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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Free Flow Inc (PK) | USOTC:FFLO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.203 | 0.888 | 0.00 | 21:00:28 |
Delaware
|
45-3838831
|
|
State or other jurisdiction of incorporation or organization
|
I.R.S. Employer Identification No.
|
|
6269 Caledon Road,
King George
, VA
|
22485
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Title of each class registered
|
Name of each exchange on which registered
|
|
Not Applicable
|
Not Applicable
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
(Do not check if a smaller reporting company)
|
PART I
|
||
ITEM 1
|
Business
|
3
|
ITEM 1A
|
Risk Factors
|
5
|
ITEM 1B
|
Unresolved Staff Comments
|
9
|
ITEM 2
|
Properties
|
9
|
ITEM 3
|
Legal Proceedings
|
9
|
ITEM 4
|
Mine Safety Disclosures
|
9
|
PART II
|
||
ITEM 5
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
|
9
|
ITEM 6
|
Selected Financial Data
|
10
|
ITEM 7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
ITEM 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
12
|
ITEM 8
|
Financial Statements and Supplementary Data
|
12
|
ITEM 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
24
|
ITEM 9A
|
Controls and Procedures
|
24
|
PART III
|
||
ITEM 10
|
Directors, Executive Officers, and Corporate Governance
|
25
|
ITEM 11
|
Executive Compensation
|
26
|
ITEM 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
|
28
|
ITEM 13
|
Certain Relationships and Related Transactions, and Director Independence
|
29
|
ITEM 14
|
Principal Accounting Fees and Services
|
29
|
PART IV
|
||
ITEM 15
|
Exhibits, Financial Statement Schedules
|
29
|
SIGNATURES
|
30
|
|
a) |
Each share to carry one vote.
|
|
b) |
Each share will be redeemable with a 365-day written notice to the company.
|
|
c) |
Each share will be junior to any debt incurred by the Company.
|
|
d) |
The redemption value will be the par value at which such "preferred shares - series B" are bought by the subscriber.
|
|
e) |
Each share will carry a dividend right at par with the common shares.
|
|
a) |
Each share to carry one vote.
|
|
b) |
Each share will be redeemable upon repayment of Loan(s) made by River Valley Bank to Accurate Auto Parts, Inc.
|
|
c) |
Each share will be junior to any debt incurred by the Company.
|
|
d) |
The redemption value will be the par value at which such "preferred shares - series C" are bought by the subscriber.
|
|
e) |
Each share will carry a dividend right at par with the common shares.
|
Real Estate.
|
$
|
772,513
|
||
Title to Equipment and Delivery Trucks
|
$
|
38,500
|
||
Patents and Patent Applications.
|
None.
|
/s/ Yusufali Musaji
|
||
Managing Partner
|
||
Yusufali & Associates, LLC
|
April 19, 2019
|
|
PCAOB registration # 3313
|
As of
|
As of
|
|||||||
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
19,115
|
$
|
5,354
|
||||
Trade Receivables - current
|
7,723
|
1,906
|
||||||
Trade Receivables - old
|
573
|
|||||||
Advances for Inventory Purchases
|
18,963
|
-
|
||||||
Inventory
|
571,260
|
177,871
|
||||||
TOTAL CURRENT ASSETS
|
617,634
|
185,131
|
||||||
Fixed Assets
|
||||||||
Land and Building, at cost
|
772,513
|
-
|
||||||
Less: Accumulated depreciaton
|
(30,901
|
)
|
-
|
|||||
Writtendown value
|
741,612
|
-
|
||||||
TOTAL FIXED ASSETS
|
741,612
|
-
|
||||||
Other Assets
|
||||||||
Delivery Turcks at cost
|
3,500
|
3,500
|
||||||
Less: Accumulated depreciaton
|
(2,492
|
)
|
(1,120
|
)
|
||||
Writtendown value
|
1,008
|
2,380
|
||||||
Equipment and Delivery Trucks, after depreciation allowance
|
35,000
|
-
|
||||||
Less: Accumulated depreciaton
|
(7,000
|
)
|
-
|
|||||
Writtendown value
|
28,000
|
-
|
||||||
TOTAL OTHER ASSETS
|
29,008
|
2,380
|
||||||
TOTAL ASSETS
|
$
|
1,388,254
|
$
|
187,511
|
||||
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$
|
7,468
|
$
|
21,140
|
||||
Notes Payable - Related Parties
|
380
|
176,417
|
||||||
TOTAL CURRENT LIABILITIES
|
7,848
|
197,557
|
||||||
Long Term Liabilities
|
||||||||
Loan - secured
|
900,100
|
-
|
||||||
TOTAL LONG TERM LIABILITIES
|
900,100
|
-
|
||||||
Total Liabilities
|
907,948
|
197,557
|
||||||
Redeemable Preferred Stock
|
||||||||
Series B; 500,000 shares authorized; 330,000 and 0 issued
and outstanding as of December 31, 2018
and
2017
respectively ( Classified as Mezzanine Equity)
|
330,000
|
330,000
|
||||||
Series C; 500,000 shares authorized; 470,935 and 0 issued
and outstanding as of December 31, 2018 and 2017
respectively
(Classified as Mezzanine Equity) - As equity in Accurate
Auto Parts, Inc.
|
470,935
|
|||||||
Stockholders' Equity (Deficit)
|
||||||||
Preferred Stock
($0.0001) par value, 20,000,000 shares authorized
10,000 shares par value $0.0001 Class A issued on December 31, 2015
|
1
|
1
|
||||||
Additional Paid in capital
|
||||||||
Common stock, ($0.0001) par value, 100,000,000 shares authorized
26,200,000 shares issued and outstanding as of December 31, 2018
and December 31, 2017
|
2,620
|
2,620
|
||||||
Additional Paid in capital
|
114,546
|
114,545
|
||||||
Accumulated Deficit
|
(437,796
|
)
|
(457,212
|
)
|
||||
TOTAL STOCKHOLDERS' DEFICIT
|
(320,629
|
)
|
(340,046
|
)
|
||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
1,388,254
|
$
|
187,511
|
Year Ended
|
Year Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
REVENUES
|
||||||||
Sales
|
$
|
249,655
|
$
|
340,148
|
||||
TOTAL REVENUES
|
249,655
|
340,148
|
||||||
COST OF GOODS SOLD
|
38,958
|
217,041
|
||||||
GROSS PROFIT
|
210,696
|
123,107
|
||||||
General & Administrative Expenses
|
152,156
|
205,960
|
||||||
Depreciation Expense
|
38,573
|
1,820
|
||||||
Total General & Administrative Expenses
|
190,729
|
207,780
|
||||||
Other Expenses
|
||||||||
Provision of write-off - Inventory
|
-
|
-
|
||||||
Total Expenses
|
190,729
|
207,780
|
||||||
Net Profit (Loss)
|
$
|
19,967
|
$
|
(84,673
|
)
|
|||
NET (LOSS)
|
$
|
19,967
|
$
|
(84,673
|
)
|
|||
BASIS INCOME (LOSS) PER SHARE
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||
.
|
||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
26,200,000
|
26,200,000
|
ADDITIONAL
|
||||||||||||||||||||||||||||
COMMON STOCK
|
PREFERRED STOCK
|
PAID-IN
|
ACCUMULATED
|
|
||||||||||||||||||||||||
SHARES
|
AMOUNT
|
SHARES
|
AMOUNT
|
CAPITAL
|
DEFICIT
|
TOTAL | ||||||||||||||||||||||
Series-A
|
||||||||||||||||||||||||||||
Balance, January 1, 2016
|
26,200,000
|
$
|
2,620
|
10,000
|
$
|
1
|
$
|
114,545
|
$
|
(
457,212
|
)
|
(
372,539
|
)
|
|||||||||||||||
Profit for the year ended December 31, 2018 |
19,967
|
(84,673
|
)
|
|||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2016
|
26,200,000
|
$
|
2,620
|
10,000
|
$
|
1
|
$
|
114,545
|
$
|
(
437,245
|
)
|
(457,212
|
)
|
Year Ended
|
Year Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
CASH FLOW FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Depreciation allowance
|
$
|
19,967 |
$
|
(84,673 |
)
|
|||
(Increase) in Other Assets - Equipment
|
38,573 |
|
-
|
|||||
(Increase) in Other Assets - Delivery Trucks,2017 depreciation
|
(35,000 |
)
|
1,820
|
|||||
(Increase) Advance for Inventory Purchases
|
-
|
|
14,224
|
|||||
(Increase) Trade Receivables
|
(18,963 |
)
|
5,848
|
|||||
(Increase) Decrease in Inventory
|
(6,240 |
)
|
22,190
|
|||||
(Increase) Decrease in prepaid expenses
|
(393,389 |
)
|
48,600
|
|||||
NET CASH USED IN OPERATING ACTIVITIES
|
|
(395,052
|
)
|
8,009
|
||||
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable - related parties
|
294,898
|
45,644
|
||||||
Proceeds form Loan from River Valley Bank
|
900,100
|
-
|
||||||
(Increase) in Fixed Assets - Land, Building
|
(772,513
|
)
|
-
|
|||||
Proceeds from Accounts Payable - trade (Decrease in Accounts Payable)
|
(13,672
|
)
|
(52,017
|
)
|
||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
408,813
|
(6,373
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH
|
13,761
|
1,636
|
||||||
CASH AT BEGINNING PERIOD
|
5,354
|
3718
|
||||||
CASH AT END PERIOD
|
$
|
19,115
|
$
|
5,354
|
o |
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable
evidence of fair value and must be used to measure fair value whenever available.
|
o |
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be corroborated by observable market data.
|
o |
Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing
an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Net (profit) loss before taxes per financial statement
|
$
|
19,967
|
$
|
81,183
|
||||
Income tax rate
|
34
|
%
|
34
|
%
|
||||
Income tax benefit
|
(6,789
|
)
|
(28,170
|
)
|
||||
Valuation allowance change
|
(17,406
|
)
|
(28,170
|
)
|
||||
Provision for income tax
|
$
|
0
|
$
|
0
|
December 31,
|
December 31,
|
|||||||
2018
|
2017
|
|||||||
Net operating loss carry forward
|
$
|
437,796
|
$
|
457,212
|
||||
Valuation allowance
|
$ |
(437,796
|
)
|
$ |
(457,212
|
)
|
As of
December 31,
|
||||||||
2018
|
2017
|
|||||||
Property - Land & Building, at cost
|
$
|
772,412
|
$
|
-
|
||||
Delivery Trucks, at cost
|
3,500
|
3,500
|
||||||
Equipment - at cost
|
35,000
|
-
|
||||||
Total Fixed Assets
|
|
810,912
|
|
3,500
|
||||
Less: Accumulted depreciation
|
(40,393
|
)
|
(1,120
|
)
|
||||
$
|
770,519
|
$
|
2,380
|
As of
|
||||||||
December
|
||||||||
2018
|
2017
|
|||||||
Auto Parts (used)
|
$
|
571,260
|
$
|
177,871
|
||||
$
|
571,260
|
$
|
177,871
|
|
a) |
Each share to carry one vote.
|
|
b) |
Each share will be redeemable upon repayment of Loan(s) made by River Valley Bank to Accurate Auto Parts, Inc.
|
|
c) |
Each share will be junior to any debt incurred by the Company.
|
|
d) |
The redemption value will be the par value at which such "preferred shares - series C" are bought by the subscriber.
|
|
e) |
Each share will carry a dividend right at par with the common shares.
|
Name
|
Age
|
Position
|
Term
|
|||
Sabir Saleem
|
70
|
President, CEO, CFO and Director
|
Annual
|
|||
Fernandino Ferrara
|
64
|
Secretary/Treasurer and Director
|
Annual
|
Sabir Saleem
|
Frenandino Ferrara
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||||||||||
Salary
|
||||||||||||||||||||||||
Bonus
|
$ |
24,490
|
$ |
2,000
|
$
|
15,000
|
$ |
0
|
$ |
0
|
$ |
0
|
||||||||||||
Stock Awards
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Option Awards
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Non-Equity Incentive Plan Compensation
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Non-Qualified Deferred Compensation Earnings
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
All other Compensations
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Total
|
$ |
24,490
|
$ |
2,000
|
$
|
15,000
|
$ |
0
|
$ |
0
|
$ |
0
|
Sabir Saleem
|
Frenandino Ferrara
|
|||||||||||||||||||||||
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||||||||||
Salary
|
||||||||||||||||||||||||
Bonus
|
$ |
24,490
|
$ |
2,000
|
$
|
15,000
|
$ |
0
|
$ |
0
|
$ |
0
|
||||||||||||
Stock Awards
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Option Awards
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Non-Equity Incentive Plan Compensation
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Non-Qualified Deferred Compensation Earnings
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
All other Compensations
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Total
|
$ |
24,490
|
$ |
2,000
|
$
|
15,000
|
$ |
0
|
$ |
0
|
$ |
0
|
|
(a) |
is expressly required to be made by law,
|
|
(b) |
the proceeding was authorized by the board of directors, (c) is provided by us, in sole discretion, pursuant to the powers vested under Delaware law or (d) is
required to be made pursuant to the bylaws.
|
|
o |
each person who is known by the Company to be the beneficial owner of five percent (5%) or more of the Company's common stock;
|
|
o |
Free Flow's Chief Executive Officer, its other executive officers, and each director as identified in the "Management -- Executive Compensation" section; and
|
|
o |
all of the Company's directors and executive officers as a group.
|
AMOUNT AND | |||||||||||
|
NAME AND ADDRESS OF
|
NATURE OF
|
PERCENT
|
||||||||
TITLE OF CLASS
|
BENEFICIAL OWNER (1)
|
BENEFICIAL OWNER
|
OF CLASS | ||||||||
Common Shares
|
Sabir Saleem, President, CEO
|
19,990,000 |
68.66
|
% | |||||||
and Directors (2) (3)
|
|||||||||||
Common Shares
|
Fernandina Ferrara,
|
0 | 0 | ||||||||
Director
|
|||||||||||
Preferred Shares - Series "A"
|
Redfield Holdings, Ltd
|
10,000 | 100.00 | % | |||||||
Preferred Shares - Series "B"
|
Redfield Holdings, Ltd
|
470,935 | 100.00 | % | |||||||
All Directors and Executives
|
Common Shares
|
17,990,000 |
68.66
|
% | |||||||
Officers as a Group (2 persons)
|
(1) |
Address is c/o Free Flow, Inc., 6269 Caledon Road, King George, VA 22485.
|
(2) |
Mr. Saleem is an officer, director and/or beneficial shareholder of Redfield Holdings, Ltd. Redfield Holdings, Ltd. holds 17,990,000 shares of common stock.
|
(3) |
Each share of Preferred Share - Series A stock carries voting rights equal to ten thousand (10,000) votes. Redfield Holdings, Ltd. holds 10,000 shares of
Preferred Shares - Series A stock. Mr. Saleem is an officer, director and/or beneficial shareholder of Redfield Holdings, Ltd. As of December 31, 2018, 10,000 Preferred Shares - Series A stock was issued and outstanding.
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Articles of Incorporation *
|
|
3.2
|
Bylaws *
|
|
31.1
|
Certification of Principal Executive and Accounting Officer Filed Herewith pursuant to
Section 302 of the Sarbanes-Oxley Act
|
|
32.1
|
Certification of Principal Executive and Accounting Officer Filed Herewith pursuant to
Section 906 of the Sarbanes-Oxley Act
|
|
101.INS
|
XBRL Instance DocumentFiled Herewith (1)
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document Filed Herewith (1)
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document Filed Herewith (1)
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document Filed Herewith (1)
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document Filed Herewith (1)
|
|
101.PRE
|
XBRL Taxonomy Extension presentation Linkbase Document Filed Herewith (1)
|
*
|
Filed as Exhibits with the Company's S-1 Registration Statement filed with the Securities and Exchange Commission (www.sec.gov), dated March 6, 2012.
|
(1)
|
Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
/s/ Sabir Saleem
|
|
April 29, 2019
|
Sabir Saleem
|
||
(Chief Executive Officer/Principal Executive Officer
|
||
& Principal Accounting Officer)
|
/s/ Sabir Saleem
|
|
April 29, 2019
|
Sabir Saleem, Director, CEO
|
1 Year Free Flow (PK) Chart |
1 Month Free Flow (PK) Chart |
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