UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended June 30, December 31, 2022

 

Or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission file number: 333-167130

 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

FLYWHEEL ADVANCED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

 

Nevada 27-2473958

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

   

123 West Nye Lane, Suite 455,

Carson City, NV

 89706
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (852) 6686-0563

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of exchange on which registered
N/A N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 a 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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☒ No ☐

 

The number of shares outstanding of the registrant’s common stock as of August 8, 2022February 14, 2023, was 1,551,55017,751,564 shares.

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION 
   
Item 1.Financial StatementsStatements..1
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations..11
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk.13
Item 4.Controls and Procedures.13
PART II – OTHER INFORMATION
Item 1.Legal Proceedings.14
Item 1A.Risk Factors..14
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.14
Item 3.Defaults Upon Senior Securities.14
   
Item 4.Controls and Procedures.14
PART II – OTHER INFORMATION
Item 1.Legal Proceedings.15
Item 1A.Risk Factors.15
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.15
Item 3.Defaults Upon Senior Securities.15
Item 4.Mine Safety DisclosuresDisclosures..15
   
Item 5.Other InformationInformation..15
   
Item 6.ExhibitsExhibits..15
   
SIGNATURES1616

 

 

PART I- FINANCIAL INFORMATION

 

Item 1. Financial Statements.

FLYWHEEL ADVANCED TECHNOLOGY, INC.

 

CONDENSEDUNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF JUNE 30,DECEMBER 31, 2022, AND SEPTEMBER 30, 20212022

1-1-
 

 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

 

CONTENTS

 

 Pages
Consolidated Balance Sheets as of June 30,December 31, 2022 (unaudited) and September 30, 202120223
  
Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended June 30,December 31, 2022 and June 30,December 31, 20214
  
Unaudited Consolidated Statements of Change in Stockholders’ (Deficit) for the Three and Nine Months Ended June 30,December 31, 2022 and June 30,December 31, 20215-65
  
Unaudited Consolidated Statements of Cash Flows for the Three and Nine Months Ended June 30,December 31, 2022 and June 30,December 31, 202176
  
Notes to Unaudited InterimConsolidated Financial Statements78-10- 10

2-2-
 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

 December 31, 2022 September 30, 
 

June 30,
2022

(Unaudited)

 September 30,
2021		  (Unaudited) 2022 
ASSETS                
        
CURRENT ASSETS        
Prepayment  679   - 
TOTAL ASSETS $-  $-  $679  $- 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                
CURRENT LIABILITIES                
Accrued Expenses $12,898  $-  $16,879  $22,920 
Due to Related Party  106,826       213,762   181,210 
Total current liabilities  119,724   -   230,641   204,130 
Total Liabilities  119,724   -   230,641   204,130 
                
Commitments and contingencies  -   -   -   - 
                
STOCKHOLDERS’ EQUITY                
Series A-1 Convertible Preferred Stock, $0.0001 par value, 25,000,000 shares authorized, 10,000,000 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively  1,000   1,000 
Common stock, $0.0001 par value 550,000,000, shares authorized, 162,255,000 shares issued and outstanding as of June 30, 2022 and September 30, 2021, respectively  16,226    16,226 
Series A-1 Convertible Preferred Stock, $0.0001 par value, 25,000,000 shares authorized, 0 share and 0 shares issued and outstanding as of December 31, 2022 and September 30, 2022, respectively  -    -  
Common stock, $0.0001 par value 550,000,000, shares authorized, 17,822,564 shares and 17,822,564 shares issued and outstanding as of December 31, 2022 and September 30, 2022, respectively  1,782   1,782 
Paid in Capital  2,519,102   2,519,102   2,534,546   2,534,546 
Accumulated deficit  (2,656,052)  (2,536,328)  (2,766,290)  (2,740,458)
Total Stockholders’ (Deficit)  (119,724)  -   (229,962)  (204,130)
                
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) $-  $-  $679  $- 

 

The accompanying notes are an integral part of these consolidated financial statements

 

3-3-
 

 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)(Unaudited)

 

                
 Three Months Three Months Nine Months Nine Months  Three Months Three Months 
 Ended Ended Ended Ended  Ended Ended 
 June 30, June 30, June 30, June 30,  December 31, December 31, 
 2022 2021 2022 2021  2022 2021 
              
REVENUE $-  $-  $-  $-  $-  $- 
                        
OPERATING EXPENSES                        
General and administration  1,316   3,859   18,645   4,159   1,082   734 
Professional fees  26,433   14,069   101,079   19,078   24,750   37,531 
Stock based compensation -related party  -   -   -   2,369,070 
Total Operating Expenses  27,749   17,928   119,724   2,392,307   25,832   38,265 
                        
LOSS FROM OPERATION  (27,749)  (17,928)  (119,724)  (2,392,307)  (25,832)  (38,265)
                        
OTHER EXPENSE                        
Total Other Expenses  -   -   -   -   -   - 
                        
INCOME BEFORE INCOME TAXES  (27,749)  (17,928)  (119,724)  (2,392,307)  (25,832)  (38,265)
                        
Income taxes expenses  -   -   -   -   -   - 
                        
NET LOSS $(27,749) $(17,928) $(119,724) $(2,392,307) $(25,832) $(38,265)
                        
Net loss per share - basic and diluted $(0.00) $(0.00) $(0.00) $(0.01) $(0.00) $(0.02)
                        
Weighted average number of shares outstanding  162,255,000   162,255,000   162,255,000   162,046,941   17,822,564   1,622,550 

The accompanying notes are an integral part of these consolidated financial statements

-4-

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

(Unaudited)

  Shares  Value  Shares  Value  Shares  Value  Shares  Value  Shares  Value  in Capital  Deficit  Total 
  Series A-1 Convertible  Series A Convertible  Series C Convertible  Series D Convertible                
  Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock  Common Stock  Paid  Accumulated    
  Shares  Value  Shares  Value  Shares  Value  Shares  Value  Shares  Value  in Capital  Deficit  Total 
Balance at September 30, 2022  -  $     -    -  $         -   -  $    -   -  $     -   17,822,564  $1,782  $2,534,546  $(2,740,458) $(204,130)
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (25,832)  (25,832)
Balance at December 31, 2022  -  $-   -  $-   -  $-   -  $-   17,822,564  $1,782  $2,534,546  $(2,766,290) $(229,962)

  Series A-1 Convertible  Series A Convertible  Series C Convertible  Series D Convertible                
  Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock  Common Stock  Paid  Accumulated    
  Shares  Value  Shares  Value  Shares  Value  Shares  Value  Shares  Value  in Capital  Deficit  Total 
Balance at September 30, 2021  10,000,000  $1,000   -  $-   -  $     -   -  $     -   1,622,550  $162  $2,535,166  $(2,536,328) $- 
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (38,265)  (38,265)
Balance at December 31, 2021  10,000,000   1,000   -       -   -   -   -   -   1,622,550   162   2,535,166   (2,574,593)  (38,265)

 

The accompanying notes are an integral part of these consolidated financial statements

Prior period results have been adjusted to reflect the Reverse Stock Split.

 

4-5-
 

 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

(unaudited)

       1        2        3        4        5    6    7    8  
  Series A-1 Convertible  Series A Convertible  Series C Convertible  Series D Convertible             
  Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock  Common Stock  Paid  Accumulated    
  Shares  Value  Shares  Value  Shares  Value  Shares  Value  Shares  Value  in Capital  Deficit  Total 
Balance at September 30, 2021  10,000,000  $1,000   -  $-   -  $-   -  $-   162,255,000  $16,226  $2,519,102  $(2,536,328) $- 
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (38,265)  (38,265)
                                                     
Balance at December 31, 2021  10,000,000   1,000   -   -   -   -   -   -   162,255,000   16,226   2,519,102   (2,574,593)  (38,265)
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (53,710)  (53,710)
                                                     
Balance at March 31, 2022  10,000,000  $1,000   -  $-   -  $-   -  $-   162,255,000  $16,226  $2,519,102  $(2,628,303) $(91,975)
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (27,749)  (27,749)
                                                     
Balance at June 30, 2022  10,000,000  $1,000   -  $-   -  $-   -  $-   162,255,000  $16,226  $2,519,102  $(2,656,052) $(119,724)

The accompanying notes are an integral part of these financial statements

5

FLYWHEEL ADVANCED TECHNOLOGY, INC.

 

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITYCASH FLOWS

(unaudited)(Unaudited)

 

  Series A-1 Convertible
Preferred Stock		  Series A Convertible  Preferred Stock  Series C Convertible
Preferred Stock		  Series D Convertible
Preferred Stock		  Common Stock  Paid  Accumulated    
  Shares  Value  Shares  Value  Shares  Value  Shares  Value  Shares  Value  in Capital  Deficit  Total 
Balance at September 30, 2020  -  $-   2,250,000  $225   4,800,000  $480   50,000  $5   155,155,000  $15,516  $105,126  $(144,021) $(22,669)
                                                     
Conversion of preferred stock to common stock  -   -   (2,250,000)  (225)  (4,800,000)  (480)  (50,000)  (5)  7,100,000   710   -   -   - 
                                                     
Issuance of preferred stock to related party  10,000,000   1,000   -   -   -   -   -   -   -   -   2,368,070       2,369,070 
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (2,373,213)  (2,373,213)
                                                     
Balance at December 31, 2020  10,000,000   1,000   -   -   -   -   -   -   162,255,000   16,226   2,473,196   (2,517,234)  (26,812)
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (1,166)  (1,166)
                                                     
Balance at March 31, 2021  10,000,000  $1,000   -  $-   -  $-   -  $-   162,255,000  $16,226  $2,473,196  $(2,518,400) $(27,978)
                                                     
Net loss  -   -   -   -   -   -   -   -   -   -   -   (17,928)  (17,928)
                                                     
Balance at June 30, 2021  10,000,000  $1,000   -  $-   -  $-   -  $-   162,255,000  $16,226  $2,473,196  $(2,536,328) $(45,906)

  Three Months  Three Months 
  Ended  Ended 
  December 31,  December 31, 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss $(25,832) $(38,265)
Changes in operating assets and liabilities        
(Increase)/decrease in:        
Prepayment  (679)  - 
Increase/(decrease) in:        
Accrued expenses  (6,041)  2,191 
Net cash used in operating activities  (32,552)  (36,074)
CASH FLOWS FROM INVESTING ACTIVITIES        
Net cash provided by investing activities  -   - 
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related party loans  32,552   36,074 
Net cash provided by financing activities  32,552   36,074 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  -   - 
        
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  -   - 
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD  -   - 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
1) Cash paid for interest $-  $- 
2) Cash paid for taxes $-  $- 

 

The accompanying notes are an integral part of these consolidated financial statements

 

6-6-
 

 

FLYWHEEL ADVANCED TECHNOLOGY, INC.

STATEMENTS OF CASH FLOWS

(unaudited)

  Nine Months  Nine Months 
  Ended  Ended 
  June 30,  June 30, 
  2022  2021 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss before income taxes $(119,724) $(2,392,307)
Adjusted to reconcile net loss to cash provided by operating activities:        
Stock based compensation to related party  -   2,369,070 
Changes in operating assets and liabilities (Increase)/decrease in:        
Accrued expenses  12,898   - 
Net cash used in operating activities  (106,826)  (23,237)
CASH FLOWS FROM INVESTING ACTIVITIES        
Net cash provided by investing activities  -   - 
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from related party loans  106,826   23,237 
Net cash provided by financing activities  106,826   23,237 
         
NET INCREASE IN CASH AND CASH EQUIVALENTS  -   - 
         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  -   - 
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD  -   - 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
1) Cash paid for interest $-  $- 
2) Cash paid for taxes $-  $- 

The accompanying notes are an integral part of these financial statements

7

FLYWHEEL ADVANCED TECHNOLOGY, INC.

 

NOTES TO UNAUDITED INTERIMCONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022 AND 2021(Unaudited)

 

NOTE- 1 ORGANIZATION AND BUSINESS BACKGROUND

 

Flywheel Advanced Technology, Inc. (formerly known as Pan Global Corp.) (“the Company”) was incorporated in the state of Nevada on April 30, 2010 under the name of Savvy Business Support, Inc. (“Savvy”). Savvy offered general business services/support to start-up companies, small and medium business planning to expand, individuals, and other business and organizations. It was considered to be a shell company. On April 25, 2013, Savvy entered into a Stock Exchange Agreement (the “Exchange Agreement”) with Pan Asia Infratech Corp. a Nevada corporation (“Pan Asia”). Pan Asia was incorporated in Nevada on July 13, 2012.

 

Pursuant to the Exchange Agreement, consummated on April 26, 2013, the stockholders of Pan Asia transferred to Savvy 100% of the outstanding capital stock of Pan Asia (consisting of 15,000 shares of Common Stock, 0no par value) in exchange for, on a pro rata basis, an aggregate of 90,000,000 shares of Savvy’s Common Stock (the “Share Exchange”). As a result of the Share Exchange, Pan Asia became a wholly-owned subsidiary of Savvy and the business of Pan Asia became the business of the Company.

 

On April 26, 2013, Savvy amended its Articles of Incorporation with the Secretary of State of Nevada thereby changing its name from “Savvy Business Support, Inc.” to “Pan Global, Corp.” On May 2, 2013, the OTCQB symbol of the Company’s Common Stock was changed from SVYB to PGLO.

 

The Company has been dormant since June 30,September 2014.

 

On July 16, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-816264-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of Pan Global Corp. (the “Company”).the Company.

 

On July 16, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, and Chairman of the Board of Directors.

 

On October 8, 2020, the Company’s outstanding 7,100,000 shares of Preferred A, Preferred C, and Preferred D shares were converted on a one for oneone-for-one basis into 7,100,000 common shares. Concurrently these Preferred Shares were cancelled.

 

In November 2020, the Company designated 25,000,000 new Preferred Shares and 10,000,000 Par Value $0.0001 Preferred A-1 Shares were designated and awarded to Custodian Ventures for services performed and for loans extended to the Company. Each preferred share is convertible to 162 shares of common stock.

 

On July 13, 2021, a Stock Purchase Agreement was entered into between NYJJ Hong Kong Limited (Seller) and Sparta Universal Industrial Ltd. (Purchaser), wherein the Purchaser purchased 10,000,000 shares of Series A-1 Preferred Stock, par value $0.0001 per share (the “Shares”) of Pan Global, Corp., a Nevada corporation (the “Company”).the Company. As a result, the Purchaser became an approximately 90% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder.

-7-

 

At the effective date of transfer, David Lazar ceased to be the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer and Chairman of the Board of as Directors, and the Company appointed Tang Siu Fung as President, Chief Executive Officer, and Chairman of the Board of Directors; Cheng Sin Yi as Secretary, and Treasurer; Tin Sze Wai as Director; Ip Tsz Ying as Director; Ho Yiu Chung as Director; and Lai Chi Chuen as Director.

 

On November 21, 2021, Board of directors and majority shareholder approved the change of the Company’s name to “Flywheel Advanced Technology, Inc.”.

On July 13, 2022, the Company was advised by Financial Industry Regulatory Authority (“FINRA”) that a 1:100 reverse stock split of the Company’s common stock would become effective on July 14, 2022. As of July 14, 2022, the 1:100 reverse stock split of the Company’s common stock became effective. Following the effectiveness of the reverse stock split, there are currently 1,551,550 shares of common stock issued and outstanding as compared to 155,155,000 shares of the Company’s common stock issued and outstanding prior to the reverse stock split.

On August 5, 2022, the Company was informed by the FINRA that the new ticker symbol of the Company is “FWFW”.

On September 15, 2022, the Company filed with the Secretary of State of the State of Nevada an Amendment (the “Amendment”) to the Certificate of Designation for the Series A-1 Preferred Stock (the “Preferred Stock”). The Amendment was approved by the Board of Directors of the Company and Sparta Universal Industrial Ltd. (“Sparta”), the sole holder of all the 10,000,000 issued and outstanding shares of Preferred Stock.

Pursuant to the Amendment, the conversion rate of the Preferred Stock was changed to provide that each share of Preferred Stock shall be convertible, at the option of the holder, into 1.62 fully paid and nonassessable shares of the Company’s common stock. The Amendment was necessary as the terms of the Certificate of Designation for the Preferred Stock expressly provided that the conversion ratio of 162 shares of common stock for each share of Preferred Stock would not be reduced in the event of a stock split or other capitalization of the Company.

On September 15, 2022, the Company’s outstanding 10,000,000 shares of Preferred Stock were converted on a one for 1.62 basis into 16,200,000 common shares. Concurrently these Preferred Stock were cancelled.

On November 30, 2022, the Company incorporated Blue Print Global, Inc. (“Blue Print”) in the British Virgin Islands to establish an operation to source the supply and sale of warehouse patrol robots. The Company holds 70% of Blue Print, and the balance is held by two individuals unrelated to the Company, with each party holding 15%.

On December 7, 2022, Blue Print entered into an Agency Agreement (the “Agency Agreement”) with International Supply Chain Alliance Co., Ltd. of Hong Kong (“ISCA”). Pursuant to the Agency Agreement, Blue Print appointed ISCA as its authorized agent to distribute warehouse patrol robots in the People’s Republic of China (“China”). The Agency Agreement is valid for five years and will be automatically renewed for another five years unless a written non-renewal notice is provided by either party at least 30 days before the expiration date. However, there is no early termination option in the Agency Agreement.

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with QBS System Limited, a limited company incorporated under the laws of Hong Kong (“QBS System”), and its shareholder, QBS Flywheel Limited, a company incorporated under the laws of Australia (the “Shareholder”). Subject to the closing conditions set forth in the Share Exchange Agreement, at the closing the Shareholder will transfer and assign to the Company all of the issued and outstanding shares of QBS System in exchange for 8,939,600 newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Following the closing of the share exchange, there will be a change of the Company’s trading symbolofficers and directors of the Company, and QBS System will be effective on August 3, 2022.continue its business as a wholly owned subsidiary of the Company.

8-8-
 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

 

As of July 14, 2022, the 1:100 reverse stock split of the Company’s common stock became effective. Prior period results have been adjusted to reflect the Reverse Stock Split in 2021. The split did not change the Company’s Common Stock Par value but changed opening Common Stock and Additional Paid in Capital balances by offsetting amounts.

Management’s Representation of Interim Financial StatementsConsolidated financial statements

The accompanying unaudited interim consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

Principles of Consolidation

The accompanying unaudited interim consolidated financial statements are presented using the accrual basis of accounting and include the Company and its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Going Concern

The accompanying consolidated unaudited interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these unaudited interim consolidated financial statements. As of June 30,December 31, 2022, the Company had no cash negative working capital of $119,724 and an accumulated deficit of $2,656,0522,766,290.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by our related company, Flywheel Financial Strategy (Hong Kong) Company Limited, who has extended interest-free demand loans to the Company. There can be no assurances that our related company will continue to fund the Company, or that the Company can obtain any other sources of financing.

 

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Use of Estimates

The preparation of unaudited interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these unaudited interim consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

9

 

NOTE 3 – RELATED PARTY NOTES PAYABLE

During the ninethree months ended June 30,December 31, 2021, all of the Company’s financing has come from its Court appointed custodian, Custodian Ventures, LLC who had loaned the Company $27,978 in the form of interest demand loan. As of the result of change of the control on July 13, 2021, $45,906 loan payable balance as of June 30, 2021 was forgiven and recognized as paid in capital.

During the nine months ended June 30,2022, the Company’s financing was from our related company, who has advanced $106,30136,074 by paying for operation expenses on behalf of the Company. As of June 30,December 31, 2021, the Company was obliged to the related party, for an unsecured, non-interest-bearing demand loan with balance of $36,074.

During the three months ended December 31, 2022, the Company’s financing was from our related company, who has advanced $213,762 by paying for operation expenses on behalf of the Company. As of December 31, 2022, the Company was obliged to the related party, for an unsecured, non-interest -bearingnon-interest-bearing demand loan with a balance of $106,826213,762.

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments as of June 30,December 31, 2022.

NOTE 5 – SUBSEQUENT EVENTS

On July 13, 2022, the Company was advised by FINRA that the 1:100 reverse stock split of the Company’s common stock would become effective on July 14, 2022. As of July 14, 2022, the 1:100 reverse stock split of the Company’s common stock became effective. Following the effectiveness of the reverse stock split, there are currently 1,551,550 shares of common stock issued and outstanding as compared to 155,155,000 shares of the Company’s common stock issued and outstanding prior to the reverse stock split.

 

The Company was also informed by FINRA that the ticker symbol will be changed 20 days after the reverse split. The new CUSIP of the Company’s common stock is 69806B205.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Flywheel Advanced Technology, Inc., a Nevada corporation unless the context requires otherwise.

 

Plan of Operation

 

The Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economieseconomies.

 

Management intendsWe do not expect to explore and identifygenerate any revenues over the next 12 months unless we are able to enter into a business opportunities worldwide, including a potential acquisition ofcombination with an operating company. Our principal business objective for the next 12 months will be to seek, investigate and if such investigation warrants, engage in a business combination with a private entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience inwhose business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable planpresents an opportunity for our business mayshareholders. During the next 12 months, we anticipate incurring costs related to the filing of Exchange Act reports, and possible costs relating to consummating an acquisition or combination. We believe we will be hinderedable to meet these costs through the use of funds in our treasury and additional amounts, as necessary, to be loaned by risks and uncertainties which are beyondor invested in us by our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.stockholders, management, or other investors.

 

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We do not currently engageintend to contract out certain technical and administrative functions on an as-needed basis in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating,order to conduct our operating activities. Our management team will select and negotiating potential business combinations, filing SEC reports,hire these contractors and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficultiesmanage and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.work performance.

 

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended June 30,December 31, 2022, and 2021.

12

Three Months Ended June 30,December 31, 2022, compared to Three Months Ended June 30,December 31, 2021.

 

During the three months ended June 30,December 31, 2022 and 2021, we did not have any revenue.

 

Our financial statements report a net loss, all from operating expenses, of $27,749$25,832 and $17,928$38,265 for the three months ended June 30,December 31, 2022 and 2021, respectively.

 

During the three months ended June 30,December 31, 2022, our operating expenses consisted primarily of professional fees of $26,433$24,750 and filing and public fees of $1,316 .$1,082. During the three months ended June 30,December 31, 2021, our operation expenses consisted primarily of professional fees of $14,069$37,531 and filing and public fees of $3,859.

Nine Months Ended June 30, 2022 compared to Nine Months Ended June 30, 2021.$734.

 

During the nine months ended June 30, 2022 and 2021, we did not have any revenue.

Our financial statements report a net loss, all from operating expenses, of $119,724 and $2,392,307 for the nine ended June 30, 2022 and 2021, respectively.

During the nine months ended June 30, 2022, our operating expenses consisted primarily of professional fees of $101,079 and filing and public fees of $18,645. During the nine months ended June 30, 2021, our operation expenses consisted primarily of professional fees of $19,078, filing and public fees of $4,159 and stock based compensation of $2,369,070 to related party.

Liquidity and Capital Resources

 

Working Capital

 

As of JuneDecember 31, 2022, and September 30, 2022, and June 30, 2021, our total current assets were $0$679 and $0, respectively.

 

As of June 30,December 31, 2022, our current liabilities were $119,724$230,641 and stockholders’ deficit was $119,724$229,962 compared to current liabilities of $45,906$204,130 and shareholder ‘s’s deficit of $45,906$204,130 as of JuneSeptember 30, 2021.2022.

 

Cash Flows

 

Operating Activities

 

We have not generated positive cash flows from operating activities. For the ninethree months ended June 30,December 31, 2022, and 2021, net cash flows used in operating activities was $106,826were $32,552 and $23,237,$36,074, respectively.

 

Investing Activities

 

The Company did not use any funds for investing activities during the ninethree months ended June 30,December 31, 2022, and 2021.

 

Financing Activities

 

During the ninethree months ended June 30,2022December 31, 2022, and 2021, our related party paid $106,826$32,552 and $23,237 ,$36,074, respectively, on behalf of the Company for operating expenses.

 

Going Concern

 

The independent registered public accounting firm auditors’ report accompanying our June 30, 2022consolidated unaudited interim financial statements containedhave been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these unaudited interim consolidated financial statements. As of December 31, 2022, the Company had no cash and an explanatory paragraph expressingaccumulated deficit of $2,766,290.

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Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about ourthe Company’s ability to continue as a going concern. The financial statements have been prepared “assumingTherefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by our related company, Flywheel Financial Strategy (Hong Kong) Company Limited, who has extended interest-free demand loans to the Company. There can be no assurances that weour related company will continue as a going concern,” which contemplatesto fund the Company, or that we will realize our assets and satisfy our liabilities and commitments in the ordinary courseCompany can obtain any other sources of business.financing.

 

13

COVID-19 Update

 

To date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.

 

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.

 

Off BalanceOff-Balance Sheet Arrangements

 

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide the information called for by this Item.

 

Item 4. Controls and Procedures.

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (who is the same person), to allow for timely decisions regarding required disclosure.

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As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive and Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, he concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by a single individual without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of June 30,December 31, 2022.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

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,December 31, 2022, that have materially, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

14

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use Ofof Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

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Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

On August 5, 2022, pursuant to authorization from the Financial Industry Regulatory Authority, the Company’s stock ticker symbol was changed to FWFW.None

 

Item 6. Exhibits.

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

 

Exhibit No. Description
31.1* Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amendedamended..
32.1** Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amendedamended..
101* Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

 

*Filed herewith.
**Furnished herewith.

 

15-15-
 

 

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.

 

Dated: August 10, 2022February 14, 2023 

 FLYWHEEL ADVANCED TECHNOLOGY, INC.
   
 By:/s/ Tang Siu Fung
 Name:Tang Siu Fung
 Title:President and Chief Executive Officer
  (Principal Executive Officer and Principal Financial and Accounting Officer)

 

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