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EX-31.2 - Free Flow, Inc.ex31-2.htm
EX-31.1 - Free Flow, Inc.ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016

Commission file number 000-54868

 
Free Flow Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

2301 Woodland Crossing Dr.
Suite 155, Herndon, VA 20171
(Address of Principal Executive Offices)

(703) 789-3344
(Registrant’s Telephone Number)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 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 (§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 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO [X]
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 26,200,000 shares as of November 21, 2016.
 

 
 

 
 
ITEM 1.  FINANCIAL STATEMENTS
 
The accompanying unaudited interim financial statements of Free Flow, Inc. as of December 31, 2015, and for the nine months ended September 30, 2016 and September 30, 2015 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statement presentation and in accordance with the instructions to Form 10-Q and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Form 10-K filing with the SEC for the year ended December 31, 2015.   In the opinion of management, the consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position and the consolidated results of operations for the interim periods.  The consolidated results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year.

The unaudited interim financial information presented in this quarterly report on Form 10-Q has not been reviewed by an outside independent accounting firm as required by the rules of the SEC.  (See explanation in paragraph entitled “INVENTORY VALUATION” contained in ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYIS OF PLAN OF OPERATION below.)    As a result, the this quarterly report on Form 10-Q is considered deficient and the Company is no longer considered to be timely or current in its filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  While this quarterly report on Form 10-Q does not comply with the requirements of Regulation S-X, and should not be interpreted to be a substitute for the review that would normally occur by the Company’s independent registered public accounting firm, the Company’s management believes that the interim financial information presented herein fairly presents, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may be relied upon.  Except for the absence of this review of the unaudited interim financial information discussed above, this quarterly report on Form 10-Q fully complies with the requirements of the Exchange Act and the Company believes it is prudent to file this quarterly report on Form 10-Q with the SEC in spite of the current circumstances to provide the financial and other information set forth therein to its shareholders and other interested parties.  The Company plans to file an amendment to this quarterly report on Form 10-Q as soon as practicable.
 
The Company’s management believes, to the best of its knowledge, that the financial statements included in this quarterly report on Form 10-Q accurately portray the financial condition of the Company.  To that end, they have provided the certifications under Section 302 of SOX. The SOX Section 906 certification is omitted from this quarterly report on Form 10-Q only because the financial statements accompanying this quarterly report on Form 10-Q have not been reviewed by an independent public accountant under SAS 100.  The Company believes that this quarterly report on Form 10-Q otherwise meets all of the qualifications of the Exchange Act and the rules and regulations thereunder governing the preparation and filing of periodic reports as referenced in the certifications. Before the Company’s officers can make a SOX Section 906 certification, the Company’s independent public accounting firm must complete its review of the consolidated financial statements appearing in this quarterly report on Form 10-Q under SAS 100, as required by SEC rules. Once the Company’s auditor completes its review of the Company’s financial statements for this quarter under SAS 100, the Company will file an amendment to this quarterly report on Form 10-Q with the SOX Section 906 certification.
 

 
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Free Flow, Inc.
Condensed Consolidated Balance Sheets
 
 
    Not Reviewed     Not Reviewed  
   
September 30,
   
December 31,
 
   
2016
   
2015
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 8,121     $ 674  
Accounts Receivable - Trade
    591       -  
Advance payment to Vendor - Al-Mustafa Enterprise, Inc.
    14,224       -  
Prepaid Expenses
    64,800       7,435  
Automobiles - Delivery trucks
    3,500       -  
Inventory
    93,975       -  
TOTAL CURRENT ASSETS
    185,212       8,109  
                 
                 
TOTAL ASSETS
  $ 185,212     $ 8,109  
                 
                 
LIABILITIES & STOCKHOLDER'S (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 23,254     $ 16,852  
Notes payable - related parties
    130,182       51,622  
TOTAL CURRENT LIABILITIES
    153,436       68,474  
                 
Total liabilities
    153,436       68,474  
                 
Redeemable Preferred Stock
               
Series B: 500,000 shares authorized: 330,000 and 0 issued and outstanding
               
as of December 31, 2015 and 2014 respectively (Classified as Mezanine equity)
    330,000       330,000  
                 
Stockholder's (Deficit)
               
Preferred stock ($0.0001) par value, 20,000,000 shares authorized
               
10,000 shared par value $0.0001 Class A issued as on September 30, 2016
    1       1  
Common stock , ($0.0001) par value, 100,000.000 shares authorized:
               
26,200,000 shares issued and outstandingas of September 30, 2016 and December 31, 2015
    2,620       2,620  
Additional paid-in-capital
    114,545       114,545  
Accumulated Deficit
    (415,390 )     (507,530 )
TOTAL STOCKHOLDER'S (DEFICIT)
    (298,224 )     (390,365 )
                 
TOTAL LIABILITIES & STOCKHOLDER'S (DEFICIT)
  $ 185,212     $ 8,109  
 
 
 
 
The accompanying notes are an integral part of these financial statements
 

 
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Free Flow, Inc.
Condensed Consolidated Statements of Operation
(Unaudited)
 

    Not Reviewed     Not Reviewed  
   
Nine months ended September 30
   
Three months ended September 30
 
   
2016
   
2015
   
2016
   
2015
 
REVENUES
                       
Sales
  $ 408,068     $ 1,378     $ 135,737     $ 1,064  
                                 
COST OF GOODS SOLD
    239,490       390       59,755       350  
                                 
GROSS PROFIT
    168,577       988       75,982       714  
                                 
General & Administrative Expenses
    76,438       69,257       7,948       12,372  
                                 
Total Expenses
    76,438       69,257       7,948       12,372  
                                 
Income (Loss) before provision of income taxes
    92,140       (68,269 )     68,034       (11,658 )
Income tax provision
    -       -       -       -  
                                 
NET INCOME (LOSS)
  $ 92,140     $ (68,269 )   $ 68,034     $ (11,658 )
                                 
BASIS INCOME (LOSS) PER SHARE
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
WEIGHTED AVERAGEL NUMBER OF COMMON SHARES OUTSTANDING
    26,200,000       26,200,000       26,200,000       26,200,000  
 
 
 
 
The accompanying notes are an integral part of these financial statements

 
 
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Free Flow, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 

    Not Reviewed  
   
Nine months ended September 30,
 
   
2016
   
2015
 
CASH FLOW FROM OPERATING ACTIVITIES
           
Net Profit (Loss)
  $ 92,140     $ (68,269 )
Adjustments to reconcile net loss to net cash used in operting activities:
               
Changes in operating assets and liabilities
               
Inventory
    (93,975 )     (1,011 )
Prepaid expenses
    (57,365 )     (40 )
Accounts payable
    6,402       -  
Advance Payments - Vendor
    (14,815 )     -  
Accrued interest
    -       (372 )
NET CASH USED IN OPERATING ACTIVITIES
    (67,613 )     (69,692 )
                 
CASH FLOW FROM INVESTING ACTIVITIES
               
Delivery Trucks Purchsed
    (3,500 )     -  
NET CASH USED IN INVESTING ACTIVITIES
    (3,500 )     -  
                 
CASH FLOW FROM FINANCING ACTIVITIES
               
Proceeds from relaed party notes
    78,560       66,383  
NET CASH PROVIDED BY FINANCING ACIVITIES
    78,560       66,383  
                 
NET INCREASE IN CASH
    7,447       (3,309 )
                 
CASH AT BEGINNING OF PERIOD
    674       7,187  
CASH AT END OF PERIOD
  $ 8,121     $ 3,878  
                 
SUPPLIMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
         
Assets acquired in acquisition for note payable
  $ -     $ 2,000,000  
Conversion of note payable to preferred stock
  $ -     $ 330,000  
Conversion of related pary note to preferred stock
  $ -     $ 58,000  
 
 
 
 
The accompanying notes are an integral part of these financial statements

 
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Free Flow, Inc.
Notes to Condensed Consolidated Financial Statements
September 30, 2016
(Unaudited)

 
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,  2016 and the results of operations and cash flows for the periods presented. The results of operations for the nine months ended September 30, 2016 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, 2015 filed with the SEC on April 22, 2016.
 
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 not yet established itself as a stable ongoing business entity with established revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and 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’s plan is to obtain such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management is obtaining capital from management and significant shareholders sufficient 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 secure sources for sales 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.
 
NOTE 3 – INCORPORATION OF SUBSIDIARY - CORE BUSINESS:
 
As reported in the 10Q for first quarter, on February 4, 2016, the Company incorporated a subsidiary in the State of Virginia under the name JK Sales, Corp. Subsequently JK Sales, Corp. entered into an Agreement with Al-Mustafa Enterprise, Inc. in King George, VA to act as Managing and Sales Agent. On August 24, 2016 JK Sales, Corp. bought the book of business and trade name, namely MMM Auto Parts, and took over the facility under a long term lease arrangement.
 

 
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The Company is thus fully focused on the used auto parts business and become known as an OEM Recycled Auto Parts seller.
 
On October 20, 2016 the name of the dormant subsidiary namely, Promedaff, Inc. was changed to Motors & Metals, Inc. The Company intends to operate Motors & Metals, Inc. as a separate entity to conduct business of refurbishing   automotive engines and selling metals recovered from the MMM Auto Parts facility, and have an independent profit center.
 
NOTE 4 – RELATED PARTY - NOTE PAYABLE
 
As of December 31, 2016, the Company had a note payable in the amount of $51,662.00 to Redfield Holdings, Ltd. a related party. During the three months ending September 30, 2016 the company borrowed an additional sum of $ 46,153 thus owing a total sum of $130,182.00. The note is unsecured and does not bear any interest and has a maturity of June 30, 2015 was $84,029.00.
 
 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.
 
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)  
Each share to carry one vote.
b)  
Each share will be redeemable with a 365 days 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.

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”. The balance is still outstanding as on June 30, 2016 and has been classified as mezzanine equity.
 
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, 2016 total preferred shares issued and outstanding are 10,000 Series “A” and 330,000 Series “B”.
 
NOTE 6 – SUBSEQUENT EVENTS
 
Management has evaluated subsequent events through the date which the financial statements were available to be issued. Based on the evaluation no material events have occurred that require recognition in or disclosure to the financial statements.
 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ALALYIS OR PLAN OF OPERATION
 
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENT SAND NOTES THERETO INCLUDED HEREIN. IN CONNECTION WITH, AND BECAUSE WE DESIRE TO TAKE ADVANTAGE OF, THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WE CAUTION READERS REGARDING CERTAIN FORWARD LOOKING STATEMENTS IN THE FLOWING DISCUSSION AND ELSEWHERE IN THE THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR AN BEHALF, WHETHER OR NOT IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, FORWARD-LOOKING STATEMENTS ARE STATEMENT NOT BASED ON HISTORICAL INFORMATION AND WHICH RELATE TO FUTURE OPERATIONS, STRATEGIES, FINANCIAL RESULTS OR OTHER DEVELOPMENTS. FORWARD-LOOKING STATEMENTS ARE NECESSARILY BASED UPON ESTIMATES AND ASSUMPTIONS THAT ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR CONTROL AND MANY OF WHICH, WITH RESPECT TO FUTURE BUSINESS DECISIONS, ARE SUBJECT TO CHANGE, THESE UNCERTAINTIES AND CONTINGENCIES CAN AFFECT ACTUAL RESULTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FORM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS MADE BY, OR ON OUR BEHALF, WE DIS TO UPDATE FORWARD-LOOKING STATEMENTS.
 
PLAN OF OPERATION
 
The Company continues to focus on building sales for the used auto parts and sourcing wrecked automobiles at best prices. The sales for the seven months since the Company started this operation has been approximately $58,000 per month, with an average realized net profit of approximately $10,222 per month while increase in saleable recycled parts at an average cost of 16% to the suggested sale price. The inventory in hand as of September 30, 2016 had a book value of approximately $90,500.00 while the Company’s Suggested Selling Price is approximately $550,000.00. This is based on the actual price that the company expects to realize upon sale.
 
The key factor to being successful in realizing the anticipated profits is to have the sales increase by 100% of the existing sales volume. More than 90% of the operating cost of the products is fixed cost, thus the margin of profit beyond the breakeven amount is very significant.
 
The sales during this third quarter as compared to the sales in the second quarter increased only by a small fraction of approximately 2.5%. The company is making efforts to hiring and training sales staff to achieve a higher sales growth. November and December are historically slow in sales, thus no significant growth is anticipated during the 4th quarter of 2016.
 
RESULTS OF OPERATIONS
 
For the Nine months Ended September 30, 2016 compared to same period in 2015.
 
The Company recognized nominal revenue of $408,068 and cost of sales of $239,490 during the six months ended September 30, 2016.
 
During the nine months ended September 30, 2016, the Company incurred operational expenses of $76,438 compared to $69,257 for the corresponding nine months during 2015.
 
For the three months ending September 30, 2016 compared to the same period in 2015.
 
During the Three Month Ended September 30, 2016, the Company had $135,737 in revenues and Cost of Sales of $59,755 compared to $1,064 revenues and cost of $350 in the three months ended September 30, 2015.
 
For the three months ending September 30, 2016 the Operational expenses incurred were to the tune to $7,948 while for the period ending September 30, 2015 the Operational expenses incurred were $12,372.
 

 
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INVENTORY VALUATION
 
Automobiles are purchased and disassembled at the facility. All of the incurred direct costs attributed to dismantling are carefully accounted for and the total of such costs is added to the purchase price of the disassembled automobiles thus determining the exact cost of the entire batch of parts recovered from the entire disassembled batch of automobiles for the specific period. The Company’s MSRP. i.e., the Selling price of each part is available, thus the total Selling price of each batch is determined.
 
The value of the unsold inventory is thus deduced in exactly the same ratio to the Selling price of each part, which equals to the total cost of the unsold inventory.
 
The Auditors are of the opinion that the management should define cost of each part available for sale; which in management’s opinion would not only be arbitrary but not possible nor practical. The Auditors are working to develop a template and hope it will suffice their needs to further disclose value of each part available for sale.
 
This report is thus deficient in as much as this aspect of cost of each part available for sale  is concerned and if any revised report is developed, the same shall be filed as an amendment to this 10Q.
 
LIQUIDITY
 
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2014, AND FOR EACH OF THE PRECEDING YEARS THEN ENDED, INCLUDES A “GOING CONCERN” EXPLANATORY PARAGRAPH, THAT DESCRIBES SUBSTANTIALLY DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN.
 
On September 30, 2016 the Company had total current assets of $185,212 consisting of $8,121in cash and $93,975 in merchandise inventory and $3,500 in delivery trucks, $64,800 in prepaid rent expenses, $14,224 in Vendor advances, and $591 in trade accounts receivable. Total current liabilities are $153,436 of which are $23,254 in trade payables and $130,182 are payable to Redfield Holdings, Ltd a related party.
 
All current expenses/costs related to production and sales are current and with the anticipated increase in sales the current ration of the company is expected to improve. All purchase at present are being transacted on pre-paid or cash upon delivery basis. In another three months of successful operations the vendors are likely to ship merchandise on a thirty day term, which would enhance the liquidity ratios.
 
NEED FOR LINE OF CREDIT
 
The Company does have cash sufficient to meets its cash needs, however with credit lines being sought the Company could increase its sale by offering extended payment terms to its customers.
 
REVENUE RECOGNITION
 
The Company recognizes revenues on arrangements in accordance with Securitas and Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and FASB ASC 605-15-25, REVENUE RECONGNITION. In all cased, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonable assured. The Company did report revenues during the first six months in 2016.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
 
Not Applicable
 
ITEM 4. CONTROLS AND PROCEURES
 
Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
 
 
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As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.
 
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of June 30, 2016.
 
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during the period ended September 30, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
None.
 
ITEM 1A. RISK FACTOR
 
Not Applicable to Smaller Reporting Companies.
 
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
During the period of January 1, 2015 and June 30, 2015, the Company issued 9,700 shares of Preferred Shares – Series “A” for a sum of $58,000 and 330,000 shares of Preferred Shares – Series “B” for a sum of $330,000 which were the result of conversion of certain debts of the company.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
 
 
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ITEM 4. MINE SAFETY DISCLOSURE
 
Not Applicable
 
ITEM 5. OTHER INFORMATION
 
None.
 
PART II. OTHER INFORMATION
 
ITEM 6. EXHIBITS
 
The following exhibits are included with this quarterly filing.  Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:
 
Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation*
3.2
 
Bylaws*
31.1
 
Sec. 302 Certification of Principal Executive Officer
31.2
 
Sec. 302 Certification of Principal Financial Officer
32.1
 
Sec. 906 Certification of Principal Executive Officer
32.2
 
Sec. 906 Certification of Principal Financial Officer
101
 
Interactive data files pursuant to Rule 405 of Regulation S-T (To be filed by amendment)
 
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 thereunto duly authorized.

 
Free Flow Inc.
 
Registrant
   
   
Date November 21, 2016
By: /s/ Sabir Saleem
 
 
Sabir Saleem, Chief Executive Officer,
 
Chief Financial and Accounting Officer

 

 
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