Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________ to ___________
Commission file number: 000-54868
FREE FLOW, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 45-3838831
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(State of Incorporation) (IRS Employer ID Number)
2301 WOODLAND CROSSING DRIVE, SUITE 155, HERNDON, VA 20171
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(Address of principal executive offices)
(703) 789-3344
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(Registrant's Telephone number)
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(Former Address and phone of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing requirements for
the past 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 for Regulation S-T (ss.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 file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "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 [ X ]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of September 5, 2014, there were 26,200,000 shares of the registrant's common
stock issued and outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements (Unaudited) 2
Condensed Balance Sheets - June 30, 2014 and
December 31, 2013 (Audited) 3
Condensed Statements of Operations -
Three and six months ended June 30, 2014 and 2013 and
From Inception (October 28, 2011) to June 30, 2014 4
Statements of Changes in Shareholders' Equity (Deficit) -
From Inception (October 28, 2011) to June 30, 2014 5
CondensedStatements of Cash Flows - Six months ended
June 30, 2014 and 2013 and
From Inception (October 28, 2011) to June 30, 2014 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
- NOT APPLICABLE
Item 4. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -NOT APPLICABLE 13
Item 1A. Risk Factors - NOT APPLICABLE 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
- NOT APPLICABLE
Item 3. Defaults Upon Senior Securities - NOT APPLICABLE 13
Item 4. Mine Safety Disclosure - NOT APPLICABLE 13
Item 5. Other Information - NOT APPLICABLE 13
Item 6. Exhibits 14
SIGNATURES 15
-1-
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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-2-
FREEFLOW, INC.
(A Development Stage Company)
Condensed Balance Sheets
------------------------------------------------------------------------------------------------------------
As of As of
June 30, December 31,
2014 2013
(Unadited) (Audited)
------------------ ------------------
CURRENT ASSETS
Cash $ 50 $ 237
Prepaid expenses 1,892 -
------------------ ------------------
1,942 237
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT, NET - 718
------------------ ------------------
TOTAL ASSETS $ 1,942 $ 955
================== ==================
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,800 $ 2,940
Notes payable -related party 3,700 10,000
Accrued interest - 617
------------------ ------------------
TOTAL CURRENT LIABILITIES 5,500 13,557
LONG-TERM LIABILITIES
Accrued interest - 117
Notes payable -related party - 12,468
------------------ ------------------
TOTAL LONG-TERM LIABILITIES - 12,585
------------------ ------------------
Total Liabilities 5,500 26,142
------------------ ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($0.0001 par value, 20,000,000 shares
authorized; zero shares issued and outstanding
as of June 30, 2014 and December 31, 2013 - -
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 26,200,000 shares issued and outstanding
as of June 30, 2014 and December 31, 2013 2,620 2,620
Additional paid-in capital 56,246 18,380
Deficit accumulated during development stage (62,424) (46,187)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (3,558) (25,187)
TOTAL LIABILITIES &
------------------ ------------------
STOCKHOLDERS' EQUITY (DEFICIT) $ 1,942 $ 955
================== ==================
The accompanying notes are an integral part of these financial statements.
-3-
FREEFLOW, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
-------------------------------------------------------------------------------------------------------------------------
OCTOBER 28, 2011
3 MONTHS 3 MONTHS 6 MONTHS 6 MONTHS (INCEPTION)
ENDED ENDED ENDED ENDED THROUGH
JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2014 2013 2014 2013 2014
-------------- ------------- ------------- ------------- --------------
REVENUES
Revenues $ $ - $ $ - $
-------------- ------------- ------------- ------------- --------------
TOTAL REVENUES - - - - -
General & Administrative Expenses
Administrative expenses 818 1,645 7,750 2,051 19,280
Professional fees 2,740 2,250 8,190 9,950 36,690
Depreciation Expense - 57 57 114 480
Amortization Expense - - - 5,000
-------------- ------------- ------------- ------------- --------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 3,558 3,952 15,997 12,115 61,450
-------------- ------------- ------------- ------------- --------------
LOSS FROM OPERATION (3,558) (3,952) (15,997) (12,115) (61,450)
-------------- ------------- ------------- ------------- --------------
OTHER EXPENSE
Interest expense-related party - 111 240 211 974
TOTAL OTHER EXPENSES - 111 240 211 974
NET INCOME (LOSS) $ (3,558) $ (4,063)$ $ (16,237) $ (12,326) $ (62,424)
============== ============= ============= ============= ==============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $
============== ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 26,200,000 $ 26,200,000 $ 26,200,000 $ 26,200,000 $
============== ============= ============= =============
The accompanying notes are an integral part of these financial statements.
-4-
FREEFLOW, INC.
(A Development Stage Company)
Statement of changes in Shareholders' Equity (Deficit)
From October 28, 2011 (Inception) through June 30, 2014 (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------
DEFICIT
ADDITIONAL ACCUMULATED
COMMON STOCK PAID-IN DURING TOTAL
SHARES AMOUNT CAPITAL DEVELOPMENT
STAGE
------------------------------------------------------------------------------------------------------------------------------------
Balance, October 28, 2011 ( Inception) - $ - $ - $ - $ -
Common stock issued, November 22, 2011 at $0.0008 per share 25,000,000 2,500 17,500 - 20,000
Common stock issued, December 6, 2011 at $0.000833 per share 1,200,000 120 880 1,000
Loss for the period beginning October 28, 2011 (inception)
to December 31, 2011 (2,893) (2,893)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2011 26,200,000 $ 2,620 $ 18,380 $ (2,893) $ 18,107
====================================================================================================================================
Loss for the year ended December 31, 2012 (19,971) (19,971)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2012 26,200,000 $ 2,620 $ 18,380 $ (22,864) $ (1,864)
====================================================================================================================================
Loss for the year ended December 31, 2013 (23,323) (23,323)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2013 26,200,000 $ 2,620 $ 18,380 $ (46,187) $ (25,187)
====================================================================================================================================
Liabilities assumed in private stock purchase agreement
on April 18, 2014 37,866 37,866
Loss for the period ended June 30, 2014 (16,237) (16,237)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2014 (UNAUDITED) 26,200,000 $ 2,620 $ 56,246 $ (62,424) $ (3,558)
The accompanying notes are an integral part of these financial statements.
-5-
FREEFLOW, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(UNAUDITED)
OCTOBER 28, 2011
6 MONTHS 6 MONTHS (INCEPTION)
ENDED ENDED THROUGH
JUNE 30, JUNE 30, JUNE 30,
2014 2013 2014
--------------- --------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (16,237) $ (12,326) $ (62,424)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization expense 5,000
Depreciation expense 57 114 480
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable 10,945 2,141 13,885
(Increase) Decrease in prepaid expenses (1,892) (605) (1,892)
Increase in accrued interest 240 210 974
--------------- --------------- ----------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,887) (10,466) (43,977)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Equipment 0 0 (1,141)
Acquisition of Intangible Assets 0 (5,000)
--------------- --------------- ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES - - (6,141)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from notes payable - related party 6,700 3,600 29,168
Issuance of common stock - - 21,000
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,700 3,600 50,168
--------------- --------------- ----------------
NET INCREASE (DECREASE) IN CASH (187) (6,866) 50
CASH AT BEGINNING OF PERIOD 237 7,407 -
--------------- --------------- ----------------
CASH AT END OF PERIOD 50 541 50
=============== =============== ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ - $ - $ -
=============== =============== ================
Income Taxes $ - $ - $ -
=============== =============== ================
SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES
--------------- ----------------
Forgiveness from shareholders $ 37,866 $ 37,866
=============== ================
The accompanying notes are an integral part of these financial statements.
-6-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2014
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
---------------------------------------
The accompanying condensed financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at June 30, 2014, and
for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in the condensed
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2013 audited financial statements. The results of operations for the periods
ended June 30, 2014 and the same period last year are not necessarily indicative
of the operating results for the full years.
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 not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
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 secure other sources of financing and 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 - NOTES PAYABLE - RELATED PARTY
--------------------------------------
Since inception the Company received cash totaling $25,100 from S Douglas
Henderson in the form of a promissory. As of June 30, 2014 the amount due to S
Douglas Henderson was $0
Since inception the Company received cash totaling $368 from Nanette Myers a
non- related party in the form of a promissory. As of June 30, 2014 the amount
due to Nanette Myers was $0
-7-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2014
On March 13 2014, S. Douglas Henderson (the "Seller"), entered into a Common
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which the
Seller agreed to sell to Redfield Holdings, Ltd. On April 18, 2014 the sale of
the shares was completed at which time the full loan in the amount of $25,100 to
Douglas Henderson was waived per the purchase agreement. Also the Seller paid
all outstanding payable and the Company recorded $37,866 as additional paid-in
capital.
On June 30, 2014, the Company received loans totaling $3,700 loan from related
parties. These loans are at 0% interest with principle balance due prior to
December 30, 2014. As of June 30, 2014, accrued interest is $0.
NOTE 4 - STOCK PURCHASE AGREEMENT
---------------------------------
On March 13 2014, S. Douglas Henderson (the "Seller"), entered into a Common
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which the
Seller agreed to sell to Redfield Holdings, Ltd., a Delaware corporation (the
"Purchaser"), with a principal place of business at 2301 Woodland Crossing Dr.,
Suite 155, Herndon, VA 20171, the Twenty Five Million (25,000,000) shares of
common stock of the Registrant (the "Shares") owned by Mr. Henderson,
constituting approximately 95.4% of the Registrant's outstanding common stock,
for $255,000. Mr. Henderson paid off all liabilities of the company at that
time.
The sale of the Shares was completed on April 18, 2014. As a result of the sale
there was a change of control of the Registrant. The new Director of the company
is Ferinando Ferrara and the new CEO is Sabir Saleem. There was no family
relationship or other relationship between the Seller and the Purchaser.
Pursuant to the terms of the Common Stock Purchase Agreement dated March 13,
2014, S. Douglas Henderson, the Registrant's sole officer and director resigned
his positions on April 18, 2014. Mr. Henderson's resignation was not the result
of any dispute or disagreement with the Registrant.
NOTE 5 - CAPITAL STOCK
----------------------
The Company's capitalization is 100,000,000 common shares with a par value of
$0.0001 per share and 20,000,000 preferred stock, with a par value of $ 0.0001
per share.
On November 22, 2011, the Company issued a total of 25,000,000 shares of common
stock to one director for cash in the amount of $0.0008 per share for a total of
$20,000
On December 6, 2011, the Company issued a total of 1,200,000 shares of common
stock to Garden Bay International for cash in the amount of $0.000833 per share
for a total of $1,000.
As of June 30, 2014 the Company had 26,200,000 shares of common stock issued and
outstanding.
-8-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2014
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2014:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 26,200,000
shares issued and outstanding.
Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; no shares
issued and outstanding.
NOTE 6 - SUBSEQUENT EVENTS
-------------------------
On August 7, 2014 the purchase of 225,000 shares for $4,005,000 of Sky Energy
Private Ltd. (Delhi - India) was completed.
As per terms of the Stock Purchase Contract for $4+ million the addendum says
"this contract closing is extended until the date of delivery of the audit of
the acquiree, together with the consolidated financials of the acquirer, and is
to be effective on that date."
10,000 shares of the Authorized Preferred Shares have been designated as
"Preferred Shares - Series A ". Each share of Series A will carry 10,000 votes.
300 Preferred Shares have been issued to Redfield Holdings Ltd. for $1 each.
On August 1, 2014 the company purchased for a sum of $339,000 inventory,
(finished goods and raw material), trade mark of HYGIENiQ on deferred payment
basis from GS Pharmaceuticals. The transaction also included assignment of a
Joint Venture Agreement with Sanga Automobiles Pvt, Ltd. Jaipur, India.
According the this Joint Venture Agreement the Company will set up a subsidiary
in India to manufacture, market and sell HYGINEiQ line of products for domestic
sales in India."
-9-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------
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 FOLLOWING DISCUSSION AND ELSEWHERE IN
THIS REPORT AND IN ANY OTHER STATEMENT MADE BY, OR ON OUR BEHALF, WHETHER OR NOT
IN FUTURE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS 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 AND CONTINGENCIES, 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 FROM THOSE EXPRESSED IN ANY FORWARD LOOKING
STATEMENTS MADE BY, OR ON OUR BEHALF. WE DISCLAIM ANY OBLIGATION TO UPDATE
FORWARD-LOOKING STATEMENTS.
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT ON THE COMPANY'S
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013, AND FOR EACH OF THE YEARS IN THE
TWO-YEAR PERIOD THEN ENDED, INCLUDES A "GOING CONCERN" EXPLANATORY PARAGRAPH,
THAT DESCRIBES SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
GOING CONCERN.
PLAN OF OPERATIONS
We are a development stage company and have generated no revenues since
inception (October 28, 2011). Because of the change in control, as disclosed in
the Form 8-K filed with the SEC on May 5, 2014, the Registrant is going in a new
business direction, as discuss below in Plan of Operations. The income
statements for the period ended June 30, 2014 and for prior periods are not
indicative of the Registrant's proposed new business.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2014 COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2013
During the three months ended June 30, 2014 and 2013, the Company did not
recognize any revenues from it operational activities.
During the three months ended June 30, 2014, the Company incurred operational
expenses of $3,558. During the three months ended June 30, 2013, the Company
incurred operational expenses of $3,952. The decrease of $394 was primarily a
result of a $827 decrease in general and administrative expenses and a $57
decrease in depreciation expenses combined with a $490 increase in professional
fees.
During the three months ended June 30, 2014, the Company recognized a net loss
of $3,558 compared to a net loss of $4,063 during the three months ended June
30, 2013.
-10-
FOR THE SIX MONTHS ENDED JUNE 30, 2014 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2013
During the six months ended June 30, 2014 and 2013, the Company did not
recognize any revenues from it operational activities.
During the six months ended June 30, 2014, the Company incurred operational
expenses of $15,997. During the six months ended June 30, 2013, the Company
incurred operational expenses of $12,115. The increase of $3,882 was primarily a
result of a $5,699 increase in general and administrative expenses combined with
a $1,760 decrease in professional fees and $57 decrease in depreciation
expenses.
During the six months ended June 30, 2014, the Company recognized a net loss of
$16,237 compared to a net loss of $12,326 during the six months ended June 30,
2013.
LIQUIDITY
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT ON THE COMPANY'S
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013, AND FOR EACH OF THE YEARS IN THE
TWO-YEAR PERIOD THEN ENDED, INCLUDES A "GOING CONCERN" EXPLANATORY PARAGRAPH,
THAT DESCRIBES SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
GOING CONCERN.
At June 30, 2014, the Company had total current assets of $1,942, consisting of
$50 in cash and $1,892 in prepaid expenses. At June 30, 2014, total current
liabilities were $5,500, consisting of $1,800 in accounts payable and notes
payable to related party of $3,700. At June 30, 2014, the Company had working
capital deficit of $3,558.
During the six months ended June 30, 2014, the Company used $15,997 in funds in
it operational activities. During the six months ended June 30, 2014, the
Company recognized a net loss of $16,237. During the six months ended June 30,
2013, the Company used $12,115 in its operations, a net loss of $12,326.
SHORT TERM
On a short-term basis, the Company has not generated any revenue or revenues
sufficient to cover operations. For short term needs the Company will be
dependent on receipt, if any, of offering proceeds.
CAPITAL RESOURCES
The Company has only common stock as its capital resource.
The Company has no material commitments for capital expenditures within the next
year, however if operations are commenced, substantial capital will be needed to
pay for participation, investigation, acquisition and working capital.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet its cash needs. The Company
will have to seek loans or equity placements to cover such cash needs.
-11-
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 expenses as they may be incurred.
SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
The Company recognizes revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and
FASB ASC 605-15-25, REVENUE RECOGNITION. 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 reasonably
assured. The Company did not report any revenues from inception to June 30,
2014.
EARNINGS PER SHARE
The Company has adopted ASC 260-10-50, EARNINGS PER SHARE, which provides for
calculation of "basic" and "diluted" earnings per share. Basic earnings per
share includes no dilution and is computed by dividing net income or loss
available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution of securities that could share in the earnings of an entity. Basic and
diluted losses per share were the same at the reporting dates as there were no
common stock equivalents outstanding at June 30, 2014 or June 30, 2013.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------------
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
-------------------------------
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) and that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive/Financial Officer carried
out an evaluation under the supervision and with the participation of our
management, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of
the period covered by this report. Based on the foregoing evaluation, our Chief
Executive Officer has concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic SEC filings and to ensure that information required to
-12-
be disclosed in our periodic SEC filings is accumulated and communicated to our
management, including our Chief Executive Officer, to allow timely decisions
regarding required disclosure.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2014, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-------------------------
None.
ITEM 1A. RISK FACTORS
---------------------
Not Applicable to Smaller Reporting Companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-------------------------------------------------------------------
During the period of April 1, 2014 through June 30, 2014, the Company did not
make any issuances of its equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
None.
ITEM 4. MINE SAFETY DISCLOSURE
------------------------------
Not Applicable.
ITEM 5. OTHER INFORMATION
-------------------------
None.
-13-
ITEM 6. EXHIBITS
----------------
EXHIBITS. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101.INS XBRL Instance Document
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
-----------------
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
-14-
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and 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: September 8, 2014 By: /s/ Sabir Saleem
---------------------------------------------
Sabir Saleem
(Chief Executive Officer, Principal Executive
Officer, Chief Financial Officer
and Principal Accounting Officer)
-15
