Free Flow (FFLO) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

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

Unaudited Condensed Consolidate

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

Unaudited Condensed Consolida_2

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

Unaudited Condensed Consolida_3

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	$ (0.101)	$ 0.013
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	26,221,000	26,221,000	26,221,000	26,221,000

Unaudited Condensed Consolida_4

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)

Unaudited Condensed Consolida_5

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

NOTE 1 - BASIS OF PRESENTATION

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.

NOTE 2 - GOING CONCERN

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

NOTE 3 - INCORPORATION OF SUBSI

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.

NOTE 4 - RELATED PARTY

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.

NOTE 5 - CAPITAL STOCK

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) 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 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

NOTE 6 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 6 - SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENT 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

NOTE 3 - INCORPORATION OF SUB_2

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

NOTE 4 - RELATED PARTY (Details

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

NOTE 5 - CAPITAL STOCK (Details

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
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