UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): ~~October~~March 2820, ~~2024~~2025

Free Flow USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54868	45-3838831
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9243 John F. Kennedy Blvd., Suite 104

North Bergen, NJ 07047

(Address of principal executive offices)

Phone: +(703) 789-3344

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act: None.

~~Item~~SECTION 4~~.01~~ ~~Changes~~– MATTERS inRELATED ~~Registrant’s~~TO ~~Certifying~~ACCOUNTANTS ~~Accountant.~~& FINANCIAL STATEMENTS

~~(a)~~Item On October 28, 2024, the Company received a letter from the Securities and Exchange Commission informing the Company that the Public Accounting Oversight Board has revoked the registration of our auditor, Yusufali & Associates, LLC (“Yusufali”)4.01 – ~~The~~Change ~~Board of Directors of Registrant approved the dismissal of Yusufali and dismissed Yusufali as the independent certifying accountant for the Registrant. One of the reports of Yusufali, included~~ in ~~the Annual Report for the period ended December 31, 2022, on the~~ Registrant'’s ~~financial~~Certifying statements for one of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, containing a going concern qualification in the Registrant's audited financial statementsAccountant.

~~During~~On ~~the~~October ~~two~~28, ~~most~~2024 ~~recent~~the ~~fiscal~~Securities ~~years~~& ~~and~~Exchange ~~any~~Commission ~~subsequent~~informed ~~interim~~the ~~period~~Company ~~preceding~~that ~~Yusufali’s~~registration ~~dismissal,~~of ~~there were no disagreements with~~ Yusufali on& ~~any~~Associates, ~~matter of accounting principles or practices~~PC, ~~financial~~the ~~statement~~independent ~~disclosure,~~registered oraccounting ~~auditing~~firm ~~scope~~for orFree ~~procedure,~~Flow ~~which disagreement(s)~~USA, ifInc. ~~not resolved to~~ (“the ~~satisfaction~~Company”) ofwith ~~Yusufali~~PCA ~~concerning~~OB ~~the~~had ~~subject~~been ~~matter~~revoked. The ofCompany ~~each~~filed ofan ~~such~~8K ~~disagreements would have caused them to make reference thereto in their report~~ on ~~the~~November ~~financial~~1, ~~statements~~2024.

~~Item~~The ~~9.01~~action ~~Financial~~to ~~Statements~~revoke the registration of Company’s auditors and ~~Exhibits~~engage new auditors was approved by the Board of Directors. No audit committee exists, other than the members of the Board of Directors.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

The Company and Yusufali have not, during the two most recent fiscal years and any subsequent interim period preceding Yusufali & Associates’ registration revocation (dismissal), had no disagreements among themselves (Company with Yusufali & Associates, P.C.) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Yusufali & Associates, P.C. concerning the subject matter of each of such disagreements would have caused them to make reference thereto in their report on the financial statements.

~~SIGNATURE~~On March 19, 2025 the Board of Directors of the Company approved the engagement of new auditors, BCRG Group, Inc. of Irvine, California, bearing PCA OB registration # 7178, to be the Company’s independent registered public accountant.

~~Pursuant~~Prior to engaging BCRG, the ~~requirements~~Company had not consulted BCRG regarding the application of accounting principles to a specified transaction, completed or proposed, the ~~Securities~~type ~~Exchange~~of ~~Act~~audit opinion that might be rendered on the Company’s financial statements or a reportable event, nor did the Company consult with BCRG, regarding any disagreements with its prior auditor on any matter of ~~1934~~accounting principles or practices, asfinancial ~~amended~~statement disclosures, or auditing scope of procedure, which disagreements , if not resolved to the ~~Company~~satisfaction ~~has~~of the ~~duly~~prior ~~caused~~auditor, ~~this~~would have ~~report~~caused it to bemake ~~signed~~a onreference ~~its~~to ~~behalf~~the bysubject mater of the ~~undersigned~~disagreements ~~hereunto~~in ~~duly~~connection ~~authorized~~with its reports.

~~Free~~Item ~~Flow~~9.01 ~~USA,~~Financial ~~Inc~~Statements and Exhibits.

Date: October 31, 2024

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~By: /s/ Sabir Saleem~~ SIGNATURE

~~Sabir~~Pursuant ~~Saleem~~ to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~President~~Free &Flow ~~CEO~~USA, Inc.

Date: March 20, 2025

By: /s/ Sabir Saleem

Sabir Saleem

President & CEO

Filing Compare · Free Flow USA, Inc.