Flywheel Advanced Technology, Inc. (OTCPK:FWFW) entered into a share exchange agreement to acquire QBS System Limited from QBS Flywheel Limited for $3.7 million on December 15, 2022. Flywheel Advanced will issue 8,939,600 newly issued shares to QBS Flywheel Limited. Following the closing of the share exchange, there will be no change in the officers and directors of the Flywheel Advanced, and QBS System will continue its business as a wholly owned subsidiary of Flywheel Advanced. The closing of the share exchange will not occur until QBS System delivers to Flywheel Advanced Technology (i) audited consolidated balance sheets of QBS System and its subsidiaries as of March 31, 2021, and 2022, and the related audited consolidated statements of operations, comprehensive income (loss), stockholders? equity and cash flows for the fiscal year ended March 31, 2021 and 2022, together with the notes to such statements and the opinion of Paris Kreit & Chui CPA LLP, and (ii) unaudited consolidated balance sheets of QBS System and its subsidiaries as of October 31, 2022, and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders? equity and cash flows for the period from April 1, 2022, to October 31, 2022. The consummation of the share exchange is subject to other closing conditions, including, among other matters the accuracy of the parties? respective representations and warranties in the Share Exchange Agreement, subject to specified materiality qualifications and the absence of any material adverse conditions of QBS System. The Crone Law Group P.C. acted as legal advisor to Flywheel Advanced.

Flywheel Advanced Technology, Inc. (OTCPK:FWFW) completed the acquisition of QBS System Limited from QBS Flywheel Limited for $4.4 million on March 22, 2023. FWFW also assumed $1.3 million of liabilities of QBS.