ORGANIZATION AND BUSINESS BACKGROUND | ORGANIZATION AND BUSINESS BACKGROUND Flywheel Advanced Technology, Inc. (formerly known as Pan Global Corp.) (“the Company”) was incorporated in the state of Nevada on April 30, 2010. The Company had the following significant events: ● Stock Purchase Agreement (July 13, 2021) 10,000,000 shares of Series A-1 Preferred Stock, par value $ 0.0001 per share (the “Shares”) of the Company. As a result, the Purchaser became approximately 90% holder of the voting rights of the issued and outstanding shares of the Company, on a fully diluted basis and became the controlling shareholder. ● Name Change (November 21, 2021) ● Reverse Stock Split (July 13, 2022) 1:100 reverse stock split 1:100 reverse stock split 1,551,550 155,155,000 ● Ticker Symbol Change (August 5, 2022) ● Issuance of Preferred Stock A-1 (September 15, 2022) 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. ● The Company’s outstanding 10,000,000 1.62 16,200,000 ● Formation of Blue Print Global, Inc. (November 30, 2022) The Company holds 70% of Blue Print, and the balance is held by two individuals unrelated to the Company, with each party holding 15%. ● Blue Print Agency Agreement (December 7, 2022) 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. ● Share Exchange with QBS System Limited (December 15, 2022) Flywheel Limited, a company incorporated under the laws of Australia (the “Seller”). On March 22, 2023, the Seller transferred and assigned to the Company all of the issued and outstanding shares of QBS System in exchange for 8,939,600 0.0001 ● Common Stock Issuances (May 24, 2023) 1,450,000 ● Formation of Mega Fortune Company Limited and Ponte Fides Company Limited (January 30, 2024 and February 13, 2024) ● Transfer of QBS System Shares to Ponte Fides Company Limited (April 29, 2024) 100 ● Sale of QBS System, Ponte Fides, and Mega Fortune (July 5, 2024) 56,360,000 7,230,000 938 Limited (“Elison”) from the Buyer to the Company for the Mega Fortune Disposition. The Company’s subsidiaries are as follows as of December 31, 2024: SCHEDULE OF COMPANY SUBSIDIARIES Name of Corporation Date of Formation Ownership Description of Business Flywheel Advanced Technology, Inc. (Nevada Corporation) April 30, 2010 100 Parent Company Blue Print Global, Inc. (British Virgin Islands Corporation) November 30, 2022 70 Establish an operation to source the supply and sale of warehouse patrol robots. We use the terms “Company”, “we” and “us” to refer to both Flywheel Advanced Technology, Inc. and its subsidiaries. |