Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Details | ||
Registrant CIK | 0001543652 | |
Fiscal Year End | --12-31 | |
Registrant Name | Free Flow Inc. | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2021 | |
Tax Identification Number (TIN) | 45-3838831 | |
Number of common stock shares outstanding | 26,221,000 | |
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 | |
Document Transition Report | false | |
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 | |
Entity Address, Address Description | Address of Principal Executive Offices | |
City Area Code | 703 | |
Local Phone Number | 789-3344 | |
Phone Fax Number Description | Registrant’s Telephone Number | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Current Assets | |||
Cash in hand and bank | $ 60,324 | $ 83,516 | $ 10,141 |
Trade Receivables - current | 141,506 | 202,669 | 77,563 |
Other Receivables | 34,149 | 0 | 8,850 |
Rounding off decimal error | (2) | ||
Advance for Inventory Purchases | 40,929 | 0 | 28,000 |
Deposit for Sales' leads | 20,000 | 0 | 20,000 |
Inventory | 1,839,095 | 1,778,824 | 840,156 |
TOTAL CURRENT ASSETS | 2,136,003 | 2,065,008 | 984,711 |
Fixed Assets | |||
Land and Building | 1,712,413 | 1,712,413 | 776,704 |
Less: Accumulated depreciation | (144,813) | (144,813) | (90,230) |
TOTAL FIXED ASSETS | 1,567,600 | 1,567,600 | 686,474 |
Other Assets | |||
Delivery Trucks, at cost | 3,500 | 3,500 | 3,500 |
Less: Accumulated depreciation | (3,298) | (3,298) | (2,895) |
Improvements in progress | 9,341 | 9,441 | |
Furniture | 0 | 0 | 100 |
Equipment | 36,356 | 35,000 | 35,000 |
Accumulated depreciation | (15,064) | (15,064) | (11,032) |
TOTAL OTHER ASSETS | 30,834 | 29,578 | 24,673 |
TOTAL ASSETS | 3,734,437 | 3,662,186 | 1,695,858 |
Current Liabilities | |||
Accounts Payable | 10,967 | 9,829 | 11,677 |
PayPal | 0 | 60,206 | |
Notes payable | 937,666 | 940,000 | |
Notes payable - related parties | 10,118 | 1,689 | 10,343 |
TOTAL CURRENT LIABILITIES | 958,751 | 951,518 | 82,226 |
Long Term Liabilities | |||
Loan - secured | 1,092,158 | 1,047,231 | 885,520 |
PayPal Advance | 60,269 | 62,943 | |
Line of Credit | 349,500 | 349,500 | 328,012 |
TOTAL LONG TERM LIABILLITIES | 1,501,927 | 1,459,675 | 1,213,532 |
Total Liabilities | 2,460,678 | 2,411,193 | 1,295,758 |
Stockholders' Equity Attributable to Parent | |||
Common Stock, ($0.0001 par value 100,000,000 shares authorized 26,200,000 shares issued and outstanding as of March 31, 2020 and December 31, 2016 | 2,622 | 2,620 | 2,622 |
Additional paid-in capital | 131,033 | 131,033 | 131,033 |
Subscription received - pending acceptance | 500 | 25,500 | |
Current Period - Profit | 48,708 | 850,610 | 25,214 |
(Accumulated Deficit) Surplus Reserve | 289,960 | (559,705) | (559,705) |
TOTAL STOCKHOLDERS' EQUITY (DIFICIT) | 472,824 | (57,688) | (400,835) |
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT) | 3,734,437 | 3,662,186 | 1,695,858 |
Series B Preferred Stock | |||
Redeemable Preferred Stock | |||
Redeemable Preferred Stock | 330,000 | 330,000 | 330,000 |
Series C Preferred Stock | |||
Redeemable Preferred Stock | |||
Redeemable Preferred Stock | 470,935 | 470,935 | 470,935 |
Preferred Class A | |||
Stockholders' Equity Attributable to Parent | |||
Preferred Stock Value | $ 1 | $ 1 | $ 1 |
Balance Sheet - Parenthetical
Balance Sheet - Parenthetical | Dec. 31, 2020$ / sharesshares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 |
Common Stock, Shares, Issued | 26,200,000 |
Common Stock, Shares, Outstanding | 26,200,000 |
Series B Preferred Stock | |
Redeemable Preferred Stock, Shares Authorized | 500,000 |
Redeemable Preferred Stock, Shares Issued | 0 |
Redeemable Preferred Stock, Shares Outstanding | 0 |
Series C Preferred Stock | |
Redeemable Preferred Stock, Shares Authorized | 500,000 |
Redeemable Preferred Stock, Shares Issued | 0 |
Redeemable Preferred Stock, Shares Outstanding | 0 |
Preferred Class A | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 |
Preferred Stock, Shares Issued | 10,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
REVENUES | |||
Sales | $ 216,440 | $ 116,379 | $ 411,694 |
TOTAL REVENUES | 216,440 | 116,379 | 411,694 |
COST OF GOODS SOLD | 73,540 | 33,622 | 173,177 |
GROSS PROFIT | 142,900 | 82,757 | 238,517 |
GENERAL AND ADMINISTRATIVE EXPENSES | |||
General & Administrative Expenses | 95,092 | 121,112 | 393,254 |
OTHER INCOME (EXPENSES) | 901 | 63,569 | 1,005,347 |
Net Operating Profit (Loss) | 47,808 | (38,355) | (154,737) |
Net Profit (Loss) | $ 48,708 | $ 25,214 | $ 850,610 |
BASIS INCOME (LOSS) PER SHARE | $ 0.002 | $ (0.01) | $ 0.03 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 26,221,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - 3 months ended Mar. 31, 2021 - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2020 | $ 2,622 | $ 1 | $ 145,481 | $ 353,914 | $ (57,688) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 26,221,000 | 10,000 | |||
Additional subscription | $ 0 | ||||
Net Profit (Loss) | 48,708 | 48,708 | |||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 26,221,000 | 10,000 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2021 | $ 2,622 | $ 1 | $ 145,481 | $ 402,622 | $ 472,824 |
Statements of Cash Flow
Statements of Cash Flow - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Profit (Loss) | $ 48,708 | $ 25,214 |
(Increase) in Other Assets | (1,256) | |
Increase in Trades Payable | (30,723) | 29,520 |
(Increase) Advance for Inventory Purchases | (30,779) | |
(Increase) Trade Receivables | 3,097 | (20,000) |
(Increase) Decrease in Inventory | (60,271) | (63,568) |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (40,445) | (59,614) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from Line of Credit | 17,000 | |
Proceeds from Pay Pal Advance | (2,674) | 49,349 |
Proceeds from Loan from River Valley Bank | 44,927 | (3,820) |
Proceeds from Subscription Money | (25,000) | |
Rounding off the decimals - error | (1) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 17,252 | 62,529 |
NET INCREASE (DECREASE) IN CASH | (23,193) | 2,915 |
CASH AT BEGINNING PERIOD | 83,516 | 7,226 |
CASH AT END PERIOD | $ 60,324 | $ 10,141 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31. 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 8, 2021. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
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 sufficient to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business. In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained capital from commercial lines of credits and significant shareholders sufficient to meet its minimal operating expense and is continuing to expand its cash flow from sales and is able to augment the operating capital needs. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans as, in most of the businesses, market circumstances could change. The impact of COVID19 has been quite significant due to less automobiles being on the road thereby reducing the rate of wear and tear which otherwise necessitates replacement of automobile parts. 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 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 SUBSI
NOTE 3 - INCORPORATION OF SUBSIDIARY | 3 Months Ended |
Mar. 31, 2021 | |
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 has been changed to Motors & Metals, Inc. In August 2018 Motors & Metals, Inc. received firm expression of interest from an overseas buyer willing to place long term purchase orders to buy 3,000 to 5,000 MT of Processed Scrap Metal. For over eight (8) months, the management scouted around to find a seller but learnt that no scrap metal processor was willing to entertain the business due to their loyalty agreements they have with their Buyer(s). Ultimately, the management decided to set up its own Scrap Metal Processing facility at the company owned 20 acre facility in King George, Virginia After getting the Zoning re-validated, the application was approved by the State of Virginia in early 2020. Thus Motors & Metals, Inc. has a valid license to operate as a Recycling Facility – Scrap Metal Processor. Concurrently, the management began preparation of feasibility study and conclude to purchase the machinery and equipment from the Chinese manufacturer who has a presence in the USA. A Sales Order/Proforma Invoice has been received but do to an embargo by the Chinese Government not to finance any such trade for USA, the proposal is moving slow which alternate financing arrangements are still being sought. The Management is also in discussion with a USA manufacturer to facilitate financing even though the prices are higher than the Chinese. The cost of the project is estimated at $7,000,000 with an EBITDA of 20% p.a. As reported in 10Qs for the earlier quarters, as well as in 10-K for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name of JK Sales, Corp. (on December 7, 2017 the name was changed to Accurate Auto Parts, Inc.,) and 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. the objectives of acquiring real estate property, which plan did not materialize. However, Accurate Investments, Inc. continues to pursue other investment opportunities that could add revenues to the Company. On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership but the entity remained inactive due to lack of qualified personnel. The company has entered in to an arrangement with a qualified person and has made an application to the DMV, State of Virginia for a dealer’s license. Bond was obtained and submitted to the DMV. On December 22, 2020 the company through another subsidiary named FFLO – Inside Auto Parts, Inc. acquired the assets and business of an auto recycling entity located on a 16 acre facility in Mineral, Virginia. |
NOTE 4 - RELATED PARTY
NOTE 4 - RELATED PARTY | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 4 - RELATED PARTY | NOTE 4 – RELATED PARTY As of December 31, 2019, the Company had a note payable in the amount of $10,343 to Redfield Holdings, Ltd. a related party. During the nine months ended the Company reduced the borrowing by $225 thus owing a total sum of $10,118 as of September 30, 2020. The note is unsecured and does not bear any interest and has a maturity date of December 30, 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
NOTE 5 - CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 5 - CAPITAL STOCK | 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 $0.0001 per shares. On August 5, 2020 the company filed the following Amendment to the Capital Stock: The amount of the total Common Stock of the corporation is Hundred Million (100,000,000) shares of Common Stock, par value ($.0001) per shares. The total amount of Preferred Stock of the corporation is Twenty Million (20,000,000) shares, par value ($.0001) per share. The preferences being that there will be various series of Preferred Share, such preferences are more specifically defined as under along with the number of shares allocated to each series: Series “A”: Number of shares allocated are Ten Thousand (10,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “A” will carry voting rights equal to Ten Thousand (10,000) shares of Common Shares; thus the voting rights attributed to all of these 10,000 shares would be equal to One Hundred Million common shares. Series “B”: Number of shares allocated are Five Hundred Thousand (500,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “B” will carry voting rights equal to one share of Common Shares; and are redeemable with 365 days’ notice. Series “C”: Number of shares allocated are Five Hundred Thousand (500,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “C” will carry voting rights equal to one share of Common Shares and could be used to assign corresponding capital in to any subsidiary of Free Flow, Inc. with a view to extend comfort to any lender. Such shares are redeemable upon such lender authorizing the redemption of capital in the respective subsidiary company. Series “D”: Number of shares allocated are Fifteen Million (15,000,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “D” will carry voting rights equal to one share of Common Shares This series of shares could be issued against subscription of any amount as the board of directors and/or majority of the shareholders approve. Series “D” shares could be converted in to common shares as approved by the majority shareholders. Series “E”: Number of shares allocated are Three Million Nine Hundred Ninety Thousand (3,990,000) – par value $.0001 per share; one share of this class of Preferred Stock Series “E” will carry voting rights equal to one share of Common Shares This series of shares could be issued against subscription in cash or kind including but not limited to subscription directly into capital account of any subsidiary for any amount as the board of directors and/or majority of the shareholders approve. Series “E” shareholders could be entitled to a specifically defined profit sharing in a specific project or transaction(s). Series E shares could be redeemable and/or converted in to common shares as agreed between the subscriber(s) and approved by the majority shareholders and/or by the Board of Directors of the Company. The amendment effected herein was authorized by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon at a meeting of the shareholders pursuant to Section 242 of the General Corporation Law of the State of Delaware Pursuant to the resolution of the shareholders meeting held on March 30, 2015 the Company designated 500,000 shares of the preferred authorized shares as preferred shares – Series “B” shares. The preferred shares – Series “B” were assigned the following preferences: a) b) c) d) e) 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 On August 17, 2020 the Company completed its Private Placement Memorandum to raise $19.5 million with no minimum, against issuance of 15,000,000 Series “D” shares at a price of $1.30 per share. The memorandum can be accessed on Company’s website, i.e., www.FreeFlowPLC.com |
NOTE 6 - SUBSEQUENT EVENTS
NOTE 6 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Notes | |
NOTE 6 - SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENT None that is reportable. |
NOTE 3 - INCORPORATION OF SUB_2
NOTE 3 - INCORPORATION OF SUBSIDIARY (Details) | 1 Months Ended |
Feb. 28, 2015USD ($) | |
Promedaff, Inc. | |
Payments to Acquire Businesses, Gross | $ 2,000,000 |
NOTE 4 - RELATED PARTY (Details
NOTE 4 - RELATED PARTY (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Details | |||
Notes payable - related parties | $ 10,118 | $ 1,689 | $ 10,343 |
Debt Instrument, Maturity Date | Dec. 30, 2020 |
NOTE 5 - CAPITAL STOCK (Details
NOTE 5 - CAPITAL STOCK (Details) - USD ($) | Apr. 02, 2019 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2021 | Dec. 31, 2020 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Proceeds from issuance of restricted shares | $ 14,490 | ||||
Restricted common stock issued | 21,000 | ||||
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 | |||
Preferred Stock, Shares Issued | 10,000 | 10,000 | |||
Preferred Stock, Shares Outstanding | 10,000 | ||||
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 B Preferred Stock | GS Pharmaceuticals, Inc. | |||||
Preferred shares issued upon conversion of debt | 330,000 |