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~~December 3031, 2024

☐ 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)

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)

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 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 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~~February 1913, ~~2024~~2025, was 2529,591,164 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	~~Unaudited~~ Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1815
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	22
Item 4.	Controls and Procedures.	22
PART II – OTHER INFORMATION		23
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3.	Defaults Upon Senior Securities.	2324
Item 4.	Mine Safety Disclosures.	2324
Item 5.	Other Information.	2324
Item 6.	Exhibits.	2325
SIGNATURES		2326

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements.

FLYWHEEL ADVANCED TECHNOLOGY, INC.

UNAUDITED ~~CONDENSED~~INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~DECEMBER 3031, 2024 ~~AND SEPTEMBER 30, 2023~~

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONTENTS

	Pages
Consolidated Balance Sheets as of June 30, 2024 (unaudited) and September 30, 2023	5
Consolidated Balance Sheets as of December 31, 2024 (unaudited) and September 30, 2024	5
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income/(loss) for the Three and Nine Months Ended June 30, 2024 and June 30, 2023 (unaudited)	6
Unaudited Condensed Consolidated Statements of Operations and Comprehensive loss for the Three Months Ended December 31, 2024 and 2023	6
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended June 30, 2024 and June 30, 2023 (unaudited)	7
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended December 31, 2024 and 2023	7
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2024 and June 30, 2023 (unaudited)	8
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023	8
Notes to Unaudited Condensed Consolidated Financial Statements	9-1714

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	December 31,			September 30,
	2024			~~2023~~2024
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Prepaid expenses and other current assets	$	52,~~806~~952		$	3,~~667~~987
Assets held for sale		4,773,194			4,620,124
INVESTMENTS		5,422,500			5,422,500
TOTAL ASSETS	$	45,~~779~~425,~~000~~452		$	45,~~623~~426,~~791~~487
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accrued expenses and other current liabilities	$	9329,~~949~~636		$	5480,~~894~~992
Due to related parties		740,252			456,966
Due to a related party		820,295			743,261
Liabilities held for sale		1,278,183			1,257,681
Total current liabilities		849,931			824,253
Total current liabilities		2,112,384			1,769,541
Total Liabilities		2,112,384			1,769,541
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value 550,000,000, shares authorized, 29,662,164 shares issued and outstanding as of June 30, 2024 and September 30, 2023		2,966			2,966
Common stock, $0.0001 par value 550,000,000, shares authorized, 29,662,164 shares issued and outstanding as of December 31, 2024 and September 30, 2024		2,966			2,966
Paid in Capital		69,~~677~~129,~~222~~860			69,~~677~~129,~~222~~860
Accumulated other comprehensive income/(loss)		42,~~181~~743			(2,~~691~~743	)
Accumulated deficit		(4,~~017~~560,~~753~~048	)		(34,~~823~~533,~~247~~335	)
Total Stockholders’ Equity		24,~~666~~575,~~616~~521			24,~~854~~602,~~250~~234
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	45,~~779~~425,~~000~~452		$	45,~~623~~426,~~791~~487

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

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Unaudited)

	2024			2023			~~2024~~			~~2023~~
	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	For the three months ended
	2024			2023			2024			2023
	December 31,
REVENUE, NET	$	-		$	-		$	-		$	-
	2024			2023
OPERATING EXPENSES
REVENUE, NET	$	-		$	-
Professional fees		103,650			112,895			316,387			1,232,779
OPERATING EXPENSES
General and administrative		1,426			2,587			3,818			12,821
Professional fees		25,624			168,135
Total Operating Expenses		105,076			115,482			320,205			1,245,600
General and administrative		1,089			1,153
OPERATING LOSS		(105,076	)		(115,482	)		(320,205	)		(1,245,600	)
Total Operating Expenses		26,713			169,288
LOSS BEFORE INCOME TAXES		(105,076	)		(115,482	)		(320,205	)		(1,245,600	)
OPERATING LOSS		(26,713	)		(169,288	)
Income taxes		-			-			-			-
LOSS BEFORE INCOME TAXES		(26,713	)		(169,288	)
NET LOSS FROM CONTINUING OPERATIONS		(105,076	)		(115,482	)		(320,205	)		(1,245,600	)
Income taxes		-			-
PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		67,213			(120,006	)		125,699			(335,021	)
NET LOSS FROM CONTINUING OPERATIONS		(26,713	)		(169,288	)
NET LOSS		(37,863	)		(235,488	)		(194,506	)		(1,580,621	)
Discontinued operations, net of tax		-			80,978
OTHER COMPREHENSIVE INCOME
NET LOSS		(26,713	)		(88,310	)
Foreign currency translation gain		3,873			763			6,872			441
OTHER COMPREHENSIVE LOSS
COMPREHENSIVE LOSS	$	(33,990	)	$	(234,725	)	$	(187,634	)	$	(1,580,180	)
Foreign currency translation gain (loss)		-			8,543
Net loss from continuing operations per share - basic and diluted:	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.05	)
COMPREHENSIVE LOSS	$	(26,713	)	$	(79,767	)
Net loss - basic and diluted:	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.06	)
Net loss from continuing operations per share - basic and diluted:	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding		29,662,164			27,941,285			29,662,164			25,621,646
Net loss - basic and diluted:	$	(0.00	)	$	(0.00	)
Weighted average number of shares Outstanding		29,662,164			29,662,164

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

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

(Unaudited)

							Accumulated
							other
	Common Stock				Paid		comprehensive			Accumulated
	Shares		Value		in Capital		(loss)/income			Deficit			Total
	Common Stock				Paid		Accumulated other comprehensive			Accumulated
Balance at September 30,		29,662,164	$	2,966	$	9,129,860	$	2,743		$	(4,533,335	)	$	4,602,234
	Shares		Value		in Capital		(loss)/income			Deficit			Total
Net loss		-		-		-		-			(26,713	)		(26,713	)
Balance at September 30, 2023		29,662,164	$	2,966	$	6,677,222	$	(2,691	)	$	(3,823,247	)	$	2,854,250
Balance at December 31,		29,662,164	$	2,966	$	9,129,860	$	2,743		$	(4,560,048	)	$	4,575,521
Exchange difference on translation		-		-		-		8,543			-			8,543
Net loss		-		-		-		-			(88,310	)		(88,310	)
Balance at December 31, 2023		29,662,164	$	2,966	$	6,677,222	$	5,852		$	(3,911,557	)	$	2,774,483
Exchange difference on translation		-		-		-		(5,544	)		-			(5,544	)
Net loss		-		-		-		-			(68,333	)		(68,333	)
Balance at March 31, 2024		29,662,164	$	2,966	$	6,677,222	$	308		$	(3,979,890	)	$	2,700,606
Exchange difference on translation		-		-		-		3,873			-			3,873
Net loss		-		-		-		-			(37,863	)		(37,863	)
Balance at June 30, 2024		29,662,164	$	2,966	$	6,677,222	$	4,181		$	(4,017,753	)	$	2,666,616

	Common Stock				Paid		Accumulated other comprehensive			Accumulated
							Accumulated
							other
	Common Stock				Paid		comprehensive			Accumulated
	Shares		Value		in Capital		(loss)/income			Deficit			Total
Balance at September 30, 2022		17,822,564	$	1,782	$	2,534,546	$	-		$	(2,740,458	)	$	(204,130	)
Balance at September 30, 2023		29,662,164	$	2,966	$	6,677,222	$	(2,691	)	$	(3,823,247	)	$	2,854,250
Net loss		-		-		-		-			(25,832	)		(25,832	)
Balance		29,662,164	$	2,966	$	6,677,222	$	(2,691	)	$	(3,823,247	)	$	2,854,250
Balance at December 31, 2022		17,822,564	$	1,782	$	2,534,546	$	-		$	(2,766,290	)	$	(229,962	)
Exchange difference on translation		-		-		-		8,543			-			8,543
Issuance of common stock for acquisition		8,939,600		894		3,127,966		-			-			3,128,860
Net loss		-		-		-		-			(88,310	)		(88,310	)
Exchange difference on translation		-		-		-		(322	)		-			(322	)
Balance at December 31,		29,662,164	$	2,966	$	6,677,222	$	5,852		$	(3,911,557	)	$	2,774,483
Net loss		-		-		-		-			(1,319,301	)		(1,319,301	)
Balance		29,662,164	$	2,966	$	6,677,222	$	5,852		$	(3,911,557	)	$	2,774,483
Balance at March 31, 2023		26,762,164	$	2,676	$	5,662,512	$	(322	)	$	(4,085,591	)	$	1,579,275
Balance		26,762,164	$	2,676	$	5,662,512	$	(322	)	$	(4,085,591	)	$	1,579,275
Issuance of common stock		2,900,000		290		1,014,710		-			-			1,015,000
Exchange difference on translation		-		-		-		763			-			763
Net loss		-		-		-		-			(235,488	)		(235,488	)
Balance at June 30, 2023		29,662,164	$	2,966	$	6,677,222	$	441		$	(4,321,079	)	$	2,359,550
Balance		29,662,164	$	2,966	$	6,677,222	$	441		$	(4,321,079	)	$	2,359,550

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

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	Nine Months Ended June 30,
	For the three months
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~194~~26,~~506~~713	)	$	(188,~~580,621~~310	)
Adjusted to reconcile net loss to cash provided by (used in) operating activities:
Adjusted to reconcile net loss to cash provided (used) by operating activities:
Amortization		~~51,653~~-			917,~~280~~218
Depreciation		~~3,779~~-			-1,968
Lease amortization		~~35,026~~-			1112,~~847~~201
Allowance of expected credit losses		~~736,141~~-			~~267~~59,~~698~~250
Reversal of allowance of expected credit losses		~~(165,477~~-	)		-(85,373	)
Deferred income taxes		~~(102,071~~-	)		~~(50,271~~879	)
Changes in operating assets and liabilities
Changes in operating assets and liabilities (Increase)/decrease in:
(Increase)/decrease in:
Prepaid expenses and other current assets		1,035			1,669
Prepaid expenses and other current assets		(2,138	)		(341	)
Assets held for sale Increase/(decrease) in:		-			(270,420	)
Assets held for sale		(1,017,030	)		319,716
Accrued expenses and other current liabilities		(51,356	)		22,519
Increase/(decrease) in:
Liabilities held for sale		-			(27,541	)
Accrued expenses and other current liabilities		39,056			1,020,936
Net cash used in operating activities		(77,034	)		(355,940	)
Liabilities held for sale		(79,667	)		(49,013	)
Net cash used in operating activities		(695,234	)		(50,769	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from purchase of a subsidiary		-			565,449
Purchase of property, plant and equipment		-			(5,176	)
Advance to related parties		109			-
Net cash used in investing activities		-			(5,176	)
Purchase of property, plant and equipment		(7,600	)		-
Net cash (used in)/provided by investing activities		(7,491	)		565,449
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings		(81,605	)		(26,519	)
Proceeds from bank overdraft		-			127,914
Advances from related party		318,568			225,005
Repayment of borrowings		-			(26,986	)
Net cash provided by financing activities		236,963			198,486
Advances from/ (Repayment to) related party		77,034			(46,862	)
NET (DECREASE)/INCREASE IN CASH AND EQUIVALENTS		(465,762	)		713,166
Net cash provided by financing activities		77,034			54,066
EFFECT OF EXCHANGE RATES ON CASH		1,310			(209	)
NET DECREASE IN CASH AND EQUIVALENTS		-			(307,050	)
AT BEGINNING OF PERIOD		621,001			-
EFFECT OF EXCHANGE RATES ON CASH		-			2,416
CASH AND EQUIVALENTS AT END OF PERIOD	$	156,549		$	712,957
AT BEGINNING OF PERIOD		-			621,001
CASH AND EQUIVALENTS AT END OF PERIOD	$	-		$	316,367
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes	$	3,374		$	790
Cash paid for interest	$	-		$	5,249
Cash paid for interest	$	15,060		$	-

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

~~FLYWHEEL~~December ~~ADVANCED TECHNOLOGY~~30, ~~INC.~~2024 and 2023

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 and 2023

(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.

The Company had the following significant events:

● Stock Purchase Agreement (July 13, 2021) – In July 2021, the Company entered into a Stock Purchase Agreement 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 the Company. As a result, the Purchaser became 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. 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. ● Name Change (November 21, 2021) – On November 21, 2021, Board of directors and majority shareholder approved the change of the Company’s name to “Flywheel Advanced Technology, Inc.”. ● Reverse Stock Split (July 13, 2022) – On July 13, 2022, the Company completed a 1:100 reverse stock split of the Company’s common stock which became 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. ● Ticker Symbol Change (August 5, 2022) – On August 5, 2022, the Company was informed by the FINRA that the new ticker symbol of the Company is “FWFW”. ● Issuance of Preferred Stock A-1 (September 15, 2022) – 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. ● 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. ● Formation of Blue Print Global, Inc. (November 30, 2022) – 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%.

~~FLYWHEEL ADVANCED~~● ~~TECHNOLOGY~~Blue Print Agency Agreement (December 7, ~~INC~~2022) – 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. ● Share Exchange with QBS System Limited (December 15, 2022) – 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 “Seller”). On March 22, 2023, the Seller transferred and assigned 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 no change in the officers and directors of the Company, and QBS System will continue its business as a wholly owned subsidiary of the Company. ● Common Stock Issuances (May 24, 2023) – On May 24, 2023, the Company issued 1,450,000 shares of common stock to each of Sau Ping Leung and So Ha Tsang. Such shares were issued on May 24, 2023. These two individuals collectively hold 30% of Blue Print. ● Formation of Mega Fortune Company Limited and Ponte Fides Company Limited (January 30, 2024 and February 13, 2024) – 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. ● Transfer of QBS System Shares to Ponte Fides Company Limited (April 29, 2024) – On April 29, 2024, the Company transferred all of the issued and outstanding shares of QBS System at HK$100 under a restructuring. Following the closing of the share transfer, there will be no change in the officers and directors of the Company, and QBS System will continue its business as a wholly owned subsidiary of the Company. ● Sale of QBS System, Ponte Fides, and Mega Fortune (July 5, 2024) – On July 5, 2024, the Company and Mega Fortune, 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$56,360,000 (or approximately $7,230,000) by the transfer of 938 shares of the Buyer’s wholly owned subsidiary, Elison Virtus Company Limited (“Elison”) from the Buyer to the Company for the Mega Fortune Disposition.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

● Blue Print Agency Agreement (December 7, 2022) – 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. ● Share Exchange with QBS System Limited (December 15, 2022) – 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 “Seller”). On March 22, 2023, the Seller transferred and assigned 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 no change in the officers and directors of the Company, and QBS System will continue its business as a wholly owned subsidiary of the Company. ● Common Stock Issuances (May 24, 2023) – On May 24, 2023, the Company issued 1,450,000 shares of common stock to each of Sau Ping Leung and So Ha Tsang. Such shares were issued on May 24, 2023. These two individuals collectively hold 30% of Blue Print. ● Formation of Mega Fortune Company Limited and Ponte Fides Company Limited (January 30, 2024 and February 13, 2024) – 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. ● Transfer of QBS System Shares to Ponte Fides Company Limited (April 29, 2024) – On April 29, 2024, the Company transferred all of the issued and outstanding shares of QBS System at HK$100 under a restructuring. Following the closing of the share transfer, there will be no change in the officers and directors of the Company, and QBS System will continue its business as a wholly owned subsidiary of Mega Fortune, which is a wholly owned subsidiary of the Company. ● Sale of QBS System, Ponte Fides, and Mega Fortune (July 5, 2024) – On July 5, 2024, the Company and Mega Fortune, 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$56,360,000 (or approximately $7,230,000) by the transfer of 938 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 the disposition was completed during our fourth fiscal quarter of 2024, we expect to recognize a gain on the disposition during the three months ending September 31, 2024. The activities of the three reportable segments have been segregated and reported as discontinued operations for all periods presented.

QBS System was incorporated in Hong Kong on April 14, 2011 with limited liability and its principal activities are providing Internet of Things (“IoT”) solutions and services across industries. Its IoT solutions help clients to build applications using available IoT device, sensors, framework and platform, to integrate the available hardware and software solution with clients’ existing landscape or implement a new IoT solution for enterprises.

QBS System provides a full-range IoT services comprising consulting development and implementation, analytics, support, and evolution. It has a business portfolio providing IoT integration solution services, IoT maintenance, support services, IoT projects and ventures Business Process Outsourcing (“BPO”) services, and approximately years of experience in Hong Kong providing IoT software and hardware engineering services. Clients range across various industries, such as logistics and supply chain management, food and beverage, automation and smart building. The applications of QBS System’s IoT Solution include connected equipment in the enterprise (“Enterprise IoT”) and industrial assets such as machines, robots, or even workers in smart factories and industrial facilities (“Industrial IoT”, the essential component of Industry 4.0).

QBS System formed a wholly owned subsidiary, QBS System Pty Ltd (“QBS System Pty”) in Australia on May 8, 2020 and its principal activities are providing computer network systems design and integration services.

~~FLYWHEEL~~The ~~ADVANCED~~Company’s ~~TECHNOLOGY~~subsidiaries are as follows as of December 31, ~~INC.~~2024:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s subsidiaries are as follows as of June 30, 2024:

SCHEDULE OF COMPANY SUBSIDIARIES

Name of Corporation	Date of Formation	Ownership	Description of Business
Flywheel Advanced Technology, Inc.	April 30, 2010	100%	Parent Company
Flywheel Advanced Technology, Inc. (Nevada Corporation)	April 30, 2010	100%	Parent Company
(Nevada Corporation)
Blue Print Global, Inc. (British Virgin Islands Corporation)	November 30, 2022	70%	Establish an operation to source the supply and sale of warehouse patrol robots.
Blue Print Global, Inc.	November 30, 2022	85%	Establish an operation to source the supply and sale of warehouse patrol robots.
(British Virgin Islands Corporation)
QBS System Limited (Hong Kong Corporation)	March 22, 2023 (date of acquisition)	100%	Provision of IoT products and services
Mega Fortune Company Limited	January 30, 2024	100%	Holding Company
(Cayman Islands Corporation)
Ponte Fides Company Limited	February 13, 2024	100%	Holding Company
(British Virgin Islands Corporation)

We use the terms “Company”, “we” and “us” to refer to both Flywheel Advanced Technology, Inc. and its subsidiaries.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Basis of Presentation

The accompanying unaudited interim consolidated financial statements (“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.

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(B) Unaudited Interim Consolidated financial statements

The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its wholly owned and majority owned subsidiaries have been prepared in accordance with accounting principles generally ~~accepted~~ 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 consolidated financial statements and notes thereto for the year ended September 30, ~~2023~~2024 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.

The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

~~Going Concern~~11

~~The accompanying~~ ~~unaudited~~(C) ~~interim~~Going 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 financial statements. As of June 30, 2024, the Company had no cash and an accumulated deficit of $4,017,753 after the carrying amounts of the assets and liabilities of the three reportable segments were classified as held for sale due to the Mega Fortune Disposition.Concern

~~Because~~Pursuant to the ~~Company~~guidance ~~does~~in ~~not~~ASC ~~expect~~205-40 ~~that~~Going ~~existing~~Concern, ~~operational~~for ~~cash~~each ~~flow~~annual ~~will~~and beinterim ~~sufficient~~reporting toperiod ~~fund~~an ~~presently~~entity’s ~~anticipated~~management ~~operations~~must evaluate whether there are conditions and events, ~~this~~considered ~~raises~~ in the aggregate, that raise substantial doubt about ~~the~~an ~~Company~~entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. ~~Therefore~~To that extent, the Company ~~will~~incurred a ~~need~~net tooperating ~~raise~~loss ~~additional~~of approximately $0.03 million, had negative cash flows from operating activities of $0.08 million during the three ~~funds~~months ended December 31, 2024 and ishad ~~currently~~minimum ~~exploring~~cash ~~alternative~~balance ~~sources~~as of ~~financing~~its fiscal year end. ~~Recently~~With that said, the Company ~~being~~is ~~funded~~currently byin ~~our~~process of ~~related~~entering ~~company,~~into ~~Flywheel Financial~~certain ~~Strategy~~arrangements ~~(Hong~~to ~~Kong)~~raise ~~Company~~additional ~~Limited~~capital, ~~who~~which ~~has~~it ~~extended~~believes ~~interest-free~~to ~~demand~~be ~~loans~~probable toof occurring as of the ~~Company~~date of the filing. ~~There~~As ~~can~~such, bethe noCompany ~~assurances~~ believes that ~~our~~the ~~related~~substantial ~~company~~doubt ~~will~~about ~~continue~~our ability to ~~fund~~continue ~~the~~as ~~Company,~~a orgoing ~~that~~concern ~~the~~has ~~Company~~been ~~can~~alleviated as ~~obtain~~a ~~any~~result ~~other~~of ~~sources~~consideration of ~~financing~~management’s plans.

(CD) Principles of Consolidation

The accompanying ~~Unaudited~~unaudited ~~Condensed~~condensed consolidated financial statements are presented using the accrual basis of accounting and include the Company and its ~~wholly owned and~~ majority -owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

(DE) Use of estimates

The preparation of unaudited condensed consolidated financial statements in accordance with ~~the~~ U.S. GAAP requires management to make estimates and assumptions that affect the ~~amounts~~ reported inamounts ~~the~~of ~~unaudited~~liabilities ~~condensed~~and ~~consolidated~~disclosure ~~financial~~of ~~statements.~~contingent ~~Significant~~assets ~~items subject to such estimates~~ and ~~assumptions~~liabilities ~~include~~at the ~~useful~~date ~~lives~~ of ~~property,~~the unaudited ~~plant~~condensed ~~and~~consolidated ~~equipment,~~financial ~~revenue~~statements ~~recognition,~~and ~~allowance for credit losses,~~ the ~~measurement~~reported amounts of ~~lease~~revenues ~~liabilities~~ and ~~right-of-use~~expenses ~~(“ROU”)~~during ~~assets,~~the ~~measurements~~reporting ofperiod. The ~~assets~~most ~~and~~significant ~~obligations~~estimates ~~related~~ relate to ~~employee~~income ~~benefits,~~taxes ~~the~~and ~~nature~~contingencies. ~~and~~The ~~timing~~Company ofbases ~~the~~its ~~satisfaction~~estimates ofon ~~performance~~historical ~~obligations~~experience, ~~the~~known or ~~standalone~~expected ~~selling price of performance obligations~~trends, ~~variable~~and ~~consideration,~~various other ~~obligations~~assumptions ~~for~~that ~~revenue~~are ~~recognition,~~believed ~~and~~to ~~other~~be ~~contingencies.~~reasonable ~~Management~~given ~~believes~~ the ~~estimates used~~quality inof information available as of the ~~preparation~~date of ~~the~~these ~~Unaudited~~unaudited ~~Condensed~~condensed consolidated financial statements. ~~are~~The ~~reasonable,~~results ~~and~~of ~~management~~these ~~has made~~ assumptions ~~about~~ ~~the~~provide ~~possible effects of~~ the ~~ongoing~~basis ~~COVID-19~~for ~~pandemic~~making estimates onabout ~~critical~~the ~~and~~carrying ~~significant~~amounts ~~accounting~~of ~~estimates.~~assets ~~Although these estimates~~ and ~~assumptions~~liabilities that are ~~based~~not ~~upon~~readily ~~management’s~~apparent ~~best~~from ~~knowledge~~other ofsources. ~~current~~Actual ~~events and actions, actual~~ results could differ from these ~~estimates.~~ ~~Any changes in~~ estimates ~~are adjusted prospectively in the Company’s unaudited condensed consolidated financial statements~~.

12 (F) Investments

~~FLYWHEEL~~The ~~ADVANCED~~Company ~~TECHNOLOGY,~~applies ~~INC~~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.

~~NOTES~~The TOCompany ~~CONDENSED~~assesses ~~CONSOLIDATED~~investments ~~FINANCIAL~~for ~~STATEMENTS~~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 three months ended December 31, 2024 and determined that the Company’ s proportionate economic interest in the investments indicate that the investments were not other than temporarily impaired. The carrying value of our cost method investments is reported as “investments” on the consolidated balance sheets. Note 4 contains additional information on our cost method investments.

(E) Foreign currency translation

The Company’s consolidated financial statements are reported in United States dollars (“US$”), the Company’s reporting currency, also the functional currency. The functional currency for the Company’s subsidiary organized in Hong Kong is Hong Kong dollars (“HK$”). The functional currency for the Company’s subsidiary organized in Australian is Australian dollars (“A$”). The translation of the functional currencies of the Company’s subsidiaries into US$ is performed for balance sheet accounts using the exchange rates in effect as of the balance sheet date and for revenues and expense accounts using a monthly average exchange rate prevailing during the respective period. The gains or losses resulting from such translation are reported as currency translation adjustments under other comprehensive income (loss), net, under accumulated other comprehensive income (loss) as a separate component of equity.

Monetary assets and liabilities of the Company and its subsidiary denominated in currencies other than the functional currency of the Company and subsidiary are translated into their respective functional currency at the rates of exchange prevailing on the balance sheet date.

Transactions of the Company and its subsidiary in currencies other than the Company’s and the Subsidiary’s functional currencies are translated into the respective functional currencies at the average monthly exchange rate prevailing during the period of the transaction. The gains or losses resulting from foreign currency transactions are included in the consolidated statements of income.

The exchange rates used to translate amounts in HK$ and A$ into US$ for the purposes of preparing the consolidated financial statements were as follows:

SCHEDULE OF EXCHANGE RATES

	June 30, 2024	September 30, 2023
Balance sheet items, except for common stock, additional paid-in capital and retained earnings, as of period end	US$1=HK$7.81047	US$1=HK$7.82996
	US$1=A$1.50501	US$1=A$1.55615

	For the Three Months Ended June 30,
	2024	2023
Amounts included in the statements of operations and cash flows for the period	US$1=HK$7.81760	US$1=HK$7.84901
	US$1=A$1.51669	US$1=A$1.49816

	For the nine months Ended June 30,
	2024	2023
Amounts included in the statements of operations and cash flows for the period	US$1=HK$7.81742	US$1=HK$7.84901
	US$1=A$1.52416	US$1=A$1.49816

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(F) Other comprehensive (loss)/income

The foreign currency translation gain or loss resulting from translation of the financial statements expressed in HK$ and AU$ to US$ is reported as other comprehensive income or loss in the statements of operations and stockholders’ equity.

(G) Earning per share

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 no potentially dilutive securities for 2024 and 2023.

(H) 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.

(I) Recently Issued Accounting Standards

~~The~~There ~~Company~~are ~~has~~no ~~reviewed~~recent ~~all recently issued, but not yet effective,~~ accounting pronouncements ~~and~~that ~~does~~impact ~~not believe~~ the ~~future~~Company’s ~~adoption of any such pronouncements may be expected to cause a material impact on our financial statements~~operations.

NOTE 3 – DISCONTINUED OPERATIONS

On July 5, 2024, the Company and Mega Fortune Company Limited, its wholly-owned subsidiary, completed the sale (the “Mega Fortune Disposition”) to Mericorn Company Limited (the “Buyer”), of all of the equity associated with the Company ’ s Mega Fortune Company Limited, which is ~~comprised~~composed of the Company ’ s subsidiaries, ~~Ponte~~Pontes Fides Company Limited, QBS System Limited and QBS System Pty Ltd, pursuant to a Share Purchase Agreement, dated as of July 5, 2024. The Mega Fortune Company Limited 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$56,360,000 (or approximately $7,230,000) by the transfer of 938 shares of the Buyer’ s wholly owned subsidiary, Elison Virtus Company Limited (“ ” Elison ” ) from the ~~Buyer~~ Buyer to the Company for the Mega Fortune Disposition. As of July 5, 2024, the ~~disposition~~Company ~~was~~determined ~~completed~~that ~~during~~the ~~our~~estimated ~~fourth~~fair ~~fiscal~~value ~~quarter~~of 938 shares of ~~2024~~Elison was $5,422,500 weand ~~expect to~~the ~~recognize~~share atransfer ~~gain~~had onbeen completed. the ~~disposition~~share ~~during~~transfer ~~the~~had ~~three~~been ~~months~~completed. ~~ending~~The ~~September~~Company ~~31,~~recognized a ~~2024~~pre-tax gain on such sale of $2,452,638. The activities of the three reportable segments, provision of IT maintenance and support services, ~~have~~IoT ~~been~~BPO ~~segregated~~services and ~~reported~~IoT asdevelopment ~~discontinued~~services ~~operations~~in ~~for~~Hong ~~all~~Kong ~~periods~~and ~~presented.~~Australia have been segregated and reported as

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts of the assets and liabilities of the three reportable segments were classified as held for sale in our unaudited condensed consolidated balance sheets as of June 30, 2024. The asset and liability balances as of June 30, 2024 were classified as current as we anticipated the sale of these assets and liabilities within a one year period. The carrying amounts were as follows:

Schedule of Disclosure of Long Lived Assets Held for sale

	June 30,		September 30,
	2024		2023
	(Unaudited)		(Audited)
Cash and cash equivalents	$	156,549	$	621,001
Accounts receivable, net of allowances		1,878,641		1,431,201
Due from related parties		120,375		116,419
Prepaid expenses and other current assets		392,946		389,075
Deferred tax assets		116,169		22,481
Total current assets held for sale		2,664,680		2,580,177
Property and equipment, net		10,380		6,783
Goodwill		1,840,202		1,840,202
Acquisition-related intangibles		107,828		159,481
Right-of-use assets		150,104		33,481
Total assets held for sale	$	4,773,194	$	4,620,124
Bank loans - current portion	$	112,424	$	104,608
Accounts payable		36,467		78,064
Accrued expenses and other current liabilities		113,515		115,195
Due to related parties		401,286		365,061
Operating lease liabilities		48,985		37,789
Income tax payable		50,707		46,699
Total current liabilities for sale		763,384		747,416
Bank loans		395,926		483,950
Operating lease liabilities		101,081		-
Deferred tax liabilities – arise from fair value gain		17,792		26,315
Total liabilities for sale	$	1,278,183	$	1,257,681

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summarized results of discontinued operations for the three reportable segments are as follows:

~~Schedule~~ SCHEDULE ofOF ~~Discontinued~~DISCONTINUED ~~Operations~~ OPERATIONS

	2024			2023			2024			2023
	For the three
	For the Three Months Ended						For the nine months Ended
	months ended
	June 30,						June 30,
	December 31,
	2024			2023			2024			2023
	2023
Revenue, net	$	~~885~~625,~~644~~809		$	~~579,691~~		$	~~2,855,898~~		$	~~616,326~~
Cost of revenue		(~~454~~414,~~259~~378	)		~~(444,823~~	)		~~(1,526,469~~	)		~~(533,964~~	)
Operating expenses		(~~480~~220,~~747~~464	)		~~(333,629~~	)		~~(1,527,988~~	)		~~(520,715~~	)
Other income		84103,~~651~~801			~~58,435~~			~~244,105~~			~~58,449~~
Interest (expenses) income, net		(45,~~775~~186	)		~~(5,400~~	)		~~(14,906~~	)		~~(5,388~~	)
Profit/ (loss) from discontinued operations before taxes		30,514			(145,726	)		30,640			(385,292	)
Income from discontinued operations before taxes		89,582
Income taxes		36(8,~~699~~604	)		~~25,720~~			~~95,059~~			~~50,271~~
Profit/ (loss) from discontinued operations, net of tax	$	67,213		$	(120,006	)	$	125,699		$	(335,021	)
Income from discontinued
operations, net of tax	$	80,978
Income from discontinued operations, net of tax	$	80,978

Summarized cash flow information for the three reportable segments discontinued operations are as follows:

~~Schedule~~ SCHEDULE ~~of Cash~~OF ~~Flow~~CASH ~~Information~~ FLOW INFORMATION

	2024			2023
	For the three months ended December 31, 2023
	Nine Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES
	June 30,
Amortization	$	17,218
	2024			2023
Depreciation		1,968
CASH FLOWS FROM OPERATING ACTIVITIES
Lease amortization		12,201
Amortization	$	51,653		$	9,280
Allowance of expected credit losses		59,250
Depreciation		3,779			-
Reversal of allowance of expected credit losses		(85,373	)
Lease amortization		35,026			11,847
Deferred income taxes		879
Allowance of expected credit losses		736,141			267,698
Increase in accounts receivable		(270,420	)
Reversal of allowance of expected credit losses		(165,477	)		-
Cash used in assets held for sale		(270,420	)
Deferred income taxes		(102,071	)		(50,271	)
Decrease in accounts payable		(47,758	)
(Increase)/decrease in accounts receivable		(1,014,137	)		319,509
Decrease in operating lease liabilities		(13,359	)
Increase in prepaid expenses and other current assets		(2,893	)		207
Increase in accrued expenses and other current liabilities		25,851
Cash (used in)/from assets held for sale		(1,017,030	)		319,716
Increase in income tax payable		7,725
Decrease in accounts payable		(41,755	)		(77,340	)
Cash used in liabilities held for sale	$	(27,541	)
Decrease in operating lease liabilities		(39,622	)		(12,894	)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in accrued expenses and other current liabilities		(2,940	)		40,431
Purchase of property, plant and equipment	$	(5,176	)
(Decrease)/increase in income tax payable		4,650			790
CASH FLOWS FROM FINANCING ACTIVITIES
Cash used in liabilities held for sale	$	(79,667	)	$	(49,013	)
Proceeds from bank overdraft	$	127,914
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of borrowings		(26,986	)
Cash acquired from purchase of a subsidiary	$	-		$	565,449
Repayment to related party	$	(191,963	)
Advance to related parties		109			-
Purchase of property, plant and equipment	$	(7,600	)	$	-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings	$	(81,605	)	$	(26,519	)
Advances from related party	$	35,282		$	-

16NOTE 4 - INVESTMENTS

~~FLYWHEEL~~ SCHEDULE ~~ADVANCED TECHNOLOGY, INC.~~OF INVESTMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	December 31,			September 30,
	2024			2024
Cost Method Investment
Elison Virtus Company Limited	$	5,422,500	$		5,422,500

~~NOTE~~On 4July -5, ~~RELATED~~2024, ~~PARTY~~the ~~TRANSACTIONS~~Company entered into a Share Purchase Agreement. As consideration for entering into this agreement, the Company received 938 shares, 9.38% of total equity, of Elison at estimated fair value of $5,422,500 which were determined using generally accepted valuation techniques based on estimates and assumptions made by management.

~~The~~NOTE ~~Company~~5 ~~owed~~- aRELATED ~~related~~PARTY ~~company, Flywheel Financial Strategy (Hong Kong) Company Limited of $740,252 and~~TRANSACTIONS

~~$456,966~~The asCompany ofowed ~~June~~a 30related company, ~~2024~~Flywheel Financial Strategy (Hong Kong) Company Limited of $820,295 and ~~September~~$743,261 30as of December 31, 2024 and 2023, respectively for advances from the related company, which was repayable on demand and interest free.

~~NOTE 5 - SUBSEQUENT EVENTS~~14

The Company has evaluated subsequent events occurring through the date these financial statements were issued, for their potential impact on the carve-out consolidated financial statements and disclosures and there were the following subsequent events to report:

On July 5, 2024, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Mericorn Company Limited (“Buyer”), to sell all of the equity associated with the Company’s wholly owned subsidiary, Mega Fortune, which is comprised of the Company’s subsidiaries, Ponte Fides, QBS System and QBS System Pty at consideration of HK$56,360,000 (or approximately $7,230,000) by the transfer of 938 shares of the Buyer’s wholly owned subsidiary, Elison from the Buyer to the Company which the Company will hold 9.38% of the equity of Elison.

On July 30, 2024, Tang Siu Fung notified the Company of his resignation from all his positions with the Company, including sole director, Chief Executive Officer and President, effective as of the close of business on July 30, 2024. In connection with his resignation as Chief Executive Officer and President, Mr. Tang was removed as “Principal Executive Officer”, “Principal Financial Officer” and “Principal Accounting Officer” of the Company for Securities and Exchange Commission (“SEC”) reporting purposes.

On July 30, 2024, the Company appointed Luk Yuen Leung as President, Chief Executive Officer and Chairman of the Board of Directors, effective as of the close of business on July 30, 2024. Mr. Leung was also appointed to serve until his successor has been duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as an officer and or director of the Company. In connection with his appointment as Chief Executive Officer and President, Mr. Leung was designated as the Company’s “Principal Executive Officer”, “Principal Financial Officer” and “Principal Accounting Officer” for SEC reporting purposes.

On August 2, 2024, Cheng Sin Yi notified the Company of her resignation from all her positions with the Company, including Secretary and Treasurer, effective as of the close of business on August 2, 2024. Ms. Cheng’s resignation does not arise from any disagreement with the Company on any matter relating to its operations, policies, or practices.

On August 4, 2024, the Company appointed Luk Yuen Leung as Treasurer and Secretary of the Company, effective immediately, to serve until his successor has been duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as an officer of the Company.

On August 5, 2024, Tang Siu Fung notified Blue Print of his resignation as the sole director of Blue Print. The resignation of Mr. Tang does not arise from any disagreement with the Company on any matter relating to its operations, policies, or practices. On same date, Blue Print appointed Luk Yuen Leung as a director and an officer of Blue Print, effective immediately. Mr. Luk is appointed to serve until his successor has been duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as an officer and or director of Blue Print.

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~~ “Company” or “FWFW” refer to Flywheel Advanced Technology, Inc., a Nevada corporation and its subsidiaries, unless the context requires otherwise.

Overview

Flywheel Advanced Technology, Inc. (~~“FWFW”) (~~formerly known as Pan Global Corp.) was incorporated in the state of Nevada on April 30, 2010. On November 30, 2022, FWFW incorporated Blue Print Global, Inc. (“Blue Print”) in the British Virgin Islands to establish anoperations for ~~operation~~sourcing ~~to source the supply~~ and ~~sale~~selling of warehouse patrol robots. FWFW holds a 70% ofstake in Blue Print, ~~and~~with the ~~balance~~remaining is30% ~~held by~~divided equally between two individuals unrelated to the Company, ~~with~~ each ~~party~~ holding 15%. On March 22, 2023, FWFW acquired QBS System Limited (“QBS System”), a ~~limited~~ company incorporated under the laws of Hong Kong ~~(the “QBS Acquisition”)~~. FWFW and its subsidiaries ~~(collectively,~~ ~~“we,” “us,” “our,” “FWFW” or the “Company,” unless context requires or indicates otherwise)~~ were ~~formed~~established to provide Internet of Things (“IoT”) solutions and services, toassisting ~~assist its~~ clients to ~~build~~in building applications using available IoT devices, sensors, frameworks, and platforms, ~~integrate~~ integrating hardware and software solutions with clients’ existing ~~landscape~~infrastructures, or ~~implement~~implementing new IoT solutions for enterprises.

We provide a full range of IoT services comprising consulting, development and implementation, analytics, support, and evolution. QBS System has a business portfolio consisting of IoT integration solution services, IoT maintenance and support services, IoT projects and ventures, Business Process Outsourcing (“BPO”) services, and approximately twelve years of experience in Hong Kong providing IoT software and hardware engineering services. Its clientele ranges across various industries, such as logistics and supply chain management, food & beverage, automation, and smart buildings. The applications of QBS System’s IoT solutions include connected equipment in the enterprise (“Enterprise IoT”) and industrial assets such as machines and robots (“Industrial IoT”), the essential component of the fourth revolution of manufacturing or “Industry 4.0”15

OnThrough ~~January~~QBS 30System, ~~2024~~we offered a comprehensive range of IoT services, including consulting, development and ~~February~~implementation, 13analytics, ~~2024~~support, and ~~the~~continuous ~~Company~~evolution. ~~incorporated~~QBS ~~Mega~~System’s ~~Fortune~~business ~~Company~~portfolio ~~Limited~~encompassed ~~(“Mega~~IoT ~~Fortune”)~~integration insolutions, ~~the~~maintenance ~~Cayman~~and support services, ~~Islands~~IoT projects and ~~Ponte~~ventures, ~~Fides~~Business ~~Company~~Process ~~Limited~~Outsourcing (“~~Ponte Fides~~BPO”) inservices, ~~the~~and ~~British~~nearly ~~Virgin~~twelve ~~Islands~~years ~~respectively.~~of Onexperience ~~April~~in ~~29,~~Hong ~~2024, the~~Kong ~~Company~~providing ~~transferred~~both ~~all~~IoT ofsoftware ~~the~~and ~~issued~~hardware ~~and~~engineering ~~outstanding~~services. ~~shares~~Its ofclientele ~~QBS~~spanned ~~System~~a towide ~~Ponte~~array ~~Fides~~of atindustries, ~~HK$100~~including ~~under~~logistics and ~~restructure.~~supply ~~Following~~chain ~~the closing~~management, offood ~~the~~& ~~share~~beverage, ~~transfer~~automation, ~~there~~and ~~will~~smart bebuildings. noQBS ~~change~~System’s inIoT ~~the~~solutions ~~officers~~supported ~~and~~applications such ~~directors~~as ofconnected ~~the~~enterprise ~~Company,~~equipment and ~~QBS~~industrial ~~System~~assets, ~~will~~including ~~continue~~machines ~~its business~~and asrobots, awhich ~~wholly~~are ~~owned~~integral ~~subsidiary~~to of the ~~Company~~fourth industrial revolution, or “Industry 4.0.”

~~Recent~~On ~~Events~~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 April 29, 2024, the Company transferred all issued and outstanding shares of QBS System to Ponte Fides for HK$100 as part of a restructuring. Following the completion of the share transfer, there were no changes to the officers and directors of the Company, and QBS System continued its operations as a wholly owned subsidiary of the Company.

On July 530, 2024, ~~the~~Tang ~~Company~~Siu ~~entered~~Fung ~~into~~notified athe ~~share~~Company ~~purchase~~of ~~agreement~~his ~~with~~resignation ~~Mericorn~~from ~~Company~~all ~~Limited~~positions, ~~which~~including issole ~~25%~~director, ~~held~~Chief byExecutive ~~Ms.~~Officer, and ~~Tin~~President, ~~who~~effective isas ~~the spouse~~ of the ~~owner~~close of ~~significant shareholder~~business ofon ~~FWFW~~July 30, ~~(“Buyer”)~~2024. toIn ~~sell~~connection ~~all of the equity associated~~ with ~~the~~his ~~Company’s~~resignation ~~wholly~~as ~~owned~~Chief ~~subsidiary,~~Executive ~~Mega Fortune, which is comprised of the Company’s subsidiaries~~Officer ~~Ponte~~and ~~Fides~~President, ~~QBS~~Mr. ~~System~~Tang ~~and~~was ~~QBS~~also ~~System~~removed ~~Pty~~as atthe ~~consideration~~“Principal ofExecutive ~~HK$56~~Officer,~~360,000~~” ~~(or~~“Principal ~~approximately~~Financial $7Officer,~~230,000)~~” byand ~~the~~“Principal ~~transfer~~Accounting ofOfficer” ~~938~~for ~~shares~~Securities ofand ~~the~~Exchange ~~Buyer’s~~Commission ~~wholly owned subsidiary, Elison Virtus Company Limited~~ (“~~Elison~~SEC”) ~~from the~~reporting ~~Buyer to the Company which the Company holds, 9~~purposes.~~38% of the equity of Elison.~~

On the same day, July 30, 2024, ~~Tang Siu Fung notified~~ the Company ofappointed ~~his~~Luk ~~resignation~~Yuen ~~from~~Leung ~~all~~as ~~his positions with the Company~~President, ~~including sole director,~~ Chief Executive Officer, and ~~President~~Chairman of the Board of Directors, effective as of the close of business on July 30, 2024. InMr. Leung was appointed to serve until his successor is duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as an officer and/or director of the Company. In connection with his ~~resignation~~appointment as Chief Executive Officer and President, Mr. ~~Tang~~Leung was ~~removed~~designated as the Company’s “Principal Executive Officer”,” “Principal Financial Officer,” and “Principal Accounting Officer” ~~of the Company~~ for ~~Securities and Exchange Commission (“~~SEC~~”) reporting~~ reporting purposes.

On ~~July~~August 302, 2024, Cheng Sin Yi notified the Company ~~appointed~~of ~~Luk~~her ~~Yuen~~resignation ~~Leung~~from asall ~~President~~positions, ~~Chief~~including ~~Executive~~Secretary ~~Officer~~ and ~~Chairman of the Board of Directors~~Treasurer, effective as of the close of business on ~~July~~August 302, 2024. MrMs. ~~Leung~~Cheng’s ~~was~~resignation ~~also~~did ~~appointed~~not toarise ~~serve until his successor has been duly appointed, unless he resigns, is removed~~ from ~~office,~~any ordisagreement iswith ~~otherwise disqualified from serving as an officer and or director of~~ the Company. ~~In connection~~regarding ~~with~~its ~~his appointment as Chief Executive Officer and President~~operations, ~~Mr. Leung was designated as the Company’s “Principal Executive Officer”~~policies, ~~“Principal~~or ~~Financial Officer” and “Principal Accounting Officer” for SEC reporting purposes~~practices.

On August 24, 2024, ~~Cheng Sin Yi notified~~ the Company ofappointed ~~her~~Luk ~~resignation~~Yuen ~~from~~Leung ~~all~~as ~~her~~Treasurer ~~positions~~and ~~with the Company, including~~ Secretary ~~and Treasurer~~, effective asimmediately, ofto ~~the~~serve ~~close~~until ofhis ~~business~~successor is onduly ~~August 2~~appointed, ~~2024.~~unless ~~Ms.~~he ~~Cheng’s~~resigns, ~~resignation~~is ~~does~~removed ~~not arise~~ from ~~any~~office, ~~disagreement with~~or ~~the~~is ~~Company~~otherwise ondisqualified ~~any~~from ~~matter~~serving ~~relating~~as toan ~~its~~officer ~~operations,~~of ~~policies,~~the ~~or practices~~Company.

On August 5, 2024, Tang Siu Fung notified Blue Print of his resignation as the sole director of Blue Print. His resignation did not arise from any disagreement with the Company regarding its operations, policies, or practices. On the same date, Blue Print appointed Luk Yuen Leung as a director and officer, effective immediately. Mr. Leung was appointed to serve until his successor is duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as an officer and/or director of Blue Print.

As a result of the Mega Fortune Disposition, the Company is now classified as a “shell company”.

Shell Company

Under SEC Rule 405, the Company qualifies as a “shell company” due to its nominal assets and lack of significant operations. Management has no plans to develop a market for the Company’s securities, either debt or equity, until a successful business combination is completed or an operating business is developed. The Company will continue to comply with the periodic reporting requirements of the Act as long as it remains subject to them.

Plan of Operation

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 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.

Potential Acquisition Structure

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.

Following a reorganization, it is likely that the Company’s current management, board of directors, and stockholders will no longer hold a majority of voting shares. Existing management and directors may resign, and new management and directors may be appointed without a stockholder vote.

To facilitate an acquisition, the Company may issue common stock or other securities. While terms cannot be predicted, acquisitions structured as “tax-free” reorganizations under the Internal Revenue Code often require issuing controlling interest (80% or more) of the combined entity’s stock to the acquired company’s stockholders. This could significantly dilute the equity of current stockholders. Such issuances may coincide with the sale or transfer of controlling interest by principal stockholders. Disclosure to stockholders about a target company will only be provided if required by applicable law or regulation. The Company will file a current report on Form 8-K within four business days of a business combination that results in the Company ceasing to be a shell company. This report will include comprehensive details of the target company, including audited financial statements.

It is anticipated that any new securities issued in connection with a reorganization would rely on exemptions from registration under federal and state securities laws. In some cases, the Company may agree to register these securities at the time of the transaction or under specific conditions. The issuance of significant additional securities may depress any trading market that develops for the Company’s securities.

Stockholder and Management Considerations

Post-reorganization, the majority stockholder may no longer control the majority of voting securities. The sole director of the Company may resign, and new directors may be appointed by the majority stockholder. In cases involving statutory mergers or consolidations, stockholder approval may be required, potentially causing delays and additional costs. Management may seek to structure transactions to avoid the necessity of stockholder approval.

The Company will only proceed with a business opportunity after the negotiation and execution of a written agreement. Such agreements will typically include representations and warranties, default provisions, closing conditions, cost-sharing terms, remedies, and other customary provisions. Investigations, negotiations, and execution of agreements will likely incur substantial costs for legal, accounting, and other professional services. If an opportunity is abandoned, related costs may not be recoverable.

Search for Business Opportunities

The Company intends to identify potential business combinations by contacting affiliates, lenders, investment banks, private equity firms, consultants, and attorneys. The number of contacts made will depend on the opportunities presented. Management anticipates dedicating substantial time and resources to investigating and negotiating these opportunities. Failure to consummate a transaction may result in the loss of related costs.

Management Time and Resources

The Company’s sole officer and director is engaged in external business activities and anticipates devoting limited time to the Company until a suitable business opportunity is identified. The time spent on Company matters will vary based on need, but management intends to fulfill its fiduciary duties. No significant changes to the number of employees are expected, apart from those resulting from a business combination.

Competition and Market Conditions

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.

OnGiven ~~August~~our 4,limited ~~2024,~~financial ~~the~~and ~~Company~~human ~~appointed~~resources, ~~Luk~~we ~~Yuen~~are ~~Leung~~at asa ~~Treasurer~~competitive ~~and~~disadvantage ~~Secretary~~relative ofto ~~the~~many ~~Company,~~of ~~effective~~these ~~immediately,~~entities toin ~~serve~~acquiring ~~until~~an operating ~~his~~business ~~successor~~or ~~has~~assets ~~been~~essential ~~duly~~to ~~appointed,~~initiating ~~unless~~operations hein ~~resigns~~a new industry. Furthermore, isthe ~~removed~~economic downturn resulting from ~~office~~the coronavirus pandemic has intensified competition, oras ismany ~~otherwise~~venture ~~disqualified~~capital ~~from~~firms ~~serving~~and asindividual aninvestors ~~officer~~are seeking to acquire businesses at discounted ofvaluations. This heightened competition presents additional challenges to securing a business. We anticipate these conditions will persist until the ~~Company~~economy fully recovers.

OnEven ~~August~~if 5,we ~~2024,~~successfully ~~Tang~~acquire ~~Siu~~a ~~Fung~~business ~~notified~~or ~~Blue~~assets ~~Print of his resignation as the sole director of Blue Print. The resignation of Mr. Tang does not arise from any disagreement with the Company on any matter relating~~ to ~~its~~commence operations, ~~policies,~~we orexpect ~~practices.~~to Onencounter ~~same~~heightened ~~date, Blue~~barriers ~~Print~~to ~~appointed~~entry ~~Luk~~in ~~Yuen~~the ~~Leung as a director and an officer of Blue Print, effective immediately~~chosen marketplace. ~~Mr.~~These ~~Luk~~challenges ismay ~~appointed~~stem tofrom ~~serve until~~reduced ~~his successor has been duly appointed~~demand, ~~unless~~increased heraw ~~resigns,~~material ~~is removed from office~~costs, or isother ~~otherwise~~economic ~~disqualified~~forces ~~from~~beyond ~~serving~~our ~~as an officer and or director of Blue Print~~control.

Regulation

As of the date of this report, we are required to file reports with the SEC in compliance with Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The direction our management ultimately pursues, along with any future business acquisitions, may subject us to additional laws or regulations. These may include requirements that necessitate significant compliance expenditures, such as the increasing regulation of privacy at the state level. Such obligations could divert considerable human and financial resources toward compliance efforts, potentially adversely affecting our future operating results.

Results of Operations:

Comparison of the Three Months Ended ~~June~~December 3031, 2024 and 2023

	For the Three Months Ended June 30,
	2024			2023
Revenue, net	$	-		$	-
Operating expenses		(105,076	)		(115,482	)
LOSS FROM OPERATIONS		(105,076	)		(115,482	)
LOSS BEFORE INCOME TAXES		(105,076	)		(115,482	)
Income taxes		-			-
NET LOSS FROM CONTINUING OPERATIONS		(105,076	)		(115,482	)
PROFIT/(LOSS) FROM Discontinued operations, net of tax		67,213			(120,006	)
NET LOSS		(37,863	)		(235,488	)
Foreign currency translation gain		3,873			763
COMPREHENSIVE LOSS	$	(33,990	)	$	(234,725	)

The following table provides the consolidated results of our continuing operations:

	For the Three Months Ended December 31,
	2024			2023

Revenue, net	$	-		$	-
Operating expenses		(26,713	)		(169,288	)
LOSS FROM OPERATIONS		(26,713	)		(169,288	)
LOSS BEFORE INCOME TAXES		(26,713	)		(169,288	)
Income taxes		-			-
NET LOSS FROM CONTINUING OPERATIONS		(26,713	)		(169,288	)
Discontinued operations, net of tax		-			80,978
NET LOSS		(26,713	)		(88,310	)
Foreign currency translation loss		-			8,543
COMPREHENSIVE LOSS	$	(26,713	)	$	(79,767	)

Revenue

During the three months ended ~~June~~December 3031, 2024, and 2023, we did not have any revenues. Revenue from the three reportable segments relates to the provision of IoT maintenance and support services, IoT projects and ventures BPO services and IoT software and hardware engineering services were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.

Operating expenses

General and administrative expenses

During the three months ended ~~June~~December 3031, 2024, our operating expenses consisted primarily of professional fees of $~~103~~25,~~650~~624 and filing and other fees of $1,~~426~~089. During the ~~nine~~three months ended ~~June~~December 3031, 2023, our ~~operation~~operating expenses consisted primarily of professional fees arising from acquisition of QBS System of $~~112~~168,~~895~~ 135 and filing and other fees of $21,~~587~~153.

All operating expenses related to the QBS System segment were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.

Income tax expenses

There is no income tax expenses for the three months ended ~~June~~December 3031, 2024 and 2023. ~~Income tax expenses were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.~~

Discontinued Operations

Net profit from discontinued operations of $~~67,213~~0 during the three months ended ~~June~~December 3031, 2024, compared to net ~~loss~~profit from discontinued operations of $~~120~~80,~~006~~978 during the three months ended ~~June~~December 3031, 2023. The change was primarily attributable to ~~an increase in revenue at~~ the ~~three~~Mega ~~reportable~~Fortune ~~segments of $305~~Disposition,~~953~~ ~~and~~which was ~~offset~~completed byon anJuly ~~increase in operating expense of $147~~5,~~118~~ ~~due to an increase in allowance for expected credit losses during the period compared to the prior period~~2024.

Net loss

Net loss decreased by $201,498 to $33,990 from $235,488 for the three months ended June 30, 2024, compared to the same period in 2023. This decrease is primarily driven by change from net loss to net profit arising from discontinued operations.

Other comprehensive income

Foreign currency translation gain

Foreign currency translation gain increased from $763 to $3,873 for the three months ended June 30, 2024, compared to the same period in 2023. It is incurred on translation of assets and liabilities of foreign subsidiaries in reporting currency adopted by the subsidiaries to the reporting currency of the Company.

Comparison of the Nine Months Ended June 30, 2024 and 2023

	For the Nine Months Ended June 30,
	2024			2023
Revenue, net	$	-		$	-
Operating expenses		(320,205	)		(1,245,600	)
LOSS FROM OPERATIONS		(320,205	)		(1,245,600	)
LOSS BEFORE INCOME TAXES		(320,205	)		(1,245,600	)
Income taxes		-			-
NET LOSS FROM CONTINUING OPERATIONS		(320,205	)		(1,245,600	)
PROFIT/(LOSS) FROM Discontinued operations, net of tax		125,699			(335,021	)
NET LOSS		(194,506	)		(1,580,621	)
Foreign currency translation gain		6,872			441
COMPREHENSIVE LOSS	$	(187,634	)	$	(1,580,180	)

Revenue

During the nine months ended June 30, 2024 and 2023, we did not have any revenues. Revenue from the three reportable segments relates to the provision of IoT maintenance and support services, IoT projects and ventures BPO services and IoT software and hardware engineering services were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.

Operating expenses

General and administrative expenses

During the nine months ended June 30, 2024, our operating expenses consisted primarily of professional fees of $316,387 and filing and other fees of $3,818. During the nine months ended June 30, 2023, our operation expenses consisted primarily of professional fees of $1,232,779 and filing and other fees of $12,821. This decrease is primarily driven by decrease in legal and professional fees due to legal and professional fees was incurred for the acquisition of QBS system in late March 2023 while no such expenses incurred in 2024.

All operating expenses related to the QBS System segment were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.

Income tax expenses

There is no income tax expenses for the nine months ended June 30, 2024 and 2023. Income tax expenses were classified as held for sale or into discontinued operations due to the Mega Fortune Disposition.

Discontinued Operations

Net loss from discontinued operations decreased $460,720, to net income from discontinued operations of $125,699 during the nine months ended June 30, 2024, compared to net loss from discontinued operations of $335,021 during the nine months ended June 30, 2023. The decrease in net loss from discontinued operations was primarily attributable to an increase in revenue at the three reportable segments of $2,239,572 and offset by an increase in operating expense of $1,007,273 due to an increase in allowance for expected credit losses during the period compared to the prior period.

Net loss

Net loss decreased by $161,~~386,115~~597 to $~~194~~26,~~506~~713 from $188,~~580,621~~310 for the ~~nine~~three months ended ~~June~~December 3031, 2024, compared to the same period in 2023. This decrease is primarily driven by a decrease in ~~net~~professional ~~loss~~fees ~~from~~which ~~discontinued~~were ~~operations~~incurred for acquisition of QBS System in 2023.

Other comprehensive income

Foreign currency translation gain

~~Foreign~~There is no foreign currency translation gain ~~increased from $441 to $6,872~~ for the ~~nine~~three months ended ~~June~~December 3031, 2024, ~~compared~~and ~~to the same period in~~ 2023. ~~It is incurred on translation of assets and liabilities of foreign subsidiaries in reporting currency adopted by the subsidiaries to the reporting currency of the Company.~~

Liquidity and Capital Resources

Comparison of the ~~Nine~~Three Months Ended ~~June~~December 3031, 2024 and 2023

Our use of cash was primarily related to discontinued operations including cash used in operating activities and bank borrowings ~~in related to discontinued operations~~. As of ~~June 30~~December 31, 2024, we had $~~156,549~~0 in cash and cash equivalents as compared to $316,367 for the same period ended December 31, 2023.

Cash flows from operating activities generally reflect the net loss, adjusted for certain non-cash items, including depreciation and amortization, changes in deferred taxes, and ~~changes~~adjustments into the allowance offor expected credit losses. ~~Cash~~For ~~used in operating activities was $695,234 for~~ the ~~nine~~ three months ended ~~June~~December 3031, 2024 ~~compared to~~ , cash used in operating activities ofamounted to $5077,~~769~~034, ~~for~~compared ~~the~~to ~~nine~~$355,940 ~~month~~for ~~ended~~the ~~June~~same ~~30,~~period in 2023. ~~Cash~~ ~~used~~This indecrease ~~operating~~of ~~activities~~$210,840 ~~increased~~in cash used during the ~~nine~~three months ended ~~June~~December 3031, 2024 was primarily due to ~~increase in cash used in~~ discontinued ~~operations~~ ~~was primarily attributable to increase in accounts receivable~~operations.

Cash flows from investing activities reflect capital expenditure for the purchase of Company’s assets. Cash used in investing activities during the ~~nine~~three month ended ~~June~~December 3031, 2024 was $~~7,491~~0 compared to cash from investing activities of $~~565~~5,~~449~~176 due to acquisition of QBS system during the ~~nine~~three months ended ~~June~~December 3031, 2023.

Cash flows used in financing activities generally reflect changes in debt activity during the period. Net cash provided by financing activities was $~~236~~77,~~963~~034 for the ~~nine~~three months ended ~~June~~December 3031, 2024, compared to net cash provided by financing activities of $~~198~~54,~~486~~066 for the ~~nine month~~three months ended ~~June~~December 3031, 2023. Net cash provided by financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2024, was primarily attributable to advance from a related party of $~~318~~77,~~568~~034. Net cash provided by financing activities for the ~~nine~~three months ended ~~June 30~~December 31, 2023, was primarily attributable to ~~advance~~proceeds from bank overdraft of US$127,914 netting off repayment of borrowings of $26,986 and repayment to related party of $~~225~~46,~~005~~862.

Management believes the cash on hand combined with net cash provided by ~~operations~~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 $0.03 million, had negative cash flows from operating activities of $0.08 million during the three months ended December 31, 2024, and had minimum cash balance as of its fiscal year end. The Company is currently in the process of entering into certain arrangements to raise additional capital, which it believes to be probable of occurring as of the date of the filing. As such, the Company believes that the substantial doubt about our ability to continue as a going concern has been alleviated as a result of consideration of management’s plans.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that impact the amounts reported in our consolidated 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.

Recently issued Accounting Pronouncements

For the impact of recently issued accounting pronouncements on the Company’s consolidated financial statements, see Note 2 (WH) to the unaudited condensed consolidated financial statements included in “Part I, Item 1 — Financial Statements” of this Quarterly Report on Form 10-Q and incorporated herein by reference.

21Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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.

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, 2024.22

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~~December 3031, 2024, that ~~have~~ have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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.

~~None~~(a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. (c) Item 408(a) of Regulation S-K – Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements - During the three months ended December 31, 2024, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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.
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.

2325

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 19, 2024
	FLYWHEEL ADVANCED TECHNOLOGY, INC.
	By:	/s/ Luk Yuen Leung
	Name:	Luk Yuen Leung
	Title:	President and Chief Executive Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Dated: February 13, 2025

24FLYWHEEL ADVANCED TECHNOLOGY, INC. By: /s/ Luk Yuen Leung Name: Luk Yuen Leung Title: President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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