Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Details | ||
Registrant CIK | 0001543652 | |
Fiscal Year End | --12-31 | |
Registrant Name | Free Flow Inc. | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2023 | |
Tax Identification Number (TIN) | 45-3838831 | |
Number of common stock shares outstanding | 25,876,900 | |
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 | |
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 | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 7,517 | $ 17,274 |
Trade Receivables - current | 94,591 | 94,641 |
Refund due from IRS - ERTC | 66,461 | 77,643 |
Rounding off the decimals - error | (2) | (2) |
Inter-company | 0 | 0 |
Inventories | 0 | 890 |
TOTAL CURRENT ASSETS | 168,567 | 190,446 |
Fixed Assets | ||
Land and Building, without depreciation | 772,413 | 772,413 |
Less: Allowance for Depreciation | (241,228) | (241,228) |
TOTAL FIXED ASSETS | 531,185 | 531,185 |
Other Assets | ||
Delivery Trucks, before depreciation allowance | 2,500 | 2,500 |
Allowance for Depreciation | (2,500) | (2,500) |
Improvements in progress | 11,697 | 10,697 |
Equipment and Delivery Trucks, before depreciation allowance | 31,712 | 31,712 |
Allowance for Depreciation | (31,712) | (31,712) |
TOTAL OTHER ASSETS | 11,697 | 10,697 |
TOTAL ASSETS | 711,448 | 732,328 |
Current Liabilities | ||
Accounts Payable | 56,747 | 1,647 |
Notes Payable | 2,500 | 10,402 |
Notes Payable - Related Parties | 9,634 | 9,634 |
TOTAL CURRENT LIABILLITIES | 68,881 | 21,683 |
Long Term Liabilities | ||
Incredible Bank - Revolving Line of Credit - $350,000 | 319,319 | 319,319 |
PPP1 | 0 | 0 |
EIDL | 499,900 | 499,900 |
PayPal Advance | 29,517 | 33,528 |
Incredible Bank | 847,817 | 851,817 |
TOTAL LONG TERM LIABILLITIES | 1,696,554 | 1,704,564 |
Total Liabilities | 1,765,435 | 1,726,247 |
Equity, Attributable to Parent | ||
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 26,200,000 shares issued and outstanding as of December 31, 2018 26,221,000 and 26,200,000 issued as on Dec. 31, 2019 and 2018 respectively | 2,620 | 2,620 |
Additional Paid in capital | 140,033 | 129,033 |
Subscription received - pending acceptance | 0 | 0 |
Current year Profit (Loss) | (71,066) | (2,761,312) |
(Accumulated Deficit) / Net worth, brought forward | (1,926,509) | 834,803 |
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) | (1,854,922) | (1,794,855) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 711,448 | 732,327 |
Series B Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 330,000 | 330,000 |
Series C Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 470,935 | 470,935 |
Preferred Class A | ||
Equity, Attributable to Parent | ||
Preferred Stock Value | $ 1 | $ 1 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 26,200,000 |
Common Stock, Shares, Outstanding | 26,221,000 | 26,200,000 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUES | ||||
REVENUES | $ 0 | $ 56,929 | $ 4,032 | $ 185,650 |
TOTAL REVENUES | 0 | 56,929 | 4,032 | 185,650 |
COST OF GOODS SOLD | 1,868 | 49,645 | 15,571 | 170,675 |
GROSS PROFIT | (1,868) | 7,284 | (11,539) | 14,975 |
GENERAL AND ADMINISTRATIVE EXPENSES | ||||
Administrative expenses | 11,372 | 31,724 | 37,449 | 109,426 |
Professional fees | 5,467 | 9,076 | 20,179 | 56,280 |
Selling expenses | 5,556 | 530 | 5,879 | 21,952 |
Financial expenses | 29,611 | 1,369 | 30,314 | 49,951 |
TOTAL GENERAL & ADMINISTRATIVE EXPENSES | 52,006 | 42,699 | 93,822 | 237,609 |
OTHER (EXPENSE) INCOME | 248 | 74,562 | 34,295 | (2,418,986) |
PROFIT (LOSS) FROM OPERATIONS | (53,874) | (35,415) | (105,361) | (222,634) |
Other Income - Additional Inventory Recovered | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (53,626) | $ 39,147 | $ (71,066) | $ (2,641,620) |
BASIC EARNING PER SHARE | $ (0.002) | $ 0.001 | $ (0.003) | $ (0.101) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 25,876,900 | 26,221,000 | 25,876,900 | 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 |
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 | ||||
NET PROFIT (LOSS) | $ 0 | $ 0 | 0 | 0 | (2,602,289) | (2,602,289) |
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 | ||||
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 | ||||
NET PROFIT (LOSS) | (2,641,620) | |||||
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 | |||||
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) |
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) | $ 0 | $ 0 | 0 | 0 | 39,147 | 39,147 |
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 | 0 | (2,000) |
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022 | $ 2,620 | $ 1 | 129,033 | 0 | (1,926,509) | (1,794,855) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 26,221,000 | 10,000 | ||||
Shares Cancelled | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Shares Cancelled | (1,379,100) | |||||
NET PROFIT (LOSS) | $ 0 | 0 | 0 | 0 | (19,429) | (19,429) |
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023 | $ 2,620 | $ 1 | 129,033 | 0 | (1,767,486) | (1,814,284) |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 24,841,900 | 10,000 | ||||
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022 | $ 2,620 | $ 1 | 129,033 | 0 | (1,926,509) | (1,794,855) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 26,221,000 | 10,000 | ||||
NET PROFIT (LOSS) | (71,066) | |||||
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023 | $ 2,620 | $ 1 | 140,033 | 0 | (1,819,123) | (1,854,921) |
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 25,876,900 | 10,000 | ||||
Adjustment of additional paid in capital | 0 | |||||
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2023 | $ 2,620 | $ 1 | 129,033 | 0 | (1,767,486) | (1,814,284) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 24,841,900 | 10,000 | ||||
NET PROFIT (LOSS) | $ 0 | $ 0 | 0 | 0 | 1,989 | 1,989 |
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023 | $ 2,620 | $ 1 | 140,033 | 0 | (1,765,497) | (1,801,295) |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 25,876,900 | 10,000 | ||||
Shares Issued | $ 0 | $ 0 | 11,000 | 0 | 0 | 11,000 |
Stock Issued During Period, Value, New Issues | 1,035,000 | |||||
NET PROFIT (LOSS) | 0 | 0 | 0 | 0 | (53,626) | (53,626) |
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023 | $ 2,620 | $ 1 | $ 140,033 | $ 0 | $ (1,819,123) | $ (1,854,921) |
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 25,876,900 | 10,000 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Loss | $ (71,066) | $ (2,641,620) |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Loss on disposal of fixed assets | 0 | 339 |
Loan written off PPP 1 | 0 | (41,675) |
PNC Clover Note written off | (10,402) | 0 |
Inventory written off | 890 | 0 |
Adjustment of additional paid in capital | 0 | (2,000) |
Assets of IAP | 0 | 940,000 |
Inventory | 0 | 2,525,484 |
Notes payable IAP | 0 | (937,666) |
Changes in operating assets and liabilities | ||
Increase /(Decrease) in Trades Payable | 55,100 | (14,365) |
Refund Income Tax | 11,182 | 0 |
(Increase) Decrease in Inventory | 0 | (6,568) |
(Increase) / Decrease in Trade Receivables | 50 | (110,763) |
Net Cash Provided by (Used in) Operating Activities | (14,246) | (288,834) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Payment for improvement in progress | (1,000) | 0 |
Proceeds from disposal of fixed assets | 0 | 1,344 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (1,000) | 1,344 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable - related parties | 0 | 8,153 |
Proceeds from Notes Payable | 2,500 | 5,000 |
Repayment of Notes Payable | 0 | (15,687) |
Repayment to Pay Pal Advance | (4,011) | (10,697) |
Repayment of loan Incredible Bank | (4,000) | (21,223) |
Proceeds from Subscription Money | 11,000 | 0 |
Proceeds / (Repayment) from EIDL Loan | 0 | 353,600 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,489 | 319,146 |
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS | (9,757) | 31,656 |
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD | 17,274 | 10,212 |
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | $ 7,517 | $ 41,868 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Free Flow, Inc. (the "Company") was incorporated on October 28, 2011 under the laws of State of Delaware to enter the green energy industry. It began with the idea of developing swimming pool solar pump system. The solar energy business became very volatile due to constant decline in prices of solar panels. The Company could not conclude any business in the solar energy sector. In February 2016 the Company formed a subsidiary namely JK Sales, Corp. (name changed to “Accurate Auto Sales, Inc.”) and began the business of selling used auto parts. Accurate Auto Sales, Inc., at a 19+ acre facility that it now owns, in King George, VA, buys end of life and wrecked automobiles from Insurance Auctions and disassembles the same to parts. After the dis-assembly these parts are labelled and stored at its warehouse, the inventory is uploaded and sold through a very sophisticated internet network. The primary customers are auto body and mechanic shops. Accurate Auto Parts, Inc. is in pause mode until it formulates new business policy. In December 2020 the Company acquired the Assets of Inside Auto Parts, Inc. incorporated in 1993, which is centrally located between Richmond, Charlottesville, and Fredericksburg, Virginia with easy access to main transport routs. The salvage dealership, specializing in used foreign car and truck parts has been acquired by Free Flow, Inc. subsidiary named “FFLO - Inside Auto Parts, Inc.” and has 21,953.9 square feet fully enclosed and another 17,392.35 square feet under roof enclosed on 3 sides, all located on 16 acres of land in Mineral, Virginia then owned by FFLO. After over a year the assets were resold to the seller. The primary reason not to continue was the Company’s inability to get financing to pay off acquisition debt. Subsequent to receipt, by another subsidiary of FFLO – namely Motors & Metals, Inc., of an LOI from an overseas buyer the Company planned to set up a “Scrap Metal Processing” plant and sought funding for equipment. A contract for purchase of equipment was intended to be executed with a Chinese equipment manufacturer, but due to Covid 19 pandemic the transaction came to a halt. Also, the Government of China put an embargo to finance US projects. However, Motors & Metals, Inc., diversified its efforts and began in physical trading of scrap metal and continues to do so. On February 15, 2023, the Company signed a $2,100,000 contract to sell the 19+ acre facility along with licenses. The transaction was due for closing on July 10, 2023 but did not close due to failure of the prospective buyer to get financing approved. The company thus decided to restart its operation with a new business plan that is focused on connecting “the sellers with the buyers” of used, end of life and wrecked automobiles through ON-LINE auction. The company’s wholly owned subsidiary namely City Autos, Corp. (duly licensed as a Used Auto and Truck Dealership) is in the processing of setting up an on-line auto auction platform. Execution of a contract has been finalized with a provider of software as a service (SAAS) while the facility has been prepared to receive on consignment basis automobiles from Auto Dealers, Towing Companies and Charity Organizations for auction. We have prepared the accompanying Unaudited Condensed Consolidated Financial Statements pursuant to the U.S Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. Theses Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of the management, all material adjustments necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. Results for the interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or a full year. Theses interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10 – K for the year ended December 31,2022filed with SEC on April 17, 2023 (“2022 Form10-K”). |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Notes | |
NOTE 2 - GOING CONCERN | NOTE 2 GOING CONCERN Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are marginally sufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had incurred cumulative net losses of $1,854,922 since its inception thus requires greater sales for its contemplated operational and marketing activities to take place. The Company's ability to increase additional sales through the future is unknown. The obtainment of additional sales, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. Based on the depreciated book value of the property amounting to $531,185, the management is of the opinion that the present value of the property is close to $2,900,000. Thus there is an asset value of an approximate amount of $2,000,000+ that is not reflected in the financials of the company. |
NOTE 3 - INCORPORATION OF SUBSI
NOTE 3 - INCORPORATION OF SUBSIDIARY | 9 Months Ended |
Sep. 30, 2023 | |
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. Two names i.e., “Accurate Management and Accurate Healing” has been registered as d/b/a for Accurate Investments, Inc. as this subsidiary is making endeavors to act as Management Service Organization to healthcare providers. The CEO of the Company has extensive experience in the medical industry. On January 4, 2017 the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership and has finally commenced operations. Free Flow Auto Auction, an on-line auto auction platform has been launched as www.FreeFlowAutoAuction.com 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. These assets through an amicable settlement, were resold to the seller in January 2022 due to reason that company failed to obtain to financing to redeem the promissory note given to the Seller. The name of this entity has been changed to Free Flow Auto Auction, Inc. and is capable to provide management services to City Autos, Corp. and Accurate Auto Parts, Inc. |
NOTE 4 - RELATED PARTY
NOTE 4 - RELATED PARTY | 9 Months Ended |
Sep. 30, 2023 | |
Notes | |
NOTE 4 - RELATED PARTY | NOTE 4 – RELATED PARTY As of December 31, 2022, the Company had a note payable in the amount of $9,989 to Redfield Holdings, Ltd. a related party. During the nine months ended September 30, 2023 there was no change in the amount owed. The note is unsecured and does not bear any interest and has a maturity date of December 30, 2023. Redfield Holdings Ltd. is 100% owned by the CEO. |
NOTE 5 - CAPITAL STOCK
NOTE 5 - CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2023 | |
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 in accordance to a Private Placement Memorandum which has already been launched year. The offering can be viewed at the company’s website under tab “Investors” > “investor’s deck”. 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 $1.30 per share. The memorandum can be accessed on Company’s website, i.e., www.FreeFlowPLC.com. |
NOTE 6 - SUBSEQUENT EVENTS
NOTE 6 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Notes | |
NOTE 6 - SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENT Free Flow Auto Auction, Inc. has begun its operations. Chief Operating Officer to run the auction platform has not yet been appointed. A couple of prospects have been interviewed but the final selection is still awaited. As soon as the right candidate is on board, then several automobile dealerships have been lined up to get inventory to being the auction. |
NOTE 3 - INCORPORATION OF SUB_2
NOTE 3 - INCORPORATION OF SUBSIDIARY (Details) | 1 Months Ended |
Feb. 28, 2015 USD ($) | |
Promedaff, Inc. | |
Payments to Acquire Businesses, Gross | $ 2,000,000 |
NOTE 4 - RELATED PARTY (Details
NOTE 4 - RELATED PARTY (Details) | Dec. 31, 2022 USD ($) |
Redfield Holdings Ltd | |
Notes Payable, Related Parties | $ 9,989 |
NOTE 5 - CAPITAL STOCK (Details
NOTE 5 - CAPITAL STOCK (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Apr. 02, 2019 | Dec. 31, 2014 | Mar. 31, 2015 | Sep. 30, 2023 | Dec. 31, 2022 | 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 | 26,200,000 | ||||
Description of Private Placement Memorandum | 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 | |||||
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 Issued | 330,000 | 0 | 330,000 | |||
Redeemable Preferred Stock, Shares Outstanding | 330,000 | 0 | 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 |