Flywheel Advanced Technology Inc (PK) (FWFW) 銘柄情報

Now is a good time!!!

Debt being cleared… they are making a lot of moves. When is it time for the stock to move?

That's a start I suppose.......

Recently they filed a 10Q amendment. I cannot understand why they made mistake on a regular reporting.

Not I....

Anyone knows what is happening with this company ?

Well technically it’s not down. However merger is doing less the $3 million in revenue.

And the stock is down - go figure......

Acquisition completed.

In the recent filing. No clue if it’s good. I didn’t get any.

https://www.otcmarkets.com/filing/html?id=16406779&guid=WL7-kecOelDodth

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

Did you get out of your stock?

SMH

Nice 2 hour pump and dump!!!!!!!

You do know that is a 10Q????????????????

https://flashalert.me/?symbol=FWFW&source=SEC&referer=https://twitter.com/&url=https://www.sec.gov/Archives/edgar/data/1492617/000149315223004753/form10-q.htm&s3=FWFW/2023-02-15/09-07-56_000000/10-Q/841a9628a22d66a56a6b20c4ce6fd4fd/0001493152-23-004753-index.htm

Where do you see that?

Thanks

Merger per filings

Oh well LOL....

Haha, you gotta laugh at this one. But all jokes aside, the merged company actually seems to do business. See, e.g, this Oracle customer case example from last year. Stock now just needs eyes on it…

https://www.oracle.com/customers/qbs-system/ (“Leading IoT solutions and services company uses Oracle MySQL Database Service to boost efficiency while improving customer satisfaction.”)

Business challenges

QBS System is one of the premier IoT technology companies in Hong Kong and mainland China. Founded in 2011, the company has risen to prominence with its cutting-edge IoT solutions for key areas such as radio-frequency identification (RFID), indoor and outdoor location-based services, warehouse management, video analytics, sensor management, and more. The company has clients across various industry verticals, including logistics, transportation, manufacturing, retail, and utilities.

For many years, QBS System switched between different cloud platforms to deploy its IoT services, based primarily on customer suggestions. However, not having a dedicated cloud infrastructure resulted in a steep learning curve, reduced performance, increased maintenance and operation costs, and poor customer experience.

To stay ahead of customers’ growing expectations for rapid insights, QBS System needed to undergo a successful cloud transformation.

So you're saying there's a chance! lol One of the fun movie lines:

I need $11 to break even. Oh well

Far far away.

Just to break even ($2) for me and I'll be far away from this pos.

Great - now all I need is for it to go up about two bucks.

Another 8k out. Flywheel acquired QBS SYSTEM LIMITED. Technology company in Hong Kong (focused on internet of things).

8k is here. https://www.otcmarkets.com/filing/html?id=16264377&guid=toP-keZf97RBh3h

QBS is here: https://www.qbssystem.com

Anyone holding here with a stronger social media presence wanna start spreading the word? Not really my lane, but the RM into a shell with a share structure like this is potentially explosive. Bruh, there’s only 451k unrestricted tradable shares…

Amen to that

Everything in China is fake. As long as I get my $ back and some loose change in profit as a bonus, I could careless.

We shall see. What do you make of the company and filing? Seems promising to me, but not an expert in this sector.

This has obviously not been a great trade (and the bottom kinda fell out of this whole shell/RM racket) but I’m at peace with the loss and ain’t selling. Kinda fun at this point watching it slowly play out over the months… what a mindfuck it would be if this Chinese “scam” were actually a real company.

So there is still hope.

New 8k out. Lo and behold, we are actually in business, in burgeoning sector.



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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 30, 2022

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

Nevada 333-167130 27-2473958
(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

123 West Nye Lane, Suite 455
Carson City, Nevada 89706
(Address of principal executive offices)

(852) 66860563
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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

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

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

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

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

Emerging growth company ?

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. ?






Section 8 - Other Events

Item 8.01 Other Events

Blue Print Global, Inc.

On November 30, 2022, Flywheel Advance Technology, Inc. (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 So Ha Tsang and Sau Ping Leung, two individuals unrelated to the Company, with each party holding 15%.

The Company, So Ha Tsang, and Sau Ping Leung (the “Shareholders”) executed a Shareholder Agreement on December 7, 2022 (the “Shareholder Agreement”), regarding the governance and other matters relating to Blue Print. According to the Shareholder Agreement, where an act is to be effected by the board, the requirement will be read as requiring the Shareholders to do everything in their power to bring about that act and not as requiring the board to do so.

If all of the Shareholders determine that Blue Print requires additional funds, the Company agreed that it will provide Blue Print with an interest-bearing shareholder loan at an annual interest rate equating to the Hong Kong interbank offered rate, quoted as an annual rate for a one (1) month period, prevailing at close of business on the next business day immediately after the loan is granted plus 3%.

The Shareholders have a preemptive right on any shares to be issued by Blue Print. The Shareholders also agreed not to directly or indirectly sell, assign, transfer, pledge, hypothecate or otherwise dispose of or in any other way encumber their shares in Blue Print except with the prior written approval of all of the Shareholders. Each Shareholder was granted a right of first offer to purchase any shares in Blue Print that a shareholder desires to transfer.

Blue Print appointed Yiu Chung Ho as its sole director. Mr. Ho graduated with a Bachelor of Engineering in Mechanical Engineering from the Hong Kong University of Science and Technology. He has broad experience as a senior mechanical engineer in a wide range of areas, including making automotive components design, creating automatics processes, and designing facilities for mass production. He also acted as a director of Goldman Technology and had registered two lighting technology patents. Mr. Ho is fully responsible for the development and execution of Blue Print’s business plan. Under his leadership, the Company expects Blue Print will build up a technical team to manage its robot supply sources, a sales and marketing team to provide support to its present and future sales agents, and a customer service team to give post-sales support to robot buyers.

Agency Agreement

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.

The Agency Agreement provides that ISCA will use its best efforts to fulfill its obligations to inform Blue Print of market conditions and the market position affecting Blue Print in China, and Blue Print agrees to support ISCA in fulfilling its obligations by making available all product information, providing general sales terms and conditions, a valid pricelist, and all necessary information and direction.

During and for a period of one year after termination of the Agency Agreement, ISCA agrees to not directly or indirectly engage in the sale or trade of any product that is comparable to and/or competitive and/or could serve as a substitute for the product.

Blue Print agrees to pay ISCA a 10% commission based on all delivered and invoiced direct orders, provided that a purchaser fulfilled all its obligations of the sales agreement to Blue Print. A purchaser is deemed to have fulfilled its obligations at the moment Blue Print has received its payment for the products.

Blue Print’s minority shareholder, Sau Ping Leung, and one of ISCA’s working partners, Kai Shun Kwong, are husband and wife.

The foregoing descriptions of the Shareholder Agreement and Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the Shareholder Agreement and the Agency Agreement, a copy of each of which is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

10.1 Shareholder Agreement dated December 7, 2022, by and among Flywheel Advance Technology, Inc., So Ha Tsang, and Sau Ping Leung
10.2 Agency Agreement, dated December 7, 2022, by and between International Supply Chain Alliance Co., Ltd. and Blue Print Global, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 hereunto duly authorized.

Dated: December 12, 2022

FLYWHEEL ADVANCED TECHNOLOGY, INC.

By: /s/ Tang Siu Fung
Name: Tang Siu Fung
Title: President and Chief Executive Officer

Exactly

thanks

Wish I knew. If they wanted to dump shares to hell, they could have done so without reducing the conversion rate. The fact that they actually took care to foster a good looking share structure, now own 91 percent of the company, and go through the trouble to keep this current and SEC reporting bodes well. But at this point, we need a solid RM merger for any of this to matter at all.

Something on he horizon - good or bad?

Thanks

8k filed yesterday, body pasted below. Bottom line, Sparta Universal Industrial Ltd., which held all the preferred stock, converted them to commons at a reduced conversion rate to factor in the recent reverse split. Result is that the OS is now 17.7M, with 91.3 percent owned by Sparta.

Let’s see what they do with their company. The fact that they converted now makes me suspect there’s something on the horizon.


——

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 15, 2022, Flywheel Advanced Technology, Inc. (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.

Section 8 - Other Events

Item 8.01 Other Events

Sparta provided the Company with a notice to convert all of the issued and outstanding Preferred Stock into 16,200,000 shares of common stock. The Board of Directors of the Company approved the conversion and agreed that the Company would not charge any fee or expense for such conversion. Accordingly, Sparta is currently the holder of 16,200,000 of the 17,751,564 shares of common stock issued and outstanding, or 91.3%.

Total obscurity.....

Looks like there was some Nevada filing yesterday: “Amended Certification of Stock Designation After Issuance of Class or Series.” Anyone seen it, I don’t have access. Probably a nothing burger. Meanwhile this micro-float, pink current, SEC reporting shell languishes in obscurity with a market cap of $341k. ::sigh::

PGLOD changed to FWFW:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes

Company website https://flywheelfs.com/en/home/.

PGLOD to FWFW effective tomorrow.

Right. My two cents: the shell is now, perhaps more than any other in the entire OTC, a perfect vehicle for a company seeking a quick uplist to nasdaq. Pure speculation of course, but can’t imagine any other reason to make a SS this tiny. Any legitimate business merging in could push pps to dollars, easily.

Or, it could be a plain jane Chinese dilution scam.

Time will tell.

They could have dumped already many millions of shares with the previous SS.

The current RS totally does not make any sense. The float was already tiny with lots of room for dilution (if they were aiming for that), now it's microscopic.

No clue what they want with this shell.

Let the share dumping begin

451,500 unrestricted shares...



Market Cap Market Cap
310,310
07/18/2022
Authorized Shares
550,000,000
07/18/2022
Outstanding Shares
1,551,550
07/18/2022
Restricted
1,100,050
07/18/2022
Unrestricted
451,500
07/18/2022
Held at DTC
400,040
07/18/2022

Post split shares showing up in TD. Only need $11/share to break even. Lol

Etrade still not converted and showing cusip no. with same number of shares owned.

I’ll have 5223 shares post split. Ouch…

China says capitalism is exploitation so why are they permitting so many Chinese investors to buy Lazar custodianships and do nothing with them. Maybe they should walk the walk or shut up.

The company waited until their restricted shares could be sold to do the R/S, they will now dump shares all the way back to .0001, they will then fly wheel (flee we’ll) the country, if they had any intention on being a real company they would have PR’d the R/S and reassured shareholders with a business plan, but they didn’t even pretend to do that. The theft of this R/S and dump should not be allowed unless a company can convince the authorities that they have an actual business with a product or service. Custodianship has a fiscal responsibility to shareholders?

The SS is about to become microscopic…1.5M OS after the split. Time to see what’s cooking.

PGLO: effective July 14,2022 Pan Global Corp. will change to Flywheel Advanced Technology Inc. and a one for 100 reverse split:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes