UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

                        Commission file number 000-54868

                                  FreeFlow Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                               9130 Edgewood Drive
                                La Mesa, CA 91941
          (Address of principal executive offices, including zip code)

                                 (619) 741-1006
                     (Telephone number, including area code)

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 (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 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 [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 26,200,000 shares as of May 14, 2013
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                                 FreeFlow, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of              As of
                                                                        March 31,        December 31,
                                                                          2013               2012
                                                                        --------           --------
                                                                       (Unaudited)
<S>                                                                     <C>                <C>
CURRENT ASSETS
  Cash                                                                  $    261           $  7,407
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                         261              7,407
                                                                        --------           --------
FIXED ASSETS
  Equipment, net                                                             889                946
                                                                        --------           --------
TOTAL FIXED ASSETS                                                           889                946
                                                                        --------           --------
OTHER ASSETS
  Intangible Assets, net                                                      --                 --
                                                                        --------           --------
TOTAL OTHER ASSETS                                                            --                 --
                                                                        --------           --------

TOTAL ASSETS                                                            $  1,150           $  8,353
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                      $    960           $     --
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                    960                 --

LONG-TERM LIABILITIES
  Accrued interest payable                                                   317                217
  Notes payable                                                           10,000             10,000
                                                                        --------           --------
TOTAL LONG-TERM LIABILITIES                                               10,317             10,217
                                                                        --------           --------
TOTAL LIABILITIES                                                         11,277             10,217
                                                                        --------           --------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock ($0.0001 par value, 20,000,000 shares
   authorized; zero shares issued and outstanding
   as of March 31, 2013 and December 31, 2012                                 --
  Common stock, ($0.0001 par value, 100,000,000 shares
   authorized; 26,200,000 shares issued and outstanding
   as of March 31, 2013 and December 31, 2012                              2,620              2,620
  Additional paid-in capital                                              18,380             18,380
  Deficit accumulated during development stage                           (31,127)           (22,864)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                     (10,127)            (1,864)
                                                                        --------           --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                      $  1,150           $  8,353
                                                                        ========           ========
</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>
                                 Freeflow, Inc.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             October 28, 2011
                                                 Three Months           Three Months           (inception)
                                                    Ended                  Ended                 through
                                                   March 31,              March 31,              March 31,
                                                     2013                   2012                   2013
                                                 ------------           ------------           ------------
<S>                                              <C>                    <C>                    <C>
REVENUES
  Revenues                                       $         --           $         --           $         --
                                                 ------------           ------------           ------------
TOTAL REVENUES                                             --                     --                     --

GENERAL & Administrative Expenses
  Administrative expenses                                 406                  3,050                  7,808
  Professional fees                                     7,700                  4,550                 17,750
  Depreciation Expense                                     57                     24                    252
  Amortization Expense                                     --                  1,250                  5,000
                                                 ------------           ------------           ------------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES                 8,163                  8,874                 30,810
                                                 ------------           ------------           ------------

LOSS FROM OPERATION                                    (8,163)                (8,874)               (30,810)
                                                 ------------           ------------           ------------
OTHER EXPENSE
  Interest expense                                        100                     --                    317
                                                 ------------           ------------           ------------
TOTAL OTHER EXPENSES                                      100                     --                    317
                                                 ------------           ------------           ------------

NET INCOME (LOSS)                                $     (8,263)          $     (8,874)          $    (31,127)
                                                 ============           ============           ============

BASIC EARNINGS PER SHARE                         $      (0.00)          $      (0.00)
                                                 ============           ============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                       $ 26,200,000           $ 26,200,000
                                                 ============           ============
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>
                                 FreeFlow, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                October 28, 2011
                                                                            Three Months       Three Months       (inception)
                                                                               Ended              Ended             through
                                                                              March 31,          March 31,          March 31,
                                                                                2013               2012               2013
                                                                              --------           --------           --------
<S>                                                                           <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                           $ (8,263)          $ (8,874)          $(31,127)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Amortization expense                                                           --              1,250              5,000
     Depreciation expense                                                           57                 24                252
  Changes in operating assets and liabilities:
     Increase (Decrease) in accounts payable and accrued liabilities               960                160                960
     Increase in accrued interest                                                  100                 --                317
                                                                              --------           --------           --------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  (7,146)            (7,440)           (24,598)

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of Equipment                                                           0             (1,142)            (1,141)
  Acquisition of Intangible Assets                                                   0                  0             (5,000)
                                                                              --------           --------           --------
           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                      --             (1,142)            (6,141)

CASH FLOWS FROM FINANCING ACTIVITIES
  Decrease in advance from officer                                                  --
  Proceed from notes payable - related party                                        --                 --             10,000
  Issuance of common stock                                                          --                 --             21,000
                                                                              --------           --------           --------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                      --                 --             31,000
                                                                              --------           --------           --------
NET INCREASE (DECREASE) IN CASH                                                 (7,146)            (8,582)               261
CASH AT BEGINNING OF PERIOD                                                      7,407             13,765                 --
                                                                              --------           --------           --------

CASH AT END OF PERIOD                                                              261              5,183                261
                                                                              ========           ========           ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
  Interest                                                                    $     --           $     --           $     --
                                                                              ========           ========           ========
  Income Taxes                                                                $     --           $     --           $     --
                                                                              ========           ========           ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       4
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

FreeFlow,  Inc. (the  "Company") was  incorporated on October 28, 2011 under the
laws of the State of  Delaware  to enter  into the green  energy  industry.  The
FreeFlow  swimming  pool  solar  pump  system  creates  a blend of green  energy
harvesting  while   maintaining  your  present  system.   Our  proposed  product
circulates  the  water in  swimming  pools  using  solar  power  thus  saving on
electricity  provided by the commercial  grid. The Company's  activities to date
have been  limited to  organization  and  capital.  The  Company has been in the
development stage since its formation and has not yet realized any revenues from
its planned operations. The Company's fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The statements were prepared following generally accepted accounting  principles
of the United States of America consistently applied.

Use of Estimates

Management   uses  estimates  and   assumptions  in  preparing  these  financial
statements in accordance with U.S.  generally  accepted  accounting  principles.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported revenues and expenses.

Cash and Cash Equivalents

Cash equivalents include  short-term,  highly liquid investments with maturities
of three months or less at the time of acquisition.

Property and Equipment

Property  and  equipment  are stated at cost.  Equipment  and fixtures are being
depreciated  using the  straight-line  method over the estimated  asset lives, 5
year.

Intangible Assets

Initial Measurement
Intangible  asset  acquisitions  in which  the  consideration  given is cash are
measured by the amount of cash paid,  which  generally  includes the transaction
costs of the asset acquisition.  However,  if the consideration  given is not in
the form of cash (that is, in the form of noncash assets,  liabilities incurred,
or equity interests issued), measurement is based on either the cost which shall
be measured based on the fair value of the consideration given or the fair value
of the assets (or net assets)  acquired,  whichever is more clearly evident and,
thus, more reliably measurable.

                                       5
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Subsequent Measurement

The company  accounts for its intangible  assets under the Financial  Accounting
Standards Board ("FASB")  Accounting  Standards  Codification  Subtopic  ("ASC")
350-30-35  "Intangibles--Goodwill  and  Other--General  Intangibles  Other  than
Goodwill-Subsequent  Measurement".  Under this method the company is required to
test an  indefinite-lived  intangible asset for impairment on at least an annual
basis.  This is done by  comparing  the  asset's  fair value  with its  carrying
amount. If the carrying amount exceeds the asset's fair value, the difference in
those amounts is recognized as an impairment loss.

Income Taxes

The Company  accounts for its income taxes in  accordance  with FASB  Accounting
Standards  Codification  ("ASC") No. 740,  "Income  Taxes".  Under this  method,
deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which  those  differences  are  expected  to be  recovered  or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  The  effect  on  deferred  tax  assets  and
liabilities  of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.

Financial Instruments

Fair value  measurements  are determined  based on the  assumptions  that market
participants would use in pricing an asset or liability.  ASC 820-10 establishes
a hierarchy  for inputs used in measuring  fair value that  maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable  inputs be used when  available.  FASB ASC 820 establishes a
fair  value  hierarchy  that  prioritizes  the use of inputs  used in  valuation
methodologies into the following three levels:

                                       6
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

     *    Level 1: Quoted prices (unadjusted) for identical assets or
          liabilities in active markets. A quoted price in an active market
          provides the most reliable evidence of fair value and must be used to
          measure fair value whenever available.
     *    Level 2: Significant other observable inputs other than Level 1 prices
          such as quoted prices for similar assets or liabilities; quoted prices
          in markets that are not active; or other inputs that are observable or
          can be corroborated by observable market data.
     *    Level 3: Significant unobservable inputs that reflect a reporting
          entity's own assumptions about the assumptions that market
          participants would use in pricing an asset or liability. For example,
          level 3 inputs would relate to forecasts of future earnings and cash
          flows used in a discounted future cash flows method.

The carrying amounts  reported in the balance sheet for cash  approximate  their
estimated fair market value based on the short-term maturity of this instrument.

In addition, FASB ASC 825-10-25 "Fair Value Option" was effective for January 1,
2008. ASC 825-10-25  expands  opportunities  to use fair value  measurements  in
financial  reporting  and permits  entities to choose to measure many  financial
instruments and certain other items at fair value.

Net Loss Per Share

Basic loss per share  includes  no dilution  and is  computed  by dividing  loss
available to common stockholders by the weighted average number of common shares
outstanding  for the period.  Dilutive  loss per share  reflects  the  potential
dilution of  securities  that could share in the losses of the Company.  Because
the Company does not have any potentially dilutive securities,  the accompanying
presentation is only of basic loss per share.

Recently Issued Accounting Pronouncements

Recent  accounting  pronouncements  that the Company has adopted or that will be
required to adopt in the future are summarized below.

In May 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-04,  "Fair
Value  Measurement  (Topic  820):   Amendments  to  Achieve  Common  Fair  Value
Measurement  and  Disclosure  Requirements  in U.S.  GAAP and  IFRS"  ("ASU  No.
2011-04").  ASU No.  2011-04  provides  guidance  which is expected to result in
common fair value measurement and disclosure  requirements between U.S. GAAP and
IFRS. It changes the wording used to describe many of the  requirements  in U.S.
GAAP for measuring  fair value and for disclosing  information  about fair value
measurements.  It is not  intended  for this update to result in a change in the
application of the  requirements in Topic 820. The amendments in ASU No. 2011-04
are to be  applied  prospectively.  ASU No.  2011-04  is  effective  for  public
companies  for interim and annual  periods  beginning  after  December 15, 2011.
Early  application  is not  permitted.  This  update is not  expected  to have a
material impact on the Company's financial statements.

                                       7
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2011,  the FASB issued ASU No.  2011-05,  "Comprehensive  Income  (Topic
220):  Presentation of  Comprehensive  Income" ("ASU No.  2011-05").  In ASU No.
2011-05, an entity has the option to present the total of comprehensive  income,
the components of net income, and the components of other  comprehensive  income
either  in a single  continuous  statement  of  comprehensive  income  or in two
separate but consecutive  statements.  In both choices, an entity is required to
present each component of net income along with total net income, each component
of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive  income.  The amendments in ASU No. 2011-05
do not change the items that must be reported in other  comprehensive  income or
when an item of other  comprehensive  income must be reclassified to net income.
They also do not change the presentation of related tax effects,  before related
tax  effects,  or the  portrayal  or  calculation  of  earnings  per share.  The
amendments in ASU No. 2011-05 should be applied  retrospectively.  The amendment
is effective for fiscal years, and interim periods within those years, beginning
after December 15, 2011.  Early adoption is permitted,  because  compliance with
the  amendments  is  already  permitted.  The  amendments  do  not  require  any
transition disclosures. This update is not expected to have a material impact on
the Company's financial statements.

In September 2011, the FASB issued ASU No. 2011-08, "Intangibles -- Goodwill and
Other  (Topic  350)"  ("ASU  No.  2011-08").  In ASU No.  2011-08,  an entity is
permitted to make a qualitative assessment of whether it is more likely than not
that a  reporting  unit's  fair value is less than its  carrying  amount  before
applying the two-step  goodwill  impairment test. If an entity concludes that it
is not more likely than not that the fair value of a reporting unit is less than
its carrying amount, it would not be required to perform the two-step impairment
test for that reporting  unit. The ASU's  objective is to simplify how an entity
tests goodwill for  impairment.  The amendments in ASU No. 2011-08 are effective
for annual and interim  goodwill and impairment tests performed for fiscal years
beginning  after December 15, 2011.  Early adoption is permitted,  including for
annual and  interim  goodwill  impairment  tests  performed  as of a date before
September  15, 2011,  if an entity's  financial  statements  for the most recent
annual or interim period have not yet been issued. The Company is evaluating the
requirements  of ASU No.  2011-08 and has not yet  determined  whether a revised
approach  to  evaluation  of  goodwill   impairment   will  be  used  in  future
assessments. The Company does not expect the adoption of ASU No. 2011-08 to have
a material impact on its financial statements.

Other accounting standards that have been issued or proposed by the FASB that do
not require  adoption  until a future  date are not  expected to have a material
impact on the financial statements upon adoption.

                                       8
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

NOTE 3 - INTANGIBLE ASSETS

The Company  capitalized as intangible assets the purchase cost of the rights to
certain technologies acquired from Edward F Myers in November 13, 2011. The life
of the provisional  patent is one year and will expire on November 13, 2012. The
patent will be amortized one hundred  percent from November 14, 2011 to November
13, 2012. The value of the patent on March 31, 2013 is $0.

NOTE 4 - PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income   during  the  period   that   deductible   temporary   differences   and
carry-forwards  are expected to be available to reduce  taxable  income.  As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance. As of March 31, 2013 the Company had a net operating loss
carry-forward  of  approximately  $31,127.  Net  operating  loss  carry-forward,
expires twenty years from the date the loss was incurred.

The Company is subject to United  States  federal and state  income  taxes at an
approximate rate of 34%. The reconciliation of the provision for income taxes at
the United States federal  statutory  rate compared to the Company's  income tax
expense as reported is as follows:

                                                 March 31,         December 31,
                                                   2013               2012
                                                 --------           --------
Net loss before income taxes per
 financial statements                            $ 31,127           $ 22,864
Income tax rate                                        34%                34%
Income tax recovery                               (10,583)            (7,774)
Permanent differences                                  --                 --
Temporary differences                                  --                 --
Valuation allowance change                         10,583              7,774
                                                 --------           --------

Provision for income taxes                       $     --           $     --
                                                 ========           ========

                                       9
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 4 - PROVISION FOR INCOME TAXES- CONTINUED

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts  used for income tax  purposes.  Deferred  income taxes
arise from temporary  differences in the  recognition of income and expenses for
financials  reporting and tax purposes.  The significant  components of deferred
income tax assets and liabilities at March 31, 2013 and December 31, 2012 are as
follows:

                                                  March 31,         December 31,
                                                    2013               2012
                                                  --------           --------
Net operating loss carryforward                   $ 10,583           $  7,774
Valuation allowance                                (10,583)            (7,774)
                                                  --------           --------

Net deferred income tax  asset                    $     --           $     --
                                                  ========           ========

The Company has  recognized a valuation  allowance  for the deferred  income tax
asset since the Company  cannot be assured  that it is more likely than not that
such  benefit  will be utilized in future  years.  The  valuation  allowance  is
reviewed  annually.  When  circumstances  change  and  which  cause a change  in
management's judgment about the realizability of deferred income tax assets, the
impact of the  change on the  valuation  allowance  is  generally  reflected  in
current income.

NOTE 5- PROPERTY AND EQUIPEMENT

Property and equipment consists of the following:

                                                            As of
                                                   March 31,      December 31,
                                                     2013             2012
                                                   --------         --------
Equipment                                          $  1,141         $  1,141
                                                   --------         --------
Total Fixed Assets                                    1,141            1,141
Less: Accumulated Depreciation                         (252)            (195)
                                                   --------         --------

Net Fixed Assets                                   $    889         $    946
                                                   ========         ========

Depreciation expenses for the periods ended March 31, 2013 and December 31, 2012
were $57 and $195

                                       10
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not presently involved in any litigation.

NOTE 7 - GOING CONCERN

Future  issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its  operations  and  continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.  The financial  statement of the Company have 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 has incurred cumulative net losses of
$31,127  since  its  inception  and  requires   capital  for  its   contemplated
operational  and marketing  activities to take place.  The Company's  ability to
raise  additional  capital  through  the  future  issuances  of common  stock is
unknown. The obtainment of additional financing,  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 aforementioned uncertainties.

NOTE 8 - RELATED PARTY TRANSACTIONS

S Douglas  Henderson,  the sole officer and director of the Company,  may in the
future,  become  involved  in  other  business   opportunities  as  they  become
available,  thus he may face a conflict in selecting between the Company and his
other  business  opportunities.  The Company has not formulated a policy for the
resolution of such conflicts.

NOTE 9 - NOTES PAYABLE - RELATED PARTY

Since  inception  the Company  received  cash  totaling  $10,000  from S Douglas
Henderson  in the form of a  promissory  of  $10,000.  As of March 31,  2013 the
amount due to S Douglas Henderson was $10,000

On June 16,  2012,  the  Company  received  a $10,000  loan.  This loan is at 4%
interest  with  principle and interest all due on June 16, 2014. As of March 31,
2013, accrued interest is $317.

                                       11
<PAGE>
                                 FREEFLOW, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 2013
--------------------------------------------------------------------------------

NOTE 10 - STOCK TRANSACTIONS

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.

As of March 31, 2013 the Company had  26,200,000  shares of common  stock issued
and outstanding.

NOTE 11 - STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2013:

Common stock,  $ 0.0001 par value:  100,000,000  shares  authorized;  26,200,000
shares issued and outstanding.

Preferred stock, $ 0.0001 par value:  20,000,000  shares  authorized;  no shares
issued and outstanding.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

           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) and have incurred $31,127 in expenses through March
31, 2013. For the three month periods ended March 31, 2013 and 2012 we incurred
$406 and $3,050, respectively, in general and administrative expenses, $7,700
and $4,550, respectively, in professional fees, $57 and $24 in depreciation
expense, respectively, $0 and $1,250, respectively, in amortization expense and
$100 and $0, respectively, in interest expense.

The following table provides selected financial data about our company at March
31, 2013.

                    Balance Sheet Data:            3/31/13
                    -------------------            -------
                    Cash                          $    261
                    Total assets                  $  1,150
                    Total liabilities             $ 11,277
                    Shareholders' equity          $(10,127)

Cash provided by financing activities since inception through March 31, 2013 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 $10,000 from
loan from officer.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at March 31, 2013 was $261, with $11,277 in outstanding
liabilities, consisting of $960 in accounts payable, $317 in accrued interest
payable and $10,000 in a long-term note payable to a related party. If we
experience a shortfall of cash our director has agreed to loan us additional
funds for operating expenses, however he has no legal obligation to do so. Total
expenditures over the next 12 months are expected to be approximately $20,000.

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<PAGE>
PLAN OF OPERATION

The Company has:

     *    Built and operated a model of its product successfully
     *    Opened a web site to display its product "Freeflowpools.com"
     *    Published a sales brochure
     *    Signed a contract with a large pool construction company to install
          its product.
     *    In addition it has received additional funding in the form of a loan
          from its president.
     *    Recruited a commission sales person within the pool industry.

We have signed an agreement with an independent commission sales person. He is
to receive 10% of the gross sales for which he is responsible. This person works
for a swimming pool maintenance company and visits properties of persons who are
potential customers for our product. When these persons are at home he gives
them a brochure and discusses the advantages of our product. He visits over 40
such properties each week as he does their pool maintenance.

The Company intends to recruit addition pool maintenance firms to market its
product. The Company feels that these firms have the best contact with
prospective buyers.

The Company has direct mailed its brochures to pool contractors in the Southern
California area and will continue to do so during the winter.

Winter is a cool season in Southern California and many persons use there pools
by using heaters or solar devices. The Company will continue to introduce its
system to pool contractors and directly to pool owners.

In the next 12 months, FreeFlow will pursue arrangements for the sale of its
product. Revenues are expected during the Summer of 2013, but no assurance can
be given.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN

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.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and

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<PAGE>
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of March 31, 2013.

Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended March
31, 2013, that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting subsequent to the date of
management's last evaluation.

                                       15
<PAGE>
                           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**

----------
**   To be filed by Amendment

                                   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.

                                      FreeFlow Inc.
                                      Registrant

Date  May 14, 2013                    By: /s/ S. Douglas Henderson
                                          --------------------------------------
                                          S. Douglas Henderson,
                                          Chief Executive Officer,
                                          Chief Financial and Accounting Officer
                                          and Sole Director

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