UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 22, 2015
FREE FLOW, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-54868 45-3838831
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
2301 WOODLAND CROSSING DRIVE, SUITE #155
HERNDON, VA 20171
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(Address of Principal Executive Offices) (Zip Code)
(703) 789-3344
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS
ITEM 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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PLS CPA, A Professional Corp.,("PLS"), the independent registered public
accounting firm for Free Flow, Inc. ("the Company") resigned on May 22, 2015,
and was concurrently accepted by the Company's Board of Directors.
The resignation of the Company's auditors and the action to engage new auditors
was approved by the Board of Directors. No audit committee exists, other than
the members of the Board of Directors.
PLS's reports on the Company's financial statements for the fiscal years ended
December 31, 2014 and 2013 did not contain an adverse opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting practices.
PLS's report on the Company's financial statements for the fiscal years ended
December 31, 2014 and 2013 contained an explanatory paragraph indicating that
there was a substantial doubt as to the Company's ability to continue as a going
concern. In relation to the audit of the financial statements, PLS informed the
Company of its observations of a material weakness in internal control over
financial reporting.
The Company and PLS have not, during PLS's audit of the financial statements for
the fiscal years ended December 31, 2014 and 2013 or through the date of this
8-K, had any disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PLS, would have caused PLS
to make reference to the subject matter in its reports for such years; and there
were no "reportable events" as the term is described in Item 304(a)(1)(v) of
Regulation S-K
The Company has provided PLS with a copy of the above disclosures and has
requested PLS furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not PLS agrees with the statements made
by the Company in response to Item 304(a) of Regulation S-K and, if not, stating
the respects in which it does not agree. A copy of such letter dated June 8,
2015 is filed as exhibit 16.1 to this Current Report on Form 8-K.
On June 2, 2015, the Board of Directors of the Company approved the engagement
of new auditors, Paritz & Company, P.A. ("Paritz") to be the Company's new
independent registered public accountant.
During the Company's two most recent fiscal years and any subsequent interim
period prior to Paritz engagement as the Company's new independent registered
public accounting firm, the Company did not consult with Paritz regarding either
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or
a reportable event as such term is described in Item 304(a)(1)(v) of Regulation
S-K.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) EXHIBITS. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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16.1 Letter of PLS CPA, A Professional Corp., dated June 8, 2015
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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, hereunto duly authorized.
FREE FLOW, INC.
By: /s/ Sabir Saleem
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Sabir Saleem,
Chief Executive Officer
and Chief Financial Officer
Date: June 9, 2015
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