FWFW 10-Q
Flywheel Advanced Technology, Inc. (FWFW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from ______ to ______
Commission
file number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
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 ☒
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).
☒
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 | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
As of August 14, 2026, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 4 | |
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 14 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | 17 |
| Item 4. | Controls and Procedures. | 17 |
| PART II – OTHER INFORMATION | 18 | |
| Item 1. | Legal Proceedings. | 18 |
| Item 1A. | Risk Factors. | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 18 |
| Item 3. | Defaults Upon Senior Securities. | 18 |
| Item 4. | Mine Safety Disclosures. | 18 |
| Item 5. | Other Information. | 18 |
| Item 6. | Exhibits. | 18 |
| SIGNATURES | 19 | |
| 2 |
FORWARD-LOOKING STATEMENTS
Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”), including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere, may contain forward-looking statements. You should read these statements in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report and with the audited financial statements and related disclosures for the year ended September 30, 2025 included in the annual report on Form 10-K, dated January 13, 2026.
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.
As used in this Quarterly Report and unless otherwise indicated, the terms “FWFW,” “Company,” “we,” “us,” “our,” or “our company” refer to Flywheel Advanced Technology, Inc., a Nevada corporation, and Blue Print Global, Inc., our majority-owned British Virgin Islands subsidiary.
| 3 |
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results expected for the full year.
| 4 |
FLYWHEEL ADVANCED TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
FLYWHEEL ADVANCED TECHNOLOGY, INC.
CONTENTS
| 5 |
FLYWHEEL ADVANCED TECHNOLOGY, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 (Unaudited) | September 30, 2025 (Audited) | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| INVESTMENTS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock, $ par value , shares authorized, shares issued and outstanding as of June 30, 2026 and September 30, 2025 | ||||||||
| Paid in Capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 6 |
FLYWHEEL ADVANCED TECHNOLOGY, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the three months ended June 30, | For the nine months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUE, NET | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss - basic and diluted: | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 7 |
FLYWHEEL ADVANCED TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Common Stock Shares | Value | Paid in Capital | Accumulated other comprehensive income | Accumulated Deficit | Total | |||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||
| Common Stock Shares | Value | Paid in Capital | Accumulated Other comprehensive income | Accumulated Deficit | Total | |||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss | - | $ | ( | ) | ( | ) | ||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 8 |
FLYWHEEL ADVANCED TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities | ||||||||
| (Increase)/decrease in: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase/(decrease) in: | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE IN CASH AND EQUIVALENTS | ||||||||
| AT BEGINNING OF PERIOD | ||||||||
| CASH AND EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 9 |
FLYWHEEL ADVANCED TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 and 2025
(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.
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 currently holds
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 January 30, 2024 and February 13, 2024, the Company incorporated Mega Fortune Company Limited (“Mega Fortune”) in the Cayman Islands and Ponte Fides Company Limited (“Ponte Fides”) in the British Virgin Islands, respectively.
On July 5, 2024, the Company and Mega Fortune, then its wholly-owned subsidiary, completed the sale (the “Mega Fortune Disposition”) to Mericorn Company Limited (the “Buyer”), which is non-wholly owned and controlled by spouse of an owner of a significant shareholder of FWFW, of all of the equity associated with Mega Fortune, which is comprised of the Company’s subsidiaries, Ponte Fides, QBS System and QBS System Pty, pursuant to a Share Purchase Agreement, dated as of July 5, 2024. Mega Fortune and its subsidiaries are engaged in the business of provision of IoT maintenance and support services, IoT BPO services and IoT development services in Hong Kong and Australia. Under the terms of the Share Purchase Agreement, the Buyer paid HK$ (or approximately $) by the transfer of shares of the Buyer’s wholly owned subsidiary, Elison Virtus Company Limited (“Elison”) from the Buyer to the Company for the Mega Fortune Disposition. As a result of that disposition, the Company became a “shell company” under SEC Rule 405 due to the cessation of active business operations.
On October 1, 2025, Blue Print entered into an Agency Agreement (the “Agency Agreement”) with XCoffee Robotics Trading Ltd. of Abu Dhabi (“XCoffee”). Pursuant to the Agency Agreement, Blue Print, as a supplier of a Robotic Arm Coffee Solutions (the “Product”), appointed XCoffee as its authorized non-exclusive agent to distribute the Product in Abu Dhabi, United Arab Emirates. The Agency Agreement is valid for three years, does not provide for the early termination option, and will be automatically renewed for another three years unless either party provides a written non-renewal notice at least 30 days before the expiration date.
As
of June 30, 2026, the Company has one majority-owned subsidiary, Blue Print Global, Inc., a company incorporated under British Virgin
Islands, in which it owns
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Basis of Presentation
The accompanying unaudited interim financial statements (“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 financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.
(B) Unaudited Interim financial statements
The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its majority owned subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP” ) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the financial statements and notes thereto for the year ended September 30, 2025 included in the Company’s Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented.
| 10 |
The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results expected for any other interim period or the full year.
(C) Going Concern
Pursuant
to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate
whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to
continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company has
an accumulated deficit of approximately $
(D) Use of estimates
The preparation of unaudited condensed financial statements in accordance with U.S. 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 condensed 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 condensed 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.
(E) Cash and cash equivalents
For purpose of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits with a bank with an initial maturity of less than three months.
(F) Investments
The Company applies the cost method of accounting to investments when it does not have significant influence or a controlling interest in the investee and the fair value of the investment is not readily determinable. Dividends on cost method investments received are recorded as income.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the investments during the period ended June 30, 2026 and determined that the carrying amount of the investment exceeded its recoverable amount as uncertainty in future cash flows and lack of sufficient observable inputs, a reasonable assessment of recoverable amount could not be carried out, necessitating recognition of impairment. Thus, the investment was fully impaired at June 30, 2026. The carrying value of our cost method investments is reported as “investments” on the balance sheets. Note 3 contains additional information on our cost method investments.
| 11 |
(G) Fair value of financial instruments
FASB Codification Topic 825 (ASC Topic 825), “Disclosure about Fair Value of Financial Instruments,” requires certain disclosures regarding the fair value (“FV”) of financial instruments. The carrying amounts of other current assets and prepaid expenses, other payables and accrued liabilities and due to related companies approximate their FVs because of the short-term nature of the instruments. The management of the Company is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial statements.
The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASC 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.
The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.
(H) Impairment of Long-lived Assets
The Company reviews long-lived assets to be held and used in operations for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired. These evaluations may result from significant decreases in the overall market outlook for the Company’s technology or the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used in its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of an asset, as well as economic or operational analyses. If the Company concludes that the carrying value of certain assets will not be recovered based on expected undiscounted future cash flows, an impairment write-down is recorded to reduce the assets to their estimated fair value. Fair value is determined via market, cost and income-based valuation techniques, as appropriate. The fair value is measured on a non-recurring basis using a combination of quoted prices for similar assets in active markets and other unobservable adjustments to historical cost (Level 3) inputs. No such charges were recorded for the three and nine months ended June 30, 2026 and 2025.
| 12 |
Basic earnings(loss) per share are computed by dividing income available to stockholders by the weighted average number of shares outstanding during the period. Diluted income per share is computed like basic income per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had been issued and if the additional shares were diluted. There were potentially dilutive securities for 2026 and 2025.
(J) Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with such liabilities are expensed as incurred.
(K) Recently Issued Accounting Standards
There are no recent accounting pronouncements that impact the Company’s operations.
NOTE 3 - INVESTMENTS
| June 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| Cost Method Investment | ||||||||
| Elison Virtus Company Limited | $ | $ | ||||||
| Less: Impairment | $ | $ | ||||||
| $ | $ | |||||||
On
July 5, 2024, the Company entered into a Share Purchase Agreement. As consideration for entering into this agreement, the Company received
shares,
Management determined that the carrying amount of the investment exceeded its recoverable amount as uncertainty in future cash flows and lack of sufficient observable inputs, a reasonable assessment of recoverable amount could not be carried out, necessitating recognition of impairment. Thus, the investment was fully impaired at September 30, 2025.
NOTE 4 - RELATED PARTY TRANSACTIONS
The
Company owed a related party, Flywheel Financial Strategy (Hong Kong) Company Limited, a company controlled by Tin Sze Wai, the spouse of the controlling shareholder of the Company, $
The
Company owed a related party, Autometa Technology Limited, a company controlled by Tang Siu Fung, the controlling shareholder of the Company,
$
Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed from these 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.
Our unaudited consolidated 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.
Overview
Flywheel Advanced Technology, Inc. (formerly known as Pan Global Corp.) was incorporated in the state of Nevada on April 30, 2010 for the purposes to provide Internet of Things (“IoT”) solutions and services to assist its clients to build applications using available IoT devices, sensors, frameworks, and platforms, integrate hardware and software solutions with clients existing landscape, or implement new IoT solutions for enterprises. 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 owns 85% of equity of Blue Print, and the balance is held by an individual unrelated to the Company.
In July 2024, the Company completed a sale of its subsidiaries, including Mega Fortune Company Limited, a subsidiary incorporated on January 30, 2024, pursuant to the Share Purchase Agreement with Mericorn Company Limited, in exchange for a 9.38% minority interest in Elison Virtus Company Limited, and as a result of that disposition, the Company became a “shell company” under SEC Rule 405 due to the cessation of active business operations.
On October 1, 2025, Blue Print entered into an Agency Agreement (the “Agency Agreement”) with XCoffee Robotics Trading Ltd. of Abu Dhabi (“XCoffee”). Pursuant to the Agency Agreement, Blue Print, as a supplier of a Robotic Arm Coffee Solutions (the “Product”), appointed XCoffee as its authorized non-exclusive agent to distribute the Product in Abu Dhabi, United Arab Emirates. The Agency Agreement is valid for three years, does not provide for the early termination option, and will be automatically renewed for another three years unless either party provides a written non-renewal notice at least 30 days before the expiration date.
On April 1, 2026, the Company dismissed BCRG as the Company’s independent registered public accounting firm, and engaged WSJ and Partners as its independent registered public accounting firm, to review of the Company’s financial statements for the quarters ended March 31, 2026 and June 30, 2026, and to audit the Company’s consolidated financial statements for the year ending September 30, 2026.
The Company’s primary objective for the next 12 months and beyond is to achieve long-term growth through a business combination or the successful development of its operating business. As of the date of this Quarterly Report, the Company has not entered into any definitive agreements or specific discussions with potential business combination candidates. The Company has unrestricted flexibility in seeking, analyzing, and participating in potential business opportunities.
Should the Company pursue an acquisition, for which no assurances can be given, the structure of the transaction will depend on the specific opportunity, the needs of the Company, and the negotiating strength of all parties involved. Possible structures include leases, purchase and sale agreements, licenses, joint ventures, and other contractual arrangements. The Company may participate directly or indirectly through partnerships, corporations, or other forms of organization. Implementing such structures could involve mergers, consolidations, or reorganizations, and the Company may not necessarily emerge as the surviving entity. The Company intends to identify potential business combinations by contacting affiliates, lenders, investment banks, private equity firms, consultants, and attorneys.
| 14 |
We face significant competition in our efforts to identify and pursue a viable business venture. Our primary competitors are expected to include other organizations established and funded for similar purposes, such as small venture capital firms, blank check companies, and high-net-worth investors, many of which possess substantially greater financial and operational resources than we do.
Results of Operations:
Comparison of the Three months ended June 30, 2026 and 2025
Revenue
During the three months ended June 30, 2026 and 2025, we did not have any revenues.
Operating expenses
During the three months ended June 30, 2026, our operating expenses primarily consisted of professional fees of $76,541 and general and administrative fees of $1,733. During the three months ended June 30, 2025, our operation expenses consisted primarily of professional fees of $24,032 and general and administrative fees of $1,229. This increase was primarily driven by higher professional fees incurred for legal services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the quarter.
Income tax expenses
There are no income tax expenses for the three months ended June 30, 2026 and 2025.
Net loss
Net loss increased by $53,013 to $78,274 from $25,261 for the three months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by higher professional fees incurred for legal services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the quarter.
Comparison of the Nine Months Ended June 30, 2026 and 2025
Revenue
During the nine months ended June 30, 2026 and 2025, we did not have any revenues.
Operating expenses
During the nine months ended June 30, 2026, our operating expenses primarily consisted of professional fees of $147,252 and filing and other fees of $4,414. During the nine months ended June 30, 2025, our operation expenses consisted primarily of professional fees of $66,900 and filing and other fees of $3,613.
Income tax expenses
There are no income tax expenses for the Nine months ended June 30, 2026 and 2025.
Net loss
Net loss increased by $81,153 to $151,666 from $70,513 for the nine months ended June 30, 2026, compared to the same period in 2025. This increase is primarily driven by increase in professional fees which were incurred for advisory services for submission of application to FINAR, legal services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the nine months ended June 30, 2026.
| 15 |
Liquidity and Capital Resources
As of June 30, 2026, we had $45,726 in cash and cash equivalents.
Cash flows for the nine months ended June 30, 2026 and 2025
Operating Activities
Cash flows from operating activities generally reflect net loss. Cash used in operating activities was $168,524 for the nine months ended June 30, 2026 compared to cash used in operating activities of $136,764 for the nine months ended June 30, 2025. Cash used in operating activities increased during the nine months ended June 30, 2026 was due to increase in cash used for professional fee for the period.
Investing Activities
There were no cash flows from investing activities during the nine months ended June 30, 2026 and 2025.
Financing Activities
Cash flows used in financing activities generally reflect changes in debt activity during the period. Net cash provided by financing activities was $214,250 for the nine months ended June 30, 2026 compared to net cash provided by financing activities of $136,764 for the nine months ended June 30, 2025. Net cash provided by financing activities for the nine months ended June 30, 2026 was primarily attributable to advance made by related parties to the Company in the total amount of $214,250. Net cash provided by financing activities for the nine months ended June 30, 2025 was primarily attributable to advance made by a related party to the Company in the amount of $136,764.
Management believes the cash on hand combined with net cash provided by financing activities will be sufficient to fund operations for the next 12 months and beyond.
Going Concern
The Company incurred a net operating loss of approximately $0.15 million, had negative cash flows from operating activities of $0.17 million during the nine months ended June 30, 2026, and had minimum cash balance as of its fiscal year end. The Company is currently in the process of negotiations with potential investors with respect to certain arrangements to raise additional capital, which it believes will occur in the foreseeable future. As of the date of this Quarterly Report, the Company has not entered into any definitive agreements or had any specific discussions with potential business combination candidates. As such, the Company believes that the substantial doubt about our ability to continue as a going concern will be alleviated if management’s plans will be achieved.
Critical Accounting Estimates
The preparation of our financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that impact the amounts reported in our financial statements and accompanying notes that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The management determines there are no critical accounting entries.
Recently issued Accounting Pronouncements
For the impact of recently issued accounting pronouncements on the Company’s financial statements, see Note 2 (K) to the unaudited condensed financial statements included in “Part I, Item 1 — Financial Statements” of this Quarterly Report on Form 10-Q and incorporated herein by reference.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, or capital resources.
Item 3. Quantitative And Qualitative Disclosures About Market Risk
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item.
Item 4. Controls and Procedures
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 Principal Financial Officer (who is the same person), to allow for timely decisions regarding required disclosure.
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 Officer and Principal 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, 2026.
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, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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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 are a 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 of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended June 30, 2026, no director, officer or Section 16 officer
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 amended. | |
| 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 amended. | |
| 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. |
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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 14, 2026 | ||
| FLYWHEEL ADVANCED TECHNOLOGY, INC. | ||
| By: | /s/ Luk Yuen Leung | |
| Name: | Luk Yuen Leung | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer and Principal Financial Officer) | ||
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