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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED MARCH 31,2025

Commission file number 000-54868

Free Flow USA Inc.

(Exact name of registrant as specified in its charter)

Delaware		45-3838831
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

9243 John F. Kennedy Blvd., Suite 104 North Bergen, NJ 07047

(Address of Principal Executive Offices)

(703) 789-3344

(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. . 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 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). Yes x No ¨

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	☐
Non-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 ☐ No x

Applicable Only to Issuer Involved in Bankruptcy Proceeding During the receding 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: 30,000,000 shares as of May 06, 2025.

ITEM 1. FINANCIAL STATEMENTS	2
Notes to Condensed Consolidated Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	10
ITEM 4. CONTROLS AND PROCEDURES	10
PART II – OTHER INFORMATION	11
ITEM 1. LEGAL PROCEEDINGS	11
ITEM 1A. RISK FACTOR	11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4. MINE SAFETY DISCLOSURE	12
ITEM 5. OTHER INFORMATION	12
PART II. OTHER INFORMATION	12
ITEM 6. EXHIBITS.	12
SIGNATURES	13

ITEM 1. FINANCIAL STATEMENTS

FREE FLOW USA, INC. & SUBSIDIARIES

Consolidated Balance Sheets

	As of	As of
	March 31, 2025	December 31, 2024
	(Unaudited)	(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$66,519	$91,349
Trade and other Receivables - current	35,713	34,303
Refund due from IRS - ERTC	32,730	32,730
Note Receivable	300,000	300,000
TOTAL CURRENT ASSETS	434,962	458,382

TOTAL ASSETS	$434,962	$458,382

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable	$239,098	$241,795
TOTAL CURRENT LIABILITIES	239,098	241,795

Long Term Liabilities
SBA EIDL	500,000	500,000
Incredible Bank	77,146	77,146
TOTAL LONG TERM LIABILITIES	577,146	577,146
TOTAL LIABILITIES	816,244	818,941

Redeemable Preferred Stock
Series B; 500,000 shares authorized; 330,000 and 0 issued and outstanding as of March 31, 2025, and December 31,2024 respectively ( Classified as Mezzanine Equity)	330,000	330,000
Series C; 500,000 shares authorized; 470,935 and 0 issued and outstanding as of March 31, 2025 and December 31, 2024 respectively ( Classified as Mezzanine Equity) - As equity in Accurate Auto Parts, Inc.	470,935	470,935
Stockholders' Equity (Deficit)
Preferred Stock ($0.0001) par value, 20,000,000 shares authorized as of March 31, 2025 and December 31, 2024 , respectively 10,000 shares par value $0.0001 Class A issued and outstanding	1	1
Common stock, ($0.0001) par value, 100,000,000 shares authorized and 30,000,000 and 30,000,000 shares issued and outstanding at March 31,2025 and December 31,2024, respectively	3,000	3,000
Additional Paid in capital	349,962	349,962
Subscription received - pending acceptance
Current year Profit (Loss)	(20,723)	644,208
(Accumulated Deficit) / Net worth, brought forward	(1,514,457)	(2,158,665)
(Accumulated Deficit) / Net worth
TOTAL STOCKHOLDERS' EQUITY / (DEFICIT)	(1,182,217)	(1,161,495)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$434,962	$458,382

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financal Statements

FREE FLOW USA, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

	Three Months Ended March 31,
	2025	2024
Revenues:
Sales	-	$2,850
Total Revenues	-	$2,850
Cost of Goods Sold	-	670
Gross Profit	-	2,180

Operating Expenses:
Selling , General & Administrative Expenses	27,475	365,783
Total operating expenses	27,475	365,783
Loss from operations	(27,475)	(363,603)

Other Income (Expense):
Gain on Sale of Assets	-	1,199,622
Other Income	6,752	-
Net (Loss) / Profit before Taxes	(20,723)	836,019
Provision for Income Tax	-	-
Net (Loss) Income	(20,723)	836,019

BASIS INCOME (LOSS) PER COMMON SHARE	(0.001)	0.032
NUMBER OF COMMON SHARES OUTSTANDING	30,000,000	25,926,900

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financal Statements

FREE FLOW USA, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders' Equity

					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	30,000,000	$3,000	10,000	$1.00	$349,962	$-	$(1,514,457)	$(1,161,494)
Subscription Received	-	-	-	-	-		-	$-
Net Income / (loss)	-	-	-	-	-	-	(20,723)	$(20,723)

Balance as of March 31, 2025	30,000,000	$3,000	$10,000	$1	$349,962	$-	$(1,535,180)	$(1,182,217)


					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	25,876,900	$2,622	10,000	$1.00	$140,033	$-	$(2,158,665)	$(2,016,009)
Subscription Received	50,000.00	5.00	-	-	9,995.00	-	-	$10,000
Net Income / (loss)	-	-	-	-	-		836,019	$836,019

Balance as of March 31, 2024	25,926,900	$2,627	10,000	$1.00	$150,028	$-	$(1,322,646)	$(1,169,990)

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financal Statements

FREE FLOW USA, INC. & SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	2025	2024
CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss) / Profit	(20,723)	836,019
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on Sale of Asset	-	(1,199,622)
Changes in operating assets and liabilities:
Trade Receivables	(1,410)	(13,302)
Inventories	-	2,400
Trade Payable	(2,697)	68,190
Notes Payable	-	(1,000)
Incredible Bank Loan - Express Loan	-	(299,212)
Incredible Bank Loan - PLP Loan	-	(839,235)

NET CASH USED IN OPERATING ACTIVITIES	(24,830)	(1,445,762)

CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of asset	-	1,700,000
Note Receivable	-	(300,000)

NET CASH PROVIDED BY FINANCING ACTIVITIES	-	1,400,000

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Subscription Money	-	10,000

NET CASH PROVIDED BY FINANCING ACTIVITIES	-	10,000

NET (DECREASE) IN CASH AND CASH EQUIVALENTS	(24,830)	(35,762)

CASH AND CASH EQUIVALENTS IN THE BEGINNING OF PERIOD	91,349	39,521

CASH AND CASH EQUIVALENTS AT THE END OF PERIOD	$66,519	3,759

The accompanying notes are an integral part of the Unaudited Condensed Consolidated Financal Statements

Free Flow USA, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2025 and 2024

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 State of Delaware to enter the green energy industry. It began with the idea of developing swimming pool solar pump system. The solar energy business became very volatile due to constant decline in 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 Sales, Inc.”) and began the business of selling used auto parts.

Accurate Auto Sales, Inc. sold its assets in March 2024 and paid off 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 paused 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 assets of the operating, the company is active in processing scrap metal through sub-contracting and is awaiting conclusion of a contract which are under negotiations in near future.

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”) have been condensed or omitted. Theses 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. Theses 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 SEC on April 14, 2025.

NOTE 2 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 $1,182,217 since its inception thus requires greater sales for its contemplated operational and marketing activities to take place. The Company's ability to increase additional sales through 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 raise 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 3 – INCORPORATION OF SUBSIDIARY

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”. The name of this entity had been changed to Motors & Metals, Inc.

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 sub-contractor to continue the business; one prospect is reviewing the opportunity.

On April 17, 2018 the company incorporated in Virginia, another subsidiary named Accurate Investments, Inc. the objectives 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 has finally commenced operations. Free Flow Auto Auction, an on-line auto auction platform. 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 through an amicable settlement, were resold to the seller in January 2022 due to reason that company failed to obtain to financing to redeem the promissory note given to the Seller.

NOTE 4 – RELATED PARTY

There were no related party transactions that need to be reported for the current period.

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 stocks, with a par value of $0.0001 per share.

Of the 20,000,000 authorized Preferred Stock, the company has designated 10,000 shares as "Preferred Shares - Series A". Each share of "Preferred Share - Series A" carries voting rights equal to ten thousand (10,000) votes. In other words, the 10,000 "Preferred Shares - Series A" collectively have a voting right equal to one hundred million (100,000,000) common shares of the Corporation.

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.

On August 1, 2014, the Company issued 300 Preferred Shares--series A to Redfield Holdings Ltd. for $1 each for a total of $300.

On March 30, 2015, the Company issued 9,700 Preferred Shares – Series A to Redfield Holdings Ltd. for a total sum of $58,000.

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 31, 2015, by mutual consent this note and accrued interest was converted to 330,000 preferred shares - Series "B".

On December 31, 2018 the Company had a Note outstanding in the principal amount of $470,935; by mutual consent this note and accrued interest was converted to 470,935 preferred shares - Series C".

On April 2, 2019 the Company received a sum of $14,490 for issuance of 21,000 restricted common shares.

As of December 31, 2019, the Company had 26,221,000 shares of common stock issued and outstanding and 10,000 shares of preferred Shares – Series “A”, 330,000 Series “B” and 470,935 Series “C” issued and outstanding.

As of December 31, 2023, the Company had 25,876,900 shares of common stock issued and outstanding and 10,000 shares of preferred Shares – Series “A”, 330,000 Series “B” and 470,935 Series “C” issued and outstanding.

As of December 31, 2024, the Company had 30,000,000 shares of common stock issued and outstanding and 10,000 shares of preferred shares – Series “A”, 330,000 Series “B” and 470,935 Series “C” issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

Auto Parts Division:

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to the period ended March 31, 2025 to the date these financials statements were issued, and determined that there is not material subsequent event to disclose in the in these financial statements.

1. A few merger and acquisitions proposals are also being considered. Once any firm negotiation is arrived at then appropriate announcements shall be made public

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 three months ended March 31, 2025 and revenues of $ 2,850 during the three months ended March 31, 2024. The net revenues for the period ended March 31, 2025 were less by $2,850 than for the same period during 2024 and the Cost of Goods Sold was less by $ 670 during the period ended March 31, 2025, as compared to the same period during 2024. There is no Gross Profit or Loss as on March 31, 2025 due to non-trading activity as compared to the Gross Profit of $ 2,180 for the same period during 2024.

During the three months ended March 31, 2025, the Company incurred operational expenses of $ 27,475. This compares to $365,783 for the three months ended March 31, 2024. This decrease in operational expenses was due to decrease in bank loan markup and decrease in admin expenses.

During the three months ended March 31, 2025 the company recognized a net loss of $ 20,723 as compared to the net profit of $ 836,019 for the corresponding period in the year 2024, this was due to no trading activity in the period ended March 31,2025 and in the 2024 there was a gain of $ 1,199,62 2 on sale of assets.

The tax returns for the previous year have not been filed and shall be filed within the admissible period. Ddue to accumulated losses there is no tax liability.

The Company’s office continues to be relocated 9243 John F. Kennedy Blvd., Suite 104, North Bergen, NJ 07047.

LIQUIDITY

THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT ON THE COMPANY’S FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017, AND FOR EACH OF THE PRECEDING YEARS THEN ENDED, INCLUDES A “GOING CONCERN” EXPLANATORY PARAGRAPH, THAT DESCRIBES SUBSTANTIALLY DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN.

On March 31,2025 the Company had total current assets of $434,962 consisting of $66,519 in cash and $35,713 as trade receivables, refund due from IRS $32,730, note receivable $ 300,000 and no Inventory.

NEED FOR ADDITONAL CAPITAL

The Company does not have capital sufficient 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 cover the Company’s expansion budget.

REVENUE RECOGNITION

The Company recognizes revenues on arrangements in accordance with Securitas and Exchange Commission Staff Accounting Bulletin Topic 13, REVENUE RECOGNITION and FASB ASC 605-15-25, REVENUE RECONGNITION. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonable assured. The Company reported gross revenues of $2,924,181for the year ending December 31, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 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 PROCEURES

Management's Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control so as to

(1) maintain the records in reasonable detail, which will accurately and fairly reflect the transactions and dispositions of the Company's assets;

(2) to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are made within the delegated authority ; and

(3) to provide reasonable assurance for the prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on company’s financial statements.

However, the management asserts that the company does not have any accounting staff due to limited financial resources though has plans to recruit gradually. Also, this company does not have a well written document on accounting policies and procedures, though has plans to have them shortly. Consequently, this can result in possible errors in the presentation and disclosure of financial information in our annual, quarterly, and other filings.

The SIC Code of 1700 as showing in Edgar for this company is no longer valid, since this company is now dealing with the auto parts, as OEM Recycled Auto Parts. Segregation of duties is an important factor in Internal Control. Though it is achieved to a certain extent, the management is committed to strengthen the internal controls effectively in the coming months.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the period ended June 30, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTOR

Not Applicable to Smaller Reporting Companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Preferred Shares

On March 30, 2015, the Company issued 9,700 shares of Preferred Shares – Series A stock to Redfield Holdings, Ltd. for $1 each for a total of $58,000. 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 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 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

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 000-54868, at the SEC website at www.sec.gov:

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Free Flow USA, Inc.
	Registrant


Dated: May 14, 2025	By:	/s/ Sabir Saleem
		Sabir Saleem, Chief Executive Officer,
		Chief Financial and Accounting Officer

Free Flow USA, Inc. 10-Q