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 March 31, 2015
[ ] 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.
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(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 June 19, 2015, 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 Consolidated Balance Sheets - March 31, 2015 and
December 31, 2014 (Audited) 3
Condensed Consolidated Statements of Operations -
Three months ended March 31, 2015 and 2014 4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2015 and 2014 5
Notes to the Financial Statements 6
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
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-
FREE FLOW, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
2015 2014
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CURRENT ASSETS
Cash $ 9,369 $ 7,187
Prepaid expenses 1,040 1,000
Inventory 515,450 84,590
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TOTAL CURRENT ASSETS 525,859 92,777
OTHER ASSETS
Trademark 250,000 250,000
Goodwill 1,570,000
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TOTAL OTHER ASSETS 1,820,000 250,000
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TOTAL ASSETS $ 2,345,859 $ 342,777
================== =================
LIABILITES & STOCKHOLDERS' EQUITY (DIFICIT)
Current Liabilities
Accounts Payable $ 12,055 $ 9,444
Notes payable - related party 5,000 34,000
Current portion of note payable 250,000
Accrued interest 372
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TOTAL CURRENT LIABILITES 267,055 43,816
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LONG-TERM LIABILITES
Note payable 1,750,000
Note payable - related party 330,000
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TOTAL LONG-TERM LIABILITIES 1,750,000 330,000
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Total Liabilities 2,017,055 373,816
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Stockholders' Equity (Deficit)
Preferred stock ($0.0001 par value), 20,000,000 shares
authorized
Series "A' 10,000 and 300 shares issued and outstanding at
at March 31, 2015 and December 31, 2014, respectively $ 1 -
Series "B" 330,000 issued and outstanding at
March 31, 2015. 33 -
Common stock, ($0.0001 par value), 100,000,000 shares
authorized: 26,200,000 issued and outstanding
at March 31, 2015 and on December 31, 2014 2,620 $ 2,620
Additional paid-in capital 444,512 56,546
Deficit accumulated (118,362) (90,205)
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 328,804 (31,039)
TOTAL LIABILTIES &
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STOCKHOLDER' EQUITY (DEFICIT) $ 2,345,859 $ 342,777
================== =================
The Accompanying Notes are an Integral Part of These Financial Statements
-3-
FREE FLOW, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended March 31,
2015 2014
--------------- ---------------
REVENUE $ - $ -
--------------- ---------------
OPERATING EXPENSES
Admininstrative expenses 1,190 2,932
Professional fees 5,829 9,450
Selling expenses 2,811
Website development costs 18,327
Depreciation 57
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TOTAL OPERATING EXPENSES 28,157 12,439
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LOSS FROM OPERATION (28,157) (12,439)
OTHER EXPENSE
Interest expenes-related party - 240
--------------- ---------------
Loss before provision for income taxes (28,157) (12,679)
Income tax provision - -
--------------- ---------------
NET LOSS $ (28,157) $ (12,679)
=============== ===============
BASIC EARNING PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARESS OUTSTANDING 26,200,000 26,200,000
=============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
-4-
FREE FLOW, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three months ended March 31,
2015 2014
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CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (28,157) $ (12,679)
Adjustments to reconcile net loss to net cash
used in opearing activitis :
Depreciation 57
Changes in operating assets and liabilities
Inventory (860)
Prepaid expenses (40)
Accounts payable 2,611 9,187
Accrued interest (372) 240
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NET CASH USED IN OPERATING ACTIVITIES (26,818) (3,195)
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CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from related party note 29,000 3,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 29,000 3,000
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NET INCREASE IN CASH 2,182 (195)
CASH AT BEGINNING OF PERIOD 7,187 237
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CASH AT END OF PERIOD $ 9,369 $ 42
==================== ====================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired in acquisition for note payable $ 2,000,000 $ -
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Conversion of note payable to preferred stock $ 330,000 $ -
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Conversion of related party note to preffered stock $ 58,000 $ -
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The Accompanying Notes are an Integral Part of These Financial Statements
-5-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2015
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 March
31, 2015 and the results of operations and cash flows for the periods presented.
The results of operations for the three months ended March 31, 2015 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, 2014
filed with the SEC on April 15, 2015.
NOTE 2 GOING CONCERN
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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 itself as a stable ongoing business entity with established 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 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's plan is to obtain such sales
through Internet sales and marketing companies who specialize in promotion of
such businesses. Management is obtaining capital from management and significant
shareholders sufficient 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 secure sources for sales 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.
-6-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2015
NOTE 3 - ACQUISITION
--------------------
On February 22, 2015 the Company acquired certain assets from Promedaff Skin
Care, Inc. The purchases assets included certain inventory defined in the
agreement and the trade name "Promedaff Skin Care". Consideration for the
acquisition is a note payable in the amount of $2,000,000 (see note 4). The
acquisition is being accounted for as a business combination in accordance with
ASC 805 "Business Combinations". The total purchase price for the acquisition
was allocated to the net tangible and intangible assets based upon their
preliminary estimated fair values as of March 31, 2015 as set forth below. The
excess of the preliminary purchase price over the net assets was recorded as
goodwill. The following table summarizes the estimated fair values of the assets
and liabilities assumed at the acquisition date. The primary areas of the
preliminary purchase price allocation that are not yet finalized relate to
intangible assets and certain accrued liabilities, which are subject to change,
pending the finalization of valuations. The Company anticipates recognized
intangible assets to include, trade names and trademarks.
Inventory $ 430,000
Goodwill 1,570,000
-----------
Total Consideration 2,000,000
NOTE 4 - NOTE PAYABLE
---------------------
In connection with the acquisition referred to in Note 3, the Company issued a
promissory note in the amount of $2,000,000. The note is non-interest bearing
and is repayable in an amount equal to 10% of the annual net operation profits
of the Company, not to exceed $250,000 per annum.
NOTE 5 - RELATED PARTY
----------------------
As of December 31, 2014, the Company had a note payable in the amount of $34,000
to Redfield Holdings, Ltd. a related party. During the three months ended the
Company borrowed an additional $29,000. On March 31, 2015, the Company converted
$58,000 of the note to 9,700 shares of Series A Preferred Stock, leaving a
balance of $5,000 at March 31, 2015. The note is non-interest bearing with no
set maturity date.
NOTE 6 - CAPITAL STOCK
----------------------
The Company has authorized 100,000,000 shares of common shares with a par value
of $0.0001 per shares and 20,000,000 shares of preferred stock, with a par value
of $0.0001 per shares.
Pursuant to the resolution of the shareholders meeting held on March 30, 2015
the Company designated 500,000 shares of the preferred authorized shares as
preferred shares - Series "B" shares. The preferred shares - Series "B" were
assigned the following preferences:
-7-
FREE FLOW, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2015
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 $330,000 plus interest payable to GS Pharmaceuticals, Inc. By mutual consent
this note and accrued interest was converted to 330,000 preferred shares -
Series "B".
On March 31, 2015 an amount of $58,000 was subscribed by Redfield Holdings, Ltd.
by cancellation of a Note against the issuance of 9,700 shares of preferred
shares - Series "A". These shares were issued to Redfield Holding, Ltd. thus
making a total of entire designated preferred shares - Series "A" shares to
Redfield Holdings, Ltd. Each share of preferred shares - Series "A" carries
voting right equal to 10,000 common shares.
On March 31, 2015 total preferred shares issued and outstanding are 10,000
Series "A" and 330,000 Series "B".
NOTE 7 - SUBSEQUENT EVENTS
--------------------------
Management has evaluated subsequent events through the date which the financial
statements were available to be issued. Based on the evaluation no material
events have occurred that require recognition in or disclosure to the financial
statements.
-8-
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, 2014, 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
While the Solar farm project in India is at a status quo due to viability issues
not having yet been resolved i.e., the viability has not been determined to its
full extent, the Company, on February 22, 2015, acquired a line of skin care
products and began with developing and improving the web site to market and sell
the products over the Internet. The web site structure has been completed and a
BETA TESTING PHASE was deployed. The response was virtually zero. This process
was necessary to identify the improvements needed so as to complete the first
phase of marketing and sales development.
The kinks identified are being worked upon and it is expected to be complete by
end of July 2015. In the meanwhile SEO firms have been retained and work is
being performed to bring the Promedaff name of top of Google search. One such
company has indicated their desire to work on partnership basis the merits or
which are being evaluated by the Management.
Concurrent to the above efforts, the Company is working on a Private Placement
Memorandum to deploy an Offering to raise $2,000,000 to augment its expansion
plan and achieve sales, the traditional, non-internet way. As soon as funds are
available the Company intends to hire Marketing and Sales executive who will be
expected to form a team of salespersons who could participate in "Trade Show",
"Road Shows" and introduce the product line to beauty spas and alike.
The Company is presently actively focused in building a revenue stream.
-9-
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2015 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2014
During the three months ended March 31, 2015, the Company did not recognize
revenue. During the three months ended March 31, 2014, the Company did not
recognize any revenues from it operational activities.
During the three months ended March 31, 2015, the Company incurred operational
expenses of $28,157. During the three months ended March 31, 2014, the Company
incurred operational expenses of $12,439. The increase of $15,718 was primarily
a result of a $1,742 decrease in general and administrative expenses, a decrease
of $3,621 in professional fees and a $57 decrease in depreciation expenses
combined with a $2,811 increase in selling expenses and $18,327 increase in
website development costs.
During the three months ended March 31, 2015, the Company recognized a net loss
of $28,157 compared to a net loss of $12,679 during the three months ended March
31, 2014.
LIQUIDITY
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT ON THE COMPANY'S
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2014, 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 March 31, 2015, the Company had total current assets of $525,859, consisting
of $9,369 in cash, $1,040 in prepaid expenses and $515,450 in inventories. Total
current liabilities at March 31, 2015 are $17,055 and a contingent current
liability of $250,000 payable against a note (contingency being that the company
earns a net operating profit of $2.5 million). At March 31, 2014, total current
liabilities were $22,744, consisting of $12,127 in accounts payable, notes
payable to related party of $10,000 and accrued interest of $617.
During the three months ended March 31, 2015, the Company used $28,157 in funds
in its operational activities. During the three months ended March 31, 2015, the
Company recognized a net loss of $28,157. During the three months ended March
31, 2014, the Company used $12,439 in its operations, a net loss of $12,679.
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'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.
-10-
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. As
aforementioned, the Company is working to deploy a $2,000,000 Offering to meet
its 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 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 during the period ended March
31, 2015.
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 March 31, 2015 or March 31, 2014.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-----------------------------------------------------------------
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
--------------------------------
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer, principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.
-11-
As of the end of the quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
not effective as of the end of the period covered by this quarterly report.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee, (2)
lack of a majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (3) inadequate segregation of duties consistent with
control objectives; and (4) management dominated by a single individual without
adequate compensating controls. The aforementioned material weaknesses were
identified by our Chief Executive and Financial Officer in connection with the
review of our financial statements as of March 31, 2015.
Management believes that the material weaknesses set forth above did not have an
effect on our financial results. However, management believes that the lack of a
functioning audit committee and the lack of a majority of outside directors on
our board of directors results in ineffective oversight in the establishment and
monitoring of required internal controls and procedures, which could result in a
material misstatement in our financial statements in future periods.
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 March 31, 2015, that have materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.
-12-
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 January 1, 2015 and March 31, 2015, the Company issued
9,700 shares of Preferred Shares - Series "A" for a sum of $58,000 and 330,000
shares of Preferred Shares - Series "B" for a sum of $330,000 which were the
result of conversion of certain debts of the Company.
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: June 22, 2015 BY: /s/ Sabir Saleem
--------------------
Sabir Saleem
(Chief Executive Officer,
Principal Executive Officer,
Chief Financial Officer
and Principal Accounting Officer)
-15
