UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERL
Y PERIOD ENDED
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Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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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.
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).
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
N/A
Applicable Only to Corporate Registrants
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Table of Contents
ITEM 1. FINANCIAL STATEMENTS 4
Notes to Condensed Consolidated Financial Statements 9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 13
ITEM 4. CONTROLS AND PROCEDURES 13
PART II – OTHER INFORMATION 14
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 14
ITEM 4. MINE SAFETY DISCLOSURE 14
ITEM 1. FINANCIAL STATEMENTS
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FREE FLOW, INC. & SUBSIDIARY ACCURATE AUTO PARTS, INC. |
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BALANCE SHEET |
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As of |
As of |
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30-Jun |
December 31, |
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2020 |
2019 |
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(Un-audited) |
(Audited) |
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ASSETS |
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Current Assets |
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Cash |
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$
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Trade Receivables - current |
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Rounding off the decimals - error |
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Intra-company |
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Advances for Inventory Purchases |
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Inventory |
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TOTAL CURRENT ASSETS |
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Fixed Assets |
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Land and Building, net of depreciation |
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Allowance for Depreciation |
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TOTAL FIXED ASSETS |
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Other Assets |
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Delivery Trucks, after depreciation allowance |
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Allowance for Depreciation |
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Furniture |
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Equipment and Delivery Trucks, after depreciation allowance |
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Allowance for Depreciation |
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TOTAL OTHER ASSETS |
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TOTAL ASSETS |
$
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$
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts Payable |
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$
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Notes Payable - Related Parties |
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TOTAL CURRENT LIABILITIES |
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Long Term Liabilities |
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Revolving Line of Creidt - $350,000 amount drawn |
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PayPal Advance |
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Loan - secured |
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TOTAL LONG TERM LIABILITIES |
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Total Liabilities |
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Redeemable Preferred Stock |
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Series B;
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Series C;
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Stockholders' Equity (Deficit) |
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Preferred Stock ($
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Additional Paid in capital |
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Common stock, ($
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Additional Paid in capital |
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Current Period Profit (Loss) |
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(Accumulated Deficit) / Net worth |
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TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) |
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$
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$
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Free Flow, Inc. |
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Statements of Operations |
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(Unaudited) |
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Six months ended June 30, |
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Three months ended June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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REVENUES |
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Revenues |
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$
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$
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$
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TOTAL REVENUES |
$
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$
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$
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$
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COST OF GOODS SOLD |
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GROSS PROFIT |
$
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$
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$
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$
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GENERAL & ADMINISTRATIVE EXPENSES |
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Administrative expenses |
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Professional fees |
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Selling expenses |
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Financial Expenses |
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Cost of goods - procurement expenses |
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TOTAL GENERAL & ADMINISTRATIVE EXPENSES |
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$
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$
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$
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PROFIT (LOSS) FROM OPERATION |
$
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$ (
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$
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$ (
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OTHER (EXPENSE) INCOME |
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Interest expense-related party |
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NET INCOME (LOSS) |
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$ (
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$
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$ (
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BASIC EARNING PER SHARE |
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WEIGHTED AVERAGE NUMBER OF |
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COMMON SHARES OUTSTANDING |
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FREE FLOW, INC. |
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Statement of Changes in Shareholders' (Deficit) |
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-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
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ADDITIONAL |
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COMMON STOCK |
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PREFERRED STOCK |
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PAID-IN |
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ACCUMULATED |
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TOTAL |
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SHARES |
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AMOUNT |
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SHARES |
AMOUNT |
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CAPITAL |
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DEFICIT |
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Series -A |
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Balance, December 31, 2019 |
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Profit for the quarter ended June 30, 2020 |
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BALANCE, DECEMBER 31, 2018 |
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==================================================================================================================================== |
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FREE FLOW, INC. & SUBSIDIARY ACCURATE AUTO PARTS, INC. |
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Statements of Cash Flow |
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Six month |
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Six month |
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Ended |
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Ended |
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June 30, |
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June 30, |
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2020 |
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2019 |
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CASH FLOW FROM OPERATING ACTIVITIES |
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$
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$ (
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(Increase) in Other Assets - |
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(Increase) Decrease in Prepaid Expenses |
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Increase (Decrease) in Intercompany |
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(Increase) Advance for Inventory Purchases |
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Increase (Decrease) in Accounts due to figure roundoff |
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Increase (Decrease) in Accounts Payable |
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(Increase) Trade Receivables |
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(Increase) Decrease in Inventory |
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NET CASH USED IN OPERATING ACTIVITIES |
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CASH FLOW FROM FINANCING ACTIVITIES |
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Proceeds from notes payable - related parties |
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$ (
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$
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Increase (decrease) in Prepaid for Asset Purchase |
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Proceeds from Subscription not yet accepted |
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Proceeds from Loan from River Valley Bank |
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Proceeds from Loan from PayPal |
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Proceeds from Loan from SBA |
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(Increase) in Fixed Assets - Land, Building |
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Proceeds from sale of shares |
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Proceeds from Accounts Payable - trade (Decrease in Accounts Payable) |
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
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NET INCREASE (DECREASE) IN CASH |
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CASH AT BEGINNING PERIOD |
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CASH AT END PERIOD |
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$
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$
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Free Flow, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2020
(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 June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2020 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, 2019 filed with the SEC on April 29, 2020.
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 established itself as a stable ongoing business entity with established revenues and / or sufficient reserves to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also 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 has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management has obtained working capital line of credit from its commercial bank 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 fulfill the purchase orders 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
In February 2015, the company incorporated a subsidiary, Promedaff, Inc. and purchased a skin care product line and formulations for $
Proposals form renowned manufacturers of auto shredding equipment have been received and are being evaluated to determine the most suitable and competitive supplier. The initial plan is laid out to have an output of 3,000 to 5,000 tons of shredded steel per month.
As was reported in 10Qs for the earlier quarters as well as in 10Ks for the Annual reports, on February 4, 2016 the company incorporated another subsidiary in the State of Virginia under the name 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. with the objectives of acquiring real estate property, and has remained dormant until any business is transacted.
On January 4, 2017 a subsidiary named City Autos, Corp. was incorporated in the Commonwealth of Virginia which remained dormant until July 21, 2020 whereby a business license has been obtained and City Auto is preparing to start business of auto “Lease – Rent To Own”. The premises were already zoned for use as an Auto Dealership, and there existed a used car deanship operated by the former owners. City Autos is preparing to obtain a dealership license from the State and expects to start with a 50 cars fleet to Lease – Rent to own.
NOTE 4 – RELATED PARTY
As of December 31, 2019, the Company had a note payable in the amount of $
NOTE 5 – CAPITAL STOCK
The Company has authorized
Pursuant to the resolution of the shareholders meeting held on March 30, 2015 the Company designated
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 $
On March 31, 2015 an amount of $
On June 30, 2017 total preferred shares issued and outstanding are
January 1, 2019, by consent of the related party note holder i.e., by Redfield Holdings, Ltd. the debt for a sum of $
On April 2, 2019, in a private transaction the Company accepted a sum of $
NOTE 6 – SUBSEQUENT EVENT S
None.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS 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
N.B. Market conditions may change, which my adversely affect the future results.
Accurate Auto Parts, Inc. the Company’s used auto parts subsidiary has made a sale of $280,780 of Automobile Parts and Services. The Company continues seeking additional sales both in the domestic and international markets.
In May 2020 the company hired a marketing manager as independent contractor to develop marketing strategy and thus improve sales. Thus far, the ground work has been completed and a data base has been complied. The Company is already seeing an increase in sales compared to the same period last year.
Regarding scrap metal processing: Motors & Metals, Inc., the subsidiary which is licensed to operate as scrap metal processor completed its scope of equipment and machinery and thereafter, on July 4, 2020 the company received a firm quotation from an equipment manufacturer. The cost of the project is estimated at $9,000,000 with a projected EBITDA of about 20% on an estimated annual revenue of $10,000,000. Financing arrangements are currently being worked upon and the Company expects to secure and firm up the plans as soon as possible. Due to Covit19, the response from Investors and Lenders/Equipment Leasing companies is rather slow.
However, the surveyors have completed the demarcation of the property, the area dedicated to the scrap metal processing has been determined to be around 9 acres. Motors & Metals, Inc. is beginning the clean-up process. Equipment is being purchased and operators have been hired.
A firm contract with the machinery suppliers will be executed as soon as financing is arranged.
City Autos, Corp. – the subsidiary of the Company has received the business license to operate as used car dealership which encompasses the business of auto leasing and renting. Application to the DMV in the Commonwealth of Virginia will soon be filed to obtain the dealer license. City Autos plans to confine its business to auto “Lease – Rent To Own” only. The model City Autos has chosen is a weekly program to Lease – Rent To Own on affordable weekly payments. City Autos plans to stay with a 50 cars fleet until such time that adequate staff is hired and trained.
RESULTS OF OPERATIONS
The Company did recognize revenue for a sum of $280,780 during the six months ended June 30, 2020 and $147,569 of revenues during the six month ended June 30, 2019. While the net revenues for the period ended June 30, 2020 were higher by $ $133,210 than for the same period during 2019 and the Cost of Goods Sold was higher by $22,113 during the period ended June 30, 2020 as compared to the same period during 2019. This 14 % increase in cost of goods sold was due to less number of automobiles being dismantled while the overheads for dismantling remained the same. The general and administrative expenses for the period ended June 30 2020 were $29,117 as compared to $103,750 for the same period during 2019. During the period of 2019 the Company was making purchases in excess to what it did during the same period in 2020, excess purchases lead to excess administrative expenses. Also because the company is now in a stabilized mode and costs are being controlled.
During the six months ended June 30, 2020 the company recognized a gross profit of $189,383 as compared to $69,283 for the corresponding period in the year 2098, this increase of $111,097 in Gross profit equates to approximately 14% as compared to the six months ended June 2019.
During the six month ended June 30, 2020 the company recognized a net operating profit of $105,072 as compared to a loss of $105,522 for the corresponding period in the year 2019, this increase in net operating profit by $210,593 is due to the fact that the sales were higher by $133,210 and the fixed administrative, professional and financial expenses were significantly low thus yielding a higher margin of profit. .
The Company began selling on eBay and continues to attain a rating of five star (5/5). This excellent rating is based on review by the customers. Uploading the inventory is a lengthy and slow process (to log on inventory with photographs and price) on the eBay platform.
Management has opted to provide for the depreciation of equipment, trucks and building at the end of the year instead of providing for it on quarterly basis.
LIQUIDITY
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2019, 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.
Balance Sheet:
On June 30, 2020 the Company had total current assets of $1,258,048 consisting of $178,887 in cash and $150,409 in trade receivables, and $61,817 in Advances for Purchases and $859,706 in inventory As on June 30, 2019 the Company has a total current assets of $896,976 consisting of $7,226 in cash and $107,091 in trade receivables, and $776,588 in inventory at cost.
EQUITY LINE OF CREDIT
The Company has obtained an equity line of credit from River Valley Bank, additionally personally guaranteed by the CEO, Mr. Sabir Saleem against which, a sum of $340,512 was drawn as on June 30, 2020. The line of credit is being used for operating expenses, primarily for purchase of inventory.
OTHER LOANS
As of June 30, 2020 the Company had an outstanding loan from PayPal in the amount of 49,349 and received a loan under SBA Payroll Protection and Economic Injury Disaster Loan in the amount of $178,490.
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 $249,655 for the year ending December 31, 2018.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES AB O UT MARKET RISKS
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
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 June 30, 2020, 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
None.
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 14, 2020 By: /s/ Sabir Saleem
______________________________
Sabir Saleem, Chief Executive Officer,
Chief Financial and Accounting Officer