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|
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
|
|
Trading Symbol(s)
|
|
Name of exchange on which registered
|
|
|
|
|||
|
Common
|
|
FFLO
|
|
OTC
|
|
Large accelerated filer
☐
|
|
Accelerated filer
☐
|
|
Non-Accelerated filer
☒
|
Smaller reporting company
☒
|
Emerging growth company
☐
|
|
Page
|
|
|
PART I - FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
3 |
|
Item 2. Management's Discussion and Analysis or Plan of Operations
|
9
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risks
|
10
|
|
Item 4. Controls and Procedures
|
10
|
|
PART II - OTHER INFORMATION
|
|
|
Item 1. Legal Proceedings
|
11 |
|
Item 1A. Risk Factor
|
11 |
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
11 |
|
Item 3. Defaults Upon Senior Securities
|
11 |
|
Item 4. Mine Safety Disclosures
|
11 |
|
Item 5. Other Information
|
11 |
|
Item 6. Exhibits
|
11
|
|
|
As of | As of | As of | |||||||||
|
|
March 31, | March 31, | December 31, | |||||||||
|
2019
|
2018
|
2018
|
||||||||||
| (Unaudited) | (Unaudited) | (Audited) | ||||||||||
|
ASSETS
|
||||||||||||
|
Current Assets
|
||||||||||||
|
Cash in hand and bank
|
$
|
2,775
|
$
|
5,322
|
$
|
19,115
|
||||||
|
Trade Receivables - current
|
18,526
|
-
|
7,723
|
|||||||||
|
Trade Receivables - old
|
-
|
-
|
573
|
|||||||||
|
Advance for Inventory Purchases
|
-
|
-
|
18,963
|
|||||||||
|
Accounts Receivable - Trade
|
-
|
3,331
|
-
|
|||||||||
|
Inventory
|
594,670
|
220,427
|
571,260
|
|||||||||
|
TOTAL CURRENT ASSETS
|
615,971
|
229,080
|
617,634
|
|||||||||
|
Fixed Assets
|
||||||||||||
|
Land and Building
|
773,513
|
-
|
772,513
|
|||||||||
|
Less: Accumulated depreciaiton
|
(30,901
|
)
|
-
|
(30,901
|
)
|
|||||||
|
Writtendown value
|
742,612
|
-
|
741,612
|
|||||||||
|
TOTAL FIXED ASSETS
|
742,612
|
-
|
741,612
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Other Assets
|
||||||||||||
|
Delivery Trucks, at cost
|
3,500
|
3,500
|
3,500
|
|||||||||
|
Less: Accumulated depreciation
|
(2,492
|
)
|
-
|
(2,492
|
)
|
|||||||
|
Writtendown value
|
1,008
|
-
|
1,008
|
|||||||||
|
Equipment
|
35,000
|
-
|
35,000
|
|||||||||
|
Accumulated depreciation
|
(7,000
|
)
|
-
|
(7,000
|
)
|
|||||||
|
Writtendown value
|
28,000
|
-
|
28,000
|
|||||||||
|
TOTAL OTHER ASSETS
|
29,008
|
3,500
|
29,008
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
TOTAL ASSETS
|
$
|
1,387,591
|
$
|
232,580
|
$
|
1,388,254
|
||||||
|
|
|
|
|
|
|
|
||||||
|
LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)
|
||||||||||||
|
Current Liabilities
|
||||||||||||
|
Accounts Payable
|
$
|
21,468
|
$
|
7,448
|
$
|
7,468
|
||||||
|
Notes payable - related parties
|
56,033
|
220,171
|
380
|
|||||||||
|
TOTAL CURRENT LIABILLITIES
|
77,501
|
227,620
|
7,848
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Long Term Liabilities
|
||||||||||||
|
Loan - secured
|
898,595
|
900,100
|
||||||||||
|
TOTAL LONG TERM LIABILLITIES
|
898,595
|
900,100
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Total Liabilities
|
976,096
|
227,620
|
907,948
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Redeemable Preferred Stock
|
||||||||||||
|
Series B; 500,000 shares authorized, 330,000 ad 0 issued and outstanding
|
||||||||||||
|
as of March 31, 2019 (Classified as Mezzanine equity)
|
330,000
|
330,000
|
330,000
|
|||||||||
|
Series C; 500,000 shares authorized, 470,935 and 0 issued and outstanding
|
||||||||||||
|
as of March 31, 2019 (Classified as Mezzanine equity) - As equity in Accurate
|
470,935
|
470,935
|
||||||||||
|
Stockholders' (Deficit)
|
||||||||||||
|
Preferred stock ($0.0001) par value, 20,000,000 shares authorized
|
||||||||||||
|
10,000 shares part value $0.001 Class A issued on March 31, 2019 and December 31,
2018
|
1
|
1
|
1
|
|||||||||
|
Additional Paidin capital
|
||||||||||||
|
Common Stock, ($0.0001 par value 100,000,000 shares authorized
|
||||||||||||
|
26,200,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018
|
2,620
|
2,620
|
2,620
|
|||||||||
|
Additional paid-in capital
|
114,545
|
114,545
|
114,545
|
|||||||||
|
Current Period - Profit
|
(34,405
|
)
|
13,886
|
-
|
||||||||
|
Accumulated Deficit
|
(472,201
|
)
|
(456,092
|
)
|
(437,796
|
)
|
||||||
|
TOTAL STOCKHOLDERS' EQUITY (DIFICIT)
|
(389,440
|
)
|
(325,040
|
)
|
(320,629
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||
|
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT)
|
$
|
1,387,591
|
$
|
232,580
|
$
|
1,388,254
|
||||||
|
3 Months
Ended
|
3 Months
Ended
|
Year Ended | ||||||||||
|
March 31,
|
March 31,
|
December 31, | ||||||||||
|
2019
|
2018
|
2018 | ||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Audited) | ||||||||||
|
REVENUES
|
||||||||||||
|
Sales
|
$
|
58,784
|
$
|
39,805
|
$
|
249,655
|
||||||
|
TOTAL REVENUES
|
58,784
|
39,805
|
249,655
|
|||||||||
|
COST OF GOODS SOLD
|
24,772
|
12,756
|
38,958
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
GROSS PROFIT
|
34,012
|
27,050
|
210,696
|
|||||||||
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
||||||||||||
|
General & Administrative Expenses
|
68,418
|
13,164
|
152,289
|
|||||||||
|
Depreciation Expenses
|
-
|
-
|
38,573
|
|||||||||
|
Total Expenses
|
68,418
|
13,164
|
190,729
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Net Profit (Loss)
|
$
|
(34,405
|
)
|
$
|
13,886
|
$
|
19,967
|
|||||
|
NET PROFIT (LOSS)
|
$
|
(34,405
|
)
|
$
|
13,886
|
$
|
19,967
|
|||||
|
BASIS INCOME (LOSS) PER SHARE
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|||
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
26,200,000 | 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, 2019
|
26,200,000
|
$
|
2,620
|
10,000
|
$ |
1
|
$ |
114,545
|
$ |
(437,796
|
)
|
$ |
(437,796
|
)
|
||||||||||||||
|
Loss for the quarter ended March 31, 2019
|
(34,405
|
)
|
(34,405
|
)
|
||||||||||||||||||||||||
|
BALANCE, MARCH 31, 2019
|
26,200,000
|
$
|
2,620
|
10,000
|
$ |
1
|
$ |
114,545
|
$ |
(472,201
|
)
|
$ |
(472,201
|
)
|
||||||||||||||
|
March 31,
|
March 31,
|
|||||||
|
2019
|
2018
|
|||||||
|
CASH FLOW FROM OPERATING ACTIVITIES
|
||||||||
|
Net Profit (loss)
|
$
|
(34,405
|
)
|
$
|
13,886
|
|||
|
Inventory provision
|
510
|
-
|
||||||
|
(Increase) Advance for Inventory Purchase
|
(18,963
|
)
|
-
|
|||||
|
(Increase) in Other Assets - Building Improvements
|
(1,000
|
)
|
-
|
|||||
|
Decrease in Long Term Liabilities
|
1,505
|
-
|
||||||
|
(Increase) in Trade receivables
|
(10,803
|
)
|
(1,425
|
)
|
||||
|
(Increase ) Decrease in inventory
|
(23,410
|
)
|
(42,556
|
)
|
||||
|
(Increase) Decrease in prepaid expensess
|
573
|
-
|
||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
(85,993
|
)
|
|
(30,095
|
)
|
||
|
CASH FLOW FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds from notes payable - realated party
|
55,653
|
43,754
|
||||||
|
Proceeds from Accounts Payable - trade (Decrease in Accounts Payable)
|
14,000
|
(13,692
|
)
|
|||||
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
69,653
|
(32
|
)
|
|||||
|
|
|
|
|
|
||||
|
NET INCREASE (DECREASE) IN CASH
|
(16,340
|
)
|
(32
|
)
|
||||
|
CASH AT BEGINNING OF PERIOD
|
19,115
|
5,354
|
||||||
|
|
|
|
|
|
||||
|
CASH AT END OF PERIOD
|
$
|
2,775
|
$
|
5,322
|
||||
|
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.
|
|
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
|
|
Free Flow Inc.
|
||
|
Registrant
|
||
|
Dated
May
20, 2019
|
By: /s/ Sabir Saleem
|
|
|
Sabir Saleem, Chief Executive Officer,
|
||
|
Chief Financial and Accounting Officer
|
||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|