CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. Except for our
ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
RESULTS 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 files with the Commission on May 5, 2014, the Registrant is going
in a new business direction, as discussed below in Plan of Operation. The income
statements for the period ended March 31, 2014 and for prior periods, are not
indicative of the Registrant's proposed new business.
Cash provided by financing activities since inception through March 31, 2014 was
$20,000 from the sale of 25,000,000 shares of common stock to our officer and
director in November 2011, $1,000 from the issuance of 1,200,000 shares of
common stock to Garden Bay International in December, 2011, and from loans from
an officer, who is now a former officer (see Subsequent Event-Change of Control,
below), and whose loan was repaid in full. New management intends to capitalize
the Registrant as funds are needed.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the change of control as disclosed in the Form 8-K filed with the
Commission on May 5, 2014, any liquid assets of the Registrant, and all
liabilities, were assumed and paid by the Registrant's former officer. New
management intends to capitalize the Registrant as funds are needed.
SUBSEQUENT EVENT-CHANGE OF CONTROL
As previously reported in a Form 8-K filed with the Commission on May 5, 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., 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,
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. There was no family
relationship or other relationship between the Seller and the Purchaser.
In connection with the sale under the Stock Purchase Agreement, the Seller, who
was also the Registrant's sole officer and director, resigned all of his
positions and appointed Sabir Saleem
and Fernandino Ferrara
(the "Designees") as
directors of the Registrant. As a result thereof, the Designees now constitute
the entire Board of Directors of the Registrant.
As of the date hereof, the authorized capital stock of the Registrant consists
of 100,000,000 shares of common stock, par value $.0001
per share, of which
26,200,000 shares are issued and outstanding, and 20,000,000 shares of Preferred
par value, none of which shares are issued or outstanding. Each
share of common stock is entitled to one vote with respect to all matters to be
acted on by the stockholders.
The change of control was a private transaction between the Seller and
Purchaser, and no new shares of the Registrant were sold or issued.
PLAN OF OPERATION
The Company intends to expand its business activities in the area of the
over-the-counter pharmaceutical industry. Arrangements are being worked out and
the draft contracts are being reviewed by the legal counsel, whereby Free Flow,
would become the "Managing Agent" for GS Pharmaceuticals, Inc.
, which owns
the rights to manufacture, market and sell HYGIENiQTM an aerosol treatment that
eliminates and repels smoke odor, mold and mildew from car and home. Two videos
can be viewed at www.HYGIENiQ.com
. GS Pharmaceuticals
may be deemed an
"affiliate," by reason that Sabir Saleem
, is the CEO of GS Pharmaceuticals
new CEO and controlling shareholder.Free Flow, Inc.
is also negotiating to be the assignee of an agreement that GS
has entered into with an international auto dealership in
, to form a joint venture to manufacture and use an estimated 100,000 cans
in-house of the HYGIENiQ. The dealership sells over 100,000 automobiles a year.
Free Flow, Inc.
will own and control the Indian company (under formation) to
manufacture and sell HYGINiQ in India
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until
sales are generated. There is no assurance we will ever reach that point.