UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended September 30, ~~2023~~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 NO. 333-167130

FLYWHEEL ADVANCED TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

~~7380~~6770

(Primary Standard Industrial Classification Code Number)

27-2473958

(IRS Employer Identification No.)

123 West Nye Lane

Suite 455

Carson City, NV 89706

852-6686-0563

(Address and telephone number of registrant’s executive office)

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

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 shorter period that the registrant as 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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by 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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~oﬃcers~~officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of March 3128, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1643,~~894,833~~714 based on a closing ~~price~~ price of $0.3007 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, ~~ss,~~ and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of January 1614, ~~2024~~2025, the Registrant had 29,591,164 shares of common stock issued and outstanding.

TABLE OF CONTENTS

	PART I
Item 1	Description of Business	3
Item 1A	Risk Factors	137
Item 1B	Unresolved Staff Comments	2113
Item 1C	Cybersecurity	2113
Item 2	Properties	2113
Item 3	Legal Proceedings	2113
Item 4	Mine Safety Disclosures	2113
	PART II
Item 5	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	2214
Item 6	Reserved	2214
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2214
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	3018
Item 8	Financial Statements and Supplementary Data	3018
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3220
Item 9A	Controls and Procedures	3220
Item 9B	Other Information	3320
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3320
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	3321
Item 11	Executive Compensation	3522
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3623
Item 13	Certain Relationships and Related Transactions, and Director Independence	3724
Item 14	Principal Accountant Fees and Services	3724
	PART IV
Item 15	Exhibits and Financial Statement Schedules	3825
Item 16	Form 10-K Summary	3926

-2-

PART I

ITEM 1. DESCRIPTION OF BUSINESS

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean Flywheel Advanced Technology, Inc. unless otherwise indicated.

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Corporate History

Flywheel Advanced Technology, Inc. (“FWFW” or the “Company”), (formerly known as Pan Global Corp.), was incorporated in ~~the state of~~ Nevada on April 30, 2010, under the name of Savvy Business Support, Inc. (“Savvy”). Initially, Savvy’s ~~business~~provided ~~was offering~~ general business services/ and support to ~~start-up companies~~startups, small and medium-sized ~~business planning to expand~~businesses, individuals, and other ~~business and~~ organizations. ~~Savvy~~but was ~~considered~~categorized toas be a shell company.

On April 25, 2013, Savvy entered into a Stock Exchange Agreement (the “Pan Asia Exchange Agreement”) with Pan Asia Infratech Corp. (“Pan Asia”), a Nevada corporation (“incorporated on July 13, 2012. Upon consummation of the Pan Asia~~”).~~ Exchange Agreement on April 26, 2013, Pan Asia ~~was~~became ~~incorporated~~a inwholly ~~Nevada~~owned onsubsidiary ~~July~~of 13Savvy, ~~2012~~and its business operations became those of the Company. Following this transaction, Savvy amended its articles of incorporation to change its name to Pan Global Corp.

~~Pursuant~~On toJuly ~~the Pan Asia Exchange Agreement~~16, ~~consummated on April 26~~2020, ~~2013,~~ the ~~stockholders~~Clark ofCounty, ~~Pan~~Nevada ~~Asia~~court ~~transferred~~appointed toCustodian ~~Savvy~~Ventures ~~100%~~LLC ofas ~~the~~custodian ~~outstanding capital stock~~ of Pan ~~Asia~~Global Corp. (~~consisting~~Case ofNumber: ~~15,000~~A-20-816264-B). David ~~shares~~Lazar ofwas ~~common~~subsequently ~~stock,~~appointed noas ~~par~~the ~~value)~~Company’s inCEO, ~~exchange for~~President, ~~on a pro rata basis~~Secretary, ~~an aggregate of 90~~CFO,~~000,000~~ ~~shares~~and Chairman of ~~Savvy’s common stock (~~the ~~“Pan Asia Exchange”)~~Board. AsOn aOctober ~~result~~8, 2020, of the ~~Pan~~Company ~~Asia~~restructured ~~Exchange,~~its ~~Pan~~share ~~Asia became~~capital, aconverting ~~wholly~~7,100,000 ~~owned~~shares ~~subsidiary~~ of ~~Savvy,~~preferred ~~and~~stock ~~the~~into ~~business~~shares of ~~Pan~~common ~~Asia~~stock ~~became~~and canceling the ~~business~~original shares of ~~the~~preferred ~~Company~~stock.

OnIn ~~April~~November 262020, ~~2013, Savvy amended its Articles of Incorporation with~~ the ~~Secretary~~Company ofdesignated ~~State~~25,000,000 ofnew ~~Nevada~~preferred ~~thereby changing its name from “Savvy Business Support~~shares, ~~Inc.”~~including ~~to “Pan Global~~10,000,000 ~~Corp.”~~Preferred OnA-1 ~~May 2~~Shares, ~~2013,~~convertible ~~the~~to ~~OTCQB~~162 shares ~~symbol~~ of ~~the Company’s~~ common stock ~~was~~. ~~changed~~These ~~from~~shares ~~SVYB~~were awarded to ~~PGLO~~Custodian Ventures for services rendered.

On ~~July~~May 165, ~~2020~~2021, asthe ~~a result of a custodianship in Clark County,~~ Nevada, court (Case ~~Number:~~No. A-20-816264-B,) ~~Custodian~~terminated ~~Ventures~~the ~~LLC~~custodianship, (releasing the ~~“Custodian”) was~~Company ~~appointed~~from ~~custodian~~unasserted ofclaims ~~Pan~~and debts ~~Global~~arising ~~Corp~~before the termination date.

On July 1613, ~~2020~~2021, a Stock Purchase Agreement transferred control of the ~~Custodian~~Company ~~appointed~~to Sparta Universal Industrial Ltd. (“Sparta”), making it the majority shareholder. Following the transfer, David Lazar asresigned from all his positions, and the Company’s ~~Chief~~appointed ~~Executive~~new officers ~~Officer~~and directors, including Tang Siu Fung as President, ~~Secretary,~~ Chief ~~Financial~~ Executive Officer, and Chairman of the Board ofand ~~Directors~~Cheng Sin Yi as Secretary and Treasurer.

In November 2021, the Company’s name was changed to Flywheel Advanced Technology, Inc., with its trading symbol updated to FWFW. On July 14, 2022, the Company implemented a 1:100 reverse stock split reducing the issued and outstanding common stock to 1,551,550 shares.

-3-

On ~~October~~September 815, ~~2020~~2022, the Company’s ~~outstanding~~filed 7an Amendment (the “Preferred Stock Amendment”) to the Certificate of Designation for its Preferred Stock with the Secretary of State of Nevada. This amendment,~~100~~ approved by the Board of Directors and Sparta, the sole holder of all 10,000,000 shares of issued and outstanding Preferred AStock, ~~Preferred~~revised Cthe ~~and~~conversion ~~Preferred~~rate Dto ~~shares~~allow ~~were~~each ~~converted~~share onof aPreferred Stock ~~one~~to ~~for~~be ~~one~~convertible ~~basis~~ into ~~7,100,000~~1.62 shares of common ~~shares~~stock. ~~Concurrently~~This ~~these~~change ~~Preferred~~ensured ~~Shares~~compliance ~~were~~with ~~cancelled~~the Certificate of Designation, which stipulated that the conversion ratio would not be reduced by a stock split or other capitalization.

InOn ~~November 2020~~ the ~~Company~~same ~~designated 25~~date,~~000,000~~ ~~new~~Sparta ~~Preferred~~converted ~~Shares~~all ~~and~~ 10,000,000 ~~Par~~shares ~~Value~~of ~~$0.0001~~ Preferred ~~A-1~~Stock ~~Shares~~into ~~were~~16,200,000 ~~designated and~~shares ~~awarded~~of tocommon ~~Custodian~~stock, ~~Ventures~~bringing ~~for~~its ~~services~~ownership interest ~~performed and for loans extended~~ to ~~the~~approximately ~~Company~~60.7% ~~Each~~of ~~preferred~~the ~~share~~total isissued ~~convertible~~and ~~to 162~~outstanding shares ~~of common stock~~.

On ~~May~~November 530, ~~2021~~2022, anFWFW ~~Order~~incorporated ~~was~~Blue ~~entered~~Print Global, Inc. (“Blue Print”) in the ~~Eighth~~British ~~Judicial~~Virgin ~~District~~Islands ~~Court~~to establish operations for sourcing and selling warehouse patrol robots. FWFW holds 70% of Blue Print, ~~Clark~~with ~~County~~the remaining 30% held equally by two unrelated individuals. On December 7, ~~Nevada~~2022, ~~Barring~~Blue ~~Unasserted~~Print ~~Claims~~entered ~~and~~into ~~Terminating~~an Agency Agreement with International Supply Chain Alliance Co., ~~Custodianship~~Ltd. inof ~~Case~~Hong NoKong (“ISCA”), appointing ISCA as its authorized agent for distributing warehouse patrol robots in China. The ~~A-20-816264-B~~agreement, ~~releasing~~valid ~~the~~for ~~Company~~five ~~from~~years, ~~all~~renews ~~unasserted~~automatically ~~claims~~unless ~~and~~either ~~debt~~party ~~which~~provides ~~arose~~a onwritten ornon-renewal ~~before~~notice ~~the~~at ~~date~~least 30 days ofbefore the ~~order~~expiration date.

On ~~July~~December 1315, ~~2021~~2022, athe ~~Stock~~Company ~~Purchase~~executed ~~Agreement~~a ~~was~~Share ~~entered~~Exchange ~~into~~Agreement ~~between NYJJ Hong Kong Limited~~ (the “~~NYJJ~~Share Exchange Agreement”) ~~and~~with ~~Sparta~~QBS ~~Universal Industrial~~System ~~Ltd.~~ Limited (“~~Sparta~~QBS System”), ~~wherein~~a ~~Sparta~~Hong ~~purchased~~Kong-based 10company,~~000,000~~ ~~shares~~and ofits ~~Series~~shareholder, ~~A-1~~QBS ~~Preferred~~Flywheel ~~Stock~~Limited, ~~par~~an ~~value~~Australian ~~$0.0001~~company ~~per share~~ (~~the~~ “~~A-1 Preferred Shares~~QBS Flywheel”) ~~of Company~~. AsOn aMarch ~~result~~22, ~~Sparta~~2023, ~~became~~QBS anFlywheel ~~approximately~~transferred ~~90%~~all ~~holder~~QBS ofSystem shares to the ~~voting~~Company ~~rights of~~in ~~the~~exchange ~~issued~~for ~~and~~8,939,600 ~~outstanding~~newly issued shares of ~~the~~FWFW ~~Company,~~common onstock. aQBS ~~fully~~System ~~diluted~~became ~~basis,~~a ~~and~~wholly ~~became~~owned subsidiary of the ~~controlling~~Company, ~~shareholder.~~with ~~Sparta~~no ischanges ~~controlled by~~to ~~Tang~~the ~~Siu~~Company’s officers ~~Fung~~or directors.

AtFollowing the ~~effective~~QBS ~~date~~Acquisition, ofon ~~transfer~~March 22, ~~David~~2023, ~~Lazar~~Sparta ~~ceased~~sold 4,764,547 shares of its common stock to be29 ~~the~~investors ~~Company’s~~under ~~Chief~~Regulation ~~Executive~~S ~~Officer,~~of ~~President~~the Securities Act of 1933, ~~Secretary~~as amended (the “Securities Act”) for $12,975,348.18, ~~Chief~~reducing ~~Financial Officer~~its ~~and~~beneficial ~~Chairman~~interest from 16,200,000 shares of ~~the~~common ~~Board~~stock to 11,435,453 shares of ascommon ~~Directors~~stock, ~~and~~representing ~~the~~40.64% ~~Company~~ownership ~~appointed:~~of FWFW’s outstanding common stock.

●On May ~~Tang Siu Fung as President~~24, ~~Chief Executive Officer~~2023, ~~and Chairman of~~ the ~~Board~~Company ofissued ~~Directors; ● Cheng Sin Yi as Secretary~~1,450,000 ~~and~~shares ~~Treasurer;~~of ●common ~~Tin~~stock ~~Sze~~to ~~Wai~~each asof ~~Director;~~Sau ●Ping IpLeung ~~Tsz~~and ~~Ying~~So asHa ~~Director;~~Tsang, ●who Hocollectively ~~Yiu~~own ~~Chung~~30% of asBlue ~~Director; and ● Lai Chi Chuen as Director~~Print.

On ~~November~~September 2118, ~~2021~~2023, ~~the~~Ho ~~Board~~Yiu ofChung ~~Directors~~resigned ~~and~~as ~~majority~~a ~~shareholder~~director ~~approved the change~~ of ~~the~~FWFW ~~Company’s~~and ~~name~~Blue ~~to “Flywheel Advanced Technology, Inc~~Print.”, ~~and~~On the ~~change~~same ofday, ~~the~~Blue ~~Company’s~~Print ~~trading~~appointed ~~symbol~~Tang ~~became~~Siu ~~effective~~Fung onas a ~~August 3~~director, ~~2022~~replacing Ho Yiu Chung.

OnIn ~~November~~July 222024, ~~2021~~FWFW executed a Share Purchase Agreement with Mericone Company Limited, ~~the~~transferring ~~Board~~its ofsubsidiary, ~~Directors~~Mega ofFortune Company ~~the~~Limited, in exchange for a 9.38% minority interest in Elison Virtus Company ~~approved~~Limited (“Elison”). This decision was supported by a ~~reverse~~valuation ~~split~~reports offrom ~~the~~Wise ~~issued~~Tech Consulting and ~~outstanding~~Appraisal ~~shares~~Services dated July 4, 2024, estimating the fair values of ~~its~~Flywheel ~~common~~Financial and QBS System as HKD601,000,000 and HKD56,360,000, respectively. Elison wholly owns Flywheel Financial Strategy ~~stock~~(Hong onKong) Company Limited (“Flywheel Financial”), a ~~1:100~~wealth ~~basis~~management services provider. Following QBS Acquisition, FWFW became a “shell company” under SEC Rule 405 due to the cessation of active business operations.

On July 1330, ~~2022~~2024, ~~the~~Tang ~~Company~~Siu ~~was~~Fung ~~advised~~notified by the ~~Financial~~Company ~~Industry~~of ~~Regulatory~~his ~~Authority~~resignation ~~(“FINRA”)~~from ~~that~~all ~~the~~his ~~1:100~~positions ~~reverse~~with ~~stock split of~~ the Company’s, ~~common~~including ~~stock~~sole ~~would~~director, Chief ~~become~~Executive ~~effective~~Officer onand ~~July 14~~President, ~~2022.~~effective ~~The~~as ~~1:100 reverse stock split~~ of the ~~Company’s common~~close ~~stock~~of ~~became~~business ~~effective~~ on July 1430, ~~2022~~2024.

~~Following~~On ~~the~~August ~~effectiveness~~2, ~~of the reverse stock split~~2024, ~~there~~Cheng ~~are~~Sin ~~currently~~Yi ~~1,551,550~~notified ~~shares~~the Company of ~~common~~her ~~stock~~resignation ~~issued~~from ~~and~~all ~~outstanding~~her aspositions ~~compared to~~with ~~155,155,000 shares of~~ the Company’s, ~~common~~including ~~stock~~Secretary ~~issued~~ and Treasurer, ~~outstanding~~effective ~~prior~~as toof the ~~reverse~~close ~~stock split. The new CUSIP~~ of ~~the Company’s~~business ~~common~~on ~~stock~~August is2, ~~69806B205.~~2024

~~The~~On ~~Certificate~~August of5, ~~Amendment~~2024, toLuk ~~the~~Yuen ~~Articles~~Leung ofwas ~~Incorporation~~appointed ~~effectuating~~Chief ~~the~~Executive ~~name~~Officer, ~~change~~President, ~~was~~and ~~filed~~sole ~~with~~director of the ~~Secretary~~Company. ofAs ~~State~~a result of his appointment as Chief Executive Officer and President, Mr. Leung was designated as the ~~State~~Company’s “Principal Executive Officer”, of“Principal ~~Nevada~~Financial Officer” and “Principal Accounting Officer” for SEC reporting purposes. OnIn August 52024, Luk ~~2022,~~Yuen ~~the~~Leung ~~Company~~also ~~was~~replaced ~~informed~~Tang bySiu ~~FINRA~~Fung ~~that~~as the ~~new~~sole ~~ticker~~director ~~symbol~~and officer of ~~the~~Blue ~~Company is “FWFW”~~Print.

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

Pursuant to the Preferred Stock 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 Preferred Stock 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.

-4-

~~Also~~Shell ~~on September 15, 2022, Sparta provided notice to the~~ Company 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. As of said date, Sparta was the holder of 16,200,000 shares of common stock then issued and outstanding, or approximately 60.7%.

OnUnder ~~November~~SEC ~~30,~~Rule ~~2022~~405, ~~FWFW~~the ~~incorporated~~Company ~~Blue~~qualifies ~~Print~~as ~~Global,~~a ~~Inc. (~~“~~Blue~~shell ~~Print~~company”) indue ~~the~~to ~~British~~its ~~Virgin~~nominal ~~Islands~~assets toand ~~establish~~lack anof significant operations. Management ~~operation~~has no plans to ~~source~~develop a market for the ~~supply~~Company’s ~~and~~securities, ~~sale~~either ofdebt ~~warehouse~~or ~~patrol~~equity, ~~robots.~~until ~~FWFW~~a ~~holds~~successful ~~70%~~business ofcombination ~~Blue~~is completed ~~Print,~~or ~~and~~an ~~the~~operating ~~balance~~business is ~~held~~developed. byThe ~~two~~Company ~~individuals unrelated~~will continue to comply with the ~~Company,~~periodic ~~with~~reporting ~~each~~requirements ~~party~~of ~~holding~~the Act ~~15%~~as long as it remains subject to them.

OnThe ~~December~~Company’s 7,primary ~~2022,~~objective ~~Blue~~for ~~Print entered into an Agency Agreement (~~the ~~“Agency~~next ~~Agreement”)~~12 ~~with~~months ~~International~~and ~~Supply~~beyond ~~Chain~~is ~~Alliance Co.,~~to ~~Ltd.~~achieve oflong-term ~~Hong~~growth ~~Kong~~through ~~(“ISCA”).~~a ~~Pursuant~~business tocombination or the ~~Agency~~successful ~~Agreement,~~development ~~Blue~~of ~~Print appointed ISCA as~~ its ~~authorized~~operating ~~agent~~business. toAs ~~distribute warehouse~~of ~~patrol robots in~~ the ~~People’s~~date ~~Republic~~ of ~~China~~this ~~(“China”).~~report, ~~The~~the ~~Agency~~Company ~~Agreement~~has isnot ~~valid~~entered ~~for~~into ~~five~~any ~~years and~~definitive ~~will~~agreements beor ~~automatically~~specific ~~renewed~~discussions ~~for~~with ~~another~~potential ~~five~~business ~~years~~combination ~~unless~~candidates. aThe ~~written~~Company ~~non-renewal~~has ~~notice~~unrestricted isflexibility ~~provided~~in ~~by either party at least 30 days~~seeking, ~~before the expiration date. However~~analyzing, ~~there~~and isparticipating ~~no early termination option~~ in ~~the~~potential ~~Agency~~business ~~Agreement~~opportunities.

OnPotential 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 “Exchange Shares”).The QBS Acquisition was completed on March 22, 2023. Following the closing of the share exchange, there was no change in the officers and directors of the Company, and QBS System has continued its business as a wholly owned subsidiary of the Company.Structure

InShould ~~connection with~~ the ~~QBS~~Company ~~Acquisition,~~pursue onan ~~March~~acquisition—for ~~22,~~which ~~2023,~~no ~~the~~assurances ~~Company~~can ~~completed~~be ~~a share exchange agreement (~~given—the ~~“Share~~structure ~~Exchange~~of ~~Agreement”) with QBS System,~~ the ~~holders~~transaction ofwill ~~all~~depend ofon the specific ~~issued~~opportunity, ~~shares in~~ the ~~capital~~needs of ~~QBS~~the ~~System (collectively~~Company, ~~the “QBS Seller”)~~ and the ~~QBS~~negotiating ~~Seller’s~~strength ~~representative~~of ~~named~~all ~~therein~~parties involved. ~~Pursuant~~Possible tostructures ~~the~~include ~~Share Exchange Agreement~~leases, purchase ~~among~~and ~~other~~sale ~~things~~agreements, ~~the~~licenses, ~~Company~~joint ~~acquired from the QBS Seller all of the issued shares in the capital of QBS System~~ventures, and asother ~~consideration~~contractual ~~therefor~~arrangements. ~~the~~The Company ~~issued~~may ~~and~~participate ~~sold the~~directly ~~Exchange~~or ~~Shares~~indirectly through topartnerships, ~~the~~corporations, ~~QBS~~or ~~Seller~~other ~~upon~~forms ~~the closing~~ of ~~the QBS Acquisition~~organization. AsImplementing asuch ~~result~~structures ofcould ~~the~~involve ~~Share~~mergers, ~~Exchange~~consolidations, or ~~QBS~~reorganizations, ~~System~~and ~~continues its~~the ~~business~~Company asmay anot ~~wholly~~necessarily ~~owned~~emerge ~~subsidiary~~as of the ~~Company~~surviving entity.

InFollowing ~~connection~~a ~~with the Share Exchange~~reorganization, ~~the~~it ~~Company~~is ~~entered~~likely ~~into a lock-up and leak-out agreement (“Lock-Up Agreement”) with the Seller. The Lock-Up Agreement covers the Exchange Shares and provides~~ that the ~~Exchange~~Company’s ~~Shares~~current ~~are~~management, ~~subject~~board ~~to a 12-month lock-up from the date~~ of ~~the~~directors, ~~Share Exchange Agreement (the “Lock-Up Period”). The Lock-Up Period is subject to early termination upon certain corporate events~~ and ~~transactions~~stockholders ~~and~~will ~~allows~~no ~~for~~longer ~~certain limited permitted transfers where the recipient takes shares subject~~hold ~~to the restrictions in the Lock-Up Agreement. For~~ a ~~period~~majority of ~~one~~voting ~~year~~shares. ~~after~~Existing ~~the~~management ~~end~~and ofdirectors ~~the~~may ~~Lock-Up Period~~resign, ~~the~~and ~~Exchange~~new ~~Shares~~management ~~are~~and ~~subject to~~directors amay ~~one-year~~be ~~leak-out~~appointed ~~restriction for public resales of five percent of the trailing ten (10) day average trading volume of the Common~~without ~~Stock.~~a ~~The~~stockholder ~~Company may waive these restrictions~~vote.

InTo ~~connection~~facilitate ~~with~~an acquisition, the ~~Share~~Company ~~Exchange,~~may ~~Wong~~issue ~~Chi~~common ~~Fung~~stock ~~and~~or ~~Kwan~~other ~~Ping~~securities. ~~Yuen~~While ~~entered~~terms ~~into~~cannot ~~three-year~~be ~~confidentiality~~predicted, ~~non-competition~~acquisitions ~~and~~structured as ~~non~~“tax-~~solicitation agreements~~free” ~~with~~reorganizations under the ~~Company~~Internal ~~(each~~Revenue aCode ~~“Non-Disclosure~~often ~~and~~require ~~Non-Compete~~issuing ~~Agreement”),~~controlling ~~which~~interest ~~contain~~(80% ~~standard~~or ~~provisions,~~more) ~~including~~of ~~that~~the ~~Mr.~~combined ~~Wong~~entity’s ~~and~~stock ~~Mr.~~to ~~Kwan~~the doacquired ~~not~~company’s ~~engage~~stockholders. inThis ~~any~~could ~~business~~significantly ~~that~~dilute ~~supplies~~ the ~~same~~equity ~~product~~of orcurrent stockholders. ~~services~~Such ~~as,~~issuances ~~that~~may ~~competes~~coincide with, the ~~Company~~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 ~~QBS~~regulation. ~~System~~The ~~within~~Company ~~the~~will ~~Hong~~file ~~Kong~~a ~~Special~~current report ~~Administrative~~on ~~Region~~Form of8-K ~~the~~within ~~People’s~~four ~~Republic~~business days of ~~China~~a ~~and~~business combination that results in the ~~People’s~~Company ~~Republic~~ceasing to be a shell company. This report will include comprehensive details of ~~China~~the target company, including audited financial statements.

AtIt ~~the~~is ~~closing~~anticipated ofthat ~~the~~any ~~Share~~new ~~Exchange~~securities onissued ~~March~~in ~~22,~~connection ~~2023,~~with ~~Tin~~a ~~Sze~~reorganization ~~Wai,~~would Iprely ~~Tsz~~on ~~Ying~~exemptions from registration under federal and ~~Lai~~state ~~Chi~~securities ~~Chuen,~~laws. ~~directors~~In ofsome cases, the Company, ~~resigned~~may ~~from~~ agree to register these securities at the ~~Board~~time of ~~Directors~~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.

-5-

AsManagement ofTime March 22, 2023, Sparta, our majority stockholder, entered into subscription agreements with 29 investors pursuant to which Sparta sold 4,764,547 shares of common stock of the Company for an aggregate purchase price of $12,975,348.18. The sale was made pursuant to an exemption from securities registration provided under Regulation S of the Securities Act. Prior to the transaction, Sparta held 16,200,000 shares of the Company’s common stock. As a result of this transaction, Sparta now holds 11,435,453 shares or 40.64% of the Company’s issued and ~~outstanding common stock.~~Resources

OnThe ~~May~~Company’s ~~24,~~sole ~~2023,~~officer ~~the~~and ~~Company~~director ~~issued~~is ~~1,450,000~~engaged ~~shares~~in ofexternal ~~common~~business ~~stock~~activities toand ~~each~~anticipates ofdevoting ~~Sau~~limited ~~Ping~~time ~~Leung~~to ~~and~~the SoCompany until Haa ~~Tsang~~suitable business opportunity is identified. ~~These~~The ~~two~~time ~~individuals~~spent ~~collectively hold~~on ~~30%~~Company ofmatters ~~Blue~~will ~~Print~~vary ~~Global,~~based ~~Inc.~~on need, abut ~~British~~management ~~Virgin~~intends to ~~Islands~~fulfill ~~which~~its isfiduciary aduties. ~~subsidiary~~No ofsignificant changes to the ~~Company~~number of employees are expected, apart from those resulting from a business combination.

OnCompetition ~~September 18, 2023, Ho Yiu Chung notified the Company~~ and ~~Blue~~Market Print that he was resigning from the board of directors of each the Company and the director of Blue Print, effective immediately. The same day, the board of directors of Blue Print appointed Tang Siu Fung as a member of the board, effective immediately, to serve until his successor is elected and qualify.Conditions

~~Business~~We ~~Overview~~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.

~~FWFW~~Given ~~and~~our ~~its~~limited ~~subsidiaries~~financial ~~(collectively~~and human resources, “we,” ~~“us,”~~are ~~“our,”~~at ~~“FWFW”~~a orcompetitive ~~the~~disadvantage ~~“Company,” unless~~relative ~~context~~to ~~requires~~many of these entities in acquiring an operating business or ~~indicates~~assets ~~otherwise)~~essential ~~provide~~to ~~Internet~~initiating ofoperations ~~Things~~in ~~(“IoT”)~~a ~~solutions~~new ~~and~~industry. ~~services~~Furthermore, tothe ~~assist~~economic ~~its~~downturn ~~clients to~~resulting ~~build~~from ~~applications~~the ~~using~~coronavirus pandemic ~~available~~has ~~IoT~~intensified ~~devices~~competition, ~~sensors,~~as ~~frameworks,~~many venture capital firms and ~~platforms,~~individual ~~integrate~~investors ~~hardware~~are ~~and~~seeking ~~software~~to ~~solutions~~acquire ~~with~~businesses at discounted ~~clients~~valuations. ~~existing~~This ~~landscape,~~heightened orcompetition ~~implement~~presents ~~new~~additional ~~IoT~~challenges ~~solutions~~to ~~for~~securing ~~enterprises~~a business. We anticipate these conditions will persist until the economy fully recovers.

WeEven ~~provide~~if awe ~~full~~successfully ~~range~~acquire ~~of IoT services comprising consulting, development and implementation, analytics, support, and evolution. QBS System has~~ a business ~~portfolio~~or ~~consisting~~assets ofto ~~IoT~~commence ~~integration solution services~~operations, ~~IoT~~we ~~maintenance~~expect ~~and~~to ~~support~~encounter ~~services,~~heightened ~~IoT~~barriers ~~projects~~to ~~and~~entry ~~ventures, Business Process Outsourcing (“BPO”) services, and approximately twelve years of experience~~ in ~~Hong~~the ~~Kong providing IoT software~~chosen ~~and hardware engineering services~~marketplace. ~~Its~~These ~~clientele~~challenges ~~ranges~~may ~~across~~stem ~~various~~from ~~industries,~~reduced ~~such as logistics and supply chain management~~demand, ~~food &~~increased ~~beverage,~~raw ~~automation,~~material 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”)costs, ~~the~~or ~~essential component~~other ofeconomic ~~the~~forces ~~fourth~~beyond ~~revolution~~our ~~of manufacturing or “Industry 4~~control.~~0”.~~

~~IoT Integration Solution Services~~Regulation

~~QBS~~As ~~System’s~~of ~~IoT~~the ~~Integration~~date ~~Solution~~of ~~Service~~this ~~helps~~report, ~~clients~~we toare ~~build~~required ~~applications~~to ~~using~~file ~~available~~reports ~~IoT~~with ~~devices,~~the ~~sensors,~~Securities ~~framework~~ and ~~platform,~~ toExchange ~~integrate~~Commission ~~the~~(“SEC”) ~~available~~in ~~hardware~~compliance with ~~and~~Section ~~software~~13 ~~solution~~of ~~with~~the ~~clients’~~Securities ~~existing~~Exchange ~~systems~~Act orof to1934 ~~implement~~(the ~~new~~“Exchange ~~IoT solutions for enterprises~~Act”).

The ~~applications~~direction ofour ~~the~~management ~~QBS~~ultimately ~~System’s~~pursues, ~~IoT~~along ~~Integration~~with ~~Solution~~any ~~Service~~future business acquisitions, may subject us to additional laws or regulations. These may include ~~Enterprise~~requirements ~~IoT~~that ~~and~~necessitate ~~Industrial~~significant ~~IoT~~compliance expenditures, such as the ~~essential~~increasing ~~component~~ regulation of ~~Industry~~privacy 4at the state level.0 Such obligations could divert considerable human and financial resources toward compliance efforts, potentially adversely affecting our future operating results.

~~QBS System provides a full range of services under its IoT Integration Solution Service program such as consulting, development and implementation, analytics, support, and evolution.~~Employees

~~QBS~~As ~~System’s~~of ~~IoT Integration Solution Service focuses on researching and developing technologies to improve and enhance~~ the ~~quality~~ date of ~~life~~this ~~for clients and find a faster~~report, ~~more~~we ~~economical,~~do ~~and~~not ~~easier~~have ~~ways~~full totime ~~solve problems~~employees. ~~The list below shows certain of the technologies developed and utilized by QBS System’s IoT Integration Solution Services in the following industries:~~

● Low Carbon Property Management – carbon management involves understanding the carbon footprint of an entity or an individual by collecting and analyzing a massive volume of data. Carbon footprint benchmarking assesses and manages carbon emissions. We believe that this technology may save operating costs, reduce carbon emissions, slow climate change, improve air quality, and, as a result of such changes, help to benefit human health. ● Energy Management – we believe that energy management is the key to conserving energy and saving money. Among other things, we believe that it provide an opportunity to optimize energy costs by understanding energy flow, procurement, and economics of energy and reducing its harmful impact on our environment. This technology is intended to monitors energy consumption resulting in savings and reduction in carbon emissions for greater corporate social responsibility;Available Information

Our principal executive offices and corporate headquarters are located at 123 West Nye Lane, Suite 455, Casron City, NV 89706.

We do not currently have a website. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as other reports relating to us that are filed with, or furnished to, the SEC free of charge on the SEC’s website (www.sec.gov) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

-6-

~~● Stock Management – stock management is intended to enable real-time stock information and facilitates warehouse and retail operation activities, a critical supply chain element~~ITEM 1A. ~~Stock~~RISK management aims to have the right product in the right place at the right time without creating excess inventory. We believe that this technology offers a timely, efficient, and cost savings solution, especially for retail businesses; ● GreenTech Management – GreenTech management aims to monitor, for example, planting requirements based on dynamic environmental data captured. This technology helps those growing houseplants or vegetation to reduce sound level and carbon footprint in the house, improve indoor air quality, and use resources more efficiently; and ● Enhanced Lifestyle Management – Enhanced Lifestyle Management is designed to facilitate the hospitality industry to be more efficient and reduce operating costs. We believe that this technology also improves the wellness, comfort, and safety of individuals.FACTORS

~~IoT~~Risks ~~Maintenance~~Relating to Our Business and ~~Support~~Financial ~~Service~~Condition

~~Following~~We ~~the~~currently ~~completion~~have ofno ~~a QBS System’s IoT Integration Solution Service for a client~~operations, ~~QBS System offers ongoing maintenance~~ and ~~support services,~~investors astherefore ~~well~~have asno ~~maintenance~~basis ~~and support services~~ on ~~consumable~~which ~~hardware~~to ~~and~~evaluate ~~software (license) purchased by~~ the ~~client. We believe that QBS System~~Company’s ~~maintenance~~future and support services are in high demand by their clients to facilitate long-term usage of QBS System’s products and help them be competitive in their respective fields, such as real estate, leisure, and entertainment industriesprospects.

~~Maintenance~~We currently have no operations and ~~support~~will ~~services~~be ~~entail~~reliant ~~ad-hoc~~upon ~~technical~~a ~~services,~~merger ~~IoT~~with ~~system~~or ~~administration,~~acquisition ~~maintenance,~~of ~~secondment~~an operating business to commence operations and generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and ~~corrective~~completing ~~services~~a business combination with a target business. ~~QBS~~We have no current arrangements ~~System~~or ~~also~~understandings ~~offers~~with ~~license~~any ~~renewal~~prospective ~~subscriptions~~target ~~for~~business ~~individual~~concerning ~~IoT~~a ~~systems,~~business ~~hardware,~~combination and ~~software~~may ~~provided~~be byunable ~~the~~to ~~IoT~~complete ~~products~~a ~~vendors~~business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will not generate any operating revenues.

~~IoT~~We ~~Business~~may ~~Process~~face ~~Outsourcing~~difficulties ~~Service~~or delays in our search for a business combination, and we may not have access to sufficient capital to consummate a business combination.

~~QBS~~We ~~System~~may ~~provides~~face ~~BPO~~difficulty ~~services~~identifying toa ~~IoT~~viable ~~projects,~~business ~~which~~opportunity isor annegotiating ~~end~~or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to~~-end~~ ~~technology~~encounter ~~service~~as a result thereof, ~~outsourcing~~may ~~services~~hinder our efforts to ~~assist~~locate ~~enterprises~~and/or inobtain ~~launching~~a ~~IoT~~business ~~projects~~that oris ~~ventures,~~suitable ~~creating~~for our business goals at a ~~new~~price ~~technology~~we ~~solution,~~can ~~upscaling~~afford anand ~~existing~~on ~~IoT~~terms ~~application~~that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or ~~reliably~~at ~~and~~all ~~cost-effectively~~due to the limited availability of capital. There can be no assurance that we will have sufficient ~~integrating~~capital ~~any~~to ~~IoT~~provide ~~solution~~us with the necessary funds to successfully develop and implement our plan of operation or acquire a ~~legacy~~business ~~system~~we ~~while~~deem to ~~addressing~~be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business ~~challenges~~plan and your investment in the Company could become worthless.

~~IoT~~If ~~BPO~~we ~~service~~are ~~helps~~not ~~ensure:~~successful in acquiring a new business and generating material revenues, investors will likely lose their investment.

●If we ~~New~~are ~~Product~~not ~~Launch~~successful ~~Success~~in ●developing ~~Product~~a ~~Transitions~~viable &business ~~Life~~plan ~~Cycle~~and ~~Management~~acquiring ●a ~~Roadmap~~new &business ~~Technology~~through ~~Reviews~~which ●to ~~Business~~implement ~~Planning~~it, ●our ~~Target~~investors’ entire ~~Operational~~investment ~~Model~~in ●the ~~Forecast~~Company ~~Management~~could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.

InIf ~~addition~~we tocannot ~~the~~manage ~~IoT~~our ~~BPO~~growth ~~services~~effectively, ~~QBS~~we ~~System~~may ~~offers~~not ~~technical~~become ~~consultants on flexible client assignments~~profitable. This service assists clients in recruiting, training, and managing teams of consultants and related administrative staff. It is also involved with all technical aspects of clients’ IoT by deeply analyzing clients’ vision and creating IoT technology solutions enabling clients to build new IoT-based products and establish a new business model. The IoT BPO service is intended to help with hardware and software that can adequately address the complexity and fragmentation in clients’ IoT projects, including hardware integration, software integration, system architecture, sensor monitoring, device management and connectivity, data analysis, etc.

Businesses, including development stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly, and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.

We may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses, and accounting expenses will require a substantial amount of additional capital. The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution.

-7-

~~Location~~We ~~Based~~may ~~Services~~be unable to obtain necessary financing if and when required.

~~Smart~~Our ~~Buildings~~ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

~~Smart~~Because ~~buildings~~we are ~~equipped~~still ~~with~~developing ~~energy-saving~~our ~~equipment~~business ~~for~~plan, ~~the~~we ~~efficient~~do ~~functioning~~not ofhave ~~all~~any ~~the~~agreement ~~components~~for ~~and systems of~~ a ~~building,~~business ~~including lighting; monitoring; safety and security; emergency systems; heating, ventilation, and air conditioning systems; and car parking~~combination. ~~The concept of smart buildings has gained pace due to the increasing adoption of IoT solutions and services, and the growing deployment of IoT sensors.~~

~~With~~We ~~the~~have ~~growing~~no ~~numbers~~current ~~of IoT network devices~~arrangement, weagreement ~~believe~~or ~~that~~understanding ~~the~~with ~~critical~~respect ~~need~~to ~~for~~engaging ~~reliable~~in ~~IoT~~a ~~integration~~business ~~services,~~combination ~~such~~with asany ~~system~~specific ~~design~~entity. ~~and~~We ~~architecture~~may ~~services,~~not ~~advisory~~be ~~services,~~successful in identifying and ~~testing~~evaluating ~~services,~~a ~~has~~suitable ~~emerged~~acquisition ~~for~~candidate ~~the~~or ~~smooth~~in ~~integration,~~consummating ~~interconnectivity,~~a ~~and~~business ~~functioning~~combination. We ofare ~~connected~~neutral ~~devices.~~as ~~IoT-enabled~~to ~~smart~~what ~~buildings~~industry ~~have~~or ~~enhanced~~segment ~~features,~~for ~~such~~any astarget ~~personalization~~company. ofWe ~~operations,~~have ~~device~~not ~~mobility~~established ~~inside~~specific metrics and criteria we will look ~~buildings,~~for ~~comfort~~in toa ~~occupants~~target company, ~~enhanced~~and ~~productivity,~~if and ~~automation~~when ofwe ~~indoor~~do ~~activities.~~we ~~IoT~~may ~~home~~face ~~automation~~difficulty ~~systems~~reaching ~~utilize~~a ~~control~~mutual agreement with any such entity, including in ~~systems~~light ~~and~~of ~~smart~~market ~~devices~~trends toand ~~automatically~~forces beyond our control. Given our early-stage status, there is considerable uncertainty and ~~manage~~therefore ~~the~~inherent risk ~~basic~~to ~~home~~investors ~~functions~~that ~~over~~we ~~the~~will ~~Internet,~~not ~~irrespective~~succeed ofin ~~the~~developing ~~user~~and ~~location~~implementing a viable business plan.

~~During~~The ~~2020, one of the leading utility service companies in Hong Kong collaborated with QBS System to build an IoT factory in order to cross~~COVID-~~integrate multiple~~19 ~~brands~~pandemic ofcould ~~IoT~~materially ~~Gateway~~adversely asaffect aour ~~single~~financial ~~management platform~~condition, ~~catering~~future toplans ~~different~~and ~~user~~results ~~scenarios in office or campus energy management in a more innovative way, such as sensory data~~ of ~~room occupancy capturing for electricity control purpose~~operations.

InThis ~~2016,~~COVID-19 ~~QBS~~pandemic ~~System~~has ~~collaborated~~had ~~with~~a significant adverse effect on the ~~Hong~~economy ~~Kong~~in ~~government~~the United States and on most businesses. The Company is not able to ~~design~~predict ~~and~~the ~~build~~ultimate ~~the~~impact ~~Waste~~that ~~Electrical~~COVID -19 will have on its business; however, if the pandemic and ~~Electronic~~government ~~Equipment~~action ~~Treatment~~in response ~~and~~thereto ~~Recycling~~impose ~~Facility~~limitations ~~(WEEE·PARK),~~on ~~which~~our ~~provides~~operations or result in a ~~collection~~prolonged ~~service~~economic ~~and~~recession ~~operates~~or depression, the ~~facility.~~Company’s ~~The~~development and ~~facility~~implementation ~~uses state-~~of~~-the-art technology~~ toits ~~process~~business ~~refrigerators,~~plan ~~TVs,~~and ~~computers,~~our ~~washing~~ability ~~machines,~~to commence and ~~air~~grow ~~conditioners~~our ~~into~~operations, ~~valuable~~as ~~secondary~~well ~~raw~~as ~~materials~~our ~~while~~ability to generate material ~~controlling~~revenue ~~the~~therefrom, ~~management~~will ofbe ~~the~~hindered, ~~hazardous~~which ~~materials~~would ~~that~~have ~~are~~a ~~contained~~material innegative ~~this~~impact ~~equipment~~on the Company’s financial condition and results of operations.

InBecause ~~2012,~~we ~~QBS~~are ~~System~~dependent ~~delivered~~upon aLuk ~~smart~~Yuen ~~building~~Leung, ~~application~~our ~~for~~Chief ~~the~~Executive ~~first~~Officer ~~zero-carbon~~who ~~building~~oversees inour ~~Hong~~Company, ~~Kong developed by~~ the ~~Construction Industry~~loss ~~Council~~of inhim ~~collaboration~~could ~~with~~adversely ~~the~~affect ~~HKSAR~~our plan ~~Government. Our application utilizes the Building Automation~~ and ~~Controls~~results ~~Network (BACnet), a communication protocol standard explicitly designed to provide a way to integrate building control products made by different manufacturers. The BACnet enables a vast volume~~ of ~~data to be analyzed automatically and visualizes carbon footprint benchmarking data to the Low Carbon property management dashboard~~operations.

~~IoT~~Luk ~~Home~~Yuen ~~Growing~~Lueng, ~~Device~~manages the Company and is presently evaluating a viable plan for our future operations. We will rely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of our Chief Executive Officer could delay or prevent the achievement of our business objectives, which could have a material adverse effect upon our results of operations and financial position.

~~QBS~~In ~~System’s~~addition, ~~IoT~~although ~~home~~not ~~growing~~likely, ~~device~~the isofficers and directors of an acquisition candidate may resign upon completion of a ~~technology~~combination ~~solution~~with their ~~designed~~business. toThe ~~enable~~departure ~~individuals~~of toa ~~grow~~target’s ~~plants~~key personnel could negatively impact the operations and ~~crops~~prospects inof ~~their~~our ~~homes~~post-combination ~~using~~business. ~~IoT~~The ~~technology~~role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. ~~The~~Although we ~~device~~contemplate isthat ~~typically~~certain ~~equipped~~or all members of a target’s management team may remain associated with ~~sensors,~~the ~~cameras~~target following a change of control thereof, ~~and~~there ~~other~~can ~~tools~~be no assurance that ~~allow~~all ~~for~~of ~~remote~~such ~~monitoring~~target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively impact the ~~plant~~operations ~~growth~~and ~~process~~profitability of our business.

A home growing device is designed to enable sensing technologies, such as humidity, temperature, etc., to monitor dynamic planting requirements for plans and crops. For example, as an intelligent virtual assistant the growing device can propose watering schedules based on the dynamic environmental data captured and a plant’s specific characteristics and needs.

The IoT growing device can be used to grow a variety of plants, including herbs, vegetables, and flowers, and can be configured to meet the specific needs of each plant. The device is typically connected to a mobile app or web platform, allowing users to monitor the progress of their plants, receive alerts and notifications, and adjust settings as needed.

The use of IoT technology in home growing devices allows for greater precision and control over the plant growth process. Sensors can monitor factors such as temperature, humidity, and light levels, and automatically adjust settings to ensure optimal growing conditions. This may result in faster growth, higher yields, and healthier plants.

IoT home growing devices are gaining popularity among consumers who are interested in sustainable and healthy living, as well as those who have limited outdoor space or live in areas with harsh climates. They are also used in commercial settings such as restaurants and grocery stores to provide fresh produce on site.

We believe that IoT home growing devices offer a convenient and efficient way for individuals to grow plants and crops in their homes, while leveraging the benefits of IoT technology to optimize the plant growth process.

-8-

~~Smart~~We ~~Bench~~may be deemed to be an investment company under the Investment Company Act of 1940.

~~QBS~~Currently, ~~System~~our ~~has~~only ~~co-developed~~significant ~~with~~asset ~~another~~are ~~innovator~~ the ~~Smart~~shares ~~Bench,~~of aElison ~~modern,~~Virtus ~~multifunctional~~Company ~~bench designed for use in outdoor spaces~~Limited. ~~It has various features~~Accordingly, ~~such~~we asmay ~~wireless~~be ~~charging~~deemed ~~for~~to ~~mobile~~be ~~devices,~~an ~~Wi-Fi~~investment ~~connectivity,~~company under ~~and~~the ~~sensors~~Investment ~~that~~Company ~~track~~Act ~~environmental~~and ~~data~~as ~~like temperature~~such, ~~air~~we ~~quality,~~would ~~and~~either ~~noise~~have ~~levels.~~to ~~While~~register ~~powered~~as byan ~~solar~~investment ~~panels,~~company under the ~~Smart~~Investment ~~Bench~~Company Act, ~~stores~~obtain ~~energy~~exemptive ~~with~~relief afrom ~~built-in~~the ~~battery~~SEC ~~for use~~or atmodify ~~night.~~our ~~QBS~~investments ~~System~~or ~~led~~organizational ~~the~~structure ~~team~~or inour ~~IoT~~contract ~~Device~~rights ~~Integration~~to ~~and~~fall ~~System~~outside the ~~Implementation~~definition of ~~the~~an ~~Smart~~investment ~~Bench~~company. ~~The~~Registering ~~Smart~~as ~~Bench~~an ~~aims~~investment ~~to enhance~~company ~~the~~could, ~~user~~among ~~experience~~other ofthings, ~~public~~materially ~~spaces~~adversely byaffect our ~~providing~~financial acondition, ~~convenient~~business and ~~comfortable~~results ~~place~~of ~~to sit while offering helpful technology features. Additionally~~operations, ~~environmental~~materially ~~sensors~~limit ~~may~~our ~~help~~ability ~~city~~to ~~planners~~borrow ~~gather~~funds ~~data~~or onengage ~~how~~in ~~people~~other ~~use~~transactions involving ~~outdoor~~leverage ~~spaces~~ and ~~make~~require ~~informed~~us ~~decisions about~~to ~~improving~~add ~~urban~~directors ~~infrastructure.~~who ~~QBS~~are ~~System’s~~independent ~~believes~~of ~~that~~us ~~the~~and ~~Smart~~otherwise ~~Bench~~will issubject anus ~~innovative~~to ~~and~~additional ~~practical~~regulation ~~solution~~that will ~~for~~be ~~modern urban~~costly ~~living~~and time-consuming.

~~Location~~Risks ~~Based~~Related ~~Services~~to a Potential Business Acquisition

~~Ultra-wideband~~We ~~(UWB)~~may isencounter adifficulty ~~wireless~~locating ~~communication~~and ~~technology~~consummating ~~that~~a ~~uses~~business ~~low-energy~~combination, ~~short-range~~including ~~radio~~as ~~waves~~a toresult ~~transmit large amounts~~ of ~~data~~the ~~over~~competitive ~~short distances.~~disadvantages ~~Unlike other wireless communication technologies that use narrowband signals, UWB signals use a very wide frequency range,~~we ~~typically spanning several gigahertz, which enables them to transmit data at extremely high speeds~~have.

~~UWB~~We ~~technology~~expect isto ~~used~~face inintense acompetition ~~variety~~in ofour ~~applications,~~search ~~including~~for ~~high~~a revenue-~~speed~~producing ~~data~~business ~~transfer,~~to ~~location~~combine ~~tracking,~~with ~~and~~or ~~sensing~~acquire. InGiven the ~~context~~current ofeconomic ~~data transfer~~climate, ~~UWB~~venture ~~can~~capital befirms, ~~used~~larger tocompanies, ~~transfer~~blank ~~large~~check ~~files,~~companies such as ~~high-definition~~special ~~videos,~~purpose ~~between~~acquisition ~~devices~~companies and other investors are purchasing operating entities or the assets thereof in high volumes and at ~~speeds~~relatively ofdiscounted upprices. toThese ~~several~~parties ~~gigabits~~may have greater ~~per~~capital ~~second.~~or Inhuman ~~location~~resources ~~tracking,~~than ~~UWB~~we ~~can~~do beand/or ~~used~~more experience in a particular industry within which we choose to ~~accurately~~search. ~~determine~~Most ~~the~~of ~~location~~these competitors have a certain amount of ~~objects~~liquid orcash ~~people~~available ~~within~~to atake ~~confined~~advantage ~~space,~~of favorable market conditions for prospective business purchaser such as athose ~~building~~caused by the recent pandemic. Any delay or ainability ~~room~~to locate, ~~with~~negotiate and enter into a ~~high~~business ~~degree~~combination as a result of ~~precision.~~the Inrelative ~~sensing~~illiquidity ~~applications,~~of ~~UWB~~our ~~can~~current ~~detect~~asset ~~objects’~~or ~~presence,~~other ~~measure~~disadvantages we have relative to our competitors could cause us ~~distance~~to lose valuable business opportunities to our competitors, ~~and~~which ~~even~~would ~~detect~~have ~~motion~~a material adverse effect on our business.

We ~~believe~~may ~~that~~expend ~~one~~significant oftime ~~the~~and ~~advantages~~capital ofon ~~UWB~~a ~~technology~~prospective isbusiness ~~its~~combination ~~ability~~that ~~to operate in crowded radio frequency environments without interfering with other wireless communication technologies. This~~ is ~~because~~not ~~UWB~~ultimately ~~signals are spread out over a wide frequency range and are designed to coexist with other wireless technologies~~consummated.

~~During~~The ~~2019~~investigation of each specific target business and any subsequent negotiation and drafting of related agreements, ~~one~~SEC disclosure and other documents will require substantial amounts of ~~the~~management’s ~~largest~~time ~~theme~~and ~~parks~~attention and material additional costs in ~~Hong~~connection with ~~Kong~~outsourced ~~introduced~~services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to fruition. In such event, all of the ~~first~~time ~~UWB~~and ~~adoption~~capital ~~into~~resources ~~game~~expended ~~environment~~by the Company in ~~Hong~~such ~~Kong~~a pursuit may be lost and unrecoverable by the Company or its shareholders. ~~QBS~~Unanticipated ~~System~~issues ~~was~~which may be beyond our control or that of the seller of the applicable business ~~responsible~~may ~~for~~arise ~~digital~~that ~~communication~~force ~~among~~us ~~devices~~to ~~for~~terminate ~~tracking~~discussions with a target company, such as the ~~children~~target’s ~~playing~~failure or inability to provide adequate documentation to assist in our investigation, a 3Dparty’s ~~projection~~failure ~~game~~to ~~scene~~obtain ~~with~~required ~~centimeters-level~~waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of ~~accuracy~~a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

~~QBS~~Conflicts ~~System~~of ~~also~~interest ~~utilizes~~may ~~location-based~~arise ~~service~~between ~~driven~~us ~~products equipped with the readiness~~ and ~~the~~our ~~reliability~~shareholders, ofdirectors, ~~indoor~~or ~~and outdoor positioning system. In 2019~~management, anwhich ~~NGO~~may ~~worked~~have ~~with~~a ~~QBS~~negative ~~System~~impact ~~for location-based service adaptations~~ on ~~their~~our ~~existing~~ability ~~mobile application~~ to ~~enable~~consummate ~~extra technology to substantiate location-awareness assist visual impaired persons in~~ a ~~technology~~business ~~park~~combination inor ~~Hong~~favorable ~~Kong.~~terms ~~Wireless~~or ~~fingerprinting and~~generate ~~magnetic fields are captured for indoor positioning estimation to provide a coordinate on an app, speak-to-navigate approach is used for visual impaired app users~~revenue.

~~Development~~Our Chief Executive Officer, Mr. Lueng, is not required to commit his full time to our affairs, which may result in a conflict of ~~Digital~~interest in ~~Twin~~allocating ~~Business~~his time between managing the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation of a business combination. Mr. Lueng is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

~~The~~It ~~global~~is ~~digital~~possible ~~twin~~that ~~industry~~we ~~was~~obtain ~~valued~~an atoperating ~~US$6.5~~company ~~billion~~ in ~~2021~~which ~~and~~a isdirector ~~projected~~or toofficer ~~reach~~of ~~US$125.7~~the ~~million by 2030. The~~ Company has ~~been~~ ~~working~~an ~~deeply~~ownership interest in ~~various~~or ofthat ~~industries,~~he or ~~especially~~she ~~the~~is ~~supply~~an ~~chain~~officer, ~~and~~director, ~~complex~~or ~~building~~employee ~~sectors~~of. ~~With~~If ~~the~~we ~~domain~~do ~~knowledge~~obtain ~~adoption from~~any ~~our~~business ~~customers~~affiliated inwith ~~these~~an ~~two~~officer ~~industries~~or director, ~~the~~such ~~Company~~business ~~currently~~combination may ~~allocates~~be ~~its~~on ~~research~~terms ~~and~~other ~~development~~than ~~resources~~what ~~strategically~~would inbe ~~the digital~~arrived ~~twin~~at ~~implementation~~in byan ~~extending~~arms-length ~~the~~transaction. ~~IoT~~If ~~technologies~~any toconflict ~~the~~of ~~predictive~~interest ~~analysis~~arises, ~~over~~it ~~the~~could ~~data~~adversely affect ~~lake~~a ~~built~~business ~~from~~combination ~~food~~or ~~and~~subsequent ~~beverage and~~operations ~~smart~~of ~~building use cases. Through~~ the ~~launch~~Company, ofin ~~digital~~which ~~twin,~~case ~~the~~our ~~Company~~shareholders ~~expects~~may ~~that,~~see indiminished ~~the~~value ~~future,~~relative to ~~its~~what ~~major~~would ~~revenue~~have ~~model~~been ~~will migrate~~available ~~from~~through ~~project-based~~a totransaction ~~subscription~~with ~~base~~an inindependent ~~long~~third ~~run~~party.

-9-

~~QBS~~We ~~System’s~~may ~~Prospects~~engage in ~~IoT~~a ~~Market~~business combination that causes tax consequences to us and our shareholders.

~~Forecast~~Federal byand ~~Market~~state ~~Research~~tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

~~According~~It ~~to a report published by Market Data Forecast in March 2023, the global IoT market~~ is ~~expected~~unlikely tothat ~~continue~~our ~~its~~shareholders ~~growth~~will ~~trajectory~~be inafforded ~~the period~~any ~~from~~opportunity ~~2023 through 2028, driven by technological advancements and increasing adoption across various industries. The IoT market size is projected~~ to ~~reach~~evaluate ~~$875~~or ~~billion~~approve ~~by 2028, growing at~~ a ~~CAGR~~business ~~of 26~~combination.~~9% from 2023 to 2028. We believe that several factors are driving the market expansion of the IoT industry:~~

●It is ~~Increasing~~unlikely ~~adoption~~that ofour ~~smart~~shareholders ~~devices:~~will ~~The~~be ~~increasing~~afforded ~~adoption~~the ofopportunity ~~smart~~to ~~devices,~~evaluate ~~such~~and asapprove ~~smartphones,~~a ~~smartwatches~~proposed business combination. In most cases, business ~~and~~combinations ~~smart~~do ~~home~~not ~~devices~~require shareholder approval under applicable law, ~~drives~~and ~~the~~our ~~demand~~Articles ~~for~~of ~~IoT~~Incorporation ~~solutions~~and ~~because~~Bylaws ~~these~~do ~~devices~~not ~~rely~~afford our onshareholders ~~IoT~~with ~~technology~~the right to ~~connect~~approve ~~and~~such ~~communicate~~a transaction. ●Further, ~~Growing~~two ~~demand~~shareholder ~~for~~sown ~~automation~~68.92% ~~and~~of ~~digitization:~~our ~~Companies~~outstanding ~~are~~Common ~~increasingly~~Stock. Accordingly, ~~adopting~~our ~~automation~~shareholders ~~and~~will ~~digitization~~be torelying ~~improve~~almost ~~efficiency,~~exclusively ~~reduce~~on ~~costs,~~the ~~and~~judgement ~~provide~~of ~~better~~our ~~customer~~board ~~experiences.~~of ~~IoT~~directors ~~technology~~(“Board”) ~~can~~and Chief ~~enable~~Executive ~~automation~~Officer and ~~digitization~~any bypersons ~~providing~~on ~~real-time~~whom ~~data~~they ~~and~~may ~~insights.~~rely ●with ~~Increasing~~respect ~~focus~~to ona ~~sustainability:~~potential ~~Companies~~business ~~increasingly~~combination. ~~focus~~In onorder ~~sustainability~~to develop and implement ~~environmental~~our ~~responsibility~~business plan, ~~driving~~may ~~demand~~in ~~for~~the ~~IoT~~future ~~solutions~~hire ~~that~~lawyers, ~~can~~accountants, ~~help~~technical ~~reduce~~experts, ~~energy consumption~~appraisers, ~~minimize~~or ~~waste,~~other consultants to assist with determining the Company’s direction and ~~optimize~~consummating ~~resource~~any ~~utilization~~transactions contemplated thereby. ●We ~~Advancements~~may rely on such persons in making ~~technology:~~difficult ~~Advancements~~decisions in ~~technology,~~connection with the Company’s future business and prospects. The selection of any such aspersons 5Gwill be ~~networks,~~made ~~artificial~~by ~~intelligence~~our Board, and ~~machine~~any ~~learning,~~expenses ~~enable~~incurred ~~the~~or ~~development~~decisions made based on any of ~~more~~the ~~sophisticated~~foregoing ~~IoT~~could ~~solutions~~prove ~~that~~to ~~can~~be ~~provide~~adverse ~~more~~to the Company in hindsight, the result of which could be diminished value to ~~customers~~our shareholders.

~~The~~Because ~~emergence~~our ofsearch ~~new~~for ~~use~~a ~~cases~~business ~~and~~combination ~~applications: IoT technology~~ is ~~being~~not ~~applied~~presently limited to ~~new~~a ~~use~~particular ~~cases~~industry, ~~and~~sector ~~applications,~~or ~~such~~any asspecific ~~smart~~target ~~cities~~businesses, prospective ~~connected~~investors ~~cars,~~will ~~and~~be ~~industrial~~unable ~~IoT,~~to ~~which~~evaluate ~~drive~~the ~~demand~~merits ~~for~~or ~~IoT~~risks ~~solutions~~of any particular target business’s operations until such time as they are identified and disclosed.

~~Future~~We ~~Prospects~~are still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity in any number of ~~IoT~~industries ~~Market~~or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

We believe that the promise of IoT will be realized through the development of cloud-enabled intelligent devices and systems that contribute critical data, facilitate distributed control and decision-making, and operate securely at scale.

The opportunity to help clients transform their businesses and operations through these intelligent systems is enormous. We believe that the Company, through our subsidiary QBS System, offers a combination of expertise in device-level solutions, embedded operating systems, and IoT software and services. Since its founding in 2011, QBS System has sought to design products which operate at the intersection of hardware and software. Today, we believe that intersection is the “edge” where cloud-enabled devices connect to create intelligent systems that share data, facilitate distributed control and machine learning, and operate securely at scale.

In addition, we believe environmental, social, and governance (“ESG”) considerations have become increasingly important in recent years, as companies are expected to focus on financial performance and their impact on society and the environment. Through our subsidiary QBS System, we can provide solutions that are particularly relevant to ESG:

● Environmental Sustainability: we believe that we can contribute to environmental sustainability by developing products and services that reduce energy consumption and minimize waste. For example, IoT sensors are intended to optimize energy usage in buildings, reducing the carbon footprint and improving efficiency. ● Social Responsibility: we believe that we can demonstrate social responsibility by ensuring that our products and services are accessible to all, including marginalized communities. Additionally, we believe that they can address issues such as data privacy, security, and ethical concerns related to the use of customer data. ● Governance: Good governance practices are crucial for QBS System to build trust with customers, investors, and regulators. Governance includes transparent reporting on ESG performance, accountability for actions, and responsible management of risks.

-10-

~~Furthermore,~~Past ~~the~~performance ~~convergence~~by ofour ~~IoT~~management and ~~Artificial~~their ~~Intelligence~~affiliates ~~(“AI”)~~may isnot abe ~~significant~~indicative ~~trend~~of ~~that~~future ~~can~~performance potentially transform many industries. Combining these two technologies can enable more intelligent and autonomous systems, leading to greater efficiencies and improved decision-making. Below are some examples of ~~QBS~~an ~~System’s~~investment ~~performance~~in ~~history:~~us.

●While our ~~Predictive~~Chief ~~maintenance:~~Executive ~~IoT~~Officer ~~sensors~~has ~~can~~prior ~~collect~~experience ~~data~~in ~~from~~advising ~~machines~~businesses, ~~and~~his ~~equipment~~past performance, the performance of other entities or persons with which ~~can~~he is involved, or the performance of any other personnel we may retain in the future will not necessarily be ~~analyzed~~an ~~using~~indication of AIeither ~~algorithms~~(i) that we will be able to ~~predict~~locate ~~when~~a ~~maintenance~~suitable iscandidate ~~required.~~for ~~Predictive~~our ~~maintenance~~initial ~~help~~business ~~prevents~~combination ~~equipment~~or ~~failures~~(ii) ~~and~~the ~~reduces~~future ~~downtime.~~operating ●results of ~~Smart~~the ~~buildings:~~Company ~~IoT~~including ~~devices~~with ~~such~~respect asto ~~lighting~~any ~~systems,~~business ~~lift~~combination ~~systems,~~we ~~and~~may ~~security~~consummate. ~~cameras~~You ~~can~~should benot ~~integrated~~rely ~~with~~on AIthe ~~algorithms~~historical torecord ~~create~~of him ~~more~~or ~~intelligent~~any ~~and~~other ~~automated~~of ~~systems~~our ~~that~~personnel ~~can~~or ~~learn~~their ~~and~~affiliates’ ~~adapt~~performance toas ~~user~~indicative ~~behavior~~of ~~and~~our ~~preferences.~~future ●performance ~~Agriculture:~~or ~~IoT~~that ~~sensors~~an ~~can~~investment in ~~collect~~us ~~data~~will ~~from~~be ~~crops~~profitable. ~~and~~In ~~soil~~addition, ~~which~~an ~~can~~investment bein ~~analyzed~~the ~~using~~Company AIis ~~algorithms~~not toan ~~optimize~~investment ~~irrigation,~~in ~~fertilization,~~any ~~and~~entities affiliated with our management or other ~~agricultural~~personnel. ~~practices,~~While ~~leading~~management intends to ~~more~~endeavor ~~efficient~~to locate a viable business opportunity and ~~sustainable~~generate ~~farming~~shareholder value, there can be no assurance that we will succeed in this endeavor.

We ~~believe~~may ~~that~~seek ~~the~~business ~~convergence~~combination ofopportunities ~~IoT~~in ~~and AI has the potential to drive innovation and transform many~~ industries, ~~enabling~~or ~~more~~sectors ~~intelligent and connected systems~~ that ~~can~~are ~~learn~~outside ~~and~~of ~~adapt~~our tomanagement’s ~~changing~~area ~~environments~~of ~~and user behavior~~expertise.

~~Key~~We ~~Business~~will ~~Drivers~~consider a business combination outside of ~~QBS~~our ~~System~~management’s ~~IoT~~area ~~Services~~of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable.

~~Increased~~We ~~efficiency~~may ~~and~~attempt ~~productivity~~to –complete Wea ~~believe~~business ~~that~~combination ~~QBS~~with ~~System~~a ~~enables~~private ~~companies~~target tocompany ~~optimize~~about ~~operations~~which ~~and~~little ~~automate~~information ~~processes~~is ~~to increase~~available, ~~efficiency~~ and ~~productivity.~~such ~~For~~target entity ~~example,~~may wenot ~~use~~generate ~~IoT~~revenue ~~sensors~~as toexpected ~~monitor~~or ~~equipment~~otherwise ~~performance,~~by ~~predict~~compatible ~~maintenance~~with ~~needs,~~us ~~and reduce~~as ~~downtime~~expected.

~~Cost~~In ~~savings~~pursuing -our Wesearch ~~believe~~for ~~that~~a ~~QBS~~business ~~System~~to ~~helps~~acquire, ~~companies~~we ~~save~~will ~~costs~~likely byseek ~~improving~~to ~~operational~~complete ~~efficiency,~~a ~~reducing~~business ~~waste~~combination with a privately held company. Very little public information generally exists about private companies, and ~~optimizing~~the only information available to us prior to making a decision ~~resource~~may ~~utilization~~be from documents and information provided directly to us by the target company in connection with the transaction. ~~For~~Such ~~example,~~documents or ~~IoT~~information ~~sensors~~or ~~monitor~~the ~~energy~~conclusions ~~consumption~~we ~~and~~draw ~~optimize~~therefrom ~~usage~~could prove to be inaccurate or misleading. As such, ~~leading~~we may be required to ~~cost~~make ~~savings~~our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

~~Competitive~~Our ~~advantage~~ability -to Weassess ~~believe~~the ~~that~~management ~~companies~~of ~~that~~a ~~adopt~~prospective ~~IoT~~target ~~can~~business ~~gain~~may abe ~~competitive~~limited ~~advantage~~and, byas ~~differentiating~~a ~~themselves~~result, ~~from~~we ~~competitors, improving~~may ~~their~~acquire ~~products~~a ~~and~~target ~~services,~~business ~~and~~whose management ~~providing~~does ~~better~~not ~~customer~~have ~~experiences.~~the ~~For~~skills, ~~example~~qualifications, ~~IoT~~or ~~can~~abilities to enable ~~companies~~a toseamless ~~offer personalized services~~transition, ~~such~~which ascould, ~~customized~~in ~~product~~turn, ~~recommendations~~negatively ~~and~~impact our ~~targeted~~results ~~marketing~~of operations.

~~New~~When ~~revenue~~evaluating ~~streams~~the -desirability Weof ~~believe~~a ~~that~~potential ~~QBS~~business ~~System~~combination, ~~can~~our ~~enable~~ability ~~companies~~to assess the target business’s management may be limited due to ~~create~~a ~~new~~lack ~~revenue~~of ~~streams~~time, byresources, ~~developing~~or ~~innovative~~information. ~~products~~Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and ~~services~~such ~~that~~management ~~leverage~~may ~~IoT~~lack ~~technology~~the skills, qualifications or abilities expected. ~~For~~Further, in ~~example~~most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, ~~IoT~~qualifications, ~~can~~or ~~enable~~abilities ~~companies~~necessary to ~~offer~~manage ~~subscription-based~~a ~~services~~public company or assist with their former entity’s merger or combination into ours, ~~such~~the asoperations ~~predictive~~and profitability of the post-acquisition business may be negatively ~~maintenance~~impacted and ~~remote~~our ~~monitoring~~shareholders could suffer a reduction in the value of their shares.

Improved Customer Experiences - We believe that QBS System can enable companies to improve customer experiences by providing personalized, real-time services and support. For example, IoT sensors monitor customer usage patterns and provide customized recommendations.

IoT has become commonplace in all walks of life, from homes and industries to enterprises. We believe that IoT connects everything, making the world smarter and better than ever. IoT encompasses a set of advanced equipment (sensors and meters), network connectivity architecture, smart devices, and software that helps to interchange information between machines and devices. We believe that IoT technology holds significant potential in developing countries’ overall IT and communication industry.

Small and medium enterprises are adopting IoT solutions to maintain cost efficiency, productivity, and operation enhancements. Also, the rapid adoption of cloud-based solutions in the IT industry is the critical driver for the growth of the IoT market during the forecast period.

In conclusion, we believe that the impact that IoT has had, and will increasingly continue to have, upon all facets of modern society: (i) in the public sector in applications as varied as healthcare delivery, public safety, traffic management, and the eventual construction of smart cities; (ii) in the consumer space for lifestyle enhancement, entertainment, connected cars, smart homes; and, possibly most valuable; and (iii) in the industrial space for location tracking, demand and supply synchronization, dynamic routing and scheduling, predictive maintenance, inspection technology and more.

-11-

~~Competition~~Any business we acquire will likely lack diversity of operations or geographical reach, and ~~Market~~in ~~Conditions~~such case we will be subject to risks associated with dependence on a single industry or region.

~~Products~~Our search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

~~From~~Changes ~~IoT Solution Providers perspective, especially~~ in ~~Smart~~laws ~~Building,~~or ~~Smart Cities~~regulations, ~~Connected~~or ~~Cars,~~a ~~and~~failure ~~Industrial~~to ~~IoT,~~comply wewith ~~believe~~the ~~that~~laws ~~our product range is diverse~~ and ~~technologically~~regulations ~~advanced.~~applicable ~~These~~to ~~include sensor-based monitoring systems~~us, ~~intelligent~~may ~~traffic~~adversely ~~management solutions,~~affect ~~smart~~our ~~energy meters~~business, ~~and connected vehicle technologies. Competition is intense, with continuous innovation being a key differentiator.~~ability Weto ~~believe~~negotiate ~~that companies are increasingly investing in research~~ and ~~development~~complete toa ~~enhance~~business ~~product capabilities~~combination, ~~including AI integration, data analytics,~~ and ~~cloud~~results ~~connectivity~~of operations.

~~Marketing~~We are subject to laws and ~~Sales~~regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

~~Our~~Risks ~~marketing~~Related approach is increasingly digital and data-driven, focusing on demonstrating the tangible benefits of IoT solutions, such as cost savings, efficiency improvements, and sustainability. Sales strategies involve direct sales to ~~large~~Our ~~enterprises~~Common ~~and government entities, as well as partnerships with distributors and integrators for broader market reach. The trend towards online platforms for sales and customer engagement is also notable.~~Stock

~~Customers~~Due to factors beyond our control, our stock price may be volatile.

~~Our~~There ~~customers~~is ~~include~~currently ~~governments~~a limited market for ~~smart~~our ~~city~~Common ~~projects~~Stock, ~~real~~and ~~estate~~there ~~developers~~can be no guarantee that an active market for ~~smart~~our ~~buildings~~Common Stock will develop, even ~~automotive~~if ~~manufacturers~~we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for ~~connected~~no reason. ~~cars~~Further, ~~and~~even ~~various~~if ~~industries~~an active market for ~~industrial~~our ~~IoT~~Common ~~solutions~~Stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. ~~The~~We ~~customer~~expect ~~base~~that isthe ~~expanding~~price asof ~~awareness~~our ~~and~~Common ~~demand~~Stock ~~for~~will ~~IoT~~continue ~~solutions~~to ~~grow~~be more volatile than more seasoned issuers for ~~across~~the ~~sectors~~foreseeable future. ~~The~~Fluctuations ~~focus~~in isthe price of our Common Stock can be based on ~~offering~~various ~~tailored~~factors ~~solutions~~in addition to ~~meet~~those ~~specific~~otherwise described ~~industry~~in ~~needs~~this ~~and~~Report, ~~regulatory requirements.~~including:

~~Seasonality~~ ● General speculative fever; ● A prospective business combination and the terms and conditions thereof; ● The operating performance of ~~Business~~any business we acquire, including any failure to achieve material revenues therefrom; ● The performance of our competitors in the marketplace, both pre- and post-combination; ● The public’s reaction to our press releases, SEC filings, website content and other public announcements and information; ● Changes in earnings estimates of any business that we acquire or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire; ● Variations in general economic conditions, including as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy; ● The public disclosure of the terms of any financing we disclose in the future; ● The number of shares of our Common Stock that are publicly traded in the future; ● Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and ● The employment or termination of key personnel.

~~The~~Many ~~IoT~~of ~~Solution~~these ~~Provider~~factors ~~business~~are ~~exhibits~~beyond ~~some~~our ~~seasonality,~~control ~~influenced~~and bymay ~~budget~~decrease ~~cycles~~the ofmarket ~~government~~price ~~and~~of ~~large~~our ~~enterprises~~Common Stock, ~~particularly~~regardless of whether we can consummate ~~for~~a ~~smart~~business ~~city~~combination and ~~industrial~~of ~~projects.~~our ~~End-of-financial-year~~current ~~spending~~or ~~surges~~subsequent ~~are~~operating ~~common~~performance and financial condition. ~~However~~In the past, following periods of volatility in the ~~impact~~market price of ~~seasonality~~a ~~may~~company’s besecurities, ~~less~~securities class action litigation has often been instituted. A securities ~~pronounced~~class inaction ~~areas~~suit ~~like~~against ~~connected~~us ~~cars~~could result in substantial costs and ~~smart~~divert ~~buildings,~~our ~~where~~management’s ~~consumer~~time and ~~continuous~~attention, ~~development~~which ~~cycles~~would ~~play~~otherwise be aused ~~more~~to ~~significant role~~benefit our business.

Research and Development

We do not have any dedicated in-house research and development.

Intellectual Property

We hold no copyrights, trademarks, or other forms of intellectual property protection.

Environmental Issues

Our business currently does not implicate any environmental regulation.

Competition

Any entity offering IoT solutions would be considered a direct competitor of the Company.

Employees

While the Company has engaged various consultants, other than management, we currently have no significant employees.

QBS System has entered into employment contacts with Mr. Wong Chi Fung and Mr. Kwan Ping Yuen.

QBS System appointed Mr. Wong Chi Fung as Chief Executive Officer by letter dated April 1, 2022.

QBS System appointed Ms. Kwan Ping Yuen as Chief Technology Officer by letter dated April 1, 2022.

The Company currently has no compensation plans or arrangements.

-12-

~~Recent~~Because ~~Developments~~trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.

OnOur ~~September~~Common ~~18,~~Stock ~~2023,~~trades Hoon ~~Yiu Chung notified~~ the ~~Company~~OTC ~~and~~Pink ~~Blue~~Market, ~~Print that he was resigning from~~ the ~~board~~successor ofto ~~directors of each~~ the ~~Company and~~pink ~~the~~sheets. ~~director~~The ofOTC ~~Blue~~Pink ~~Print,~~Market ~~effective~~generally ~~immediately.~~is ~~The~~illiquid ~~same~~and ~~day,~~most ~~the~~stocks traded ~~board~~there ofare ~~directors~~ of ~~Blue~~companies ~~Print~~that ~~appointed~~are ~~Tang~~not ~~Siu~~required ~~Fung~~to ~~as a~~file ~~member~~reports ofwith the ~~board,~~SEC ~~effective~~under ~~immediately,~~the toExchange ~~serve~~Act. ~~until~~Our ~~his~~Common ~~successor~~Stock isitself ~~elected and qualify~~infrequently trades.

~~Available~~The ~~Information~~market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.

~~Our~~Presently ~~principal~~the ~~executive~~market ~~offices~~for ~~and~~our ~~corporate~~Common ~~headquarters~~Stock ~~are~~is ~~located~~limited. atIf ~~Unit 327,~~an ~~3/F,~~active ~~Building~~market ~~16W~~for our shares develops in the future, 16some ~~Science~~or ~~Park~~all ~~West~~of ~~Avenue~~our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, ~~Hong~~or ~~Kong~~the ~~Science~~perception ~~Park~~that such a sale could occur, ~~Shatin~~could cause the market price of our Common Stock to decline, ~~New~~which ~~Territories~~could reduce the value of the shares held by our other shareholders.

WeFuture doissuance ~~not~~of ~~currently have a website. You may access~~ our ~~annual~~Common ~~reports~~Stock oncould ~~Form~~dilute ~~10-K,~~the ~~quarterly~~interests ~~reports~~of onour ~~Form~~existing ~~10-Q~~shareholders, ~~current~~particularly ~~reports~~in onconnection ~~Form 8-K and amendments to those reports, as well as other reports relating to us that are filed~~ with, oran ~~furnished to, the Securities and~~acquisition ~~Exchange~~and ~~Commission~~any ~~(“SEC”)~~resulting ~~free of charge on the SEC’s website (www~~financing.~~sec.gov) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.~~

~~ITEM~~We 1Amay issue additional shares of our Common Stock in the future. ~~RISK~~The ~~FACTORS~~issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

RISK FACTORS

THE FOLLOWING RISK FACTORS APPLY TO THE BUSINESS AND OPERATIONS OF THE COMPANY. THESE RISK FACTORS ARE NOT EXHAUSTIVE. INVESTORS ARE ENCOURAGED TO PERFORM THEIR OWN INVESTIGATION WITH RESPECT TO THE BUSINESS, FINANCIAL CONDITION AND PROSPECTS OF THE COMPANY. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS THE OTHER INFORMATION INCLUDED IN THIS CURRENT REPORT. IN PARTICULAR, PLEASE REFER TO THE SECTION ENTITLED “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.” THE COMPANY MAY FACE ADDITIONAL RISKS AND UNCERTAINTIES THAT ARE NOT PRESENTLY KNOWN TO IT, OR THAT IT CURRENTLY DEEM IMMATERIAL, WHICH MAY ALSO IMPAIR THE BUSINESS. THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS INCLUDED HEREIN.

If any of the following or other risks materialize, the Company’s business, financial condition, and results of operations could be materially adversely affected which, in turn, could adversely impact the value of the Common Stock. In such a case, investors in Common Stock could lose all or part of their investment.

Risks Related to Our Business and Industry

We have a limited operating history, making it difficult to forecast our future results of operations.

Outside of the business of QBS System, which we acquired on March 22, 2023 and which itself has had a limited operating history, we have had no operating history or revenues since our inception. Our relatively limited operating history makes it difficult to evaluate our current business and prospects, and to plan for our anticipated future growth. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance.

Further, in future periods, our revenue growth could slow down or our revenue could decline for a number of reasons, including slowing demand for our offerings, increased competition, changes to technology, a decrease in the growth of our overall market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described below. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

-13-

The industry in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The IoT market in which we compete require continuous innovation and is highly competitive, rapidly evolving, subject to changing technology, shifting customer needs and frequent introductions of new products and services. Our competitors in the IoT enterprise marketplace include vendors of IoT devices and products, cloud platform providers for certain hardware and application vendors, hardware providers offering sensors and cloud integration partners, and IoT platforms from companies that have existing relationships with hardware and software companies. We compete on a service basis, by offering fully integrated IoT device connectivity to a variety of niche markets. New competitors could launch new businesses in our markets at a relatively low cost since technological and financial barriers to entry are relatively low. Some of our current and potential competitors may have competitive advantages, such as greater name recognition, longer operating histories, significant installed bases, broader geographic scope, and larger marketing budgets, as well as substantially greater financial, technical, personnel, and other resources. In addition, our potential competitors may have established marketing relationships and access to larger customer bases, and have major service agreements with consultants. We may also experience competition from smaller, younger competitors that may be more agile in responding to customers’ demands. These competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements or provide competitive pricing. As a result, even if our services are more effective than the services that our competitors offer, potential customers might select competitive services in lieu of purchasing our services. For these reasons, we may not be able to compete successfully against our current and future competitors, which could negatively impact our future sales and harm our business and financial condition.

In order to differentiate our services from our competitors’, we must continue to focus on improving our existing services and adapt to current technologies. If our services fail to achieve widespread market acceptance, if existing customers do not subscribe to our paid subscription services, or if we are unsuccessful in capitalizing on opportunities in the connected IoT market, our future growth may be slowed and our business, results of operations and financial condition could be materially adversely affected.

If we are not able to introduce new services successfully and to make enhancements to our existing services, our business and results of operations could be adversely affected.

To attract new customers and end users and keep our existing ones engaged, we must introduce new services and upgrade our existing offerings to meet their evolving preferences. It is difficult to predict the preferences of a particular customer or a specific group of customers. Changes and upgrades to our existing services may not be well received by our customers and end users, and newly introduced products or services may not achieve success as expected. For example, we may introduce new industry connectivity, such as internet of vehicles and such efforts may require us to contribute a substantial amount of additional human capital and financial resources. We cannot assure you that any of such new services will achieve market acceptance or generate sufficient revenues to adequately compensate the costs and expenses incurred in relation to our development and promotion efforts. New services that we develop may not be introduced in a timely or cost-effective manner or may not achieve the broad market acceptance necessary to generate significant revenue. If we fail to improve our existing services and introduce new ones in a timely or cost-effective manner, our ability to attract and retain customers may be impaired and may significantly impair our revenue growth as well as negatively impact our operating results if the additional costs are not offset by additional revenues.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, physical and e-commerce retail, digital content, web services, electronic devices, advertising, and other services that we offer. Unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing our business activities. These regulations and laws cover taxation, privacy, data protection, cybersecurity, distribution of goods, employment, operation of unmanned aircraft systems, premises occupied by us and other matters.

-14-

Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions initiated by them, could increase our cost of doing business and require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a negative effect on our operations.

Risks Related to the Company

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled management, technical, sales and other personnel with experience in the industries in which we operate. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If we are unable to retain and motivate our existing employees and attract qualified personnel to fill important positions, we may be unable to manage our business effectively, including the development, marketing and sale of our services, which could adversely affect our business, operating results and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information.

Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Our customers depend on our services to resolve technical issues relating to various applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our service offerings to existing and prospective customers, and our business, operating results and financial position.

We may be unable to compete successfully against existing and future competitors, which could harm our margins and our business.

The IoT business is intensely competitive. We face competition from a large number of existing companies who have significantly greater financial, technical, and marketing resources, as well as greater experience than we have. We believe that the general financial success of companies within the IoT market will continue to attract new competitors to the industry, which has a relatively low barrier to entry in some segments, including large technology companies that could expand their platforms or acquire one of our competitors.

We can provide no assurance that we will be able to compete successfully against current or potential competitors. Many of our current and potential competitors have longer operating histories, better recognition and significantly greater financial, technical and marketing resources than we do. Many of these competitors may have well-established relationships with manufacturers and other key strategic partners and can devote substantially more resources to such relationships. As a result, they may be able to secure equipment, technology, products and systems, among other things that we may need, from vendors on more favorable terms, fulfill customer orders or requests more efficiently and adopt more aggressive pricing policies than we can. They also may be able to secure a broader range of technologies, products and systems from or develop close relationships with primary vendors. Some competitors may price their services, capabilities and systems below cost in an attempt to gain market share.

Increased competition may result in price reductions, and reduced gross margin, any of which could harm our business and adversely affect our operating results and financial condition. We may not be able to compete successfully and respond to competitive pressures. Our inability to compete effectively with current or future competitors could harm our business and have a material adverse effect on our results of operations and financial condition.

-15-

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision. Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be in excess of $100,000 per year and may be higher if our business volume or business activity increases significantly.

If our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

The COVID-19 pandemic, as well as other epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations.

The COVID-19 pandemic adversely affected many aspects of our business, including sales, operational efficiency, technical support and our customer’s ability to pay our fees. Global pandemics, or fear of spread of contagious diseases, such as Ebola virus disease (“EVD”), coronavirus disease 2019 (“COVID-19”), Middle East respiratory syndrome (“MERS”), severe acute respiratory syndrome (“SARS”), H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict our supply of products, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may impede our product offering efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

-16-

COVID-19 has had a global economic impact on the financial markets. The global spread of COVID-19 pandemic may result in global economic distress, and the extent to which it may affect our results of operations will depend on future developments, which are highly uncertain and cannot be predicted. Relaxation of restrictions on economic and social activities may also lead to new cases which may lead to re-imposed restrictions. We cannot assure you that the COVID-19 pandemic can be eliminated or contained in the near future, or at all, or a similar outbreak will not occur again. A third wave of COVID-19 or a similar pandemic could materially and adversely affect our business, financial condition, and results of operations.

We are also vulnerable to natural disasters and other calamities. We cannot assure you that we are adequately protected from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our manufacturing facility as well as adversely affect our business, financial condition, and results of operations.

The extent and duration of Russia’s military action in Ukraine or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

In late February 2022, Russia launched a large-scale military attack on Ukraine. The invasion significantly amplified already existing geopolitical tensions among Russia, Ukraine, Europe, NATO and the West, including the U.S. In response to the military action by Russia, various countries, including the U.S., the United Kingdom, and European Union issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications (“SWIFT”), the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. Additional sanctions may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financials, energy, metals and mining, engineering and defense and defense-related materials sectors; result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russia’s government, companies and certain individuals; weaken the value of the ruble; downgrade the country’s credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses.

The ramifications of the hostilities and sanctions, however, may not be limited to Russia, Ukraine, and Russian and Ukrainian companies but may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have done business with Russia and Ukraine) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility, cause severe negative effects on regional and global economic markets, industries, and companies and have a negative effect on investments and performance beyond any direct exposure to Russian and Ukrainian issuers or those of adjoining geographic regions. In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and the companies.

The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

-17-

Risks Related to Ownership of Our Common Stock

An active, liquid trading market for our common stock does not currently exist and may not develop and there is no assurance that a market may ever develop.

Our Common Stock is currently quoted on the Pink tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “FWFW.” There is, however, currently no trading market for the Common Stock and there is no assurance that a regular trading market will ever develop. The trading price of the Company’s securities could be subject to wide fluctuations, in response to quarterly variations in its operating results, announcements by the Company or others, developments affecting it, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities Such risks could have an adverse effect on the stock’s future liquidity.

If we fail to remain current in our reporting requirements, we could be removed from the OTC Pink which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

As a company listed on the OTC Pink and subject to the reporting requirements of the Exchange Act, we must be current with our filings pursuant to Section 13 or 15(d) of the Exchange Act in order to maintain price quotation privileges on the OTC Pink. If we fail to remain current in our reporting requirements, we could be removed from the OTC Pink. As a result, the market liquidity of our securities could be severely adversely affected by limiting the ability of broker-dealers to trade our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

-18-

The market price of our Common Stock may fluctuate significantly in the future.

We expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

our ability to market our services on a cost-effective and timely basis;

our inability to obtain working capital financing, if needed;

● changing conditions in the market; ● changes in market valuations of similar companies; ● stock market price and volume fluctuations generally; ● regulatory developments; ● fluctuations in our quarterly or annual operating results; ● additions or departures of key personnel; ● competitive pricing pressures; and ● future sales of our Common Stock or other securities.

Sales of substantial amounts of our Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for our Common Stock, if and when such market develops in the future.

The market price for our Common Stock may be particularly volatile given our status as a relatively unknown company, which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price, which may result in substantial losses to you.

The price of our Common Stock in the future may be particularly volatile when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats. The volatility in our share price will be attributable to a number of factors. First, our Common Stock will be, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could decline precipitously in the event that a large number of our Common Stock are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment, and uncertainty of future market acceptance for our services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large public float. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time.

The sale of a large number of shares of Common Stock by our principal shareholders could depress the market price of our common stock.

As of September 30, 2023 our principal shareholders beneficially owned 20,375,053 or 68.86% of our common stock outstanding. The shares may become available for resale, subject to the requirements of the U.S. securities laws. The sale or prospect of a sale of a substantial number of these shares could have an adverse effect on the market price of our common stock.

Our future results may vary significantly which may adversely affect the price of our Common Stock.

It is possible that our quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

-19-

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

Our Board has authority, without action or vote of the shareholders, to issue all or part of our authorized shares that are not issued. In addition, we may attempt to raise additional capital by selling shares, possibly at a deep discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute Common Stock book value, and that dilution may be material.

Provisions of our Articles of Incorporation and Bylaws may delay or prevent a take-over that may not be in the best interests of our stockholders.

Provisions of our Articles of Incorporation and Bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

Combinations with Interested Stockholders

Nevada’s “combinations with interested stockholders” statutes, NRS 78.411 through 78.444, inclusive, prohibit specified types of business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after such person first becomes an “interested stockholder” unless (1) the corporation’s board of directors approves, in advance, either the combination itself, or the transaction by which such person becomes an interested stockholder, or (2) the combination is approved by the board of directors and 60% of the then-outstanding voting power of the corporation’s stockholders not beneficially owned by the interested stockholder, its affiliates and associates. Further, in the absence of the prior approval described above, certain restrictions may apply even after such two-year period. However, these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder.

For purposes of these statutes, an “interested stockholder” is any person who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between a corporation and an interested stockholder. These statutes generally apply to “resident domestic corporations,” namely Nevada corporations with 200 or more stockholders of record. However, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such election is not made in the corporation’s original articles of incorporation, the amendment (1) must be approved by the affirmative vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.

Our amended and restated articles of incorporation include a provision providing that at such time, if any, that we become a “resident domestic corporation” as defined in the NRS, we will not be subject to, or governed by, any of the provisions of NRS 78.411 to 78.444, inclusive, as amended from time to time, or any successor statute. As a result, pursuant to NRS 78.434, the “combinations with interested stockholders” statutes will not apply to us, unless our amended and restated articles of incorporation are subsequently further amended to provide that we are subject to those provisions.

Acquisition of Controlling Interest Statutes

Nevada’s “acquisition of controlling interest” statutes, NRS 78.378 through 78.3793, inclusive, contain provisions governing the acquisition of stockholder voting power above specified thresholds in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These laws provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply.

-20-

In our second amended and restated bylaws, we have elected not to be governed by, and to otherwise opt out of, the provisions of NRS 78.378 to 78.3793, inclusive. Absent such provision in our bylaws, these statutes would apply to us as of a particular date if we were to have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation, unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise.

NRS 78.139(4) also provides that directors of a Nevada corporation may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change is opposed to, or not in, the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies that the directors are entitled, but not required, to consider when exercising their directorial powers pursuant to NRS 78.138(4).

The existence of the foregoing provisions and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

We do not intend to pay dividends on our Common Stock.

We intend to retain all of our earnings, if any, for the foreseeable future to finance the operation and expansion of our business and do not anticipate paying cash dividends. Any future determination to pay dividends will be at the discretion of the Board, subject to compliance with applicable law and any contractual provisions, and will depend on, among other factors, our results of operations, financial condition, capital requirements and other factors that the Board deems relevant. As a result, you should expect to receive a return on your investment in our Common Stock only if the market price of the Common Stock increases, which may never occur.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 1C. CYBERSECURITY

Not applicable.

ITEM 2. PROPERTIES

~~DESCRIPTION~~The OFCompany’s ~~PROPERTY~~principal business and corporate address is 123 West Nye Lane Suite 455, Carson City, Nevada 89706.

QBS System’s principal place of business is an office located at Unit 327, 3/F, Building 16W, 16 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, consisting of approximately 1,069 square feet of office and conference room space, which we lease on a month-to-month basis for HKD26,725 or $25 per square foot. In addition, QBS System Pty Limited has an office in Australia that is the base for its local operations. Such space is provided at no expense by our officers and sole director.

We believe that our existing facilities are adequate to meet current requirements. We will seek additional or substitute space as needed to accommodate any physical expansion of our operations and executive offices.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings, and we are not aware of any pending or potential legal actions.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

-2113-

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not listed on any securities exchange and is quoted on the OTC Pink Market under the symbol “FWFW” Because our common stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our common stock. Although we are current with our filing requirements, our common stock is not eligible for proprietary broker-dealer quotations and an initial review by a broker-dealer under SEC Rule 15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

Holders

As of December 2226, ~~2023~~2024, there were 64 shareholders of record of the Company’s common stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is Vstock Transfer, 18 Lafayette Place, Woodmere, New York 11598, Telephone # 212-828-8436.

Dividends

We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

Options and Warrants

We do not have any outstanding options or warrants.

Securities Authorized for Issuance Under Equity Compensation Plans

We currently do not have any equity compensation plans.

Unregistered Sales of Equity Securities

We have previously disclosed all sales of securities without registration under the Securities Act of 1933.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. ~~See~~Actual ~~“Cautionary~~results ~~Note~~and ~~Regarding~~timing ~~Forward-Looking~~of events could ~~Statements~~differ the results described in or implied by the forward-looking statements contained in the following discussion and analysis.”

Cautionary Note Concerning Factors That May Affect Future Results

This Annual Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission, in materials delivered to shareholders and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements.

- 22 -

Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “should,” “could,” “forecast” and other words and terms of similar meaning, typically identify such forward-looking statements. In particular, these include, among others, statements relating to:

● the Company’s strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position, ● worldwide economic, political, and capital markets conditions, such as interest rates, foreign currency exchange rates, financial conditions of our suppliers and customers, and natural and other disasters or climate change affecting the operations of the Company or our suppliers and customers, ● new business opportunities, product development, and future performance or results of current or anticipated products, ● the scope, nature or impact of acquisition, strategic alliance and divestiture activities, ● the outcome of contingencies, such as legal and regulatory proceedings, ● future levels of indebtedness, common stock repurchases and capital spending, ● future availability of and access to credit markets, ● asset impairments, ● tax liabilities, ● information technology security, and ● the effects of changes in tax (including the newly enacted Tax Cuts and Jobs Act), environmental and other laws and regulations in the United States and other countries in which we operate.

Overview

~~FWFW~~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 to establish an operation to source the supply and sale of warehouse patrol robots. FWFW holds 70% of Blue Print, and the balance is ~~held~~ held by 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~~On January 30, 2024 and ~~its~~February ~~subsidiaries~~13, ~~were~~2024, ~~formed~~the toCompany ~~provide~~incorporated ~~IoT~~Mega ~~solutions~~Fortune Company Limited (“Mega Fortune”) in the Cayman Islands and ~~services~~Ponte Fides toCompany ~~assist~~Limited ~~its~~(“Ponte ~~clients~~Fides”) toin ~~build~~the ~~applications~~British ~~using~~Virgin ~~available~~Islands, ~~IoT~~respectively. ~~devices~~On April 29, 2024, the Company transferred ~~sensors~~all of the issued and outstanding shares of QBS System at HK$100 under a restructuring. On July 5, ~~frameworks~~2024, ~~and~~the ~~platforms~~Company entered into a Stock Purchase Agreement with Mericorn Company Limited (the “Buyer”), ~~integrate~~of ~~hardware~~all ~~and~~of ~~software~~the ~~solutions~~equity associated with ~~clients~~the ~~existing~~Company’s Mega ~~landscape~~Fortune Company Limited, which is comprised of the Company’s subsidiaries Pontes Fides Company Limited, QBS System Limited and QBS System Pty Ltd. Under the terms of the Share Purchase Agreement, the Buyer paid HK$56,360,000 (or ~~implement~~approximately ~~new~~$7,230,000) ~~IoT~~by the ~~solutions~~transfer of 938 shares of the Buyer’s wholly owned subsidiary, Elison Virtus Company Limited (“Elison”) from the Buyer to the Company for ~~enterprises~~the Mega Fortune Disposition.

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, 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 Enterprise IoT and industrial assets such as Industrial IoT, the essential component of the fourth revolution of manufacturing or “Industry 4.0”.-14-

-FWFW and 23its -subsidiaries (collectively, “we,” “us,” “our,” “FWFW” or the “Company,” unless context requires or indicates otherwise) were formed to provide Internet of Things (“IoT”) solutions and services to assist its clients to build applications using available IoT devices, sensors, frameworks, and platforms, integrate hardware and software solutions with clients existing landscape, or implement new IoT solutions for enterprises.

Results of Operations:

~~Year~~Continuing ~~Ended September 30, 2023, Compared to Year Ended September 30, 2022~~Operations

~~For~~During ~~fiscal 2023, our net revenue increased by $1,448,176, or 100%, compared to fiscal 2022. This is due to~~ the ~~acquisition~~years ofended ~~QBS~~September ~~System during the current year. We had a net loss of $1~~30,~~082,789~~ ~~for~~2024 ~~fiscal~~and 2023 ~~compared to a net loss of $204~~,~~130~~ ~~for~~we ~~fiscal~~did ~~2022.~~not ~~The~~have ~~increase in~~any ~~net loss was driven primarily by professional expenses incurred for the QBS System acquisition. Also, selling, general and administrative and research and development expenses as a percent of net~~ revenue ~~were higher in fiscal 2023 than fiscal 2022~~.

	For the Year Ended September 30,
	2023			2022
Revenue, net	$	1,448,176		$	-
Cost of revenue		(961,818	)		-
GROSS PROFIT		486,358			-
Operating expenses		(1,900,499	)		(204,130	)
LOSS FROM OPERATIONS		(1,414,141	)		(204,130	)
Other income		344,461
Interest expenses, net		(10,752	)
LOSS BEFORE INCOME TAXES		(1,080,432	)		(204,130	)
Income taxes		(2,357	)
NET LOSS		(1,082,789	)		(204,130	)
Foreign currency translation loss		(2,691	)
COMPREHENSIVE LOSS	$	(1,085,480	)	$	(204,130	)

Our financial statements report a net loss of $312,074 for the year ended September 30, 2024 due to operating expenses of $312,074 during the year.

~~Revenue~~Our financial statements report a net loss, all from operating expenses, of $1,319,063 for the year ended September 30, 2023.

~~Revenue~~During ~~from~~the ~~Services~~year ended September 30, 2024, our operating expenses consisted primarily of professional fees of $304,010, filing and public fees of $4,269, stamp duty of $3,009 and sundry expenses of $786.

~~Revenue~~During ~~from~~the ~~services~~year ~~increased~~ended ~~from~~September $030, to2023, our operation expenses consisted primarily of professional fees of $1,~~448~~305,~~176~~179 infiling ~~fiscal~~and ~~2023~~public fees of $4,906, ~~compared~~stamp toduty ~~fiscal~~of ~~2022~~$8,089 and sundry expenses of $889. ~~This~~Decrease isin operating expenses due to the professional expenses, including acquisition-related costs of US$1,015,000, incurred for and effects of acquisition of QBS System ~~during the~~in ~~current~~2023 ~~year~~and ~~ended~~there ~~September~~was ~~30,~~no ~~2023~~such expenses in 2024.

~~Revenue~~Discontinued from the QBS System segment relates to the provision of IoT maintenance and support services, IoT projects and ventures BPO services and IoT software and hardware engineering services and is summarized as follows:Operations

	For the Year Ended September 30,
			% of Net					% of Net
	2023		Revenue			2022		Revenue
IoT BPO services	$	714,424		49	%	$	-		-
IoT development services		426,704		30	%		-		-
IoT maintenance and support services		307,048		21	%		-		-
	$	1,448,176		100	%	$	-		-

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

Gross Profit

	For the Year Ended September 30,
	2024			2023

Revenue, net	$	2,979,793		$	1,448,176
Cost of revenue		(1,526,853	)		(961,818	)
GROSS PROFIT		1,452,940			486,358
Operating expenses		(2,230,942	)		(581,436	)
LOSS FROM OPERATIONS		(778,002	)		(95,078	)
Other income		244,259			344,461
Interest expenses, net		(15,456	)		(10,752	)
(LOSS)/INCOME BEFORE INCOME TAXES		(549,199	)		238,631
Income taxes		151,185			(2,357	)
NET (LOSS)/INCOME		(398,014	)		236,274
Foreign currency translation income/(loss)		5,434			(2,691	)
COMPREHENSIVE (LOSS)/INCOME	$	(392,580	)	$	233,583

~~Gross~~During ~~profit~~the ~~represents~~year ~~net~~ended ~~revenue~~September ~~less~~30, ~~cost~~2024, ofthe ~~revenue.~~results ~~Cost~~ of ~~revenue~~the ~~consists~~discontinued ~~primarily~~business ofincluded operations through the ~~cost~~date of ~~raw~~the ~~material~~Mega ~~components, subcontracting~~Fortune ~~costs,~~Disposition ~~personnel-related~~(July ~~expenses~~5, ~~and direct overhead~~2024). ~~Gross~~Upon ~~profit~~the ~~increased~~Mega ~~from~~Fortune ~~$0 to $486~~Disposition,~~358~~ inwe ~~fiscal~~recognized ~~2023,~~a ~~compared~~gain toon ~~fiscal 2022.~~sale ~~This is due to the acquisition~~ of ~~QBS~~$2.45 ~~System~~million ~~during~~in ~~the~~paid ~~current~~in ~~year~~capital.

- 24 15-

The following table presents our gross profit:

	For the Year Ended September 30,
			% of Net					% of Net
	2023		Revenue			2022		Revenue
IoT BPO services	$	350,996		72	%	$	-		-
IoT development services		97,188		20	%		-		-
IoT maintenance and support services		38,174		8	%		-		-
	$	486,358		100	%	$	-		-

Operating expenses

Sales and marketing expenses

Sales and marketing expenses increased from $0 to $57,592 in the year ended September 30, 2023, compared to the year ended September 30, 2022. This is largely due to the effects of acquisition of QBS System. Sales and marketing expenses primarily consisted of subscription fee and entertainment expenses.

General and administrative expenses

Selling, general and administrative expenses consisted of personnel-related expenses including salaries and commissions, share-based compensation, professional, legal and accounting fees.

General and administrative expenses increased by $1,564,139 to $1,768,269 from $204,130 in the year ended September 30, 2023, compared to the year ended September 30, 2022. This is largely due to the professional expenses, including acquisition-related costs of $1,015,000, incurred for and effects of acquisition of QBS System and the inclusion of expenses incurred by QBS System which are consolidated in the current period from the date of acquisition.

As the Company’s operating activities increase, we expect its general and administrative costs will increase resulting from additional costs in overhead contribution, consultancy, as well as an increase in employee related costs associated with a higher headcount.

Depreciation and amortization

Depreciation and amortization increased from $0 to $74,638 in the year ended September 30, 2023, compared to the year ended September 30, 2022. This is due to the acquisition of QBS System during the current year. We acquired intangible asset through our recent acquisition, which we recorded at fair value as of the acquisition date. These assets are generally amortized on a straight-line basis over their estimated useful lives and resulted in charges of $40,244 and $0 during the year ended September 30, 2023 and 2022, respectively.

Other income (expenses)

Other income

Other income increased from $0 to $344,461 in the year ended September 30, 2023, compared to the year ended September 30, 2022. Other income is composed primarily of reversal of allowance for credit loss on trade receivable of $308,856 which related to settlement received on trade receivable from clients during the year which was allowed for credit loss.

Interest expenses, net

For the year ended September 30, 2023, we had net interest expense from interest incurred on borrowings. We also earn interest on our domestic cash balances.

- 25 -

Income taxes

Income tax expense increased from $0 to $2,357 in the year ended September 30, 2023, compared to the year ended September 30, 2022. This mainly came from i) provision for tax expense by applying the domestic statutory tax rate on assessable profits of QBS System in the jurisdiction; and ii) deferred tax asset on allowance for expected credit losses was provided during the current year.

We recorded net deferred tax assets to the extent we believe these assets are more likely than not to be realized. Aside from a net deferred tax liability of $26,315 that we recorded as of September 30, 2023, as a result of acquisition-related intangibles. Refer to Note 11 of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this Report, for additional information.

Net loss

Net loss increased by $878,659 to $1,082,789 from $204,130 in the year ended September 30, 2023, compared to the the year ended September 30, 2022. This increase is primarily driven by acquisition-related costs, legal and professional expenses and operating expenses incurred by QBS System after the acquisition of QBS System during the current year.

Other comprehensive income

Foreign currency translation loss

Foreign currency translation loss increased from $0 to $2,691 in the year ended September 30, 2023, compared to the year ended September 30, 2022. It is incurred on translation of assets and liabilities of foreign subsidiaries in different reporting currencies adopted by the subsidiaries to the reporting currency of the Company.

Liquidity and Capital Resources

WeThe ~~use~~following ~~working~~table ~~capital~~presents ~~and~~selected ~~cash measures to evaluate the performance of our operations and our ability to meet our~~ financial ~~obligations. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under GAAP. This~~ information is intended to provide investors with information about our liquidity. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.:

Since our inception, our operations have primarily been financed through the issuance of our common stock and the incurrence of debt. As of September 30, 2023, we had $621,001 in cash and cash equivalents.

	For the Year Ended September 30,
	2024			2023

Current assets - continuing operations	$	3,987		$	3,667
Current assets - discontinued operations		-			4,630,124
Current assets	$	3,987		$	4,633,791
Current liabilities - continuing operations	$	824,253		$	511,860
Current liabilities - discontinued operations		-			1,257,681
Current liabilities	$	824,253		$	1,769,541
Working capital	$	(820,266	)	$	2,864,250
Working capital - continuing operations	$	(820,266	)	$	(508,193	)
Working capital - discontinuing operations		-			3,372,443
Working capital	$	(820,266	)	$	2,864,250

~~Our~~As ~~principal~~of ~~sources~~September of30, ~~cash~~2024, ~~and~~we ~~liquidity~~had ~~include~~investments ~~our~~at ~~existing~~cost, ~~cash~~including ~~and~~938 ~~cash~~shares ~~equivalents,~~of ~~borrowings~~Elison ~~and~~common ~~amounts~~stock ~~available~~with ~~under~~an ~~credit~~estimated fair value of $5.42 ~~facilities,~~million at 5 July 2024. Our operations have primarily been financed through the issuance of our common stock and cash advances from ~~related~~a ~~companies~~related company.

InAs ~~the~~of ~~event~~September ~~we require additional capital~~30, ~~there~~2024 ~~can~~and ~~be no assurances that we will be able to raise such capital on acceptable terms~~2023, ~~or at~~our ~~all.~~total ~~Failure~~current toassets ~~generate~~were ~~sufficient revenues or raise additional capital through debt or equity financings~~$3,987 ~~or through collaboration agreements, strategic alliances or marketing~~ and ~~distribution arrangements~~$4,633,791, ~~could~~including ~~have~~discontinuing aoperations ~~material~~of ~~adverse~~$4.62 ~~effect on our ability to meet~~million, ~~our long-term liquidity needs and achieve our intended long-term business plan~~respectively.

-As of September 30, 2024, our current liabilities were $824,253 and stockholders’ equity was $4.60 million compared to current liabilities of $1,769,541, including discontinuing operations of $1.26 -million and stockholder ‘s equity of $2.85 million as of September 30, 2023.

~~Bank~~The ~~Loan~~Company ~~Agreements~~expects that its cash and cash equivalents as of September 30, 2024 will be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements. These conditions may raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. The Company is currently evaluating raising additional funds through private placements and or public equity financing. However, there can be no assurance that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to us, or at all. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Refer~~In tothe ~~Note~~event 10we ofrequire ~~Notes~~additional capital, there can be no assurances that we will be able to ~~Consolidated~~raise ~~Financial~~such ~~Statements~~capital on acceptable terms, ~~included~~or at inall. ~~Part~~Failure IIto generate sufficient revenues or raise additional capital through debt or equity financings, ~~Item~~or 8through ofcollaboration agreements, ~~this~~strategic ~~Report~~alliances or marketing and distribution arrangements, ~~which~~could ishave ~~incorporated~~a ~~herein~~material byadverse effect on our ability to meet ~~reference,~~our ~~for~~long-term liquidity needs and achieve our intended long-term business plan. Our failure to obtain such funding when needed could create a ~~discussion~~negative impact on our stock price or could potentially lead to a reduction in our operations or the failure of our ~~loan~~company. Accordingly, ~~agreements~~these factors raise substantial doubt about the Company’s ability to continue as a going concern.

-16-

Cash Flows

The following table presents the major components of the consolidated statements of cash flows:

	For the Year Ended September 30,
	2023			2022
	2024			2023
Net cash used in operating activities	$	(166,395	)	$	(181,210	)
Net cash used in operating activities - continuing operations	$	(286,296	)	$	(275,756	)
Net cash provided by investing activities		565,449			-
Net cash (used in) provided by operating activities - discontinued operations		(492,320	)		109,361
Net cash provided by financing activities		222,567			181,210
Net cash used in operating activities	$	(778,616	)	$	(166,395	)
Net cash used in investing activities - continuing operations	$	(228,084	)	$	-
Net cash (used in) provided by investing activities - discontinued operations		(7,600	)		565,449
Net cash (used in) provided by investing activities	$	(235,684	)	$	565,449
Net cash provided by financing activities - continuing operations	$	284,025		$	275,756
Net cash provided by financing activities - discontinued operations		111,504			(53,189	)
Net cash provided by financing activities	$	395,529		$	222,567

Operating Activities

~~Our~~Cash flows ~~operations~~ used ~~cash~~in ~~during~~operating ~~fiscal~~activities ~~2023~~of ~~and~~our ~~fiscal~~continuing ~~2022.~~operations ~~For~~for ~~fiscal 2023,~~the ~~our~~year ~~net~~ended ~~loss~~September ~~included $965~~30,~~945~~ of2024 ~~non-cash~~were ~~charges,~~$0.29 ~~and~~million. ~~the~~The adjustments ~~changes~~to inreconcile ~~operating~~our ~~assets~~net ~~and~~loss ~~liabilities~~from ~~used~~continuing ~~cash~~operations of $~~49,551~~0.31 ~~For fiscal~~million ~~2022,~~to ~~our~~ net ~~loss~~cash used in operating activities included add-backs for the ~~changes~~net positive change in our operating assets and liabilities ~~provided cash~~ of $~~22,920net~~0.02 million. ~~cash~~Cash flows used in operating activities ~~$181,210~~of ~~mainly~~our ~~related~~discontinued tooperations for the ~~net~~year ~~loss~~ended ~~from~~September ~~continuing~~30, ~~operation~~2024 were $0.49 million.

~~Changes~~Cash flows used in operating ~~assets~~activities ~~and~~of ~~liabilities~~our ~~decreased~~continuing byoperations ~~$72,471,~~for orthe ~~316%,~~year ~~from~~ended September 30, ~~2022~~2023 were $0.28 million. The adjustments to ~~September~~reconcile ~~30,~~our ~~2023,~~net ~~which~~loss ~~was~~from ~~due~~continuing operations of $1.32 million to net cash used in operating activities included add-backs for non-cash of stock-based compensation expenses of $1 million, and the net positive change in our operating assets and liabilities ~~from~~of ~~QBS~~$0.02 million. ~~System~~Cash ~~acquisition~~flows provided by operating activities of our discontinued operations for the year ended September 30, 2023 were $0.11 million.

Investing Activities

~~Net~~Cash ~~cash~~flows used in investing activities ~~during~~of ~~fiscal~~our ~~2023~~continuing ~~was~~operations ~~driven~~for by the ~~acquisition~~year ofended ~~QBS~~September ~~System~~30, 2024 were $0.23 million which ~~used~~is ~~net~~attributed to the cash outflow from disposal of ~~$565~~subsidiaries of 0.23 million. Cash flows used in investing activities of our discontinued operations for the year ended September 30,~~449~~ 2024 of $0.01 million were attributed to investing activities of Mega Fortune’s business.

Cash flows provided by investing activities of our continuing operations for the year ended September 30, 2023 were $0. Cash flows provided by investing activities of our discontinued operations for the year ended September 30, 2023 of $0.57 million were cash acquired from purchase of a subsidiary.

-17-

Financing Activities

~~Net~~Cash ~~cash~~flows provided by financing activities ~~during~~of our continuing operations for the year ended September 30, ~~2023~~2024 ~~resulted~~were ~~primarily~~$0.28 ~~from~~million, ~~advances~~which ~~received from related~~is ~~parties.~~attributed ~~Net~~to ~~cash~~advances ~~provided~~from bya ~~financing~~related ~~activities~~company ~~increased~~of by $~~41,357,~~0.28 ~~or 22~~million.~~8%,~~ ~~$181,210~~Cash toflows ~~$222,567~~provided inby ~~fiscal~~financing ~~2023,~~activities ~~compared~~of toour discontinued operations for the year ended September 30, ~~2022,~~2023 ~~which~~of ~~was~~$0.11 ~~due~~million were primarily attributed to ~~the~~repayment ~~increase~~of inbank ~~cash~~borrowings of $0.08 million and advances from related parties ~~and repayment~~ of ~~borrowings of~~ $~~53,189~~0.19 ~~by QBS System~~million.

~~Critical~~Cash ~~Accounting~~flows ~~Estimates~~provided by financing activities of our continuing operations for the year ended September 30, 2023 were $0.28 million, which is attributed to advances from a related company of $0.28 million. Cash flows used in financing activities of our discontinued operations for the year ended September 30, 2023 of $0.05 million were primarily attributed to repayment of bank borrowings of $0.05 million.

~~The~~Critical ~~preparation~~Accounting ofPolicies ~~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.Estimates

~~Business~~The ~~Combinations~~accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. On an on-going basis, the Company evaluates all of these estimates and assumptions. Actual results could be different from these estimates.

~~Assets~~The ~~acquired~~historical ~~and~~results ~~liabilities~~of ~~assumed~~business asactivities ~~part~~of the three reportable segments, provision of aIT ~~business~~maintenance ~~acquisition~~and ~~are~~support ~~generally~~services, ~~recorded~~IoT atBPO services ~~their~~and ~~fair~~IoT ~~value~~development atservices ~~the~~in ~~date~~Hong ofKong ~~acquisition. The~~and ~~excess~~Australia ofhave ~~purchase~~been ~~price~~presented ~~over~~in the ~~fair~~accompanying ~~value~~consolidated statements of ~~assets~~operations for ~~acquired~~the ~~and~~years ~~liabilities~~ended ~~assumed~~September is30, ~~recorded~~2024 asand ~~goodwill.~~2023 ~~Determining~~as ~~fair value~~discontinued ofoperations. ~~identifiable~~See ~~assets,~~Note ~~particularly~~3 ~~intangibles,~~- ~~and~~Discontinued ~~liabilities~~Operations ~~acquired~~in ~~also~~the ~~requires~~accompanying Notes ~~management~~ to ~~utilize~~the ~~assumptions~~Consolidated ~~and estimates,~~Financial ~~which~~Statements. ~~are~~Following ~~based~~presentation ~~upon~~of ~~available~~the ~~information~~business ~~that~~activities ~~may~~of bethe ~~subject~~three toreportable ~~further~~segments ~~refinement~~as discontinued ~~over~~operations, the ~~purchase~~Company ~~accounting~~has ~~period~~no ~~of one~~operations ~~year~~or revenue.

-We are 27currently -in the process of developing a business plan. Management intends to explore and identify viable business opportunities including seeking to acquire a business and soliciting good and profitable investment opportunities. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control.

~~Goodwill Impairment Testing~~Investments

WeThe ~~evaluate~~Company ~~goodwill~~applies ~~for~~the ~~impairment~~cost onmethod anof ~~annual~~accounting ~~basis~~to ininvestments ~~our~~when ~~fourth~~it ~~fiscal~~does ~~quarter~~not orhave ~~more~~significant ~~frequently~~influence ifor wea ~~believe~~controlling ~~indicators~~interest ~~of impairment~~in ~~exist~~the ~~that~~investee ~~would~~and ~~more~~the ~~likely~~fair ~~than~~value ~~not~~of ~~reduce~~ the ~~fair~~investment ~~value~~is ofnot ~~our~~readily ~~single~~determinable. ~~reporting~~Dividends ~~unit~~on ~~below~~cost ~~its~~method ~~carrying~~investments ~~amount~~received are recorded as income.

WeThe ~~begin~~Company ~~our~~assesses ~~evaluation~~investments ~~of goodwill~~ for impairment bywhenever ~~assessing~~events ~~qualitative~~or ~~factors~~changes toin ~~determine~~circumstances ~~whether~~indicate itthat isthe ~~more~~carrying ~~likely~~value ~~than~~of ~~not~~an ~~that~~investment may not be recoverable. Management reviewed the ~~fair~~underlying ~~value~~net assets of ~~our~~the ~~single~~investments ~~reporting~~during ~~unit~~the isyear ~~less~~ended ~~than~~September ~~its~~30, ~~carrying~~2024 ~~value.~~and determined ~~Some~~that ~~factors~~the ~~that~~Company’s weproportionate ~~consider~~economic ~~important~~interest in the ~~qualitative assessment~~investments ~~which~~indicate ~~could~~that ~~trigger~~the ainvestments ~~goodwill~~were ~~impairment~~not ~~review~~other ~~include:~~than temporarily impaired.

●Recently issued ~~significant~~Accounting underperformance relative to historical or projected future operating results; ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business; ● significant negative industry or economic trends; ● a significant decline in our stock price for a sustained period; and ● a significant change in our market capitalization relative to our book value.Pronouncements

~~Based~~For onthe ~~our~~impact ~~qualitative~~of ~~assessment,~~recently ifissued weaccounting ~~conclude~~pronouncements ~~that~~on itthe isCompany’s ~~more~~consolidated ~~likely~~financial ~~than~~statements, ~~not~~see ~~that~~Note ~~the~~2 ~~fair~~(N) ~~value~~ of ~~our~~Notes to ~~single~~Consolidated ~~reporting~~Financial ~~unit~~Statements isincluded ~~less than~~in ~~its~~Part ~~carrying value~~II, weItem ~~conduct~~8 aof ~~quantitative~~this ~~goodwill impairment test~~Report, which ~~involves~~is ~~comparing~~incorporated ~~the~~herein ~~estimated~~by ~~fair value of our single reporting unit with its carrying value~~reference, ~~including~~for ~~goodwill. We estimate the fair value of our single reporting unit using~~ a ~~combination~~discussion of ~~the~~recent ~~income~~accounting ~~approach~~pronouncements. ~~If the carrying value of the reporting unit exceeds its estimated fair value, we recognize an impairment loss for the difference.~~

Significant management judgment is required in estimating the reporting unit’s fair value and in the creation of the forecasts of future operating results that are used in the discounted cash flow method of valuation. These include (i) estimation of future cash flows, which is dependent on internal forecasts, (ii) estimation of the long-term rate of growth of our business, (iii) estimation of the period during which cash flows will be generated and (iv) the determination of our weighted-average cost of capital, which is a factor in determining the discount rate. Our estimate of the reporting unit’s fair value would also generally include the consideration of a control premium, which is the amount that a buyer is willing to pay over the current market price of a company as indicated by the traded price per share (i.e., market capitalization) to acquire a controlling interest. If our actual financial results are not consistent with our assumptions and judgments used in estimating the fair value of our reporting unit, we may be exposed to goodwill impairment losses.

During the fourth quarter of the year ended September 30, 2023, we made a qualitative assessment of whether goodwill impairment existed. Since our assessment of the qualitative factors did not result in a determination that it was more likely than not that the fair value of our single reporting unit is less than its carrying value, we were not required to perform the quantitative goodwill impairment test.

Long-Lived Assets and Intangible Assets

We assess the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Circumstances which could trigger a review include, but are not limited to the following:

● significant decreases in the market price of the asset;

● significant adverse changes in the business climate or legal factors;

● accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset;

● current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; or

● current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.

- 28 -

Whenever events or changes in circumstances suggest that the carrying amount of long-lived assets and intangible assets may not be recoverable, we estimate the future cash flows expected to be generated by the asset from its use or eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Significant management judgment is required in the forecasts of future operating results that are used in the discounted cash flow method of valuation. These significant judgments may include future expected revenue, expenses, capital expenditures and other costs, discount rates and whether or not alternative uses are available for impacted long-lived assets.

Share-Based Compensation

The fair value of our restricted stock units is based on the closing market price of our common stock on the date of grant.

Recently Issued Accounting Pronouncements

For the impact of recently issued accounting pronouncements on the Company’s consolidated financial statements, see Note 2 (V) of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Report, which is incorporated herein by reference, for a discussion of recent accounting pronouncements.

Future Capital Requirements

Our capital requirements for the fiscal year ending September 30, 2023, will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.

The sale of equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

The accompanying consolidated 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 September 30, 2023, the Company had $621,001 in cash and cash equivalents and net asset of $2,854,250.

- 29 -

Off Balance Sheet Arrangements

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

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results as reported have not been affected in any material way by inflation. However, the Company is aware that global inflation is increasing, and it expects that inflation will affect the Company during fiscal year ending September 2023, though it cannot predict at this point in what ways.

Critical Accounting Policies

The SEC issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the SEC has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

- 30 18-

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, ~~2023~~2024 AND ~~2022~~2023

CONTENTS

	~~Pages~~	Pages
Report of Independent Registered Public Accounting Firm	~~F-1~~	F-1
Consolidated Balance Sheets as of September 30, 2023 and 2022	F-2
Consolidated Balance Sheets as of September 30, 2024 and 2023		F-2
Consolidated Statements of Operations and Comprehensive Income (loss) for the Year Ended September 30, 2023 and 2022	F-3
Consolidated Statements of Operations and Comprehensive Income/(loss) for the Year Ended September 30, 2024 and 2023		F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended September 30, 2023 and 2022	F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Year Ended September 30, 2024 and 2023		F-4
Consolidated Statements of Cash Flows for the Year Ended September 30, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Year Ended September 30, 2024 and 2023		F-5
Notes to Consolidated Financial Statements	~~F-6~~	F-6 - F-14

- 31 19-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Shareholders~~Stockholders of Flywheel Advanced Technology, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Flywheel Advanced Technology, Inc. (the “Company”) as of September 30, ~~2023~~2024 and ~~2022~~2023, ~~and~~ the related consolidated ~~statements~~statement of operations, ~~shareholders~~stockholders’ equity (deficit), and cash flows for the ~~two~~ years inthen ~~the period~~ ended ~~September 30, 2023,~~ and the related notes ~~and schedules~~ (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the ~~two~~ years inthen ~~the period~~ ended ~~September 30~~, ~~2023 and 2022,~~ in conformity with accounting principles generally accepted in the United States ~~of America~~.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~regarding~~ regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~Matters

~~Critical~~The critical audit matters communicated below are matters arising from the current- period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~We determined~~● ~~that~~Initial ~~there~~Valuation ~~are~~of noInvestments ~~critical~~- ~~audit~~Refer ~~matters.~~to Note 4, Investments

/SCritical BFAudit ~~Borgers~~Matter ~~CPA PC~~Description

BFOn ~~Borgers~~July ~~CPA~~5, PC2024, ~~(PCAOB~~the IDCompany ~~5041)~~entered into a share purchase agreement whereby the Company received 938 shares, 9.38% of total equity, of a privately held company, Elison, at an estimated fair value of approximately $5.4 million which is recorded as an investment in the consolidated balance sheets as of September 30, 2024. These investments without readily determinable market values, are valued using significant unobservable inputs that involve considerable judgment by management. The Company uses internal modeling techniques based on projected cash flows and certain other unobservable inputs to value its investments. The significant unobservable inputs may include discount rates, issue specific credit adjustments, material non-public financial information, estimation of future earnings and cash flows, default rate assumptions, and liquidity assumptions.

WeGiven ~~have~~that ~~served~~the asCompany utilizes valuation models and significant unobservable inputs to estimate the ~~Company’s~~fair value for its investments, performing audit procedures to evaluate these inputs required a high degree of auditor ~~since~~judgment ~~2021~~and an increased extent of effort, including the involvement of our fair value specialists.

~~Lakewood,~~How COthe Critical Audit Matter Was Addressed in the Audit

~~January~~Our 16audit procedures related to the valuation models and significant unobservable inputs utilized by the Company to estimate the fair value of investments included the following, ~~2024~~among others:

	●	We involved experienced audit team members in the performance of our audit procedures.
	●	With the assistance of our fair value specialists, we:

	○	Evaluated the valuation models and unobservable inputs used by the Company to estimate fair value of these investments.
	○	Developed independent fair value estimates and compared our estimates to the Company’s estimates of these investments.

●

Our audit procedures related to investment valuations using significant unobservable inputs included, among others, assessing whether the valuation methodologies used were appropriate and testing the mathematical accuracy of the valuation models. We obtained management’s valuation models and compared objective inputs used in the models to agreements or underlying source documents provided by the Company. We assessed the appropriateness of certain unobservable inputs and assumptions used in the valuation models by comparing them to underlying support or available market data and evaluating the appropriateness of adjustments.

/s/ BCRG Group

BCRG Group (PCAOB ID 7158)

We have served as the Company’s auditor since 2024.

Irvine, CA

January 14, 2025

F-1

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

	2023			2022
	September 30, 2024			September 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	621,001		$	-
Prepaid expenses and other current assets	$	3,987		$	3,667
Accounts receivable, net of allowances		1,431,201			-
Assets held for sale		-			4,620,124
Due from related parties		116,419			-
Total Current Assets		3,987			4,623,791
Prepaid expenses and other current assets		392,742			-
INVESTMENTS		5,422,500			-
Deferred tax assets		22,481			-
TOTAL ASSETS	$	5,426,487		$	4,623,791
Total Current Assets		2,583,844			-
PROPERTY, PLANT AND EQUIPMENT, NET		6,783			-
GOODWILL		1,840,202			-
ACQUISITION-RELATED INTANGIBLES		159,481			-
RIGHT-OF-USE ASSETS		33,481			-
TOTAL ASSETS	$	4,623,791		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank loans - current portion	$	104,608		$	-
Accrued expenses and other current liabilities	$	80,992		$	54,894
Accounts payable		78,064			-
Due to a related party		743,261			456,966
Accrued expenses and other current liabilities		170,089			22,920
Liabilities held for sale		-			1,257,681
Due to related parties		822,027			181,210
Total current liabilities		824,253			1,769,541
Operating lease liabilities		37,789			-
Total Liabilities		824,253			1,769,541
Income tax payable		46,699
Total current liabilities		1,259,276			204,130
LONG-TERM LIABILITIES
Bank loans		483,950			-
Deferred tax liabilities – arise from fair value gain		26,315
Operating lease liabilities		-			-
Total long-term liabilities		510,265			-
Total Liabilities		1,769,541			204,130
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value 550,000,000, shares authorized, 29,662,164 shares and 17,822,564 issued and outstanding as of September 30, 2023 and 2022, respectively		2,966			1,782
Common stock, $0.0001 par value 550,000,000, shares authorized, 29,662,164 shares issued and outstanding as of September 30, 2024 and 2023		2,966			2,966
Paid in Capital		69,~~677~~129,~~222~~860			26,~~534~~677,~~546~~222
Accumulated other comprehensive loss		(2,691	)		-
Accumulated other comprehensive income/(loss)		2,743			(2,691	)
Accumulated deficit		(34,~~823~~533,~~247~~335	)		(23,~~740~~823,~~458~~247	)
Total Stockholders’ Equity		24,~~854~~602,~~250~~234			~~(204~~2,~~130~~854,250	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	45,~~623~~426,~~791~~487		$	-4,623,791

~~See~~The accompanying notes toare ~~Consolidated~~an ~~Financial~~integral ~~Statements.~~part of these consolidated financial statements

F-2

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE ~~INCOME (~~LOSS)

	2023			2022
	Year Ended September 30, 2024			Year Ended September 30, 2023
REVENUE, NET	$	~~1,448,176~~-		$	-
COST OF REVENUE		(961,818	)		-
GROSS RPOFIT		486,358			-
OPERATING EXPENSES
Sales and marketing		57,592			-
Professional fees		304,010			1,305,179
General and administrative		18,~~768,269~~064			~~204~~13,~~130~~884
Depreciation and amortization		74,638			-
Total Operating Expenses		312,074			1,319,063
Total Operating Expenses		1,900,499			204,130
OPERATING LOSS		(312,074	)		(1,319,063	)
OPERATING LOSS		(1,414,141	)		(204,130	)
LOSS BEFORE INCOME TAXES		(312,074	)		(1,319,063	)
OTHER INCOME (EXPENSES)
Income taxes		-			-
Other income		344,461			-
NET LOSS FROM CONTINUING OPERATIONS		(312,074	)		(1,319,063	)
Interest expenses, net		(10,752	)		-
Discontinued operations, net of tax		(398,014	)		236,274
Total Other Income		333,709			-
NET LOSS		(710,088	)		(1,082,789	)
LOSS BEFORE INCOME TAXES		(1,080,432	)		(204,130	)
OTHER COMPREHENSIVE INCOME (LOSS)
Income taxes		(2,357	)		-
Foreign currency translation gain/(loss)		5,434			(2,691	)
NET LOSS		(1,082,789	)		(204,130	)
COMPREHENSIVE LOSS	$	(704,654	)	$	(1,085,480	)
OTHER COMPREHENSIVE LOSS
Net income (loss) from continuing operations per share - basic and diluted:	$	0.12		$	(0.06	)
Foreign currency translation loss		(2,691	)		-
Net income (loss) - basic and diluted:	$	0.12		$	(0.05	)
COMPREHENSIVE LOSS	$	(1,085,480	)	$	(204,130	)
Weighted average number of shares outstanding		29,662,164			23,549,970
Net loss per share - basic and diluted:	$	(0.05	)	$	(0.03	)
Weighted average number of shares outstanding		23,549,970			5,874,306

~~See~~The accompanying notes toare ~~Consolidated~~an ~~Financial~~integral ~~Statements.~~part of these consolidated financial statements

F-3

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

	Shares			Value			Shares		Value			in Capital			loss			Deficit			Total
	Common Stock						Paid		Accumulated other Comprehensive			Accumulated
	Series A-1														Accumulated
	Shares			Value			in Capital		(loss)/income			Deficit			Total
	Convertible														other
Balance at September 30, 2022		17,822,564		$	1,782		$	2,534,546	$	-		$	(2,740,458	)	$	(204,130	)
	Preferred Stock						Common Stock					Paid			comprehensive			Accumulated
Issuance of common stock for acquisition		8,939,600			894			3,127,966		-			-			3,128,860
	Shares			Value			Shares		Value			in Capital			loss			Deficit			Total
Stock-based compensation		2,900,000			290			1,014,710		-			-			1,015,000
Balance at September 30, 2021		10,000,000		$	1,000			1,622,550	$	162		$	2,535,166		$	-		$	(2,536,328	)	$	-
Exchange difference on		-			-			-		(2,691	)		-			(2,691	)
Conversion of Series A-1 Convertible Preferred Stock to		(10,000,000	)		(1,000	)		16,200,000		1,620			(620	)		-			-			-
Net loss		-			-			-		-			(1,082,789	)		(1,082,789	)
Issuance of Common Stock for reve		-			-			14		-			-			-			-			-
Balance at September 30, 2023	$	29,662,164		$	2,966		$	6,677,222	$	(2,691	)	$	(3,823,247	)	$	2,854,250
Net loss		-			-			-		-			-			-			(204,130	)		(204,130	)
Balance	$	29,662,164		$	2,966		$	6,677,222	$	(2,691	)	$	(3,823,247	)	$	2,854,250
Balance at September 30, 2022		-		$	-			17,822,564	$	1,782		$	2,534,546		$	-		$	(2,740,458	)	$	(204,130	)
Exchange difference on translation		-			-			-		5,434			-			5,434
Balance		-		$	-			17,822,564	$	1,782		$	2,534,546		$	-		$	(2,740,458	)	$	(204,130	)
Gain on Sale of Mega Fortune		-			-			2,452,638		-			-			2,452,638
Issuance of common stock for acquisition		-			-			8,939,600		894			3,127,966			-			-			3,128,860
Net loss		-			-			-		-			(710,088	)		(710,088	)
Stock-based compensation		-			-			2,900,000		290			1,014,710			-			-			1,015,000
Net income (loss)		-			-			-		-			(710,088	)		(710,088	)
Exchange difference on translation		-			-			-		-			-			(2,691	)		-			(2,691	)
Balance at September 30,		29,662,164		$	2,966		$	9,129,860	$	2,743		$	(4,533,335	)	$	4,602,234
Net loss		-			-			-		-			-			-			(1,082,789	)		(1,082,789	)
Balance		29,662,164		$	2,966		$	9,129,860	$	2,743		$	(4,533,335	)	$	4,602,234
Balance at September 30, 2023		-		$	-			29,662,164	$	2,966		$	6,677,222		$	(2,691	)	$	(3,823,247	)	$	2,854,250
Balance		-		$	-			29,662,164	$	2,966		$	6,677,222		$	(2,691	)	$	(3,823,247	)	$	2,854,250

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

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

F-4

FLYWHEEL ADVANCED TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1710,~~082,789~~088	)	$	(~~204~~1,~~130~~082,789	)
Adjusted to reconcile net income(loss) to cash provided (used) by operating activities:
Adjusted to reconcile net loss to cash provided by (used in) operating activities:
Stock-based compensation expenses		~~1,015,000~~-			-1,015,000
Amortisation		40,244			-
Amortization		51,653			40,244
Depreciation		103,~~592~~779			-10,592
Lease amortisation		23,802			-
Lease amortization		35,026			23,802
Allowance of expexted credit losses		206,140			-
Allowance of expected credit losses		1,402,732			206,140
Reversal of allowance of expected credit losses		(~~308~~165,~~856~~477	)		-(308,856	)
Deferred income taxes		(20212,~~977~~059	)		-(20,977	)
Changes in operating assets and liabilities
(Increase)/decrease in:
Accounts receivable		(52,747	)		-
Prepaid expenses and other current assets		(320	)		(3,667	)
Prepaid expenses and other current assets		(4,619	)		-
Assets held for sale		(1,117,182	)		(53,699	)
Increase/(decrease) in:
Accounts payable		(137,369	)		-
Accrued expenses and other current liabilities		26,098			31,974
Operating lease liabilities		(23,793	)		-
Liabilities held for sale		(92,778	)		(24,159	)
Accrued expenses and other current liabilities		112,150			22,920
Net cash used in operating activities		(778,616	)		(166,395	)
Income tax payable		56,827			-
Net cash used in operating activities		(166,395	)		(181,210	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from purchase of a subsidiary		565,449			-
Cash acquired from purchase of subsidiaries		-			565,449
Net cash provided by investing activities		565,449			-
Cash outflow from disposal of subsidiaries		(228,084	)		-
Purchase of property, plant and equipment		(7,600	)		-
Net cash (used in)/provided by investing activities		(235,684	)		565,449
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings		(5383,~~189~~876	)		-(53,189	)
Advances from related party		275,756			181,210
Advances from related parties		479,405			275,756
Net cash provided by financing activities		~~222~~395,~~567~~529			~~181~~222,~~210~~567
NET INCREASE IN CASH AND EQUIVALENTS		621,621			-
NET (DECREASE)/INCREASE IN CASH AND EQUIVALENTS		(618,771	)		621,621
EFFECT OF EXCHANGE RATES ON CASH		(~~620~~2,230	)		-(620	)
AT BEGINNING OF PERIOD		-621,001			-
CASH AND EQUIVALENTS AT END OF PERIOD	$	~~621,001~~-		$	-621,001
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash received for income taxes	$	33,492		$	-
Cash paid for income taxes	$	3,374		$	33,492
Cash paid for interest	$	1015,~~869~~456		$	-10,869
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Investment obtained from sales of Mega Fortune	$	5,422,500			-

~~See~~The accompanying notes toare ~~Consolidated~~an ~~Financial~~integral ~~Statements.~~part of these consolidated financial statements

F-5

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~SEPTEMBER 30, ~~2023~~2024 and ~~2022~~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.

OnThe July 13, 2021, a Stock Purchase Agreement was entered into between NYJJ Hong Kong Limited 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. Ashad ~~a result,~~ the ~~Purchaser~~following ~~became~~significant ~~an approximately 90% holder of the voting rights of the issued and outstanding shares of the Company, on a fully- diluted basis, and became the controlling shareholder.~~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%.

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

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

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

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

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

F-6

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~ ● 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 ~~2022~~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.

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

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

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

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement ” ) with QBS System Limited, a limited company incorporated under the laws of Hong Kong ( “QBS System”), and its shareholder, QBS Flywheel Limited, a company incorporated under the laws of Australia (the “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.

On May 24, 2023, the Company issued 1,450,000 shares of common stock to each of Sau Ping Leung and So Ha Tsang. These two individuals collectively hold 30% of Blue Print.

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.

F-7

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~The ~~30,~~Company’s ~~2023~~subsidiaries ~~and~~are ~~2022~~as follows as of September 30, 2024:

~~QBS~~SCHEDULE ~~System~~OF ~~provides~~COMPANY 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).SUBSIDIARIES

Name of Corporation	Date of Formation	Ownership	Description of Business

Flywheel Advanced Technology, Inc. (Nevada Corporation)	April 30, 2010	100%	Parent Company

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.

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

Going Concern

Pursuant to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred a net operating loss of approximately $0.3 million, had negative cash flows from operating activities of $0.8 million during the year ended September 30, 2024 and had minimum cash balance as of its fiscal year end. With that said, the Company is currently in 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.

(A) Basis of Presentation

The accompanying consolidated financial statements ~~(“CFS”)~~ 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.

AsThe historical results of ~~July~~our ~~14,~~IoT ~~2022~~services business, ~~the~~primarily ~~1:100~~consisting ~~reverse~~of ~~stock~~Mega ~~split~~Fortune ofCompany ~~the~~Limited and its subsidiaries, Pontes Fides Company’s ~~common~~Limited, ~~stock~~QBS ~~became~~System ~~effective.~~Limited ~~Prior~~and ~~period~~QBS ~~results~~System Pty Ltd ,and related activity have been ~~adjusted~~ topresented ~~reflect~~in the ~~Reverse~~accompanying ~~Stock~~consolidated statements ~~Split~~of inoperations ~~2021.~~and ~~The~~cash ~~split~~flows ~~did~~for ~~not~~the ~~change~~years ~~the~~ended ~~Company’s~~September ~~Common~~30, ~~Stock~~2024 ~~Par~~and ~~value~~2023 ~~but~~as ~~changed opening~~discontinued ~~Common~~operations. ~~Stock~~See ~~and~~Note ~~Additional~~3 ~~Paid~~- Discontinued Operations. Unless otherwise specified, disclosures in ~~Capital~~these ~~balances~~consolidated byfinancial ~~offsetting~~statements ~~amounts~~reflect continuing operations only.

Certain prior year amounts have been reclassified to conform to current year presentation.

(B) Principles of Consolidation

The accompanying ~~CFS~~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.

F-8

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

The preparation of ~~CFS~~consolidated financial statements in accordance with the U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the ~~CFS~~consolidated financial statements. Significant items subject to such estimates and assumptions include the useful lives of property, plant and equipment, revenue recognition, allowance for credit losses, ~~valuation allowances for deferred tax assets,~~ the measurement of lease liabilities and right-of-use (“ROU”) assets, measurements of assets and obligations related to employee benefits, the nature and timing of the satisfaction of performance obligations, the standalone selling price of performance obligations, variable consideration, other obligations for revenue recognition, ~~income tax uncertainties~~ and other contingencies. Management believes the estimates used in the preparation of the ~~CFS are~~ ~~reasonable,~~consolidated ~~and~~financial ~~management~~statements ~~has~~are ~~made assumptions about the possible effects of the ongoing COVID-19 pandemic on critical and significant accounting estimates~~reasonable. Although these estimates and assumptions are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. Any changes in estimates are adjusted prospectively in the Company’s ~~CFS.~~ consolidated financial statements

(D) Financial instruments and concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk are reflected principally in cash and equivalents and accounts receivable. The Company places its cash and cash equivalents with banks with high investment grade ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluations of the creditworthiness of the banks with which it does business. To reduce its credit risk on accounts receivable, the Company conducts ongoing credit evaluations of its customers.

(E) Cash and cash equivalents

For purpose of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits with a bank with an initial maturity of less than three months.

(F) ~~Accounts receivable and allowance for expected credit losses~~Investments

~~Accounts receivable are recorded net of allowances for expected credit losses.~~ The ~~Company follows ASC Topic 326, Financial Instruments-Credit~~ ~~Losses. Accounts receivable and contract assets are in the scope for which assessment is made. The~~ Company ~~evaluates~~applies the ~~credit~~cost ~~risk of~~method ~~its customers based on a combination~~ of ~~various~~accounting ~~financial and qualitative factors that may affect the ability of each customer~~ to ~~pay.~~ ~~The~~investments ~~Company~~when ~~considered~~it ~~current~~does ~~and~~not ~~anticipated~~have ~~future~~significant ~~economic~~influence ~~conditions~~or ~~relating~~a tocontrolling ~~the~~interest ~~industries of~~ in the ~~Company’s~~investee ~~customers~~ and the ~~countries~~fair ~~where~~value itof ~~operates. In calculating expected credit loss,~~ the ~~Company~~investment ~~also~~is ~~considered~~not ~~past~~readily ~~payment~~determinable. ~~trends,~~Dividends ~~credit~~on ~~rating and~~cost ~~other~~method ~~related~~investments ~~credit~~received ~~information for its significant customers to estimate the probability of default in the future. Accounts receivable balances~~ are ~~written-off against the allowance for expected credit losses after all means of collection have been exhausted and the potential~~recorded ~~for~~as ~~recovery is considered remote~~income.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the investments during the year ended September 30, 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.

F-9

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30,~~ (G) ~~2023~~Fair ~~and~~value ~~2022~~of financial instruments

FASB Codification Topic 825 (GASC Topic 825), ~~Property~~“Disclosure about Fair Value of Financial Instruments,” ~~plant~~requires certain disclosures regarding the fair value (“FV”) of financial instruments. The carrying amounts of accounts receivable, other current assets and ~~equipment~~prepaid expenses, ~~net~~accounts payable, other payables and accrued liabilities and due to Company companies approximate their FVs because of the short-term nature of the instruments. The management of the Company is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial statements.

~~Property, plant~~ (H) ~~and~~Foreign ~~equipment~~currency are stated at cost less accumulated depreciation and amortization and accumulated impairment loss. Expenditures for replacements and improvements are capitalized, whereas the costs of maintenance and repairs are expensed.translation

Depreciation is provided on a straight-line basis, less estimated residual value over the assets’ estimated useful lives. The estimated useful lives are 5 years.

(H) Right-of-use asset

In accordance with FASB Codification Topic 842 (ASC Topic 842), Leases, right-of-use (ROU) asset is stated at cost, less accumulated amortization.

Amortization is provided on a straight-line basis, less estimated residual value over the assets’ estimated useful lives. The estimated useful live is the term of the leases.

(I) Long-lived assets

In accordance with FASB Codification Topic 360 (ASC Topic 360), “Accounting for the impairment or disposal of Long-Lived Assets”, long-lived assets and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. The Company reviews property and equipment to determine that carrying values are not impaired.

(J) Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. The Company evaluates its goodwill for potential impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. The Company’s divisions are at the operating segment level, which is the level the Company’s management conducts regular reviews of the operating results. Goodwill created by acquiring a foreign operation is converted from foreign entity’s functional currency to Company’s reporting currency using the spot rate prevailing at the reporting date.

F-10

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

(K) Leases

ASC Topic 842 requires a lessee to record a ROU asset and a lease liability for all leases with terms longer than 12 months. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company determines the lease term by assuming the exercise of renewal options that are reasonably certain. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its local incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. When the Company’s contracts contain lease and non-lease components, the Company accounts for both components as a single lease component. Refer to Note 8.

Impact of COVID-19

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. The Company has elected to not evaluate leases under the lease modification accounting framework for concessions that result from effects of the COVID-19 pandemic. The Company has accounted for rent abatement as a negative lease payment in the affected period.

(L) Fair value of financial instruments

FASB Codification Topic 825 (ASC Topic 825), “Disclosure about Fair Value of Financial Instruments,” requires certain disclosures regarding the fair value (“FV”) of financial instruments. The carrying amounts of accounts receivables, other current assets and prepaid expenses, accounts payable, other payables and accrued liabilities and due to Company companies approximate their FVs because of the short-term nature of the instruments. The management of the Company is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial statements.

(M) Revenue recognition

The Company’s revenue is comprised mainly the following services: IoT software and hardware development service, BPO service and IT support and maintenance service.

Revenues from IoT software and hardware development are measured based on the skills, estimate time, cost of outsourcing, human resources and materials required for the project which are specified in a quotation or contract with a customer and exclude discounts and amounts collected on behalf of third parties. Revenues recognized under quotation or contracts generally when persuasive evidence of an arrangement exists, services have been performed and collection of amounts billed is fixed, based on the achievement of milestone in contract and is reasonably assured.

F-11

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

Revenues from BPO services are measured based on headcounts, rate of each headcount, skill level and whether the headcount is engaged on a full-time or part-time basis. Revenues are recognized under quotations or contracts generally when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, services have been performed and collection of amounts billed is reasonably assured.

Revenues from IoT maintenance and support services are measured based on the skills, hardware/material required and estimate time required for the project. Revenue are recognized over time as services are provided and extended service plans are recognized over the performance period of the service contract or quotation as the obligation represents a stand-ready obligation to the customer.

The Company follows ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from services by: (1) identifying the contract (if any) with a customer; (2) identifying the performance obligations in the contract (if any); (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract (if any); and (5) recognizing revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its customers as of September 30, 2023 and 2022. The Company recognizes revenue when it satisfies a performance obligation by providing services to a customer.

The Company generally invoices a client after performance of services. Payments are due as per contract terms.

(N) Cost of revenue

Cost of revenue primarily consists of sub-contracting fee, engineers salary and purchases of equipment used or installed as part of the project. It also includes operational expenses, which consist of facilities maintenance expenses, travel and living expenses, IT expenses, and consulting and certain other expenses. Consulting charges represent the cost of consultants and contract resources with specialized skills who are directly responsible for the performance of services for clients and travel and other billable costs related to the Company’s clients. Recurring direct costs for services are recognized as incurred.

F-12

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

(O) 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 AU$ into US$ for the purposes of preparing the consolidated financial statements were as follows:

SCHEDULE OF EXCHANGE RATES

	September 30, 2023			September 30, 2022
	July 5 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$7.789466	~~US$1=HK$7.82996~~	US$1=HK$7.82996		~~Not applicable~~
		US$1=AUD1.55615			Not applicable
	US$1=AUD1.483845		US$1=AUD1.55615

	For the year ended September 30,
	For the Period Ended July 5, 2024		For the Year Ended September 30, 2023
	2023			2022
Amounts included in the statements of operations and cash flows for the year	US$1=HK$7.81742		US$1=HK$7.84901
Amounts included in the statements of operations and cash flows for the period		US$1=HK$7.83218			Not applicable
	US$1=AUD1.52416		US$1=AUD1.49816
		US$1=AUD1.51204			Not applicable

~~(P) Other comprehensive (loss)/income~~F-10

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.

F-13

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30,~~ (I) ~~2023~~Other ~~and~~comprehensive ~~2022~~(loss)/income

The foreign ~~(Q)~~currency ~~Employee~~translation ~~benefit~~gain ~~plans~~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.

(J) Employee benefit plans

Contributions to defined contribution plans are expensed in the period in which services are rendered by the covered employees. The Company recognizes its liabilities for compensated absences dependent on whether the obligation is attributable to employee services already rendered, relates to rights that vest or accumulate and payment is probable and estimable. Refer to Note 14.

(RK) Income taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 ( “ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period included the enactment date.

(SL) 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~~year. 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 ~~2023~~2024 and ~~2022~~2023.

(TM) 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.

~~F-14~~ (N) Recently Issued Accounting Standards

There are no recently announced, but not yet effective accounting pronouncements that are expected to have a material impact to the Company as of September 30, 2024 and 2023.

(O) Fair Value of Financial Instruments

The assets and liabilities are valued using a fair market basis as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASC 820, Fair Value Measurement. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below:

	Level 1:	Quoted prices in active markets for identical assets or liabilities.

	Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

As of September 30, 2024, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis:


	Fair value measurements at reporting date using:
	Fair value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Investments at September 30, 2024	$	5,422,500	$	-	$	-	$	5,422,500

(O) Impairment of Long-lived Assets

The Company reviews long-lived assets to be held and used in operations for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may be impaired. These evaluations may result from significant decreases in the overall market outlook for the Company’s technology or the market price of an asset, a significant adverse change in the extent or manner in which an asset is being used in its physical condition, a significant adverse change in legal factors or in the business climate that could affect the value of an asset, as well as economic or operational analyses. If the Company concludes that the carrying value of certain assets will not be recovered based on expected undiscounted future cash flows, an impairment write-down is recorded to reduce the assets to their estimated fair value. Fair value is determined via market, cost and income-based valuation techniques, as appropriate. The fair value is measured on a non-recurring basis using a combination of quoted prices for similar assets in active markets and other unobservable adjustments to historical cost (Level 3) inputs. No such charges were recorded for the years ended December 31, 2023 and December 31, 2022.

F-11

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~NOTE ~~30,~~3 ~~2023~~– ~~and~~DISCONTINUED ~~2022~~OPERATIONS

On July 5, 2024, the Company and Mega Fortune Company Limited, its wholly-owned subsidiary, completed the sale (Uthe “Mega Fortune Disposition”) ~~Segments~~to Mericorn Company Limited (the “Buyer”), of all of the equity associated with the Company ’ s Mega Fortune Company Limited, which is composed of the Company ’ s subsidiaries, 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 to the Company for the Mega Fortune Disposition. As of July 5, 2024, the Company determined that the estimated fair value of 938 shares of Elison was $5,422,500 and the share transfer had been completed. the share transfer had been completed. The Company recognized a pre-tax gain on such sale of $2,452,638. The activities of the three reportable segments, provision of IT maintenance and support services, IoT BPO services and IoT development services in Hong Kong and Australia have been segregated and reported as discontinued operations for all periods presented.

The ~~Company~~following ~~operates~~table inshows ~~three~~calculation ~~reportable segments, provision~~ of ~~IoT~~the ~~maintenance~~gain ~~and~~on ~~support~~Sale ~~services,~~of ~~IoT~~Mega ~~BPO services and IoT development services in Hong Kong and Australia.~~Fortune:

~~The~~ SCHEDULE ~~chief~~OF ~~operating~~DISCONTINUED ~~decision~~OPERATIONS ~~maker~~GAIN ~~(“CODM”)~~ON ~~generally reviews financial information such as revenues, cost of revenues and gross profit, disaggregated by the operating segments to allocate an overall budget among the operating segments.~~SALE

The Company does not allocate and therefore the CODM does not evaluate, certain operating expenses, interest expense or income taxes by segment. Many of the Company’s assets are shared by multiple operating segments. The Company manages these assets on a total Company basis, not by operating segment, and therefore asset information and capital expenditures by operating segment are not presented. Refer to Note 15.

	July 5, 2024
Fair value of shares of Eilson	$	5,422,500
Less: Carrying value of net assets disposed		2,969,862
Gain on Sales of Mega Fortune	$	2,452,638

The ~~(V)~~following ~~Recently~~table ~~Issued~~shows ~~Accounting~~the ~~Standards~~carrying value of net assets disposed:

NOTE 3 – BUSINESS ACQUISITION

	July 5, 2024
Cash and cash equivalents	$	230,232
Other current assets		1,831,334
Non-current assets		2,335,812
Bank loans		(507,441	)
Other liabilities		(920,075	)
Carrying value of net assets disposed	$	2,969,862

OnThe ~~March~~carrying ~~22,~~amounts ~~2023,~~of the ~~Company~~assets ~~acquired~~and ~~100%~~liabilities of the ~~issued~~three ~~and~~reportable ~~outstanding~~segments ~~shares~~were ofclassified ~~QBS~~as ~~System~~held ~~pursuant~~for tosale ain ~~Share~~our ~~Exchange Agreement,~~consolidated ~~dated~~balance ~~December~~sheets 15as of September 30, ~~2022~~2023. byThe asset and ~~among~~liability ~~QBS~~balances ~~System~~as ~~Limited~~of ~~and~~September 30, 2023 were classified as current as we anticipated the ~~Seller~~sale of these assets and liabilities within a one year period. The carrying amounts were as follows:

~~Pursuant~~ SCHEDULE toOF ~~the~~DISCLOSURE ~~Share~~OF ~~Exchange~~LONG ~~Agreement,~~LIVED ~~the~~ASSETS ~~Company~~HELD ~~acquired~~FOR from the Seller all of the issued and outstanding shares in the capital stock of QBS System, and as consideration therefor, the Company issued and sold to the Seller upon the closing of the Acquisition an aggregate number of 8,939,600 shares of the Company’s common stock.SALE

The table below summarizes the fair value of the consideration transferred in the acquisition:

	2023
Cash and cash equivalents	$	621,001
Accounts receivable, net of allowances		1,431,201
Due from related parties		116,419
Prepaid expenses and other current assets		389,075
Deferred tax assets		22,481
Total current assets held for sale		2,580,177

Property and equipment, net		6,783
Goodwill		1,840,202
Acquisition-related intangibles		159,481
Right-of-use assets		33,481
Total assets held for sale	$	4,620,124

~~SCHEDULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED IN ACQUISITION~~F-12

Purchase consideration

	Amount
Common Stock - 8,939,600 shares @0.35	$	3,128,860
Purchase consideration	$	3,128,860

F-15

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

	2023
Bank loans - current portion	$	104,608
Accounts payable		78,064
Accrued expenses and other current liabilities		115,195
Due to related parties		365,061
Operating lease liabilities		37,789
Income tax payable		46,699
Total current liabilities for sale		747,416

Bank loans		483,950
Operating lease liabilities		-
Deferred tax liabilities – arise from fair value gain		26,315
Total liabilities for sale	$	1,257,681

~~The~~Summarized ~~purchase~~results ~~consideration~~of ~~was~~discontinued ~~allocated~~operations for the three reportable segments are as follows:

SCHEDULE OF ~~ASSET~~DISCONTINUED ~~ACQUIRED AND LIABILITIES ASSUMED~~OPERATIONS

	Initial Estimated						Revised Estimated
	For the Year Ended September 30,
	Fair value			Adjustments			Fair Value
	2024			2023
Purchase consideration	$	3,128,860		$	-		$	3,128,860
Revenue, net	$	2,979,793	$		1,448,176
Cash and equivalents	$	565,449		$	-		$	565,449
Cost of revenue		(1,526,853	)		(961,818	)
Other current assets		1,934,505			141,817			1,792,688
Operating expenses		(2,230,942	)		(581,436	)
Property and Equipment		15,610			-			15,610
Other income		244,259			344,461
Acquisition-related intangibles		-			(199,725	)		199,725
Interest (expenses) income, net		(15,456	)		(10,752	)
Deferred tax		8,123			-			8,123
Income from discontinued operations before taxes		(549,199	)		238,631
Right-of-use assets		55,619			-			55,619
Income taxes		151,185			(2,357	)
Total assets acquired		2,579,306			-			2,637,214
Income from discontinued operations, net of tax	$	(398,014	)	$	236,274
Bank loans		(640,467	)		-			(640,467	)
Deferred tax liabilities – arise from fair value gain		-			32,955			(32,955	)
Other liabilities		(664,001	)		11,133			(675,134	)
Total liabilities assumed		(1,304,468	)					(1,348,556	)
Fair value of net assets acquired		1,274,838			(13,820	)		1,288,658
Goodwill	$	1,854,022		$	13,820		$	1,840,202

The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management.F-13

Goodwill arising from the acquisition of QBS System is not expected to be deductible for income tax purposes.

Following are details of the purchase consideration allocated to acquired intangible assets:

SCHEDULE OF FAIR VALUE OF PURCHASE CONSIDERATION ALLOCATED TO ACQUIRED INTANGIBLE ASSETS

			Weighted-
	Fair value		estimated useful
Customer relationships	$	199,725	2.9 years
Identified intangible assets subject to amortization		199,725

Customer relationships represent the fair value of existing contractual relationships and customer loyalty determined based on existing relationships using the income approach, specifically, the multi-period excess earnings method.

The fair value of the identified intangible assets subject to amortization are amortized over the assets’ estimated useful lives based on the pattern in which the economic benefits are expected to be received to cost of sales and operating expenses.

F-16

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September~~Summarized ~~30,~~cash ~~2023~~flow ~~and~~information ~~2022~~for the three reportable segments discontinued operations are as follows:

~~Acquisition-related~~SCHEDULE ~~costs~~OF ~~are~~CASH ~~being~~FLOW expensed as incurred and are included in general and administrative expenses in the consolidated statements of operation. The Company recognized acquisition-related costs of $1,015,000 during the year ended September 31, 2023.INFORMATION

NOTE 4 – CASH AND EQUIVALENTS


	Year Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Amortization	$	51,653		$	40,244
Depreciation		3,779			10,592
Lease amortization		35,026			23,802
Allowance of expected credit losses		1,402,732			206,140
Reversal of allowance of expected credit losses		(165,477	)		(308,856	)
Deferred income taxes		(212,059	)		(20,977	)

Increase in accounts receivable		(1,116,593	)		(52,747	)
Increase in prepaid expenses and other current assets		(589	)		(952	)
Cash used in assets held for sale		(1,117,182	)		(53,699	)

Decrease in accounts payable		(51,181	)		(137,369	)
Decrease in operating lease liabilities		(39,622	)		(23,793	)
(Decrease)/Increase in accrued expenses and other current liabilities		(60,487	)		80,176
Increase in income tax payable		58,512			56,827
Cash used in liabilities held for sale	$	(92,778	)	$	(24,159	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from purchase of a subsidiary	$	-		$	565,449
Purchase of property, plant and equipment	$	(7,600	)	$	-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings	$	(81,605	)	$	(53,189	)
Advances from related party	$	193,109		$	-

~~Cash~~NOTE is4 ~~composited~~- ~~of the following~~INVESTMENTS

SCHEDULE OF ~~CASH AND EQUIVALENTS~~ INVESTMENTS

	September 30,		September 30,
	2024		2023
	2023		2022
Cost Method Investment
Cash at bank	$	619,323	$	-
Elison Virtus Company Limited	$	5,422,500	$	-
Cash on hand		1,678		-
Total	$	621,001	$	-

~~NOTE~~On July 5, –2024, ~~ACCOUNTS~~the ~~RECEIVABLE~~Company entered into a Share Purchase Agreement. As consideration for entering into this agreement, ~~NET~~the OFCompany received ~~ALLOWANCES~~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.

~~Accounts~~NOTE ~~receivable~~5 ~~consisted~~- ofRELATED ~~the~~PARTY ~~following:~~TRANSACTIONS

~~SCHEDULE~~The Company OFowed ~~ACCOUNTS~~a ~~RECEIVABLE~~related company, Flywheel Financial Strategy (Hong Kong) Company Limited of $743,261 and $456,966 as of September 30, 2024 and 2023, respectively for advances from the related company, which was repayable on demand and interest free.

	September 30,		September 30,
	2023		2022
Accounts receivable	$	1,650,729	$	-
Less: allowance for expected credit losses		219,528		-
Accounts receivable, net	$	1,431,201	$	-

NOTE 6 – SUBSEQUENT EVENTS

The ~~movement~~Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“~~Allowance~~ASC 855”), which provides guidance to establish general standards of accounting for ~~expected~~and ~~credit~~disclosures ~~losses”~~of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for ~~year~~potential ~~ended~~recognition ~~September~~or 30disclosure in the consolidated financial statements, ~~2023~~(ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and ~~2022~~(iii) ~~was~~the asdisclosures ~~follows:~~that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure.

	September 30,			September 30,
	2023			2022
Balance at beginning of period	$	-		$	-
Provision from acquisition		324,784			-
Reversal of allowance of expected credit losses		(308,856	)
Provision during the period		206,140			-
Translation adjustment		(2,540	)		-
Balance at end of period	$	219,528		$	-

F-14

F-17

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS CONSISTED

	September 30,		September 30,
	2023		2022
Advisory fees prepaid for business development	$	323,921	$	-
Deposits		13,938		-
Advance to suppliers		51,086		-
Others		3,797		-
Total Prepaid expenses and other current assets	$	392,742	$	-

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT, NET

The following is a summary of property and equipment:

SCHEDULE OF PROPERTY AND EQUIPMENT CONSISTED

	September 30,		September 30,
	2023		2022
Furniture and Fixtures	$	23,765	$	-
Computer Equipment		71,290		-
Property and equipment, gross		95,055		-
Less: accumulated depreciation		88,272		-
Property and equipment, net	$	6,783	$	-

NOTE 8– LEASES

The Company leases offices. Rental contract is for periods of 36 months. The lease agreement has no covenants.

Accumulated ROU assets and amortization are as follows :

SCHEDULE OF LEASE EXPENSE

	September 30,		September 30,
	2023		2022
Operating lease cost - office	$	139,419	$	-
Less: accumulated amortization		105,938		-
ROU assets, net	$	33,481	$	-

F-18

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

The following is leases liabilities:

SCHEDULE OF LEASE LIABILITIES

	September 30,		September 30,
	2023		2022
Current portion	$	37,789	$	-
Non-current portion		-		-
Total operating lease current and non current	$	37,789	$	-

The following is a summary of the weighted remaining leases term and the weighted average discount rate for the

Company’s leases at September 30, 2023 and 2022:

SCHEDULE OF WEIGHTED REMAINING LEASES TERM AND THE WEIGHTED AVERAGE DISCOUNT RATE

	September 30,			September 30,
	2023			2022
Weighted average remaining lease term
Operating leases		0.67			Not applicable
Weighted average discount rate
Operating leases		5	%		Not applicable

During year ended September 30, 2023 and 2022, cash paid for operating leases liabilities was $26,562 and $0 respectively.

The Company’s leases have remaining lease terms inclusive of renewal or termination options that the Company is reasonably certain to exercise. The following table summarizes the maturity of the Company’s operating lease liabilities as of September 30, 2023:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS FOR OPERATING LEASES

Year Ending September 30
2024	$	38,341
Total operating lease payments		38,341
Less: Imputed interest		552
Total operating lease liabilities	$	37,789

There were no corresponding impairment charges during the year ended September 30, 2023 and 2022.

F-19

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

NOTE 9 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	September 30,		September 30,
	2023		2022
Accrued expenses	$	78,050	$	22,920
Accrued employee cost		76,841		-
Sales tax payable		15,198		-
Total accrued expenses and other current liabilities	$	170,089	$	22,920

NOTE 10 - BANK LOANS

A summary of the Company’s loans payable is as follows

SCHEDULE OF LOANS PAYABLE

	September 30,		September 30,
	2023		2022
Bank loans
HK$3,550,000 8 years loan (note a) (a)	$	326,202	$	-
HK$1,450,000 8 years loan (note b) (b)		152,526		-
HK$1,000,000 8 years loan (note c) (c)		109,830		-
Total	$	588,558	$	-
Current portion	$	104,608	$	-
Non-current portion		483,950		-
Total	$	588,558	$	-

	(a)	On April 27, 2020, the QBS System was granted a bank loan from Bank of China (Hong Kong) Limited of HK$3,550,000. The loan has interest of 2.5% below the Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited from time to time and is secured by the personal guarantees of the QBS System’s Director, Mr. Wong Chi Fung and shareholder, Mr. Kwan Ping Yuen and guarantee from the HKMC Insurance Limited under the SME Financing Guarantee Scheme. The Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited as of September 30, 2023 was 6.125%. The outstanding principal and interest accrued is payable by 56 equal monthly instalments, commencing 13 months after the date of drawdown.
	(b)	On October 10, 2020, the QBS System was granted a bank loan from Bank of China (Hong Kong) Limited of HK$1,450,000. The loan has interest of 2.5% below the Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited from time to time and is secured by the personal guarantees of the QBS System’s Director, Mr. Wong Chi Fung and shareholder, Mr. Kwan Ping Yuen and guarantee from the HKMC Insurance Limited under the SME Financing Guarantee Scheme. The Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited as of September 30, 2023 was 6.125%. The outstanding principal and interest accrued is payable by 63 equal monthly instalments, commencing on 13 months after the date of drawdown.

F-20

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

(c) On June 28, 2021, the QBS System was granted a bank loan from Bank of China (Hong Kong) Limited of HK1,000,000. The loan has interest of 2.5% below the Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited from time to time and is secured by the personal guarantees of the QBS System’s Director, Mr. Wong Chi Fung and shareholder, Mr. Kwan Ping Yuen and guarantee from the HKMC Insurance Limited under the SME Financing Guarantee Scheme. The Hong Kong Dollars Prime Rate quoted by The Hong Kong Mortgage Corporation Limited as of September 30, 2023 was 6.125%. The outstanding principal and interest accrued is payable by 71 equal monthly instalments, commencing on 13 months after the date of drawdown.

Fund-based and non-fund-based credit facilities with banks are available for operational requirements in the form of overdrafts and short-term loans. As of September 30, 2023, the limits available were $766,602, of which $614,772 was utilized, constituting non-funded drawdown.

NOTE 11 - INCOME TAX

The income tax benefit for the year ended September 30, 2023 and 2022 is summarized as follows:

SCHEDULE OF INCOME TAX BENEFIT

	2023			2022
Current tax expense:
Hong Kong profits tax
Provision for the period	$	24,100		$	-
One-off tax deduction		(766	)		-
Current tax expense		23,334			-
Deferred tax benefit:
Hong Kong profits tax
Deferred tax benefit		(20,977	)		-
Total income taxes	$	2,357		$	-

The Company is subject to a Federal Corporate tax rate of 21% for year ended September 30, 2023. No income tax was provided in the CFS as the Company does not have assessable profit during the year.

Subsidiary in Hong Kong is subject to Hong Kong profit tax and profits tax was provided in the CFS on the estimated assessable profit for the first HK$2 million at 8.25% and on the estimated assessable profit above HK$2 million for the period at 16.5%. One-off tax reduction is tax concession on the final tax of the period assessment fiscal 2023 at 100% with a ceiling of $1,284. The Company did not make any provision for Hong Kong profits tax as the Company incurred a loss during the year and there were no assessable profits for year ended September 30, 2023.

Subsidiary in Australia is subject to a tax rate of 25% for year ended September 30, 2023. The subsidiary is qualified for the reduced tax rate that fall below turnover threshold of AUD 50 million (USD 37 million). No Australian income tax was provided in the CFS as the subsidiary does not have assessable profit during the year.

F-21

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

A reconciliation of the provision for income taxes compared with the amount at the tax rate for the year ended September 30, 2023 and 2022 was as follows:

SCHEDULE OF PROVISION FOR INCOME TAXES

	2023			2022
Loss before income tax expense	$	(1,080,432	)	$	-
Tax charge at the applicable tax rate	$	(225,080	)	$	-
Tax effect on foreign tax rate differential		(12,799	)
Tax effect of expenses not deductible		277,736			-
Tax effect of exempted bank interest income not taxable		(19	)		-
Tax effect of tax benefits		(24,866	)
Others		(12,615	)		-
Total income taxes	$	2,357		$	-

The components and movements in deferred tax assets (liabilities) are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

	Accelerated			allowance for
	depreciation			expected credit
	allowances			losses		Total
At September 30, 2022	$	-		$	-	$	-
Deferred taxation from acquisition		(2,420	)		10,563		8,143
Deferred taxation credited to statement of operation		1,401			12,936		14,337
Translation difference		1			-		1
At September 30, 2023	$	(1,018	)	$	23,499	$	22,481

	Acquisition-
	related
	intangibles			Total
At September 30, 2022	$	-		$	-
Deferred taxation from acquisition		(32,955	)		(32,955	)
Deferred taxation credited to statement of operations		6,640			6,640
Translation difference		-			-
At September 30, 2023	$	(26,315	)	$	(26,315	)

F-22

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

NOTE 12 - EQUITY

On March 22, 2023, The Company issued 8,939,600 newly shares of the Company’s common stock, par value $0.0001 in exchange for all of the issued and outstanding shares of QBS System at a purchase consideration of approximately $3,128,860, based on the closing price of Flywheel common stock on Over-the-Counter-Markets of $0.35 on March 22, 2023

On May 24, 2023, the Company was issued 1,450,000 shares of common stock to each of Sau Ping Leung and So Ha Tsang for advisory fee at market price of US$0.35 per share. Stock-based compensation expenses for the year ended September 30, 2023 was US$1,015,000. These two individuals collectively hold 30% of Blue Print.

NOTE 13 - NET REVENUE

Disaggregation of revenue:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022
IoT projects and ventures BPO services	$	714,424	$	-
IoT software and hardware engineering services		426,704		-
IoT maintenance and support services		307,048		-
Net revenue	$	1,448,176	$	-

NOTE 14 - EMPLOYEE BENEFITS

The Company contributes to a Mandatory Provident Fund plan which is available to all employees in Hong Kong. Mandatory contributions for the both employees and employers to the plan are payable at 5% of the employee’s relevant income, subject to the maximum monthly contribution of $193 (equivalent to HK$1,500). No contribution from the employee is required if his / her income is less than the minimum relevant income level of $916 (equivalent to HK$7,100). The Company’s contributions to this plan are expensed as they fall due. The total provision and contributions made for such employee benefits was $5,876 and $0 for the year ended September 30, 2023 and 2022 respectively.

Employees of the Company’s Australian subsidiary are entitled to receive retirement benefits from the Emergency Services Superannuation Scheme in Australia. The benefit amounts are calculated based on the member’s periods of service and final average salary. The total contributions made for such employee benefits was $0 and $0 for the year ended September 30, 2023 and 2022, respectively.

F-23

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

NOTE 15 - SEGMENTS

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer (being the chief operating decision maker) in assessing performance and determining the allocation of resources. The Company operates in three reportable segments; provision of IoT maintenance and support services, IoT projects and ventures BPO services and IoT software and hardware engineering services in Hong Kong. The accounting policies of the segments are the same as described in the summary of significant accounting policies. The Company evaluates segment performance based on income from operations. All inter-company transactions between segments have been eliminated. As a result, the components of operating income for one segment may not be comparable to another segment. The following is a summary of the Company’s segment information as of and for the year ended September 30, 2023:

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT

	IoT BPO			IoT development			IoT maintenance and support			Total Reportable
	services			services			services			segments
For the year ended September 30, 2023
Revenues	$	714,424		$	426,704		$	307,048		$	1,448,176
Cost of revenue		(363,428	)		(329,516	)		(268,874	)		(961,818	)
Gross profit		350,996			97,188			38,174			486,358
Net loss from operations		(697,634	)		(416,676	)		(299,832	)		(1,414,141	)
Depreciation and amortization		36,821			21,992			15,825			74,638

	September 30,		September 30,
Segment of assets	2023		2022
IoT BPO services	$	2,281,040	$	-
IoT development services		1,362,397		-
IoT maintenance and support services		980,354		-
Total	$	4,623,791	$	-

NOTE 16 - RELATED PARTY TRANSACTIONS

The Company advanced to a related company, Wolf Asia Pty Limited, of $83,539 as of September 30, 2023 for advances to the related company, which was repayable on demand and interest free.

The Company advanced to a related company, QBS Flywheel Limited, of $32,880 as of September 30, 2023 for advances to the ultimate holding company, which was repayable on demand and interest free.

F-24

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

The Company owed a related party $71,365 as of September 30, 2023 for advances from a director, Mr. Wong Chi Fung, which was repayable on demand and interest free.

The Company owed a related company, QBS Group Limited, of $293,696 as of September 30, 2023 for advances from the related company, which was repayable on demand and interest free.

The Company owed a related company, Flywheel Financial Strategy (Hong Kong) Company Limited of $456,966 as of September 30, 2023 for advances from the related company, which was repayable on demand and interest free.

Due from related parties consisted of the following:

SCHEDULE OF AMOUNT DUE FROM RELATED PARTIES

	September 30,		September 30,
	2023		2022
Amount due from Wolf Asia Pty Limited	$	83,539	$	-
Amount due from QBS Flywheel Limited		32,880		-
Due from related parties	$	116,419	$	-

Due to related parties consisted of the following:

	September 30,		September 30,
	2023		2022
Amount due to a director	$	71,365	$	-
Amount due to QBS Group Limited		293,696		-
Amount due to Flywheel Financial Strategy (Hong Kong) Company Limited		456,966		181,210
Due to related parties	$	822,027	$	181,210

NOTE 17 - CONCENTRATIONS AND RISKS

During the year ended September 30, 2023 and 2022, 100% of the Company’s assets were located in Pacific Asia.

Net revenue from geographic areas based on the location of the Company’s service delivery centres for the year ended September 30, 2023 and 2022 is as follows.

SCHEDULE OF NET REVENUE FROM GEOGRAPHIC AREAS BASED ON THE LOCATION OF THE COMPANY

	For the year ended
	September 30,
	2023		2022
Hong Kong	$	1,448,176	$	-
Australia		-		-
Total	$	1,448,176	$	-

F-25

FLYWHEEL ADVANCED TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

Details of the customers accounting for 10% or more of the Company’s total revenue and account receivables are as

SCHEDULE OF TOTAL CUSTOMER AND SUPPLIERS

	Customer A		Customer B
For the year ended
September 30, 2023	$	414,955	$	192,539
Revenue	$	414,955	$	192,539
Accounts receivable
As of September 30, 2023	$	351,215	$	1,022
Accounts receivable	$	351,215	$	1,022

Details of the suppliers accounting for 10% or more of the Company’s total cost of revenue and account payables are

	Supplier A		Supplier B		Supplier C		Supplier D
For the year ended
September 30, 2023	$	157,300	$	102,143	$	79,522	$	63,839
Cost of revenue	$	157,300	$	102,143	$	79,522	$	63,839
Accounts payable
As of
September 30, 2023	$	39,336	$	-	$	36,394	$	-
Accounts payable	$	39,336	$	-	$	36,394	$	-

F-26

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

	●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management; and

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, ~~2023~~2024, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

The Company does not have sufficient segregation of duties within accounting functions due to only having ~~two~~one officer and limited resources.

	●	The Company does not have an independent board of directors or an audit committee.

	●	The Company does not have written documentation of our internal control policies and procedures.

	●	All of the Company’s financial reporting is carried out by a financial consultant.

-32-

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There have been no changes in our internal control over financial reporting during the year ended September 30, ~~2023~~2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

-20-

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

Name	Age	Positions
Tang Siu Fung	43	President, Chief Executive Officer, and Chairman of the Board of Directors
Luk Yuen Leung	78	President, Chief Executive Officer, and Chairman of the Board of Directors
Cheng Sin Yi	38	Secretary and Treasurer

~~Tang~~Luk ~~Siu~~Yuen ~~Fung,~~Leung ~~President,~~has ~~Chief~~exclusive ~~Executive~~experience ~~Officer~~in management and ~~Chairman~~business ofdevelopment in the ~~Board~~Garment and Textile Industry. From 1996 to present, Mr. Luk served as director of ~~Directors~~Polytex Alliance Ltd., a Hong Kong company, where he is responsible for business development strategy and the department’s management.

Tang Siu Fung has served as our President and Chief Executive Officer of our company and as our Chairman since the Share Exchange in September 2021. Mr. Tang has over 20-years of experience in the banking and financial services industry and has gained well-rounded experience and knowledge throughout the years serving in both international and local financial institutions in Hong Kong, including The Hong Kong and Shanghai Banking Corporation Limited, Standard Chartered Bank (Hong Kong) Limited and the subsidiary of Bank of China Limited. By setting out clear aims and objectives, Mr. Tang directs and oversees the business’s overall strategic direction, developing high-quality business strategies and leading the company to achieve short term, as well as long term, goals.

Cheng Sin Yi, Secretary and Treasurer

Cheng Sin Yi has served as our head of the Merger and Acquisition Department and as Secretary and Treasurer since the Share Exchange in September 2021. Ms. Cheng was an Executive Officer in Cherry Body Fashions Mfy. Limited since 2012, responsible for all operational matters and external affairs of the organization. Ms. Cheng has extensive business management experience and excellent business negotiation skills. In 2017, Ms Cheng has co-founded Road to Greatness Consultancy Company Ltd. Ms. Cheng graduated in 2008 as a Master of Business Administration from Kurt Bosch University in Switzerland.

-33-

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Director Independence

The Board currently consists of one (1) member. Our sole director is not independent. We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.

Audit Committee

We do not presently have an audit committee. The Board currently acts as our audit committee.

Compensation Committee

We do not presently have a compensation committee. The Board currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. The Board currently acts as our nominating committee.

Code of Ethics

Our Board has not adopted a Code of Ethics due to the Company’s size and lack of employees.

Board Leadership Structure

We have chosen to combine the Chief Executive Officer and Board Chairman positions.

-21-

Delinquent Section 16(a) Reports

Not Applicable

Involvement in Certain Legal Proceedings

~~Neither~~Our ~~our~~ sole director, ~~nor~~who is also our sole executive ~~officers~~officer, has not been involved in any of the following events during the past ten years:

	●	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	●	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	●	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

	●	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

-34-

Board Diversity

The Board reviews, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Board, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

	●	personal and professional integrity;

	●	ethics and values;

	●	experience in the industries in which we compete;

	●	experience as a director or executive officer of another publicly held company;

	●	diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

	●	conflicts of interest; and

	●	practical business judgment.

Family Relationships

There are no family relationships among our executive officers or members of our board of directors.

Significant Employees

While the Company has engaged various consultants, other than management, we currently have no significant employees.

QBS System has entered into employment contracts with Mr. Wong Chi Fung and Mr. Kwan Ping Yuen.

QBS System appointed Mr. Wong Chi Fung as Chief Executive Officer by letter dated April 1, 2022.

QBS System appointed Ms. Kwan Ping Yuen as Chief Technology Officer by letter dated April 1, 2022.

The Company currently has no compensation plans or arrangements.

ITEM 11. EXECUTIVE COMPENSATION

The following information is related to the compensation paid, distributed, or accrued by us for the fiscal years ended September 30, ~~2023~~2024, and September 30, ~~2022~~2023, to our Chief Executive Officer (principal executive officer) during the last fiscal year and the two other most highly compensated executive officers serving as of the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”):

For the last two fiscal years ended September 30, ~~2023~~2024, and ~~2022~~2023, the Company has not paid any compensation to its executive officers.

-22-

Named Executive Officer Employment Agreements

None.

Termination Provisions

As of the date of this ~~Current~~Annual Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

-35-

Outstanding Equity Awards at Fiscal Year End

As of September 30, ~~2023~~2024, none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards.

Director Compensation

To date, we have not paid our directors any compensation for services on the Board.

Equity Compensation Plan Information

The Company does not have any securities authorized for issuance or outstanding under an equity compensation plan or equity compensation grants made outside of such a plan.

Compensation of Directors

To date, we have not paid our directors any compensation for services on the Board.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no arrangements for officers, employees or consultants that would result from a change-in-control.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

No director, executive officer, associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of December 2227, ~~2023~~2024, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding common stock, (ii) director of the Company, (iii) each of the Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a group based upon 29,591,164 shares outstanding as of ~~December~~ 22December 27, ~~2023~~2024.

Name and Address of Beneficial Owners of common stock1	Title of Class	Amount and Nature of Beneficial Ownership		% of Common Stock
Tang Siu Fung2	common stock		11,455,645		38.71	%
Luk Yuen Leung	-		-		-	%
Cheng Sin Yi	—		—		*
DIRECTORS AND OFFICERS – TOTAL (1 person)	-		-		-	%
DIRECTORS AND OFFICERS – TOTAL (2 persons)					38.71	%
5% SHAREHOLDERS
Sparta Universal Industrial Ltd. 2	common stock		11,455,645		38.71	%
Sparta Universal Industrial Ltd.2	common stock		11,455,645		38.71	%
QBS Flywheel Limited	common stock		8,939,600		30.21	%

* Less than 1%.

¹Unless otherwise indicated, the business address of each individual or entity listed in the table is c/o: Flywheel Advanced Technology, Inc., 123 West Nye Lane, Suite 455, Carson City, Nevada 83702.

2 ~~Our~~Tang ~~President,~~Siu ~~Chief Executive Officer and Chairman of the Board~~Fung, ~~Mr. Tang,~~ is the controlling shareholder of Sparta Universal Industrial Ltd., which holds 11,455,645 shares of the Company’s common stock.

The business address for QBS Flywheel Limited is “GATEWAY” L36, 1 Macquarie PI, Sydney, NSW 2000, Australia.

-3623-

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000.00 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s common stock, or an immediate family member of any of those persons.

Except as disclosed below, since the beginning of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:

	●	any Director or officer of our Company;

	●	any proposed Director or officer of our Company;

	●	any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our Common Stock; or

	●	any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

On July 13, 2021, pursuant to a Stock Purchase Agreement between NYJJ and Sparta, wherein Sparta purchased the A-1 Preferred Shares of the Company. As a result, Sparta became an approximately 90% holder of the voting rights of the issued and outstanding shares of the Company, on a fully diluted basis, and became the controlling shareholder. Sparta is controlled by Tang Siu Fung, our chief executive officer and chairman of the board of directors.

On September 15, 2022, Sparta provided notice to the Company to convert all of the issued and outstanding A-1 Preferred Shares 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.

As of March 22, 2023, Sparta, our majority stockholder, entered into subscription agreements with 29 investors pursuant to which Sparta sold 4,764,547 shares of common stock of the Company for an aggregate purchase price of $12,975,348.18. The sale was made pursuant to an exemption from securities registration provided under Regulation S of the Securities Act. Accordingly, as of the date of this Annual Report on Form 10-K, Sparta is currently the holder of 11,455,645 shares of common, or approximately 38.71% of 29,591,164 stock issued and outstanding.

~~QBS~~On ~~System~~July ~~owed~~5, ~~$71~~2024,~~365~~ asthe ofCompany ~~September~~entered 30into a share purchase agreement with Mericorn Company, ~~2023~~which is 25% held by Ms. Tin Sze Wai, ~~for~~the ~~advances~~spouse of ~~from~~Tang Siu Fung, a ~~director~~significant shareholder of FWFW, ~~Mr.~~for ~~Wong~~the ~~Chi~~sale ~~Fung~~of all of the equity in the Company’s wholly owned subsidiary, Mega Fortune, which ~~amounts~~is ~~are~~comprised ~~repayable~~of onthe ~~demand~~ Company’s subsidiaries Ponte Fides, QBS System and ~~interest~~QBS ~~free~~System at consideration of HK$56,360,000 (or approximately $7,230,000). Mericone Company transferred 938 shares of Elison, or 9.38%, held in the name of Mericone Company to FWFW.

QBS System owes QBS Group Limited, of which the director of QBS System Mr. Wong Chi Fung is the director and shareholder, $293,696 as of September 30, 2023, respectively, for advances from QBS Group Limited, which amounts are repayable on demand and interest-free.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:

	September 30, 2023		September 30, 2022
	September 30, 2024		September 30, 2023
Audit Fee	$	145,550	$	38,200
Audit and Quarterly Review Fees	$	90,500	$	145,550
Total fees paid or accrued to our principal accountant	$	77,801	$	38,200

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Description
3.1.1		Articles of Incorporation, filed as Exhibit 3.1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on May 27, 2010.

3.1.2		Certificate of Amendment, effective April 26, 2013, filed as Exhibit 3.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 1, 2013.

3.1.3		Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada, filed as Exhibit 3.10 to Quarterly Report on Form 10-Q, for the period ended March 31, 2022, filed with the Securities and Exchange Commission on May 13, 2022.

3.2		Bylaws, filed as Exhibit 3.2 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on May 27, 2010.

3.4.1		Series A Convertible Preferred Stock Certificate of Designations, effective September 24, 2012, filed as Exhibit 3.1 to Registration Statement on Form S-1, filed with the Securities and Exchange Commission on September 26, 2012.

3.4.2		Amendment to the Certificate of Designation of the Series A-1 Preferred Stock as filed with the Secretary of State of the State of Nevada on September 15, 2022, filed as Exhibit 3.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 22, 2022.

3.4.3		Series B Non-Convertible Preferred Stock Certificate of Designations, effective November 8, 2012, filed as Exhibit 3.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 9, 2012.

3.4.4		Amended and Restated Series C Preferred Stock Certificate of Designation, effective October 18, 2013, filed as Exhibit 3.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 18, 2013.

3.4.5		Series D Convertible Preferred Stock Certificate of Designations, filed on October 16, 2012, filed as Exhibit 3.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 17, 2013.

10.1		Shareholder Agreement dated December 7, 2022, by and among Flywheel Advance Technology, Inc., So Ha Tsang, and Sau Ping Leung, filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2022.

10.2		Agency Agreement, dated December 7, 2022, by and between International Supply Chain Alliance Co., Ltd. and Blue Print Global, Inc., filed as Exhibit 10.2 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 12, 2022.

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10.3		Share Exchange Agreement, dated December 15, 2022, by and among Flywheel Advance Technology, Inc., QBS System Limited, and QBS Flywheel Limited., filed as Exhibit 10.3 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2022

10.4		Form of Lock-Up Agreement, filed as Exhibit 10.4 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.5		Form of Non-Disclosure and Non-Compete Agreement, filed as Exhibit 10.5 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.6		Engagement Letters, dated April 1, 2022, between QBS System Limited and [redacted] for System IoT Business Process Outsourcing Services, filed as Exhibit 10.6 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.7		Engagement Letter, dated December 11, 2020, between QBS System Limited and [redacted] Security and Monitoring Services, filed as Exhibit 10.7 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.8		Facility Letter, dated April 27, 2020, from the Bank of China (Hong Kong) Limited to QBS System, filed as Exhibit 10.8 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.9		Facility Letter, dated October 10, 2020, from the Bank of China (Hong Kong) Limited to QBS System, filed as Exhibit 10.9 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

10.10		Facility Letter, dated June 28, 2021, from the Bank of China (Hong Kong) Limited to QBS System, filed as Exhibit 10.10 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2023

99.1		Notice of Entry of Order Barring Claims and Terminating Custodianship, filed as Exhibit 99.1 to Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2020.

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FLYWHEEL ADVANCED TECHNOLOGY, INC.
Dated: January 16, 2024	By:	/s/ Tang Siu Fung
Dated: January 14, 2025	By:	/s/ Luk Yuen Leung
		Tang Siu Fung Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
		Luk Yuen Leung Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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Filing Compare · FLYWHEEL ADVANCED TECHNOLOGY, INC.