Free Flow Inc. Files 10-K/A Amendment for Audit Certificate

TL;DR

FFLO 10-K/A filed June 5, 2024, just adds the audit certificate. No other changes.

AI Summary

Free Flow, Inc. filed an Amendment No. 1 to its Form 10-K for the period ended December 31, 2023, on June 5, 2024. The sole purpose of this amendment is to provide the Audit Certificate, which was unavailable at the original filing. No other disclosures or financial information within the original 10-K have been altered.

Why It Matters

This filing clarifies that the original 10-K remains unchanged, with the amendment solely addressing a procedural requirement for the audit certificate.

Risk Assessment

Risk Level: low — The amendment is purely procedural and does not introduce new financial risks or alter existing disclosures.

Key Players & Entities

• Free Flow, Inc. (company) — Filer of the 10-K/A amendment
• December 31, 2023 (date) — Fiscal year end for the original 10-K
• June 5, 2024 (date) — Filing date of the 10-K/A amendment

FAQ

Key Financial Figures

• $2,000,000 — care product line and formulations for $2,000,000 against a promissory note. An e commerc
• $700,000.00 — property) to purchase the property for $700,000.00. In October 2018, the Company, singly
• $900,100.00 — edible Bank) Minnesota in the amount of $900,100.00. The 19+ acre property in King George,
• $0.0001 — 0,000 common shares with a par value of $0.0001 per share and 20,000,000 preferred shar
• $330,000 — outstanding in the principal amount of $330,000 plus interest payable to GS Pharmaceuti
• $58,000 — s "B". On March 31, 2015, an amount of $58,000 was subscribed by Redfield Holdings, Lt
• $0.0008 — one director for cash in the amount of $0.0008 per share for a total of $20,000. 5
• $20,000 — unt of $0.0008 per share for a total of $20,000. 5 On December 6, 2011, the Company
• $0.000833 — International for cash in the amount of $0.000833 per share for a total of $1,000. On A
• $1,000 — t of $0.000833 per share for a total of $1,000. On August 1, 2014, the Company issue
• $1 — k issued to Redfield Holdings, Ltd. for $1 each for a total of $300. On March 31
• $300 — ldings, Ltd. for $1 each for a total of $300. On March 31, 2015, the Company issue
• $14,490.00 — on shares – under rule 144 for a sum of $14,490.00 to an existing shareholder. On January
• $470,935 — Sabir Saleem) the debt in the amount of $470,935 was booked as capital in the subsidiary
• $10,000 — on shares – under rule 144 for a sum of $10,000 to a third party. COMPANY OVERVIEW S

Filing Documents

• fflo-20231231.htm (10-K/A) — 513KB
• fflo_ex31z1.htm (EX-31.1) — 6KB
• fflo_ex32z1.htm (EX-32.1) — 4KB
• fflo10ka_1.jpg (GRAPHIC) — 5KB
• fflo10ka_2.jpg (GRAPHIC) — 13KB
• fflo10ka_3.jpg (GRAPHIC) — 6KB
• 0001096906-24-001310.txt ( ) — 2662KB
• fflo-20231231_cal.xml (EX-101.CAL) — 33KB
• fflo-20231231_def.xml (EX-101.DEF) — 79KB
• fflo-20231231_lab.xml (EX-101.LAB) — 163KB
• fflo-20231231_pre.xml (EX-101.PRE) — 138KB
• fflo-20231231.xsd (EX-101.SCH) — 30KB
• fflo-20231231_htm.xml (XML) — 213KB

Business

Business 4 ITEM 1A

Risk Factors

Risk Factors 7 ITEM 1B Unresolved Staff Comments 11 ITEM 2

Properties

Properties 11 ITEM 3

Legal Proceedings

Legal Proceedings 11 ITEM 4 Mine Safety Disclosures 11 PART II ITEM 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 12 ITEM 6

Selected Financial Data

Selected Financial Data 12 ITEM 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 ITEM 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 15 ITEM 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 15 ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16 ITEM 9A

Controls and Procedures

Controls and Procedures 16 ITEM 9B Other Information 17 PART III ITEM 10 Directors, Executive Officers, and Corporate Governance 17 ITEM 11

Executive Compensation

Executive Compensation 19 ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20 ITEM 13 Certain Relationships and Related Transactions, and Director Independence 21 ITEM 14 Principal Accounting Fees and Services 22 PART IV ITEM 15 Exhibits, Financial Statement Schedules 22

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO FREE FLOW, INC. ("FREE FLOW") PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE FREE FLOW'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: FREE FLOW'S ABILITY TO IMPLEMENT ITS BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; FREE FLOW'S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS DOCUMENT OR IN OTHER OF FREE FLOW'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. FREE FLOW IS UNDER NO OBLIGATION, TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. For further information about these and other risks, uncertainties and factors, please review the disclosure included in this report under Item 1A "Risk Factors." PART I

BUSINESS

ITEM 1. BUSINESS HISTORY Free Flow, Inc. (the "Company" or "Free Flow") was incorporated on October 28, 2011 under the laws of State of Delaware to enter the green energy industry. The Company began with the idea of developing swimming pool solar pump system to create a blend of green energy harvesting while maintaining the present system. Having received firm enquiries from overseas farmers, Free Flow began with focus on the sale of solar panels to the agriculture sector, providing alternate means of electricity to operate pumps for water wells in India and Pakistan. In August 2014 the Company contracted to acquire as its subsidiary a special purpose entity in India but the contract was not effectuated due to the Sellers' inability to comply with the terms of the contract, viz-a-viz to provide Audited Financial statements of the entity being acquired. 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". In October 2015, the company entered into a Sales Contract (the "Sales Contract") pursuant to which the Company contracted to sell to Salim's Paper Private Limited, Jaipur, India (the "Purchaser"), with a principal place of business at SP-6 SKS Industrial Area, Reengus Sikar, Rajasthan, India 330 404; Tissue Paper comprising 30,000 Metric Tons (MT), to be shipped in five (5) years at the rate of 6,000 MT per annum. Shipments to commence within twelve (12) months from the date of signing of the Contract at a price to be determined on a quarterly basis based on the current index price for wood pulp as quoted on the Chicago Indes by FOEX Indexes, Ltd. In accordance with the terms of the Sales Contract the Purchaser has caused a pre-advice from

RISK FACTORS

ITEM 1A. RISK FACTORS DUE TO FACTORS BEYOND HUMAN CONTROL, OUR BUSINESS IS A NOT STABLISED AND THERE ARE STILL "THING TO HAPPEN" AND THEREFORE RISKY. We have not had a complete smooth year 2023; mainly due to COVID 19 that led to scarcity of skilled as well as unskilled workers. It was not easy to find wrecked and end of life vehicles and the prices had sky-rocked while the price of parts did not increase in the same ratio. Beginning January 2022, the company decided to suspend its used auto parts business and sold almost all its inventory as scrap metal. The business was focused on sale of scrap metal to overseas buyers. Due to political turmoil in the buyers' country, the consistency of shipment could not be maintained. Potential investors should be made aware of the risk and difficulties being encountered by the company. 7 WE HAVE HISTORICALLY INCURRED LOSSES AND CANNOT ASSURE INVESTORS AS TO FUTURE PROFITABILITY. Like most business that are dependent on a number of factors including but not limited to market conditions, and acts of God, like COVID 19, and political turmoil in the buyers' country there can be no assurance to investors for future profitability. We had historically incurred losses from operations. However, during the year ended December 31, 2021, we have recognized a profit of $543,898; which sum is included in as "other income" and had resulted from the dismantling of automobiles and recovering of useable OEM parts, while the operating results showed a loss of $121,197.00. In the year 2022 we incurred an operating loss of $342,362; and the net adjusted loss due to sale of inventories amounted to $2,418,950. During the year 2021 the company made a gain in the amount of $691,657 due to inventory valuation based on actual recovery of saleable inventory upon dismantling of automobiles. Notwithstanding the above disclosures, the fair market value of the real estate owned by the Company far exceeds the book value. The book value shows an amount

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