FWFW 10-K & 10-Q changes, risk factors and insider trading
Flywheel Advanced Technology, Inc. · OTC · Services-Miscellaneous Business Services · CIK 1492617 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
see in full comparisonCurrently, ourHistorically,onlythesignificantCompany’s primary assetare the sharesconsisted of its investment in Elison Virtus CompanyLimited.Limited, which was fully impaired as of September 30, 2025. Accordingly, we may be deemed to be an investment company under the Investment Company Act and as such, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the SEC or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially adversely affect our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming.
Our Common Stock trades on thesee in full comparisonOTCOTCIDPinkBasicMarket, the successor to the pink sheets.Market. TheOTCOTCIDPinkBasic Market generally is illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently trades.
Full comparison: every changed paragraph (2)
Currently,
ourHistorically, onlythe significantCompany’s primary asset are the sharesconsisted of its investment in Elison Virtus Company Limited.Limited,
which was fully impaired as of September 30, 2025. Accordingly, we may be deemed to be an investment company
under the Investment Company Act and as such, we would either have to register as an investment company under the Investment Company
Act, obtain exemptive relief from the SEC or modify our investments or organizational structure or our contract rights to fall outside
the definition of an investment company. Registering as an investment company could, among other things, materially adversely affect
our financial condition, business and results of operations, materially limit our ability to borrow funds or engage in other transactions
involving leverage and require us to add directors who are independent of us and otherwise will subject us to additional regulation that
will be costly and time-consuming.
Our
Common Stock trades on the OTCOTCID PinkBasic Market, the successor to the pink sheets.Market. The OTCOTCID PinkBasic Market generally is illiquid and most stocks
traded there are of companies
that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently
trades.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments:”
New heading “Plan of Operation”
New heading “Potential Acquisition Structure”
New heading “Stockholder and Management Considerations”
New heading “Search for Business Opportunities”
New heading “Management Time and Resources”
New heading “Competition and Market Conditions”
New heading “Fiscal 2025 Compared to Fiscal 2024”
New heading “Operating expenses”
New heading “Fiscal 2025 Compared to Fiscal 2024”
New heading “Net Loss from Discontinued Operations”
New heading “Fiscal 2025 Compared to Fiscal 2024”
Largest changes
“In the event we require additional capital, there can be no assurances that we will be able to raise such capital on acceptable terms, or at all. Failure to generate sufficient revenues or raise additional capital through debt or equity financings, or through collaboration agreements, strategic alliances or marketing and distribution arrangements, could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business plan. …”see in full comparison
“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.”see in full comparison
“The Company 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. …”see in full comparison
“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. …”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (79)
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 70% of Blue Print, and the balance is 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”). On January 30, 2024 and
February 13, 2024, the Company incorporated Mega Fortune Company Limited (“Mega Fortune”) in the Cayman Islands and Ponte
Fides Company Limited (“Ponte Fides”) in the British Virgin Islands, respectively. On April 29, 2024, the Company transferred
all of the issued and outstanding shares of QBS System at HK$100 under a restructuring. On July 5, 2024, the Company entered into a Stock
Purchase Agreement with Mericorn Company Limited (the “Buyer”), of all of the equity associated with the Company’s
Mega 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 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.
FWFWFlywheel
andAdvanced itsTechnology, subsidiariesInc. (collectively, “we,” “us,” “our,” “FWFW”) or(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. (“Company,Blue Print”) in the British Virgin Islands to
unlessestablish contextan requiresoperation orto indicatessource otherwisethe 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.
Fiscal 2025 Compared to Fiscal 2024
Revenues
During
the years ended September 30, 20242025 and 2023,2024, we did not haverealize any revenue.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.
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.
Our
financial statements report a net loss, all from operating expenses, of $1,319,063 for the year ended September 30, 2023.
During
the 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.
During
the year ended September 30, 2023, our operation expenses consisted primarily of professional fees of $1,305,179 filing and public fees
of $4,906, stamp duty of $8,089 and sundry expenses of $889. Decrease in 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 in 2023 and there was no such expenses
in 2024.
DiscontinuedLoss
Operationsfrom 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.
The
following table provides the consolidated results of our discontinued operations:
During
the year ended September 30, 2024, the results of the discontinued business included operations through the date of the Mega Fortune
Disposition (July 5, 2024). Upon the Mega Fortune Disposition, we recognized a gain on sale of $2.45 million in paid in capital.
Fiscal 2025 Compared to Fiscal 2024
The
following table presents selected financial information:
As
of September 30, 2024,2025, we had investmentscurrent at cost, including 938 sharesassets of Elison$5,825, commoncurrent stock with an estimated fair valueliabilities of $5.42$936,737, and our cumulative working capital deficit
millionwas at 5 July 2024.$930,912. Our operations have primarily been financed through the issuance of our common stock and cash advances from a related
company.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
The Company incurred a net operating loss of approximatelysee in full comparison$0.07$0.15 million, had negative cash flows from operating activities of$0.09$0.17 million during thesixnine months endedMarchJune31,30, 2026, and had minimum cash balance as of its fiscal year end. The Company is currently in the process ofenteringnegotiationsintowith potential investors with respect to certain arrangements to raise additional capital, which it believestowillbeoccurprobableinoftheoccurringforeseeableasfuture. As of the date of this Quarterly Report, the Company has not enteredfiling.into any definitive agreements or had any specific discussions with potential business combination candidates. As such, the Company believes that the substantial doubt about our ability to continue as a going concernhaswillbeenbe alleviatedasa result of consideration ofif management’splans.plans will be achieved.
During the three months endedsee in full comparisonMarchJune31,30, 2026, our operating expenses primarily consisted of professional fees of$25,799$76,541 andfilinggeneral andotheradministrative fees of$1,596.$1,733. During the three months endedMarchJune31,30, 2025, our operation expenses consisted primarily of professional fees of$17,244$24,032 andfilinggeneral andotheradministrative fees of$1,295.$1,229. This increase was primarily driven by higher professional fees incurred for legal services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the quarter.
Cash flows used in financing activities generally reflect changes in debt activity during the period. Net cash provided by financing activities wassee in full comparison$87,350$214,250 for thesixnine months endedMarchJune31,30, 2026 compared to net cash provided by financing activities of$110,674$136,764 for thesixnine months endedMarchJune31,30, 2025. Net cash provided by financing activities for thesixnine months endedMarchJune31,30, 2026 was primarily attributable to advancefrommade by relatedpartyparties to the Company in the total amount of$87,350.$214,250. Net cash provided by financing activities for thesixnine months endedMarchJune31,30, 2025 was primarily attributable to advancefrommade by a related party to the Company in the amount of$110,674.$136,764.
Net loss increased bysee in full comparison$8,856$53,013 to$27,395$78,274 from$18,539$25,261 for the three months endedMarchJune31,30, 2026, compared to the same period in 2025. This increaseiswas primarily driven byincrease inhigher professional feeswhereincurredover-provision offor legalfeeserviceswasrelatingbookedtoingeneral corporate advice and advisory services for US GAAP and SEC financial reporting during thethree months ended March 31, 2025.quarter.
Net loss increased bysee in full comparison$28,140$81,153 to$73,392$151,666 from$45,252$70,513 for thesixnine months endedMarchJune31,30, 2026, compared to the same period in 2025. This increase is primarily driven by increase in professional fees which were incurred for advisory services for submission of application toFINRAFINAR,inlegal2025.services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the nine months ended June 30, 2026.
During thesee in full comparisonsixnine months endedMarchJune31,30, 2026, our operating expenses primarily consisted of professional fees of$70,711 arising from advisory services for the submission of the application to FINRA$147,252 and filing and other fees of$2,681.$4,414. During thesixnine months endedMarchJune31,30, 2025, ouroperatingoperation expenses consisted primarily of professional fees of$42,868$66,900 and filing and other fees of$2,384.$3,613.
Full comparison: every changed paragraph (19)
On
October 1, 2025, Blue Print,Print entered into an Agency Agreement (the “Agency Agreement”) with XCoffee Robotics Trading Ltd.
of Abu Dhabi (“XCoffee”). Pursuant to the Agency Agreement, Blue Print, as a supplier of a Robotic Arm Coffee Solutions (the
“Product”), appointed XCoffee as its authorized non-exclusive agent to distribute the Product in Abu Dhabi, United Arab Emirates.
The Agency Agreement is valid for three years, does not provide for the early termination option, and will be automatically renewed for
another three years unless either party provides a written non-renewal notice at least 30 days before the expiration date.
On
April 1, 2026, the Company dismissed BCRG,BCRG as the Company’s independent registered public accounting firm, and engaged WSJ Andand
Partners as its independent registered public accounting firm, to review of the Company’s financial statements for the
quarters quarter
endingended March 31, 2026 and June 30, 2026, and to audit the Company’s consolidated financial statements for the year
ending September 30, 2026.
Comparison
of the Three Monthsmonths Endedended MarchJune 31,30, 2026 and 2025
During
the three months ended MarchJune 31,30, 2026 and 2025, we did not have any revenues.
During
the three months ended MarchJune 31,30, 2026, our operating expenses primarily consisted of professional fees of $25,799$76,541 and filinggeneral and otheradministrative
fees of $1,596.$1,733. During the three months ended MarchJune 31,30, 2025, our operation expenses consisted primarily of professional fees of $17,244$24,032
and filinggeneral and otheradministrative fees of $1,295.$1,229. This increase was primarily driven by higher professional fees incurred for legal services relating
to general corporate advice and advisory services for US GAAP and SEC financial reporting during the quarter.
There
are no income tax expenses for the three months ended MarchJune 31,30, 2026 and 2025.
Net
loss increased by $8,856$53,013 to $27,395$78,274 from $18,539$25,261 for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. This
increase iswas primarily driven by increase inhigher professional fees whereincurred over-provision offor legal feeservices wasrelating bookedto ingeneral corporate advice and advisory
services for US GAAP and SEC financial reporting during the three months
ended March 31, 2025.quarter.
Comparison
of the SixNine Months Ended MarchJune 31,30, 2026 and 2025
During
the sixnine months ended MarchJune 31,30, 2026 and 2025, we did not have any revenues.
During
the sixnine months ended MarchJune 31,30, 2026, our operating expenses primarily consisted of professional fees of $70,711 arising from advisory
services for the submission of the application to FINRA$147,252 and filing and other
fees of $2,681.$4,414. During the sixnine months ended MarchJune 31,30, 2025,
our operatingoperation expenses consisted primarily of professional fees of $42,868 $66,900
and filing and other fees of $2,384.$3,613.
There
are no income tax expenses for the sixNine months ended MarchJune 31,30, 2026 and 2025.
Net
loss increased by $28,140$81,153 to $73,392$151,666 from $45,252$70,513 for the sixnine months ended MarchJune 31,30, 2026, compared to the same period in 2025. This
increase is primarily driven by increase in professional fees which were incurred for advisory services for submission of application
to FINRAFINAR, inlegal 2025.services relating to general corporate advice and advisory services for US GAAP and SEC financial reporting during the
nine months ended June 30, 2026.
As
of MarchJune 31,30, 2026, we had $1,836$45,726 in cash and cash equivalents.
Cash
flows for the sixnine months ended MarchJune 31,
30, 2026 and 2025
Cash
flows from operating activities generally reflect net loss. Cash used in operating activities was $85,514$168,524 for the sixnine months ended
June March
31,30, 2026 compared to cash used in operating activities of $110,674$136,764 for the sixnine months ended MarchJune 31,30, 2025. Cash used in operating
activities activities
decreasedincreased during the sixnine months ended MarchJune 31,30, 2026 was due to decreaseincrease in cash used for professional fee for the period.
There
were no cash flows from investing activities during the sixnine months ended MarchJune 31,30, 2026 and 2025.
Cash
flows used in financing activities generally reflect changes in debt activity during the period. Net cash provided by financing activities
was $87,350$214,250 for the sixnine months ended MarchJune 31,30, 2026 compared to net cash provided by financing activities of $110,674$136,764 for the sixnine months
ended MarchJune 31,30, 2025. Net cash provided by financing activities for the sixnine months ended MarchJune 31,30, 2026 was primarily attributable to
advance frommade by related partyparties to the Company in the total amount of $87,350.$214,250. Net cash provided by financing activities for the six nine
months ended MarchJune 31,30, 2025 was primarily
attributable to advance frommade by a related party to the Company in the amount of $110,674.$136,764.
The
Company incurred a net operating loss of approximately $0.07$0.15 million, had negative cash flows from operating activities of $0.09$0.17 million
during the sixnine months ended MarchJune 31,30, 2026, and had minimum cash balance as of its fiscal year end. The Company is currently in the process
of enteringnegotiations intowith potential investors with respect to certain arrangements to raise additional
capital, which it believes towill beoccur probablein ofthe occurringforeseeable asfuture. As of the date of this Quarterly Report, the Company has not entered
filing.into any definitive agreements or had any specific discussions with potential business combination candidates. As such, the Company believes
that the substantial doubt about our ability to continue as a going concern haswill beenbe alleviated
as a result of consideration ofif management’s plans.plans will be achieved.
The preparation of our financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that impact the amounts reported in our financial statements and accompanying notes that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates. The management determines there are no critical accounting entries.
FWFW insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding FWFW (13F)
None of the 59 investors we track reported a position in their latest 13F.