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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/22 Flywheel Advanced Tech, Inc. 8-K:5,8,9 9/15/22 11:1.2M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 6K 6: R1 Cover HTML 44K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- form8-k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- pglo-20220915_lab XML 96K 5: EX-101.PRE XBRL Presentations -- pglo-20220915_pre XML 64K 3: EX-101.SCH XBRL Schema -- pglo-20220915 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001493152-22-026538-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): i September 15, 2022
i FLYWHEEL ADVANCED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| i Nevada | i 333-167130 | i 27-2473958 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
i Carson City, i Nevada i 89706
(Address of principal executive offices)
(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):
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).
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. ☐
C:
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%.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| 3.1 | Amendment to the Certificate of Designation of the Series A-1 Preferred Stock as filed with the Secretary of State of the State of Nevada on September 15, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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: September 22, 2022
| FLYWHEEL ADVANCED TECHNOLOGY, INC. | ||
| By: | /s/ Tang Siu Fung | |
| Name: | Tang Siu Fung | |
| Title: | President and Chief Executive Officer | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/22/22 | None on these Dates | ||
| For Period end: | 9/15/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/16/24 Flywheel Advanced Tech, Inc. 10-K 9/30/23 84:5.8M M2 Compliance LLC/FA 3/24/23 Flywheel Advanced Tech, Inc. 8-K:1,2,3,5 3/22/23 19:27M M2 Compliance LLC/FA 12/28/22 Flywheel Advanced Tech, Inc. 10-K 9/30/22 31:1.9M M2 Compliance LLC/FA |