UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
|
Commission file number
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction |
|
(IRS Employer |
|
of incorporation) |
Identification No.) |
(Address of Principal Executive Offices)
(
(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.
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 |
☐ |
|
|
|
☒ |
Smaller reporting company |
|
|
|
|
|
Emerging growth 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
Applicable Only to Issuer Involved in Bankruptcy Proceeding During the preceding 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 PINK |
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
1
ITEM 1. FINANCIAL STATEMENTS
|
FREE FLOW USA, INC. & SUBSIDIARIES |
|||||
|
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||
|
|
|
|
|
|
|
|
|
|
As of |
|
As of |
|
|
|
|
June 30, |
|
December 31, |
|
|
|
2025 |
|
2024 |
|
|
|
|
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
ASSETS |
|
||||
|
Current Assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
$
|
|
$
|
|
|
|
Trade and other Receivables - current |
|
|
|
|
|
|
Refund due from IRS - ERTC |
|
|
|
|
|
|
Note Receivable |
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|||
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
Accounts Payable |
$
|
|
$
|
|
|
TOTAL CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities |
|
|
|
|
|
|
|
SBA EIDL |
|
|
|
|
|
|
Incredible Bank |
|
|
|
|
|
TOTAL LONG TERM LIABILITIES |
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Preferred Stock |
|
|
|
|
|
|
|
Series B;
|
|
|
|
|
|
|
Series C;
|
|
|
|
|
|
Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
Preferred Stock ($
|
|
|
|
|
|
|
Common stock, ($
|
|
|
|
|
|
|
Additional Paid in capital |
|
|
|
|
|
Subscription received - pending acceptance |
|
|
|
|
|
|
|
Current year Profit (Loss) |
(
|
|
|
|
|
|
(Accumulated Deficit) / Net worth, brought forward |
(
|
|
(
|
|
|
|
(Accumulated Deficit) / Net worth |
|
|
|
|
|
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT) |
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements |
|
|||
2
|
FREE FLOW USA, INC. & SUBSIDIARIES |
||||||||||
|
Unaudited Condensed Consolidated Statements of Income |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
Three Months Ended June 30, |
|
|
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
|
|
|
|
$
|
|
|
|
|
Cost of Goods Sold |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
|
|
|
|
|
|
|
|
|
Financial expenses |
|
|
|
|
|
|
|
|
|
|
Total General & Administrative Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss |
(
|
|
(
|
|
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
Gain on Sale of Assets |
|
|
|
|
|
|
|
|
|
|
|
Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) before Provision of Income Taxes |
(
|
|
|
|
(
|
|
(
|
|
|
|
|
Provision for Income Taxes |
|
|
|
|
|
|
|
|
|
|
|
Net (Loss) Income |
(
|
|
|
|
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share |
(
|
|
|
|
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements |
|
|
||||||||
3
|
FREE FLOW USA, INC. & SUBSIDIARIES |
||||||||||||||||||||||||
|
Unaudited Condensed Consolidated Statements of Stockholders' Equity |
||||||||||||||||||||||||
|
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
||||||||||||||||||||||||
|
|
|
|
|
|
Six Months Period ended June 30, 2025 |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
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, 2025 |
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
$
(
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Balance as of March 31, 2025 |
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
$
(
|
|
$
(
|
|||||||||
|
Balance as of June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
Six Months Period ended June 30, 2024 |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
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, 2024 |
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
Subscription Received |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|||||||||
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Balance as of March 31, 2024 |
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Shares Issued |
|
|
$
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|||||||||
|
Net Loss |
|
|
|
|
|
|
|
|
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
Balance as of June 30, 2024 |
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
(
|
|
$
(
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements |
||||||||||||||||||||||||
4
|
FREE FLOW USA, INC. & SUBSIDIARIES |
|
|
||||||
|
Unaudited Condensed Consolidated Statements of Cash Flows |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
||
|
|
|
|
2025 |
|
2024 |
|
|
|
|
CASH FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|||
|
|
Net (Loss) / Income |
$
(
|
|
$
|
|
|
||
|
|
Adjustments to reconcile net income to net cash provided |
|
|
|
|
|||
|
|
by operating activities: |
|
|
|
|
|
||
|
|
Gain on disposal of fixed assets |
|
|
(
|
|
|
||
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
||
|
|
Trade Receivables |
(
|
|
(
|
|
|
||
|
|
Inventories |
|
|
|
|
|
||
|
|
Trade Payable |
(
|
|
|
|
|
||
|
|
Note Payables |
|
|
(
|
|
|
||
|
|
Incredible Bank Loan - Express Loan |
|
|
(
|
|
|
||
|
|
Incredible Bank Loan - PLP Loan |
|
|
(
|
|
|
||
|
|
|
NET CASH USED IN OPERATING ACTIVITIES |
(
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM INVESTING ACTIVITIES |
|
|
|
|
|
|||
|
|
Proceeds from disposal of fixed assets |
|
|
|
|
|
||
|
|
Note Receivables |
|
|
(
|
|
|
||
|
|
|
NET CASH PROVIDED BY INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
|
|||
|
|
Proceeds from Subscription Money |
|
|
|
|
|
||
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) IN CASH AND CASH EQUIVALENTS |
(
|
|
(
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD |
$
|
|
$
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financial Statements |
||||||||
5
Free Flow USA, Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTIONS
Free Flow USA, Inc. (the "Company") was incorporated on October 28, 2011, as Free Flow, Inc. (Name changed to Free Flow USA, Inc. on May 28, 2024) under the laws of the State of Delaware to enter the green energy industry. It began with the idea of developing a swimming pool solar pump system. The solar energy business became very volatile due to a constant decline in the 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 Parts, Inc.”) and began the business of selling used auto parts.
Accurate Auto Parts, Inc. sold its assets in March 2024 and paid off a significant portion of its debts, which were secured by the property that was sold.
The other active subsidiaries, namely Motors & Metal, Inc., City Autos, Corp., and FFLO Auto Auction, Inc., also suspended their operations as all entities were operating from the premises that were sold. The company moved its corporate office to New Jersey, where it entered into a contract to acquire a pharmaceutical company. The entity being acquired failed the due diligence because their auditors could not provide a clean audited report. Since then, the company has looked into several acquisition opportunities and is expecting to soon have a positive conclusion.
Since the sale of the operating assets, the company is active in processing scrap metal through sub-contracting and is awaiting the conclusion of a contract in the near future.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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”) has been condensed or omitted. These 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. These 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, 2024, filed with the SEC on April 14, 2025.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and disclosure of contingent assets and liabilities at the date the unaudited condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all cash on hand and in banks, certificates of deposit, and other highly liquid investments with maturities of a year or less, when purchased, to be cash and cash equivalents.
Revenue Recognition
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods and services to customers, in an amount that reflects the consideration to
6
which the Company expects to be entitled in exchange for fulfilling those performance obligations. This involves following a five-step process:(1) identify the contract(s) with a customer, (2) identify each performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to each performance obligation: and (5) recognize revenue when or as each performance obligation is satisfied.
Basic Income / (Loss) Per Share
Basic income per share is calculated by dividing the Company’s net income/(loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year.
Recent Accounting Pronouncements
From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards-setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements upon adoption.
NOTE 3- 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 insufficient 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 $1,188,339 since its inception, thus requiring greater sales for its contemplated operational and marketing activities to take place. The Company's ability to increase additional sales in 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 raises 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. The current receivables are in excess to current payables, so there is no immediate fear in meeting its current obligations.
NOTE 4 – INCORPORATION OF SUBSIDIARY
In February 2015, the company incorporated a subsidiary, Promedaff, Inc., and purchased a skin care product line and formulations for $
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 was doing business of buying end of life and salvage vehicles and selling auto parts. The assets of this subsidiary were sold in March 2024, however it continues to seek a subcontractor to continue the business.
On April 17, 2018, the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. the objective of acquiring real estate property, which plan is expected to finally materialize. Once a contract is concluded, then the information will be made public.
On January 4, 2017, the company incorporated in Virginia another subsidiary named City Autos, Corp. with the objectives of operating an auto dealership and had commenced operations. Free Flow Auto Auction, an online auto auction platform was also set up. Due to sale of the premises, both these entities remain inactive.
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
7
through an amicable settlement, were resold to the seller in January 2022 due to the reason that the company failed to obtain to financing to redeem the promissory note given to the Seller.
NOTE 5 – RELATED PARTY
There were no related party transactions that needed to be reported for the current period.
NOTE 6 – CAPITAL STOCK
The Company's capitalization is
Of the 20,000,000 authorized Preferred Stock, the company has designated
On November 22, 2011, the Company issued a total of
On December 6, 2011, the Company issued a total of
On August 1, 2014, the Company issued
On March 30, 2015, the Company issued
On December 31, 2014, the Company had a Note outstanding in the principal amount of $
On December 31, 2018, the Company had a Note outstanding in the principal amount of $
On April 2, 2019, the Company received a sum of $
As of December 31, 2019, the Company had
As of December 31, 2023, the Company had
As of December 31, 2024, the Company had
NOTE 7 – SUBSEQUENT EVENT S
Auto Parts Division:
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to the year ended December 31, 2024 to the date these financials statements were issued, and determined that there is not material subsequent event to disclose in these financial statements.
1. A few merger and acquisition proposals are also being considered. Once any firm negotiation is arrived at, then appropriate announcements shall be made public
8
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:
There has been nominal business activity. The company is in good standing as there are Notes Receivable and Payables, which, until these are redeemed, the company has to stay in existence.
Motors & Metal, Inc. – Progress discussed as under:
Motors & Metals, Inc. is active in the scrap metal trading and processing business, but no transaction has materialized as yet.
Accurate Investments, Inc:
This entity is also in good standing and continues to pursue investment opportunities. No significant transaction has concluded yet.
City Autos, Corp.:
The Department of Motor Vehicles has been advised that the company will stay dormant until further notice.
RESULTS OF OPERATIONS
The Company did not recognize any revenues during the six months ended June 30, 2025, and revenues of $6,123 during the six months ended June 30, 2024. The net revenues for the period ended June 30, 2025, were less by $6,123 than for the same period during 2024, and the Cost of Goods Sold was less by $ 3,785 during the period ended June 30, 2025, as compared to the same period during 2024. There is no Gross Profit or Loss as on June 30, 2025, as compared to the Gross Profit of $ 2,338 for the same period during 2024.
During the six months ended June 30, 2025, the Company incurred operational expenses of $ 41,856. This compares to $ 382,879 for the six months ended June 30, 2024. This decrease in operational expenses is due to a decrease in professional and financial expenses.
During the six months ended June 30, 2025, the company recognized a net loss of $ 26,844 as compared to the net gain of $ 821,314 for the corresponding period in the year 2024, thus recognizing a significant decrease as compared to the six months ended June 30, 2024, due to gain on sale of assets.
The tax returns for the previous year have been filed, and due to a loss, there is no tax liability.
The Company’s office continues at 9243 John F. Kennedy Blvd. Suite 104, North Bergen, NJ 07047.
9
LIQUIDITY
The Independent Registered Public Accounting Firm’s report on the Company’s Financial Statements as of December 31, 2024, and for each of the preceding years then ended, includes a “Going Concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.
On June 30, 2025, the Company had total current assets of $429,726, consisting of $60,765 in cash and $36,232 in trade receivables, a refund due from the IRS $ 32,730, a note receivable against second trust of the property in the amount of $ 300,000, and no Inventory.
NEED FOR ADDITIONAL CAPITAL
The Company does not have sufficient capital 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 c
REVENUE RECOGNITION
The Company applies FASB Accounting Standard Codification (“ASC”) 606, Revenue from Contractors with Customers (Topic 606) (“ASC 606”), to recognize revenue. ASC 606 requires an entity to apply the following five step approach: (1) identify the contract(s) with a customer, (2) identify each performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to each performance obligation: and (5) recognize revenue when or as each performance obligation is satisfied.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES AB O UT 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 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 were no changes in our internal control over financial reporting during the period ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
10
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTOR
Not Applicable to Smaller Reporting Companies.
ITEM 1 B . UNRESOLVED STAFF COMMENTS
None
ITEM 1 C . CYBERSECURITY
Risk Management and Strategy
Our Company is committed to continuously assessing cybersecurity risks, including the prevention, detection, and response to unauthorized actions within our information systems that may compromise the confidentiality or availability of our data or systems. We are using a firewall solution that monitors all kinds of web traffic and any kind of data leaks that may occur, as well as a centralized automatic antivirus/antimalware/patch system, in order to make sure all the servers and clients hold the latest patches in order to avoid security breaches. The Company’s data is stored on a daily basis.
As we grow, we plan to refine our cybersecurity strategy in line with global best practices and standards.
Governance
Acknowledging the critical importance of cybersecurity, our management and Board are dedicated to maintaining the trust and confidence of our business partners and employees. This includes managing cybersecurity risks as an integral component of our overall risk management framework. While cybersecurity responsibility is shared across all employees, our Board plays a pivotal role in the oversight of our risk management processes, including cybersecurity threats.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Preferred Shares
On March 30, 2015, the Company had 10,000 shares issued and outstanding of Preferred Shares – Series A stock to Redfield Holdings, Ltd. for $1 each. On December 31, 2014, the Company had a Note outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuticals, Inc. On March 30, 2015, by mutual consent, this note and accrued interest were converted to 330,000 preferred shares – Series “B”. On November 1, 2018, the Company designated 500,000 preferred shares – Series “C” as mezzanine capital for its wholly owned subsidiary, namely Accurate Auto Parts, Inc., to be redeemed upon repayment of a loan made by River Valley Bank to Accurate Auto Parts, Inc. for the purchase of property and working capital. The loan from Redfield Holdings, Ltd., with the consent of Redfield Holdings, Ltd., was transferred in the corporate books to show the transfer of the loan amount of $470,935 against the issuance of 470,935 preferred shares – Series “C”. All of the above Preferred Shares were issued to Redfield Holdings Ltd., which is100% owned by Mr. Sabir Saleem, the CEO of the Company. On September 28, 2024, as per the request of Mr. Sabir Saleem, all of the above-preferred shares were transferred from Redfield Holdings Ltd. to Mr. Sabir Saleem, being the sole beneficial owner from day one; such transfer has no material effect due to the change of name of the shareholder.
Common Shares
On April 2, 2019, the Company received a sum of $14,490 against the issuance of 21,000 restricted common shares. On May 1, 2023, the Company received a sum of $10,000 against the issuance of 35,000 restricted common shares. On May 11, 2023, in a private transaction, the Company accepted a sum of $1,000 against the issuance of 1,000,000 restricted Common shares of the Company. On December 30, 2023, in a private transaction, the Company accepted a sum of $10,000 against the issuance of 50,000 restricted Common shares of the Company. On July 29, 2024, in a private transaction, the Company accepted a subscription agreement against the issuance of 1,000,000 for a sum of $200,000. On September 28, 2024, in a private transaction, the Company accepted a subscription agreement against
11
the issuance of 3,073,100 Restricted Common shares for $307.00. The price of all common shares issued has been arbitrarily fixed .
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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
12
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 USA, Inc. |
|
|
|
|
Registrant |
|
|
|
|
|
|
|
|
|
|
|
|
Dated: August 11, 2025 |
|
By: |
/s/ Sabir Saleem |
|
|
|
|
Sabir Saleem, Chief Executive Officer, |
|
|
|
|
Chief Financial and Accounting Officer |
13