Free Flow, Inc. - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023

Commission file number 000-54868

Free Flow Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-3838831
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

6269 Caledon Road; King George, VA 22485

(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 ☒

If an emerging growth company, indicate by check mark if the registrant has elected transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO x

Applicable Only to Issuer Involved in Bankruptcy Proceeding During the receding Five Years.

N/A.

Applicable Only to Corporate Registrants

Securitas registered to Pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	FFLO	OTC QB

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 25,876,900 shares as of August 09, 2023

ITEM 1. FINANCIAL STATEMENTS	2
Notes to Condensed Consolidated Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	11
ITEM 4. CONTROLS AND PROCEDURES	11
PART II – OTHER INFORMATION	12
ITEM 1. LEGAL PROCEEDINGS	12
ITEM 1A. RISK FACTOR	12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4. MINE SAFETY DISCLOSURE	12
ITEM 5. OTHER INFORMATION	12
PART II. OTHER INFORMATION	12
ITEM 6. EXHIBITS.	13
SIGNATURES	13

ITEM 1. FINANCIAL STATEMENTS

FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets

		June 30,	December 31,
		2023	2022
		(Unaudited)	(Audited)
	ASSETS
Current Assets
	Cash and cash equivalents	$ 1,962	$ 17,274
	Trade Receivables - current	93,591	94,641
	Refund due from IRS - ERTC	77,643	77,643
	Rounding off the decimals - error	-2	-2
	Inter-company	-	-
	Inventories	-	890

TOTAL CURRENT ASSETS		173,193	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	10,697	10,697
	Equipment and Delivery Trucks, before depreciation allowance	31,712	31,712
	Allowance for Depreciation	(31,712)	(31,712)

TOTAL OTHER ASSETS		10,697	10,697

	TOTAL ASSETS	$ 715,074	$ 732,328

	LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)
Current Liabilities
	Accounts Payable	6,747	1,647
	Notes Payable	2,500	10,402
	Notes Payable - Related Parties	9,634	9,634

TOTAL CURRENT LIABILLITIES		18,881	21,683

Long Term Liabilities
	Incredible Bank - Revolving Line of Credit - $350,000	319,319	319,319
	PPP1	-	-
	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		1,715,435	1,726,247

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	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 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			-
	Current year Profit (Loss)	(17,440)	(2,761,312)
	(Accumulated Deficit) / Net worth, brought forward	(1,926,509)	834,803
	(Accumulated Deficit) / Net worth
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)		(1,801,295)	(1,794,855)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		$ 715,075	$ 732,327

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations


		Six Months Ended June 30,		Three Months Ended June 30,
		2023	2022	2023	2022

REVENUES
	REVENUES	`$4,032`	`$128,721`	`$3,076`	`$67,990`

TOTAL REVENUES		`4,032`	`128,721`	`3,076`	`$67,990`
COST OF GOODS SOLD		`13,703`	`121,030`	`3,892`	`66,999`

GROSS PROFIT		`(9,671)`	`7,691`	`(816)`	`991`

GENERAL AND ADMINISTRATIVE EXPENSES
	Administrative expenses	`26,077`	`77,702`	`15,538`	`46,518`
	Professional fees	`14,712`	`47,204`	`12,493`	`37,067`
	Selling expenses	`323`	`21,422`	`55`	`3,430`
	Financial expenses	`704`	`48,582`	`281`	`40,097`
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		`41,816`	`194,910`	`28,367`	`127,112`

PROFIT (LOSS) FROM OPERATIONS		`(51,487)`	`(187,219)`	`(29,183)`	`(126,121)`

OTHER (EXPENSE) INCOME		`34,047`	`(2,493,548)`	`31,172`	`47,642`
Other Income - Additional Inventory Recovered		`-`	`-`	`-`	`-`

NET INCOME (LOSS)		`(17,440)`	`(2,680,767)`	`1,989`	`(78,479)`

BASIC EARNING PER SHARE		`(0.001)`	`(0.102)`	`0.000`	`(0.003)`

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		`25,876,900`	`26,221,000`	`25,876,900`	`26,221,000`

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

FREE FLOW, INC. & SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows


			Six Months Ended June 30,
			2023	2022
CASH FLOW FROM OPERATING ACTIVITIES
	Net (Loss)		`$(17,440)`	`$(2,680,767)`
	Adjustments to reconcile net income to net cash provided by operating activities:
	Loss on disposal of fixed assets		`-`	`989`
	Loan written off PPP 1		`-`	`(41,675)`
	PNC Clover Note written off		`(10,401)`	`-`
	Inventory written off		`890`	`-`
	Assets of IAP		`-`	`940,000`
	Inventory		`-`	`2,525,484`
	Notes payable IAP		`-`	`(937,666)`
	Changes in operating assets and liabilities :
	Increase /(Decrease) in Trades Payable		`5,100`	`(21,065)`
	(Increase) Decrease in Inventory		`-`	`(5,600)`
	Decrease in Trade Receivables		`1,050`	`20,329`
		NET CASH (USED IN) BY OPERATING ACTIVITIES	`(20,801)`	`(199,971)`

CASH FLOW FROM INVESTING ACTIVITIES
	Proceeds from disposal of fixed assets		`-`	`694`

		NET CASH PROVIDED BY INVESTING ACTIVITIES	`-`	`694`

CASH FLOW FROM FINANCING ACTIVITIES
	Proceeds from notes payable - related parties		`-`	`6,028`
	Proceeds from Notes Payable		`2,500`	`5,000`
	Repayment of Notes Payable		`-`	`(10,710)`
	Repayment to Pay Pal Advance		`(4,011)`	`(6,685)`
	Repayment of Loan from Incredible Bank		`(4,000)`	`(20,914)`
	Proceeds from Subscription Money		`11,000`	`-`
	Proceeds / (Repayment) from EIDL Loan		-	`353,600`

		NET CASH PROVIDED BY FINANCING ACTIVITIES	`5,489`	`$326,319`

NET (DECREASE) / INCREASEIN CASH AND CASH EQUIVALENTS			`(15,312)`	`127,042`

CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD			`17,274`	`10,212`

CASH AND CASH EQUIVALENTS AT THE END OF PERIOD			`$1,962`	`$137,254`

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

FREE FLOW, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders' Equity

ADDITIONAL

TOTAL

COMMON STOCK

PREFERRED STOCK

PAID-IN

SUBSCRIPTION

RETAINED

STOCKHOLDERS'

SHARES

AMOUNT

SHARES

AMOUNT

CAPITAL

RECEIVED

EARNINGS

EQUITY

Series -A

Balance as of January 1, 2023

26,221,000

$2,620

10,000

$1

$129,033

$-

$(1,926,509)

$(1,794,855)

Shares Cancelled

(1,379,100)

-

$-

Net loss for the period

-

(19,429)

$(19,429)

Balance as of March 31, 2023

24,841,900

$2,620

10,000

$1

$129,033

$-

$(1,767,486)

$(1,814,284)

Shares Issued

1,035,000

$11,000

Net loss for the period

-

$1,989

Balance as of June 30, 2023

25,876,900

$2,620

10,000

$1

$140,033

$-

$(1,765,497)

$(1,801,295)

Balance as of January 1, 2022

26,221,000

$2,620

10,000

$1

$131,033

$-

$834,803

$968,457

Shares Cancelled

(1,379,100)

-

$-

Net Loss for the period

-

(2,602,289)

$(2,602,289)

Balance as of March 31, 2022

26,221,000

$2,622

10,000

$1

$131,033

$-

$(1,767,486)

$(1,633,832)

Net Loss for the period

-

$-

$(78,479)

Balance as of June 30, 2022

26,221,000

$2,622

10,000

$1

$131,033

$-

$(1,845,964)

$(1,712,310)

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements

Free Flow, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(Unaudited)

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 an Used Auto and Truck Dealership) is in the processing of setting up an on-line auto auction platform. Execution of a contract is being finalized with a provider of software as a service (SAAS) while the facility is being prepared to receive on consignment 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

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 $1,802,295 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 over $2,500,000. 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 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.

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 is expected to be launched by the end of third quarter.

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.

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 six months ended June 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

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 of any amount as the board of directors and/or majority of the shareholders approve. Series “D” shares could be converted in to common shares as approved by the majority shareholders.

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)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”.

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 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

On July 10, 2023, the prospective buyer of the 19+ acre facility failed to close the transaction due to the financing arrangement having failed. Thus, the company decided to restart its operations under a new business plan that is focused on receiving automobiles on consignment bases for sale through it auto auction platform. A first consignment comprising of approximately 30 automobiles is being prepared to commence sales.

ITEM 2. MANAGEMENT’S DISCUSSION AND ALALYIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND 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

Auto Parts Division:

The company has decided to restart is auto parts business and is preparing the facility and warehouses accordingly.

City Autos, Corp.

The company is focusing on a new business model whereby it will begin a new division under the trade name as “Free Flow Auto Auction. This is an on-line auto auction platform. Auto Dealers, Towing Companies, Charity Organizations that collect automobiles will be targeted to consign their vehicles for an auction sale. If the reserve price is not met then Accurate Auto Parts will have the opportunity to purchase such automobiles for dismantling into parts.

Motors & Metal, Inc.:

Having shelved the plan to set up a scrap metal processing plant at its facility in King George, as the purchase orders of customers from abroad are still active, the management in addition to trading in scrap metal may continue pursuing setting up its own facility.

RESULTS OF OPERATIONS

The Company did recognize revenue for a sum of $4,032 during the six months ended June 30, 2023 and $128,721 of revenues during the six months ended June 30, 2022. The net revenues for the period ended June 30, 2023were less by $124,689 than for the same period during 2022 and the Cost of Goods Sold was low by $107,327during the period ended June 30, 2023, as compared to the same period during 2022. There is Gross Loss of $ 9,671 as on June 30,2023as compared to the Gross Profit of $ 7,69 for the same period during 2022.

During the six months ended June 30, 2023, the Company incurred operational expenses of $41,816. This compares to $194,910 for the six months ended June 30, 2023. This decrease in operational expenses reflects the decrease in operation staff.

During the six months ended June 30, 2023, the company recognized a net loss of $17,440as compared to the net loss of $2,680,767for the corresponding period in the year 2022, thus recognizing a significant decrease as compared to the six months ended June 30, 2022.

The tax returns for the previous year has been filed and due to loss there is no tax liability.

The Company’s office continues to be relocated at 6269 Caledon Road, King George, VA 22485

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017, 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 June 30, 2023, the Company had total current assets of $172,193 consisting of $962 in cash and $93,591 in trade receivables, and NIL value of Inventory.

NEED FOR ADDITONAL CAPITAL

The Company does not have capital sufficient to meet its expansion Capital needs. The Company will have to seek loans or Equity placements to cover such cash needs.

No commitments to provide additional funds have been made by the Company’s management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover the Company’s expansion budget.

The Company has completed of a Private Placement Memorandum (PPM) under rule 506 (c) of the SEC Act of 1933 for a sum of Nineteen Million Five Hundred Thousand Dollars $19,500,000 against issuance of convertible preferred shares to augment its needs for expansion and acquisitions of existing, profitable Auto Parts Companies in USA and Canada as well as to pay-off all interest bearing borrowings to become a “Sharia Compliant” entity. The management is in discussion with a few Investment Bankers, results are expected in due course of time. The Company or its Management does not guarantee of this PPM will be resulted in attracting subscriptions and that it will be successful.

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 cases, 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 reported gross revenues of $2,920,149 for the year ending December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

As a “Smaller Reporting Company” as defined by item 10 of Regulation S-K , we are not required to provide information required by this item.

ITEM 4. CONTROLS AND PROCEURES

Management's Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control so as to

(1) maintain the records in reasonable detail, which will accurately and fairly reflect the transactions and dispositions of the Company's assets;

(2) to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are made within the delegated authority ; and

(3) to provide reasonable assurance for the prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on company’s financial statements.

However, the management asserts that the company does not have any accounting staff due to limited financial resources though has plans to recruit gradually. Also, this company does not have a well written document on accounting policies and procedures, though has plans to have them shortly. Consequently, this can result in possible errors in the presentation and disclosure of financial information in our annual, quarterly, and other filings.

The SIC Code of 1700 as showing in Edgar for this company is no longer valid, since this company is now dealing with the auto parts, as OEM Recycled Auto Parts. Segregation of duties is an important factor in Internal Control. Though it is achieved to a certain extent, the management is committed to strengthen the internal controls effectively in the coming months.

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 March 31, 2023, 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 March 31, 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.

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 June 30, 2019 stood at 26,221,000

During the current quarter the company issued 1,035,000 of common shares for a sum of $11,000.00. while 1,379,100 were cancelled. Thus, the total common shares outstanding as of June 30, 2023 are 25,876,900.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable

ITEM 5. OTHER INFORMATION

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

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


Dated: August 9, 2023	By:	/s/ Sabir Saleem
		Sabir Saleem, Chief Executive Officer,
		Chief Financial and Accounting Officer