Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING
STATEMENTS
This
quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”
or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve
known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our
unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following
discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly
report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In
this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common
shares” refer to the common shares in our capital stock.
As
used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer
to Flywheel Advanced Technology, Inc., a Nevada corporation unless the context requires otherwise.
Plan
of Operation
The
Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management
intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger.
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, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies
Management
intends to explore and identify business opportunities worldwide, including a potential acquisition of an operating entity through a
reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no
assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits.
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, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies.
We
do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring
costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating
an acquisition of an operating business.
Given
our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing
company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or
is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business
combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As
of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential
business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such
event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity.
In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our
management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks.
We
anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions,
including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages
of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted
rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different
industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and
analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business
plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of
debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan
and commencement of operations.
Based
upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able
to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties,
we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with
a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be
very dilutive.
Additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We
anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports
with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in
their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition
of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully
execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse
effect on our business prospects, financial condition, and results of operations.
Results
of Operations
The
following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended
March 31, 2022 and 2021.
Three
Months Ended March 31, 2022 compared to Three Months Ended March 31, 2021.
During
the three months ended March 31, 2022 and 2021, we did not have any revenues.
Our
financial statements report a net loss, all from operating expenses, of $53,710 and $1,166 for the three ended March 31, 2022 and 2021,
respectively.
During
the three months ended March 31, 2022, our operating expenses consisted primarily of professional fees of $37,115 and filing and public
fees of $16,567. During the three months ended March 31, 2021, our operation expenses consisted primarily of professional fees of $1,166.
Six
Months Ended March 31, 2022 compared to Six Months Ended March 31, 2021.
During
the six months ended March 31, 2022 and 2021, we did not have any revenues.
Our
financial statements report a net loss, all from operating expenses, of $91,975 and $2,374,379 for the six ended March 31, 2022 and 2021,
respectively.
During
the six months ended March 31, 2022, our operating expenses consisted primarily of professional fees of $74,646 and filing and public
fees of $16,567. During the six months ended March 31, 2021, our operation expenses consisted primarily of professional fees of $5,009
and stock based compensation of $2,369,070 to related party.
Liquidity
and Capital Resources
Working
Capital
As
at March 31, 2022 and September 30, 2021, our total current assets were $0 and $0, respectively.
As
at March 31, 2022, our current liabilities were $91,975 and stockholders’ deficit was $91,975, compared to current liabilities
of $0 and shareholder ‘s deficit of $0 as of September 30, 2021.
Cash
Flows
Operating
Activities
We
have not generated positive cash flows from operating activities. For the six months ended March 31, 2022 and 2021, net cash flows used
in operating activities was $65,326 and $5,308, respectively.
Investing
Activities
The
Company did not use any funds for investing activities during the six months ended March 31, 2022 and 2021.
Financing
Activities
During
the six months ended March 31, 2022 and 2021, our related party paid $65,326 and $5,308, respectively, on behalf of the Company for operating
expenses.
Going
Concern
The
independent registered public accounting firm auditors’ report accompanying our September 30, 2021 financial statements contained
an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have
been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and
satisfy our liabilities and commitments in the ordinary course of business.
COVID-19
Update
To
date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic
may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise.
Critical
Accounting Policies and Estimates
The
discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates
and assumptions are affected by management’s application of accounting policies. We believe there are no material estimates or
assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.
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.