER ASSETS  38,500   3,500 
         
TOTAL ASSETS $525,672  $188,631 
         
LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)        
         
Current Liabilities        
Accounts Payable $7,448  $21,140 
Customer Deposits against Sales  400   - 
Notes payable - related parties      176,417 
TOTAL CURRENT LIABILITES  7,848   197,557 
         
LONG-TERM LIABILITES        
Redfield Holdings Ltd. /  Sabir Saleem  535,210   - 
TOTAL LONG-TERM LIABILITIES  535,210   - 
         
Total Liabilities  543,059   197,557 
         
Redeemable Preferred Stock        
Series B; 500,000 shares authorized, 330,000 ad 0 issued and outstanding        
as of March 31, 2017 (Classified as Mezzanine equity)  330,000   330,000 
         
Stockholders' (Deficit)        
Preferred stock ($0.0001) par value, 20,000,000 shares authorized;        
10,000 shares par value $0.0001 Class A issued on September 30, 2018 and December 31, 2017  1   1 
Additional Paid in capital        
Common Stock, ($0.0001 par value 100,000,000 shares authorized;        
26,200,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017  2,620   2,620 
Additional paid-in capital  114,546   114,545 
Current Period - Profit (Loss)  (8,611)  - 
Accumulated Deficit  (455,943)  (456,092)
         
TOTAL  STOCKHOLDERS' EQUITY (DIFICIT)  (347,387)  (338,926)
         
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $525,672  $188,631 


  As of  As of 
  September 30,  December 31, 
  2019  2018 

 (Un-audited)  (Audited) 
ASSETS
      
       
Current Assets      
Cash $11,733  $19,115 
Trade Receivables - current  43,072   7,723 
Trade Receivables - old  -
   573 
Advances for Business Development  15,423   -
 
Prepaid Expenses  15,923   -
 
Advances for Inventory Purchases  -
   18,963 
Intercompany  5,483   -
 
Inventory  775,724   571,260 
TOTAL CURRENT ASSETS  867,359   617,634 
         
Fixed Assets        
Land and Building, at cost  776,704   772,513 
Less: Accumulated depreciaton  (30,901)  (30,901)
Writtendown value  745,803   741,612 
TOTAL FIXED ASSETS  745,803   741,612 
         
Other Assets        
Delivery Turcks at cost  3,500   3,500 
Less: Accumulated depreciaton  (2,492)  (2,492)
Writtendown value  1,008   1,008 
Equipment and Delivery Trucks, after depreciation allowance  35,100   35,000 
Less: Accumulated depreciaton  (7,000)  (7,000)
Writtendown value  28,100   28,000 
TOTAL OTHER ASSETS  29,108   29,008 
         
TOTAL ASSETS $1,642,270  $1,388,254 
         
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current Liabilities        
Accounts Payable $27,865  $7,468 
Notes Payable - Related Parties  10,118   380 
TOTAL CURRENT LIABILITIES  37,983   7,848 
         
Long Term Liabilities        
Equity Line of Credit  275,000     
Loan - secured  892,733   900,100 
TOTAL LONG TERM LIABILITIES  1,167,733   900,100 
         
Total Liabilities  1,205,716   907,948 
         
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 
Subscription - pending agreement  2,000   -
 
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        
26,200,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018  2,622   2,620 
Additional Paid in capital  129,033   114,546 
Current Perod P & L Account  (60,041)  -
 
Accumulated Deficit  (437,996)  (437,796)
TOTAL STOCKHOLDERS' DEFICIT  (366,381)  (320,629)
         
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $1,642,270  $1,388,254 




The accompanying notes are an integral part of these financial statements


3

Free Flow, Inc.
Condensed Consolidated Statements of OperationOperations
(Unaudited)


 Nine months ended September 30  Three months ended September 30  Nine months ended September 30  Three months ended September 30 
 2018  2017  2018  2017  2019  2018  2019  2018 
REVENUES                        
Sales $117,648  $317,651  $117,648  $80,937  $255,310  $117,648  $107,741  $38,048 
            
COST OF GOODS SOLD  75,492   179,609   75,492   112,837   72,311   75,492   3,028   48,215 
                            
GROSS PROFIT  42,156.08   138,042   42,156   (31,900) 182,998  42,156.08  104,712.50  (10,167)
                            
General & Administrative Expenses  93,085   150,183   93,085   (3,899)  255,936   93,085   72,128   62,462 
            
Total Expenses  93,085   150,183   (50,929.31)  (28,000.30)  255,936   93,085   72,128.36   62,462.00 
                            
Profit (Loss) before provision of income taxes  (50,929)  (12,140)  (50,929)  (3,899) (72,938) (50,929) 32,584  (72,630)
                            
Other Income: Inventory recovered upon shredding process  42,318       42,318      12,897  42,318     - 
                            
Income tax provision  -   -       -   -   -         
                            
NET PROFIT (LOSS) $(8,611) $(12,140) $(8,611) $(3,899) $(60,041) $(8,611) $32,584  $(72,630)
                            
BASIS INCOME (LOSS) PER SHARE $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) 0.00  $(0.00)
                            
WEIGHTED AVERAGEL NUMBER OF COMMON SHARES OUTSTANDING  26,200,000   26,200,000   26,200,000   26,200,000 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING  26,221,000   26,200,000   26,221,000   26,200,000 




The accompanying notes are an integral part of these financial statements

4

Free Flow, Inc.
Statement of  Changes in Shareholders' (Deficit)


  Common     Preferred     Additional       
  Stock     Stock     Paid-In  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
        Series - A
             
                      
Balance, January 1, 2019  26,200,000  $2,620   10,000  $
1  $114,545  $(437,796) $(437,796)
                             
Loss for the nine months ended
  September 30, 2019
  21,000   2           14,448   (60,141)  (60,141)
                             
BALANCE, JUNE 30, 2019  26,221,000  $2,622   10,000  $
1  $128,993  $(497,937) $(497,937)




The accompanying notes are an integral part of these financial statements

5

Free Flow, Inc.
Condensed Consolidated  Statements of Cash Flows


  Nine months ended September 30, 
  2019  2018 
CASH FLOW FROM OPERATING ACTIVITIES      
Net Profit (Loss) $(60,041) $(8,611)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities        
(Increase) decrease in inventory  (204,464)  (252,031)
(Increase) decrease  Prepaid expenses  (12,383)  (45,639)
Increase (decrease) Accounts payable  30,135   (13,692)
(Increase) in Fixed Assets - Delivery Trucks  -
   (35,000)
(Increase) in Accounts Receivable Trade  (40,259)  (5,863)
Advance against Sales related parties  -
   400 
Decrease in Accumulated Deficit  -
   150 
NET CASH USED IN OPERATING ACTIVITIES  (287,012)  (360,286)
         
CASH FLOW FROM FINANCING ACTIVITIES        
Increase in Loan from Bank - Line of Credit  275,000   -
 
(Decrease) in Loan from Bank - Principal  (7,367)  -
 
(Increase) in Fixed Assets  (4,291)  -
 
Proceeds from sales of shares  16,288   -
 
Proceeds from relied party notes  -
   358,793 
NET CASH PROVIDED BY FINANCING ACIVITIES  279,630   358,793 
         
NET INCREASE IN CASH  (7,382)  (1,493)
         
CASH AT BEGINNING OF PERIOD  19,115   5,354 
         
CASH AT END OF PERIOD $11,733  $3,861 




The accompanying notes are an integral part of these financial statements

46

Free Flow, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)


  Nine months ended September 30, 
  2018  2017 
CASH FLOW FROM OPERATING ACTIVITIES      
Net Profit (Loss) $(8,611) $(12,140)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities        
(Increase) decrease in inventory  (252,031)  14,224 
(Increase) decrease Prepaid expenses  (487)  48,600 
(Increase) decrease Prepaid expenses  (25,000)  - 
(Increase) decrease Prepaid expenses  (20,152)  - 
Increase (decrease) Accounts payable  (13,692)  (42,548)
(Increase) in Fixed Assets - Delivery Trucks  (35,000)  - 
(Increase) in sales of impaired inventory  -   (15,155)
(Increase) in Accounts Receivable Trade  (5,863)  (10,927)
Advance against Sales related parties  400   17,100 
Decrease in Accumulated Deficit  150   - 
NET CASH USED IN OPERATING ACTIVITIES  (360,286)  (846)
         
CASH FLOW FROM FINANCING ACTIVITIES        
Proceeds from relied party notes  358,793   12,289 
NET CASH PROVIDED BY FINANCING ACIVITIES  358,793   12,289 
         
NET INCREASE IN CASH  (1,493)  11,443 
         
CASH AT BEGINNING OF PERIOD  5,354   3,718 
         
CASH AT END OF PERIOD $3,861  $15,161 
The accompanying notes are an integral part of these financial statements

5


Free Flow, Inc.
Notes to Condensed Consolidated Financial Statements
September 30, 20872019
(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,, 2018 2019 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30,, 2018 2019 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, 20172018 filed with the SEC on April 2, 2018. 29, 2019.

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 sufficient to cover its operating costs and allow it to continue as a going concern. However, thethe 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 obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management is obtaininghas obtained capital from managementcommercial lines of credits and significant shareholders sufficient 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.plans as, in most of the businesses,  market circumstances could change.

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 secured  purchase orders to attain profitable operations.reaching is targeted sales level. 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 has been changed to Motors & Metals, Inc. and has remained inactive but is in good standing. Motors & Metals, Inc. operates as a separate entity to conduct business in refurbishing automotive engines and selling metals recovered from Accurate Auto Parts, Inc.’s facility, and has an independent profit center. The company has continued its research on the related subjects and expects to activate this line of business once it is adequately funded.

67

As reported in 10Qs10-Qs for the earlier quarters, as well as in 10-K for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name of JK Sales, Corp. (on December 7, 2017 the name was changed to Accurate Auto Parts, Inc.,) and has since remained in the business of buying end of life and salvage vehicles and selling auto parts.

NOTE 4 – RELATED PARTY

As of December 31, 2017,2018, the Company had a note payable in the amount of $176,417$380 to Redfield Holdings, Ltd. a related party. During the nine months ended the Company borrowed an additional sum of $358,793$9,738 thus owing a total sum of $535,210$10,118 as of September 30, 2018.2019. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2019. During the nine months ended the Company paid off a sum of $11,100 to St. Gabriel Foundation, Inc. a related party, the note did not bear any interest. During the nine months ended the Company also paid off an advance payment against sales amounting to $ 17,100 from related party, thus the total liability as advance against sales amounts to $400.00.2020

Redfield Holdings Ltd. is 100% owned by the CEO, Mr. Sabir Saleem. St. Gabriel Foundation has also been incorporated by Mr. Sabir Saleem as a not-for-profit entity which has not yet constituted its functional board of directors/trustees. It is expected that St. Gabriel Foundation will soon define its mission and may become an arm to mobilize end of life automobiles to sell them to Accurate Auto Parts, Inc. and use the proceeds for charitable purposes.

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

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 September 30, 2019 stood at 26,221,000

NOTE 6 – SUBSEQUENT EVENTS

On October 26, 201823, 2019 the Company, singly and jointly with its CEO, Mr. Sabir Saleem, executed,received zoning verification form the King George, Department of Community Development verifying the fact that it is permissible to continue use the location (facility) as co-signers, a guarantee on behalf ofscrap metal processor. Thus, the Company has made application through its subsidiary, namely Accurate Auto Parts,Motors & Metals, Inc. against a term loam, to Accurate Auto Parts, Inc. by River Valley Bank, Minnesota in the amount of $900,100.00. The 19+ acre property in King George, VA from whereDMV for the license to operate as such. As soon as the license is received, the Company operateswill begin its auto parts businesspreparation to further organize and increase its scrap metal processing for exports. A letter of intent has been purchased.received from a bonafide customer to purchase 3,000 metric tons of scrap metal from Motors & Metals, Inc.

During the nine months ended September 30, 2019 Accurate Auto Parts, Inc. also purchased additional inventory in the approximate amount of $115,000$134,000 and continues to build its inventory to increase its sales.
The Parts and Distribution Agreement entered upon between the subsidiary company, namely, Motors & Metals, Inc. and Sam International, F.Z.E,; Emirate of Ajman, UAE of May 2017 as been revalidated and the first shipment of (Euro) €10,800.00 is expected to take place during this month (October 2018).

78

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

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

PLAN OF OPERATION

Accurate Auto Parts, Inc. the Company’sCompany’s used auto parts subsidiary has made a sale of $117,648$255,310 of Automobile Parts and Services.Services. The Company continues seeking additional sales both in the domestic and international markets.

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $117648 $255,310 during the nine months ended September 30, 20182019 and $317,651$117,648 of revenues during the Nine monthmonth ended September 30, 2017. While the2018. The net revenues for the period ended September 30, 20182019 were lessmore by $200,003$137,661 than for the same period during 2017 but2018 and the Cost of Goods Sold was also less by $104,117$3,181 during the period ended September 30, 20182019 as compared to the same period during 2017.2018. The Gross Profit had a decrease,an increase, i.e. by $ 95,886140,842 during the period ended September 30, 20182019 as compared to the same period during 2017.2018.

During the Nine months ended ended September 30, 2018,2019, the Company incurred operational expenses of $93,085.$255,936. This compares to $150,183$93,085 for the nine months ended September 30, 2017.2018. This increase in operational expenses reflects the increase in operation staff and financial expenses that are attributed to mortgage payments for the facility.

During the nine months ended September 30, 20182019 the company recognized a net loss of $8,611.00$60,041 as compared to $12,140.00$8,611 for the corresponding period in the year 2017,2018, thus recognizing a decreasean increase of approximately 30 %7 times as compared to the nine months ended September 30, 2017.2018. The optimal utilization of staff and infrastructure that has been build up will take time to show the desired results. Staff is being trained to achieve the productivity that will result in better revenues in near future. The company made a profit of $32,584 during the third quarter of 2019 as compared to a loss of $72,630 for the same period during 2018. Thus the operating loss as reported on June 30, 3019 was reduced from $105,522 to $60,041 as of September 30, 2019.

As disclosed inWhile the 10Qbooks show an operating net loss of $60,041 the Company has increased its inventory at by $111,101 thus showing a total inventory at cost of $775,724 as on September 30, 2019 as compared to an inventory at cost for a sum of $571,260 as on December 31, 2018 and $682,361 as on June 30, 2019. While the second quarter, for confidentiality reasons and inCompany cannot predict if this inventory will be sold at the best interestlist price which approximately is three (3) times its book value cost price (it has been calculated at less than 30% of the company,selling price) but the management was waiting for the right time to disclose the factis confident that the landlord had defaulted in servicing her loan to the lending bank, and subsequently filed protection under chapter 11marked list price of the bankruptcy courtinventory is realistic with the current market conditions. The cost of sales is approximately 53% of the sales, thereby leaving an approximately 23% of the list selling price as a hidden value which was convertedequates to a chapter 7. While the company had met its obligations under the lease and had made an advance payment for the leaseminimum of the premises, but the laws in the Commonwealth of Virginia are in favor of the mortgage-holder to get a vacant possession of the premises in the event of foreclosure. The company was constantly under fear that if the property was to foreclose, (which it did) and if the lenders would not accept our offer or if any our business competitor were to make a higher offer than ours, then the company would be facing multiple challenges which would include removing several hundred vehicles and auto parts at a short notice to another properly zoned location – which is hard to find due to environmental permits.approximately over $500,000.*

Keeping this sensitive subject in mind, the management began liquidating its inventory of “automobile shells” as metal scrap, which was a three to four months process. The company virtually discontinued purchasing new inventory which obviously effected the sales for the nine months of the year 2018.
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In mid-January 2018, preliminary negotiations began with the bank that had foreclosed on the landlord whom they had made a loan of over $1.3 million for the same assets that the company had negotiated for $700,000.00.

The prime reason for decline in business was due to the above reasons. As mentioned in the Note 6 above, the situation has now been corrected and adequate inventory is on hand and continues to increase.

The inventory valuation is based on the industry standards, the management reviewed financial statements of other companies that are listed on NASDAQ and are audited by PCAOB firms like BDO. The management found that their approach was exactly same thus the inventory valuation is managements view is substantially accurate. Selling price of parts do not have too much fluctuations, in spite of this fact, the management does review their inventory price and the internal monthly reports do reflect any downward change which is subsequently reported in the quarterly reports. The Company has limited history, but the management has access to records to the previous owners’ activities which go back to over 10 years.

The tax returns for the previous years have been filed and there are no tax liabilities due to the fact that the books reflect a net loss.

The company’s administrative office is in Herndon, VA. Now that the Company owns the property the office will soon be locatedhas been relocated at 6269 Caledon Road, King George,VA 20171. The corporate address will also be changed from 13800 Coppermine Road, First Floor, Herndon, VA 20171 to the new address effective January 1, 2019.22485.

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017,2017, 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.

On September 30, 20182019 the Company had total current assets of $525,672 $1,642,270 consisting of $3,861 $11,733 in cash and $5,863$43,072 in trade receivables, and $429,902$775,724 in inventory.inventory at book value. The suggested sale price is over $1,700,000.

NEED FOR LINE OF CREDITADDITONAL CAPITAL

The Company’s need was successful in securing the loan to have cash sufficientpurchase the property. The fair market value of the property reported by the Seller (i.e., the lending institution who were in possession of the property upon foreclosure) was over $1,500,000 while it cost the company around $770,000 to meets its cash needs is fulfilled.purchase the same. The Company desires to increase its dismantling capability and storage area. Thus, the management is considering to add another 10,000 to 20,000 sq. ft. steel barn under a lease financing program to facility its growth. Upon this being achieved a greater number of automobiles could be procured for dismantling. An informal analysis has firm commitmentrevealed the fact that from River Valley Bank, Minnesota for workingthe total inventory in hand, approximately 30% is sold annually. Thus to achieve a $1,000,000 sale the inventory level should be increased to $3,000,000. On the other hand, the analysis has also revealed that cost the inventory is around 30%.

The final conclusion, thus, is to secure $1,000,000 of additional capital and to purchases the business property. See Note 6 – subsequent events. The $900,100 loanbuild inventory to achieve a $1,000,000 in sales.

Strategic planning has thus been made.begun to secure this additional funding.

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 $551,182 for the year ending December 31, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABUT MARKET RISKS

Not Applicable.

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ITEM 4. CONTROLS AND PROCEURES

Management's Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control so as to

(1)  maintain the records  in reasonable detail, which will accurately and fairly reflect the transactions and dispositions of the Company's assets;

(2) to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are  made  within the delegated authority ; and

(3) to provide reasonable assurance for the  prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on company’s financial statements.

However, the management asserts that the company does not have any accounting staff due to limited financial resources though has plans to recruit gradually.  Also, this company does not have a well written document on accounting policies and procedures, though has plans to have them shortly.  Consequently, this can result in possible errors in the presentation and disclosure of financial information in our annual, quarterly, and other filings.

The SIC Code of 1700 as showing in Edgar for this company is no longer valid, since this company is now dealing with the auto parts, as OEM Recycled Auto Parts. Segregation of duties is an important factor in Internal Control.  Though it is achieved to a certain extent, the management is committed to strengthen the internal controls effectively in the coming months.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended September 30,, 2018, 2018, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTOR

Not Applicable to Smaller Reporting Companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

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, 2019 stood at 26,221,000

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

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ITEM 5. OTHER INFORMATION

None.Not Applicable

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

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SIGNATURES

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

 Free Flow Inc.
 Registrant
  
  
Dated November 19, 201814, 2019By: /s/ Sabir Saleem 
 Sabir Saleem, Chief Executive Officer,
 Chief Financial and Accounting Officer

 

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