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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 1, 2026
FLYWHEEL
ADVANCED TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
333-167130 |
|
27-2473958 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
123
West Nye Lane, Suite 455
Carson
City, Nevada |
|
89706 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (852) 66860563
| 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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| N/A |
|
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).
Emerging
growth company ☐
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. ☐
Item
4.01 Change in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
Effective
as of April 1, 2026, Flywheel Advanced Technology, Inc., a Nevada corporation (the “Company), dismissed BCRG Group (“BCRG”)
as its independent registered public accounting firm. The decision to change independent registered public accounting firms was made
with the recommendation and approval of the Company’s board of directors (the “Board”). BCRG’s audit reports
on the Company’s consolidated financial statements as of and for the fiscal years ended September 30, 2025 and September 30, 2024
did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.
During
the fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through March 31, 2026, there were
no (i) disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the related instructions thereto, between the Company and BCRG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BCRG’s
satisfaction, would have caused BCRG to make reference to such disagreements in its audit reports; and(ii) no reportable events (as defined
in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except that the Company identified material weaknesses in its internal
control over financial reporting as of and for the year ended September 30, 2025, as disclosed in Part II, Item 9A, Controls and Procedures,
of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission
(the “SEC”) on January 13, 2026, specifically that such material weaknesses are stemming from control deficiencies relating
to (i) not having an independent board of directors or an audit committee; (ii) not having written documentation of its internal control
policies and procedures; and (iii) handling of all of the Company’s financial reporting by a financial consultant.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided BCRG with a copy of this Current Report on Form 8-K and requested
that BCRG furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether BCRG agrees with the statements
of the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A copy of the letter from
BCRG is attached hereto as Exhibit 16.1.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
April 1, 2026, the Board approved the engagement of WSJ And Partners (“WSJ”), effective immediately upon dismissal of BCRG,
as the Company’s independent registered public accounting firm, beginning with the review of the Company’s financial statements
for the quarter ending March 31, 2026, and including the audit of the Company’s consolidated financial statements for the year
ending September 30, 2026.
During
the fiscal years ended September 30, 2025 and September 30, 2024, and the subsequent interim period through March 31, 2026, neither the
Company nor anyone on its behalf has consulted with WSJ regarding either (a) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report was provided nor oral advice was provided to the Company that WSJ concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either
the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable
event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).
Item
9.01. Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter from BCRG Group dated April 7, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| |
FLYWHEEL
ADVANCED TECHNOLOGY, INC. |
| |
|
|
| Dated:
April 7, 2026 |
By: |
/s/
Luk Yuen Leung |
| |
Name: |
Luk
Yuen Leung |
| |
Title: |
President
and Chief Executive Officer
(Principal
Executive Officer and Principal Financial and Accounting Officer) |
