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Haha, you gotta laugh at this one. But all jokes aside, the merged company actually seems to do business. See, e.g, this Oracle customer case example from last year. Stock now just needs eyes on it…
https://www.oracle.com/customers/qbs-system/ (“Leading IoT solutions and services company uses Oracle MySQL Database Service to boost efficiency while improving customer satisfaction.”)
Business challenges
QBS System is one of the premier IoT technology companies in Hong Kong and mainland China. Founded in 2011, the company has risen to prominence with its cutting-edge IoT solutions for key areas such as radio-frequency identification (RFID), indoor and outdoor location-based services, warehouse management, video analytics, sensor management, and more. The company has clients across various industry verticals, including logistics, transportation, manufacturing, retail, and utilities.
For many years, QBS System switched between different cloud platforms to deploy its IoT services, based primarily on customer suggestions. However, not having a dedicated cloud infrastructure resulted in a steep learning curve, reduced performance, increased maintenance and operation costs, and poor customer experience.
To stay ahead of customers’ growing expectations for rapid insights, QBS System needed to undergo a successful cloud transformation.
Another 8k out. Flywheel acquired QBS SYSTEM LIMITED. Technology company in Hong Kong (focused on internet of things).
8k is here. https://www.otcmarkets.com/filing/html?id=16264377&guid=toP-keZf97RBh3h
QBS is here: https://www.qbssystem.com
Anyone holding here with a stronger social media presence wanna start spreading the word? Not really my lane, but the RM into a shell with a share structure like this is potentially explosive. Bruh, there’s only 451k unrestricted tradable shares…
Amen to that
We shall see. What do you make of the company and filing? Seems promising to me, but not an expert in this sector.
This has obviously not been a great trade (and the bottom kinda fell out of this whole shell/RM racket) but I’m at peace with the loss and ain’t selling. Kinda fun at this point watching it slowly play out over the months… what a mindfuck it would be if this Chinese “scam” were actually a real company.
New 8k out. Lo and behold, we are actually in business, in burgeoning sector.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 30, 2022
FLYWHEEL ADVANCED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-167130 27-2473958
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)
123 West Nye Lane, Suite 455
Carson City, Nevada 89706
(Address of principal executive offices)
(852) 66860563
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Section 8 - Other Events
Item 8.01 Other Events
Blue Print Global, Inc.
On November 30, 2022, Flywheel Advance Technology, Inc. (the “Company”) incorporated Blue Print Global, Inc. (“Blue Print”) in the British Virgin Islands to establish an operation to source the supply and sale of warehouse patrol robots. The Company holds 70% of Blue Print, and the balance is held by So Ha Tsang and Sau Ping Leung, two individuals unrelated to the Company, with each party holding 15%.
The Company, So Ha Tsang, and Sau Ping Leung (the “Shareholders”) executed a Shareholder Agreement on December 7, 2022 (the “Shareholder Agreement”), regarding the governance and other matters relating to Blue Print. According to the Shareholder Agreement, where an act is to be effected by the board, the requirement will be read as requiring the Shareholders to do everything in their power to bring about that act and not as requiring the board to do so.
If all of the Shareholders determine that Blue Print requires additional funds, the Company agreed that it will provide Blue Print with an interest-bearing shareholder loan at an annual interest rate equating to the Hong Kong interbank offered rate, quoted as an annual rate for a one (1) month period, prevailing at close of business on the next business day immediately after the loan is granted plus 3%.
The Shareholders have a preemptive right on any shares to be issued by Blue Print. The Shareholders also agreed not to directly or indirectly sell, assign, transfer, pledge, hypothecate or otherwise dispose of or in any other way encumber their shares in Blue Print except with the prior written approval of all of the Shareholders. Each Shareholder was granted a right of first offer to purchase any shares in Blue Print that a shareholder desires to transfer.
Blue Print appointed Yiu Chung Ho as its sole director. Mr. Ho graduated with a Bachelor of Engineering in Mechanical Engineering from the Hong Kong University of Science and Technology. He has broad experience as a senior mechanical engineer in a wide range of areas, including making automotive components design, creating automatics processes, and designing facilities for mass production. He also acted as a director of Goldman Technology and had registered two lighting technology patents. Mr. Ho is fully responsible for the development and execution of Blue Print’s business plan. Under his leadership, the Company expects Blue Print will build up a technical team to manage its robot supply sources, a sales and marketing team to provide support to its present and future sales agents, and a customer service team to give post-sales support to robot buyers.
Agency Agreement
On December 7, 2022, Blue Print entered into an Agency Agreement (the “Agency Agreement”) with International Supply Chain Alliance Co., Ltd. of Hong Kong (“ISCA”). Pursuant to the Agency Agreement, Blue Print appointed ISCA as its authorized agent to distribute warehouse patrol robots in the People’s Republic of China (“China”). The Agency Agreement is valid for five years and will be automatically renewed for another five years unless a written non-renewal notice is provided by either party at least 30 days before the expiration date. However, there is no early termination option in the Agency Agreement.
The Agency Agreement provides that ISCA will use its best efforts to fulfill its obligations to inform Blue Print of market conditions and the market position affecting Blue Print in China, and Blue Print agrees to support ISCA in fulfilling its obligations by making available all product information, providing general sales terms and conditions, a valid pricelist, and all necessary information and direction.
During and for a period of one year after termination of the Agency Agreement, ISCA agrees to not directly or indirectly engage in the sale or trade of any product that is comparable to and/or competitive and/or could serve as a substitute for the product.
Blue Print agrees to pay ISCA a 10% commission based on all delivered and invoiced direct orders, provided that a purchaser fulfilled all its obligations of the sales agreement to Blue Print. A purchaser is deemed to have fulfilled its obligations at the moment Blue Print has received its payment for the products.
Blue Print’s minority shareholder, Sau Ping Leung, and one of ISCA’s working partners, Kai Shun Kwong, are husband and wife.
The foregoing descriptions of the Shareholder Agreement and Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the Shareholder Agreement and the Agency Agreement, a copy of each of which is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
10.1 Shareholder Agreement dated December 7, 2022, by and among Flywheel Advance Technology, Inc., So Ha Tsang, and Sau Ping Leung
10.2 Agency Agreement, dated December 7, 2022, by and between International Supply Chain Alliance Co., Ltd. and Blue Print Global, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 12, 2022
FLYWHEEL ADVANCED TECHNOLOGY, INC.
By: /s/ Tang Siu Fung
Name: Tang Siu Fung
Title: President and Chief Executive Officer
Wish I knew. If they wanted to dump shares to hell, they could have done so without reducing the conversion rate. The fact that they actually took care to foster a good looking share structure, now own 91 percent of the company, and go through the trouble to keep this current and SEC reporting bodes well. But at this point, we need a solid RM merger for any of this to matter at all.
8k filed yesterday, body pasted below. Bottom line, Sparta Universal Industrial Ltd., which held all the preferred stock, converted them to commons at a reduced conversion rate to factor in the recent reverse split. Result is that the OS is now 17.7M, with 91.3 percent owned by Sparta.
Let’s see what they do with their company. The fact that they converted now makes me suspect there’s something on the horizon.
——
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 15, 2022, Flywheel Advanced Technology, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an Amendment (the “Amendment”) to the Certificate of Designation for the Series A-1 Preferred Stock (the “Preferred Stock”). The Amendment was approved by the Board of Directors of the Company and Sparta Universal Industrial Ltd. (“Sparta”), the sole holder of all the 10,000,000 issued and outstanding shares of Preferred Stock.
Pursuant to the Amendment, the conversion rate of the Preferred Stock was changed to provide that each share of Preferred Stock shall be convertible, at the option of the holder, into 1.62 fully paid and nonassessable shares of the Company’s common stock. The Amendment was necessary as the terms of the Certificate of Designation for the Preferred Stock expressly provided that the conversion ratio of 162 shares of common stock for each share of Preferred Stock would not be reduced in the event of a stock split or other capitalization of the Company.
Section 8 - Other Events
Item 8.01 Other Events
Sparta provided the Company with a notice to convert all of the issued and outstanding Preferred Stock into 16,200,000 shares of common stock. The Board of Directors of the Company approved the conversion and agreed that the Company would not charge any fee or expense for such conversion. Accordingly, Sparta is currently the holder of 16,200,000 of the 17,751,564 shares of common stock issued and outstanding, or 91.3%.
Looks like there was some Nevada filing yesterday: “Amended Certification of Stock Designation After Issuance of Class or Series.” Anyone seen it, I don’t have access. Probably a nothing burger. Meanwhile this micro-float, pink current, SEC reporting shell languishes in obscurity with a market cap of $341k. ::sigh::
Right. My two cents: the shell is now, perhaps more than any other in the entire OTC, a perfect vehicle for a company seeking a quick uplist to nasdaq. Pure speculation of course, but can’t imagine any other reason to make a SS this tiny. Any legitimate business merging in could push pps to dollars, easily.
Or, it could be a plain jane Chinese dilution scam.
Time will tell.
The SS is about to become microscopic…1.5M OS after the split. Time to see what’s cooking.
Is there an SEC deadline for otc shells to show a r/m or an actual business activity before they are banished to expert market? Wasn’t it 18 months or something?
What’s interesting is the boards on both of those two other shells are still abuzz with speculation (well founded or not). This place is just a ghost town. Between the three, I still think this has the most upside from this level IF by some miracle a company merges in one day. (Yes, I know “hope” is not a strategy, and this has admittedly not been my finest trade, lol).
Never thought I’d say it but perhaps you are right. What other shells has he sold to Chinese buyers that have been dormant in perpetuity?
Any day now, lol.
But seriously, wtf are these guys doing with this shell. I check back here every so often…still nada, yet they take painstaking care to keep sec and otc current. Shit, management of this lowly shell are more diligent in reporting than half of the “operating” companies in this otc cesspool.
Maybe we’ll never know…
I’m just a caveman, but query this:
(1) it seems that a choice needs to be made in the coming days by each and every Luna holder: do I (a) move my Luna to Terra Station such that I am “airdropped” Luna2 in exchange for my LunaC (old Luna); or (2) keep it in my separate crypto wallet - e.g. crypto.com, binance, whatever - such that it stays in its current form. I see advantages/disadvantages with either choice - it all depends on how one thinks each respective Luna in the Fork will behave after the fork is done. And how much support “old” Luna will get when the fork is done. If it’s just left for dead, then converting to New Luna is the only choice.
(2) On the subject of burn…maybe I’m missing something, but won’t the “fork” of Luna into two coins function as kind of a “defacto burn” of original Luna. Meaning, tons of folks will move their millions and millions of Luna shares to terrastation so that kwon can convert them to new Luna. But won’t that, in and of itself and without a formal burn, drastically reduce the amount of circulating old Luna? It seems so simply I feel like I’m missing something.
Fork = burn?…#DefactoBurn?
Tell me about it. See e.g. PGLO. Lazar still listed as CEO, etc on OTC markets but sold shell last year which was (seemingly) reversed merged into a Chinese company, flywheel financial, based in Hong Kong. https://flywheelfs.com/en/home/
Flywheel announced a reverse split but never effectuated it, and has been radio silent ever since. Which sucks, because it’s a gorgeous share structure and market cap. And it’s just sitting in limbo/purgatory until further notice…
Anyhow, I’m in this one and xnnhq, waiting patiently.
Yep! But what’s the sense in not applying to finra all this time?
Also true. But flywheel does do business, or at least purports to.
https://flywheelfs.com/en/home/
Then again, no idea if they are actually successful or generating revenue, since financials for pglo don’t actually say anything about flywheel…
I agree, but if PGLO is still a shell, the question remains what role Flywheel plays in all of this? THAT’s the tricky/confusing part with this one. Did flywheel not actually reverse merge here?
Raising for your learned consideration and discussion: PGLO - tiny float, tiny MC former Lazar shell. Pink current, SEC reporting and ostensibly already reversed merged with this company, flywheel financial: https://flywheelfs.com/en/home, though company is radio silent and most recent SEC filings still seem to couch this as a shell. Flywheel announced a RS last year but never executed on it (it made little sense given the SS). Nevertheless, announcement did send price tumbling, where it mostly remains now.
Any of you DD wizards care to weigh in on what’s happened here or what will? With this MC and float, sky is the limit with virtually any legitimate business activity. See discussion at PGLO for a few more details.
Not pumping, just legitimately can’t figure this one out and want more eyes/brains on it.
Cheers
Very interesting re: website. Hope you are right!
For sure!! It was so odd!! I flipped this well on that initial run, but reentered on the downside of it (for better or worse, we shall see)…
Yep. But “what might happen” here is the tough question indeed. What are the options? What might flywheel do with it?
I have noticed that their website is more fleshed out than it was previously, with much more English content. They also have a you tube channel providing financial advice, updated daily or near daily. Does anyone speak Chinese who can listen and report back?
What are others thoughts re: the universe of possible outcomes here. I personally think Flywheel has the shell and will use it at some point in conjecture with some financial venture, (e.g. crypto). But I’ll be the first to admit, I’m just speculating.
I gotta believe SOMETHING is coming. I mean, to announce an impending acquisition on twitter then just ghost would abandon all hope of any future credibility. I’m not saying the guy’s a Saint, but the announcement, coupled with recent change in OS…
We shall see. Risk/reward still seems tolerable here.
Any day now…
Thanks. This one is odd, and I’ll admit, it has me more perplexed than any custo I’ve traded previously.
Here we have:
-A gorgeous share structure, and what ostensibly seems to be a completed reverse merger.
-The reverse merging company (Flywheel) files a name change, in which they announce an inexplicable and frankly, totally unnecessary 1:100 reverse split. But the split never comes.
-All filings with the SEC - which are still current, timely, etc., seem to address this company as though it is still a shell, still looking for a reverse merger. But isn’t flywheel ALREADY the new company?
-OTC markets has had no updates reflecting Flywheel’s involvement.
-Flywheel - based in Hong Kong - has itself has had no communications whatsoever with shareholders.
What am I missing here? Anyone have any other DD I’m missing?
To clarify: I received an auto-generated email notice from SilverFlume that there were filings today of “business entity filed documents”, that’s all. Just curious if anyone has seen the filling...
I received an email stating that some business filings were completed today. I checked silverflume (Nevada Dep’t of State website) but nothing posted yet. Anybody see anything or know what the filings are about?
Still barely any eyes on this. Less than 150 followers over on stocktwits. We should hit the breakout boards imminently, with any luck.
OTC is heating up yet this continues to trade like hot garbage.
What’s the status of our next, hopefully lofty, acquisition???
Frankly, I suspect this is an error related to correcting yield sign. Has anyone seen anything reflecting a vote to increase the AS? Again company has some explaining to do on this and other fronts and asap.
Thanks. CEO needs to address/explain this ASAP…
Are we still waiting for news from corporate here? Anyone have a line of communication with CEO? Company was very proactive in addressing pink limited situation, which is good. Now just need some shareholder guidance re: company direction.
Outstanding DD, Nistel!
So we now have: A pink current, SEC reporting, financial industry company with a pedigreed CEO and obvious nasdaq ambitions. At a $2M market cap. Hell, given the industry at issue even the RS makes some sense since institutions are notoriously wary of pennies.
Reverse split or not, if they can realize even a scintilla of their ambition….boom time.
That remains to be seen. Any number of reasons they could be reverse splitting without significant dilution. Could have aspirations for nasdaq and wanna jumpstart the SP, who knows. Let’s see what the new company looks like.
Touché. Surprising they’d do the split, but so it goes.
Regardless, the end result for us SH remains tbd based on what the new company does after that.
Yep. It’s an “all or nothing” proposition at this point. MC is like 2M now, a bloody joke. Any news and we’ll see 5-10x. No news and we’ll bleed another 50 percent. I’ll take my chances.
I get the frustration though. Most of the OTC has been garbage last few months...
When is the Q due?
Very interesting day. Yes, query whether this just bounced on technicals or if there’s some news “leak,” etc. causing a knowledgeable few to load the .02s and 03s. I reckon we’ll know more soon.