Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 15 2024 - 2:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SEC
File Number |
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333-167130 |
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CUSIP
Number |
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FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One): |
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Form 10-K |
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Form 20-F |
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Form 11-K |
☒
Form 10-Q |
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Form 10-D |
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Form N-CEN |
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☐ Form
N-CSR |
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For period ended: March 31, 2024 |
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Transition
Report on Form 10-K |
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Transition
Report on Form 20-F |
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Transition
Report on Form 11-K |
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Transition
Report on Form 10-Q |
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For the transition period ended: _____________________________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I—REGISTRANT INFORMATION
Flywheel
Advanced Technology, Inc.
Full
Name of Registrant
123
West Nye Lane, Suite 455
Address
of Principal Executive Office (Street and Number)
Carson
City, NV 89706
City,
State, and Zip Code
PART
II—RULE 12b-25(b) and (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
☒ |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III—NARRATIVE
State
below in reasonable detail the reason why Forms 10-K, 20-F, 11-K, 10-Q, N-CEN, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period. (Attach extra sheets if needed)
The
Registrant is unable to file its Quarterly Report on Form 10-Q for quarter ended March 31, 2024 (the “Report”) by the prescribed
date of May 15, 2024, without unreasonable effort or expense for the reasons set forth below:
On
May 3, 2024, the Securities and Exchange Commission (the “SEC”) issued an order reporting that it had settled administrative
and cease-and-desist proceedings against the Company’s former auditor, BF Borgers CPA PC (“BF Borgers”) and its sole
audit partner, Benjamin F. Borgers CPA, permanently barring BF Borgers and Mr. Borgers from appearing or practicing before the SEC as
an accountant (the “Order”).
As
previously reported in the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2024, the Company dismissed BF Borgers
as its auditor, effective May 6, 2024.
Accordingly,
the Company requires additional time to complete its financial statements for the quarter ended March 31, 2024, and to confirm the impact
of BF Borgers and Mr. Borger’s conduct as described in the Order on the Company’s financial statements for such quarter and
for prior periods.
The
Company is working diligently to engage a new independent registered public accounting firm to complete the Form 10-Q as soon as possible,
and to take other appropriate steps in light of BF Borgers and Mr. Borger’s conduct as described in the Order.
PART
IV—OTHER INFORMATION
(1) |
Name and telephone number of person to contact with regard
to this notification. |
Tang
Siu Fung
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(852) |
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6686-0563 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) | Have
all other periodic reports required under Section 13 or 15(d) or the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s). |
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Yes ☐ No |
(3) | Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
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Yes ☒ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a
reasonable estimate of the results cannot be made.
Flywheel
Advanced Technology, Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned heretofore duly authorized.
Date: May 15, 2024 |
By: |
/s/Tang
Siu Fung |
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Tsang Siu Fung |
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Chief
Executive Officer (Principal Executive Officer and Principal Financial Officer)
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