UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
Commission file number 000-54868
FreeFlow, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 45-3838831
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9130 Edgewood Drive
La Mesa, CA 91941
(619) 741-1006 Fax: (619)
421-2653
(Address of Principal Executive Offices, Zip Code & Telephone Number)
Karen A. Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Telephone 619 475 7882 Fax 866 352 4342
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] 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 (ss.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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of February 8, 2013, the registrant had 26,200,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2012, filed with the Securities and Exchange
Commission on February 8, 2013 (the "Form 10-K"), is solely to furnish Exhibit
101 to the Form 10-K. Exhibit 101 provides the financial statements and related
notes from the Form 10-K formatted in XBRL (Extensible Business Reporting
Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak as of the original filing date of the Form 10-K,
does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original
Form 10-K.
Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit
101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation *
3(ii) Bylaws *
31.1 Sec. 302 Certification of CEO **
31.2 Sec. 302 Certification of CFO **
32.1 Sec. 906 Certification of CEO **
32.2 Sec. 906 Certification of CFO **
101 Interactive data files pursuant to Rule 405 of Regulation S-T
----------
* Included in our S-1 filing under Commission File Number 000-54868.
** Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
October 22, 2013 FreeFlow, Inc., Registrant
By: /s/ S Douglas Henderson
-----------------------------------------------
S Douglas Henderson, President, Chief Executive
Officer, Principal Accounting Officer, and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
October 22, 2013 FreeFlow, Inc., Registrant
By: /s/ S Douglas Henderson
-----------------------------------------------
S Douglas Henderson, President, Chief Executive
Officer, Principal Accounting Officer, and
Chief Financial Officer
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