FFLO 10-K & 10-Q changes, risk factors and insider trading

DUE TO FACTORS BEYOND HUMAN CONTROL, OUR BUSINESS IS A NOT STABLISEDSTABLE, AND THERE ARE STILL “THINGTHINGS TO HAPPEN” AND THEREFORE RISKY.

The assets of the operating company were sold in March of 2024. All long-term secured debts were paid-off.paid off. The company did focus on trading activities and did agenerated very small revenue generation.revenue. The management continued to make efforts to acquire operating business(ess) and signed a few memorandums of understandings. Upon conducting the due-diligences,due diligence, none of the prospects passed the due-diligence.due diligence. While the efforts still continue, the potential investors should be aware of the risk associated with the company that does not have significant revenues. Although,Although the existing available cash resources are expected to facilitate a smooth existence for two or more yearsyears, even if the revenues do not increase, but there could always be a risk of falling short in cash resources.

Like most businesses that are dependent on aseveral number of factorsfactors, including but not limited to market conditions, and acts of God, like COVID-19, and political turmoil in the buyers’ countrycountry, there can be no assurance to investors for future profitability.

We will need to raise additional funds to support not only our budget but also our expansion operations. We cannot make any assurances that we will be able to raise such funds or whether we would be able to raise such funds with terms that are favorable to us. We may seek to borrow money from lenders at commercial rates, but such lenders will probably be at higher than bank rates, which higher rates could, depending on the amount borrowed, make the net operating income insufficient to cover the interest.

WE MAY IN THE FUTURE ISSUE MORE SHARESSHARES, WHICH COULD DILUTE THE PERCENTAGE OF OWNERSHIP OF STOCKHOLDERS.

Mr. Saleem, President, CEO and Director, through direct and indirect ownership, is the sole owner of the super voting shares of the Company. As such, he will be able to control the operations and the direction of the Company with very little outside influence.

The shares of Free Flow common stock were approved for trading on the OTC Bulletin Board on April 3, 2013,2013. theThe Company up-listed to QB in April 2021 and decided to revert back to Pink Sheets to save the OTC QB fees. In 2025, the Company regained its OTC QB status. The Company is thinly traded, meaning that the number of persons interested in purchasing the Company's common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that the Company is a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume and that even if it came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as Free Flow or purchase or recommend the purchase of any of the Company's Securities until such time as the Company became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's Securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, the Company can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.

We are a "penny stock" company. Our securities currently trade in the OTC PinkQB market and are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets of more than $5,000,000, or individuals having a net worth of more than $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might developdevelop, thereforetherefore, because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against the Company, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunctions with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts, it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks,stock, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these liquidity issues.

Motors & Metal, Inc. – Progress discussed as underfollows:

The departmentDepartment of motorMotor vehiclesVehicles hashad been advised that the company will stay dormant until further notice. This entity has also ceased to conduct any business.

During the year ending December 31, 2025, the Company recognized revenue of $30,000 from professional services. During the year ended December 31, 2024, the Company recognized revenue of $9,148 from sales. During the year ending December 31, 2023, the Company recognized revenue of $4,032 from its operational activities. Thus, having attained an increase of nearly 126228 % from the previous year.

During the year ending December 31, 2024,2025, the Company incurred a total of operational expenses of $555,800,$131,834 with no depreciation allowance. During the year ending December 31, 2023,2024, the Company incurred operational expenses of $253,919,$558,300, includingwith ano depreciation allowanceallowance. The decrease of $42,503.$ The increase of $304,381426,466 was primarily a result of an increase in legal expenses relatedattributable to salelower of Assetsadministrative and windinginterest up of the used auto parts business from the King George facility.expenses.

DuringFor the year endingended December 31, 2024,2025, the Company recognized a total gain of $1,199,622 from the sale of assets and upon appropriating an operational loss of $553,720,$ as101,834, compared to a loss of $266,451$ in553,720 for the year endingended December 31, 2023,2024. thereThe hasCompany beenreported anet loss of $ 192,333 for the year ended December 31, 2025, as compared to net income of $633,208$ 644,209 for the year endingended December 31,2024.31, 2024.

OnAs of December 31, 2024,2025, the Company had areported total current assetassets of $458,381,$207,384, consisting primarily of $91,349cash of $11,322 and other current assets of $163,322, together with a subscription receivable of $200,000 against which a full provision has been recorded due to uncertainty in cash,collectibility. $34,303Total incurrent accountsliabilities receivable,as and $ zero in inventories. Onof December 31, 2024, total current liabilities2025 were $241,795,$160,275, consisting primarily of $241,795 in accounts payable, $ zero from related parties, and notes payable $ zero.payable.

OnAs of December 31, 2023,2024, the Company hadreported total current assets of $172,489,$458,382, consisting of $39,521cash inof cash,$91,349, $95,440other incurrent accountsassets receivable,of $34,303, and $4,800note inreceivables inventoriesof at$300,000. cost.Total Oncurrent liabilities as of December 31, 2023, total current liabilities2024 were $150,803,$241,795, consisting primarily of $138,669 in accounts payable and $9,634 from related party notes payable of $2,500.payable.

The Company has adoptedapplies ASC 260-10-50,260, EARNINGSEarnings PERPer SHARE, which provides for the calculation of "basic" and "diluted" earnings per share.Share. Basic earnings per share includes no dilution and is computed by dividing net income or loss availableattributable to common shareholders by the weighted average number of common shares outstanding forduring the period. Diluted earnings per share reflectreflects the potential dilutioneffect of securitiespotentially thatdilutive couldsecurities, shareif inany. For the earningsyears ofended anDecember entity.31, Basic2025 and 2024, basic and diluted losses/profitsearnings (loss) per share were the same at the reporting dates asbecause there were no dilutive common stock equivalents outstanding on December 31, 2024, or December 31, 2023.outstanding.