Annual Report for Fiscal Year Ending September 30, 2025 (Form 10-K)

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. Actual results and timing of events could differ the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Flywheel Advanced Technology, Inc. ("FWFW") (formerly known as Pan Global Corp.) was incorporated in the state of Nevada on April 30, 2010. On November 30, 2022, FWFW incorporated Blue Print Global, Inc. ("Blue Print") in the British Virgin Islands to establish an operation to source the supply and sale of warehouse patrol robots. FWFW holds 85% of Blue Print, and the balance is held by an individual unrelated to the Company. 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 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.

Through QBS System, we offered a comprehensive range of IoT services, including consulting, development and implementation, analytics, support, and continuous evolution. QBS System's business portfolio encompassed IoT integration solutions, maintenance and support services, IoT projects and ventures, Business Process Outsourcing ("BPO") services, and nearly twelve years of experience in Hong Kong providing both IoT software and hardware engineering services. Its clientele spanned a wide array of industries, including logistics and supply chain management, food & beverage, automation, and smart buildings. QBS System's IoT solutions supported applications such as connected enterprise equipment and industrial assets, including machines and robots, which are integral to the fourth industrial revolution, or "Industry 4.0."

On January 30, 2024 and on February, 13, 2024, the Company incorporated Mega Fortune Company Limited ("Mega Fortune") in the Cayman Islands and Ponte Fides Company Limited ("Ponte Fides") in the British Virgin Islands, respectively. On April 29, 2024, the Company transferred all issued and outstanding shares of QBS System to Ponte Fides for HK$100 as part of a restructuring. Following the completion of the share transfer, there were no changes to the officers and directors of the Company, and QBS System continued its operations as an indirect wholly owned subsidiary of the Company.

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

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

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

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

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

On July 5, 2024, the Company and Mega Fortune, its wholly-owned subsidiary, completed the sale (the "Mega Fortune Disposition") to Mericorn Company Limited ("Mericorn"), which is non-wholly owned and controlled by spouse of a significant shareholder of FWFW, of all of the equity associated with Mega Fortune, which is comprised of the Company' s subsidiaries, Ponte Fides, QBS System and QBS System Pty, pursuant to a Share Purchase Agreement, dated as of July 5, 2024. Mega Fortune and its subsidiaries are engaged in the business of provision of IoT maintenance and support services, IoT BPO services and IoT development services in Hong Kong and Australia. Under the terms of the Share Purchase Agreement, Mericorn paid HK$56,360,000 (or approximately $7,230,000) by the transfer of 938 shares of its wholly owned subsidiary, Elison Virtus Company Limited ("Elison") from Mericorn to the Company for the Mega Fortune Disposition

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

On May 27, 2025, the Board of Directors of the Company appointed Chiu Chi Fai as Chief Marketing Officer, Luk Ngai Man Annie as Chief Human Resource Officer, Chui Ka Hei Anthony as Chief Operation Officer and Ho Chung Yin as Chief Strategy Officer.

Recent Developments:

On October 1, 2025, Blue Print, entered into an Agency Agreement (the "Agency Agreement") with XCoffee Robotics Trading Ltd. of Abu Dhabi ("XCoffee"). Pursuant to the Agency Agreement, Blue Print, as a supplier of a Robotic Arm Coffee Solutions (the "Product"), appointed XCoffee as its authorized non-exclusive agent to distribute the Product in Abu Dhabi, United Arab Emirates. The Agency Agreement is valid for three years, does not provide for the early termination option, and will be automatically renewed for another three years unless either party provides a written non-renewal notice at least 30 days before the expiration date.

On November 5, 2025, the Board of Directors of the Company appointed Ms. Kwan Suk On Maria as Senior Director of Global Markets of the Company, effective immediately. Ms. Kwan is appointed to serve until her successor has been duly appointed, unless she resigns, is removed from office, or is otherwise disqualified from serving as a Senior Director of Global Markets of the Company.

Shell Company

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

Plan of Operation

The Company's primary objective for the next 12 months and beyond is to achieve long-term growth through a business combination or the successful development of its operating business. As of the date of this report, the Company has not entered into any definitive agreements or specific discussions with potential business combination candidates. The Company has unrestricted flexibility in seeking, analyzing, and participating in potential business opportunities.

Potential Acquisition Structure

Should the Company pursue an acquisition, for which no assurances can be given, the structure of the transaction will depend on the specific opportunity, the needs of the Company, and the negotiating strength of all parties involved. Possible structures include leases, purchase and sale agreements, licenses, joint ventures, and other contractual arrangements. The Company may participate directly or indirectly through partnerships, corporations, or other forms of organization. Implementing such structures could involve mergers, consolidations, or reorganizations, and the Company may not necessarily emerge as the surviving entity.

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

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

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

Stockholder and Management Considerations

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

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

Search for Business Opportunities

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

Management Time and Resources

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

Competition and Market Conditions

We face significant competition in our efforts to identify and pursue a viable business venture. Our primary competitors are expected to include other organizations established and funded for similar purposes, such as small venture capital firms, blank check companies, and high-net-worth investors, many of which possess substantially greater financial and operational resources than we do.

Given our limited financial and human resources, we are at a competitive disadvantage relative to many of these entities in acquiring an operating business or assets essential to initiating operations in a new industry. Furthermore, the economic downturn resulting from the coronavirus pandemic has intensified competition, as many venture capital firms and individual investors are seeking to acquire businesses at discounted valuations. This heightened competition presents additional challenges to securing a business. We anticipate these conditions will persist until the economy fully recovers.

Even if we successfully acquire a business or assets to commence operations, we expect to encounter heightened barriers to entry in the chosen marketplace. These challenges may stem from reduced demand, increased raw material costs, or other economic forces beyond our control.

Regulation

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

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

Results of Operations:

Continuing Operations

Fiscal 2025 Compared to Fiscal 2024

Revenues

During the years ended September 30, 2025 and 2024, we did not realize any revenues from operations.

Operating expenses

For the year ended September 30, 2025, our total operating expenses was $110,646 and loss from operation was $5,533,146 resulting from impairment of investment of $5,422,500, general and administration expenses in the amount of $4,748, and professional fees in the amount of $105,898. For corresponding period ended September 30, 2024, operating expenses were $312,074, resulting from general and administration expenses in the amount of 8,064, and professional fees in the amount of $304,010. Operating expenses increased mainly due to the impairment loss of $5,422,500 recognized as of September 30, 2025 arose because management determined that the carrying amount of the investment exceeded its recoverable amount as uncertainty in future cash flows and lack of sufficient observable inputs, a reasonable assessment of recoverable amount could not be carried out, necessitating recognition of impairment.

Loss from operations

As a result of the foregoing, our loss from operations was $5,533,146 for the year ended September 30, 2025, compared to $312,074 for the year ended September 30, 2024.

Income taxes

Our income tax expenses incurred for the years ended September 30, 2025, and 2024 was $0.

Net loss

For the year ended September 30, 2025, our net loss was $5,533,146 compared to $312,074 for the year ended September 30, 2024. The decrease was primarily due to the impairment of investment.

Fiscal 2025 Compared to Fiscal 2024

Net Loss from Discontinued Operations

For fiscal year ended September 30, 2024, we had a net loss from discontinued operations of $398,014 during the year ended September 30, 2024 as a result of the Mega Fortune Disposition completed on July 5, 2024. During fiscal year ended September 30, 2025, there was no net loss from discontinued operations.

Liquidity and Capital Resources

Fiscal 2025 Compared to Fiscal 2024

As of September 30, 2025, we had current assets of $5,825, current liabilities of $936,737, and our cumulative working capital deficit was $930,912. Our operations have primarily been financed through the cash advances from a related company.

As of September 30, 2024, we had investments at cost, including 938 shares of Elison common stock with an estimated fair value of $5.42 million at 5 July 2024. We had current assets of $3,987, current liabilities of $824,253, and our cumulative working capital deficit was $820,266. Our operations have primarily been financed through cash advances from a related company.

Cash Flows

		For the Year Ended September 30,
		2025				2024
Net cash used in operating activities - continuing operations		$	(163,081	)		$	(286,296	)
Net cash used in operating activities - discontinued operations			-				(492,320	)
Net cash used in operating activities		$	(163,081	)		$	(778,616	)
Net cash used in investing activities - continuing operations		$	-			$	(228,084	)
Net cash used in investing activities - discontinued operations			-				(7,600	)
Net cash used in investing activities		$	-			$	(235,684	)
Net cash provided by financing activities - continuing operations		$	163,081			$	284,025
Net cash provided by financing activities - discontinued operations			-				111,504
Net cash provided by financing activities		$	163,081			$	395,529

Operating Activities

Cash flows from operating activities generally reflect net loss adjusted for certain non-cash items including depreciation and amortization, changes in deferred taxes, and changes in allowance of expected credit losses. For the year ended September 30, 2025, cash used in operating activities amounted to $163,081, compared to $778,616 for the same period in 2024. This decrease of $615,535 in cash used during the year ended September 30, 2025 was primarily due to no cash used in operating activities by the discontinued operations and decrease in operating expenses for the current year.

Investing Activities

Cash flows from investing activities reflect capital expenditure for the purchase of Company's assets. Cash used in investing activities during the year ended September 30, 2025 was $0 compared to cash used in investing activities of $235,684 mainly due to purchase of property, plant and equipment of $7,600 and cash outflow from disposal of subsidiaries of $228,084 during the year ended September 30, 2024 driven by the discontinued operations.

Financing Activities

Cash flows from financing activities generally reflect changes in debt activity during the period. Net cash provided by financing activities was $163,081 for the year ended September 30, 2025 compared to net cash provided by financing activities of $395,529 for the year ended September 30, 2024. Net cash provided by financing activities for the year ended September 30, 2025 was primarily attributable to advance from related party of $163,081. Net cash provided by financing activities for the year ended September 30, 2024 was attributable to repayment of borrowings of $83,876 and advances from related party of $479,405.

Going Concern

The Company incurred a net operating loss of approximately $5.5 million, had negative cash flows from operating activities of $0.2 million during the year ended September 30, 2025. The Company is currently in the process of entering into certain arrangements to raise additional capital, which it believes to be probable of occurring in the foreseeable future. Management believes the net cash provided by financing activities will not be sufficient to fund operations for the next 12 months and beyond. The expenses of the Company are financed by borrowings from a related company. As of September 30, 2025, the Company owes $906,342 to Flywheel Financial Strategy (Hong Kong) Company Limited, a related company. The amount owed is payable on demand and is interest free.

The Company expects that its cash and cash equivalents as of September 30, 2025 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.

Critical Accounting Policies and Estimates

The 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.

The historical results of business 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 presented in the accompanying consolidated statements of operations for the year ended September 30, 2024 as discontinued operations. See Note 3 - Discontinued Operations in the accompanying Notes to the Consolidated Financial Statements. Following presentation of the business activities of the three reportable segments as discontinued operations, the Company has no operations or revenue.

We are currently 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.

Investments

The Company applies the cost method of accounting to investments when it does not have significant influence or a controlling interest in the investee and the fair value of the investment is not readily determinable. Dividends on cost method investments received are recorded as income.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the investments during the year ended September 30, 2025 and determined that the carrying amount of the investment exceeded its recoverable amount as uncertainty in future cash flows and lack of sufficient observable inputs, a reasonable assessment of recoverable amount could not be carried out, necessitating recognition of impairment. Thus, the investment was fully impaired at September 30, 2025.

Recently issued Accounting Pronouncements

For the impact of recently issued accounting pronouncements on the Company's consolidated financial statements, see Note 2 (N) 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.