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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2026
Commission File Number: 001-38619
Wah Fu Education Group Ltd.
L207b, Hesheng Fortune Plaza, No.13 Deshengmenwai Street
Xicheng District
Beijing, China 100088
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBITS
| Exhibit 99.1 | — | Press Release — Wah Fu Education Group Ltd. Announces Financial Results for the First Half of Fiscal Year 2026 |
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.
| Wah Fu Education Group Limited | ||
| By: | /s/ Yang Yu | |
| Name: | Yang Yu | |
| Title: | Chairman of the Board of Directors | |
Date: March 30, 2026
Exhibit 99.1
Wah Fu Education Group Ltd. Announces Financial Results for the First Half of Fiscal Year 2026
BEIJING, China, March 26, 2026 (GLOBE NEWSWIRE) -- Wah Fu Education Group Limited (“Wah Fu” or the “Company”) (NASDAQ:WAFU), a provider of online education and exam preparation services, as well as related training materials and technology solutions for both institutions and individuals, today announced its unaudited financial results for the six months ended September 30, 2025.
Financial Highlights for the Six Months Ended September 30, 2025
| For the Six Months Ended September 30, | ||||||||||||
| ($’000, except per share data) | 2025 | 2024 | % Change | |||||||||
| Revenue | $ | 3,059 | $ | 2,799 | 9.3 | % | ||||||
| Gross profit | $ | 1,827 | $ | 1,572 | 16.2 | % | ||||||
| Gross margin | 59.7 | % | 56.2 | % | 6.2 | pp | ||||||
| (Loss) income from operations | $ | (14 | ) | $ | (571 | ) | (97.5 | )% | ||||
| Operating (loss) profit margin | (0.5 | )% | (20.4 | )% | (97.8 | )pp | ||||||
| Net (loss) income | $ | (56 | ) | $ | (581 | ) | (90.4 | )% | ||||
| Basic and diluted (loss) earnings per share | $ | (0.04 | ) | $ | (0.12 | ) | (66.7 | )% | ||||
| * | pp: percentage points |
| ● | Revenue Increased by 9.3% year-over-year to $3.06 million for the six months ended September 30, 2025 from $2.80 million for the same period of the prior fiscal year. The increase in revenue was primarily attributable to an increase in online training service included in our Business-to-Business-to-Customer (“B2B2C”) revenue from our online education services. |
| ● | Gross profit increased by 16.2% to $1.83 million for the six months ended September 30, 2025 from $1.57 million for the same period of the prior fiscal year. Gross margins were 59.7% and 56.2% for the six months ended September 30, 2025 and 2024, respectively. The increase in gross profit of online education services was primarily due to the increase in revenue. |
| ● | Loss from operations was $0.01 million for the six months ended September 30, 2025 when it was loss from operation of $0.57 million for the six months ended September 30, 2024. Operating loss margin was 0.5% for the six months ended September 30, 2025, compared to operating loss margin of 20.4% for the same period of the prior fiscal year. |
| ● | Net loss was $0.06 million or, loss per share of $0.04 for the six months ended September 30, 2025, compared to net loss of $0.58 million, or loss per share of $0.12, for the same period of the prior fiscal year. |
Unaudited Financial Results for the six months ended September 30, 2025
Revenue
For the six months ended September 30, 2025, revenue increased by $0.26 million, or 9.3%, to $3.06 million from $2.80 million for the same period of the prior fiscal year. The increase in revenue was primarily due to the increase in online training service included in our Business-to-Business-to-Customer (“B2B2C”) revenue from our online education services.
Cost of revenue
Cost of revenue remained stable, at $1.22 million for the six months ended September 30, 2025 and 2024. Cost of revenue mainly comprised of salaries and related expenses for our teaching support, course and content development, website maintenance and information technology engineers and other employees, fees paid to our course lecturers, depreciation and amortization expenses, server relocation and bandwidth leasing fees paid to third-party providers and other miscellaneous expenses.
Gross profit
Gross profit increased by $0.25 million, or 16.2%, to $1.83 million for the six months ended September 30, 2025 from $1.57 million for the same period of the prior fiscal year. Gross margin increased by 6.2 percent to 59.7% for the six months ended September 30, 2025 from 56.2% for the same period of the prior fiscal year. The increase of gross profit was mainly due to the increase of online education service revenue from training service.
Operating expenses
Selling expenses increased by $0.03 million, or 3.7%, to $0.78 million for the six months ended September 30, 2025 from $0.76 million for the same period of the prior fiscal year.
General and administrative expenses decreased by $0.33 million, or 23.9%, to $1.06 million for the six months ended September 30, 2025 from $1.39 million for the same period of the prior fiscal year. General and administrative expenses decreased mainly due to the decrease of provision for bad debts.
Total operating expenses decreased by $0.30 million, or 14.1%, to $1.84 million for the six months ended September 30, 2025 from $2.14 million for the same period of the prior fiscal year.
Income (loss) from operations
Loss form from operations was $0.01 million for the six months ended September 30, 2025 when it was loss of $0.57 for the six months ended September 30, 2024. Please see above for a detailed description of such loss from operations.
Other income
Total other income, including interest income, net of other expenses, net other income was $0.02 million for the six months ended September 30, 2025 when it was $0.08 million in the same period of the prior fiscal year.
Income (loss) before income taxes
Income before income taxes was $1,725 for the six months ended September 30, 2025, compared to loss before income taxes of $0.49 million for the same period of the prior fiscal year.
Net income (loss) and earnings (loss) per share
Net loss was $0.06 million for the six months ended September 30, 2054, compared to net loss of $0.58 million for the same period of the prior fiscal year. Operating loss margin was 0.5% for the six months ended September 30, 2025, compared to operating loss margin of 20.4% for the same period of the prior fiscal year.
After deducting non-controlling interests, net loss attributable to the Company was $0.17 million, or loss of $0.04 basic and diluted share, for the six months ended September 30, 2025. This compared to loss of $0.55 million, or loss of $0.12 per basic and diluted ordinary shares and Class A ordinary shares, for the same period of the prior fiscal year.
Weighted average numbers of ordinary shares outstanding were 2,922,559 and 4,410,559 for the six months ended September 30, 2025 and 2024.
Weighted average numbers of Class A ordinary shares outstanding were 1,488,000 and nil for the six months ended September 30, 2025 and 2024.
Financial Condition
As of September 30, 2025, the Company had cash of $9.58 million, compared to $10.13 million as of March 31, 2025.
Total working capital was $10.60 million as of September 30, 2025, compared to $10.56 million as of March 31, 2025.
Net cash provided by operating activates was $0.09 million for the six months ended September 30, 2025 compared to net cash used in operating activities of $1.19 million for the same period last year. Net cash used in investing activities for the six months ended September 30, 2025 was $0.75 million when it was net cash used in investing activities of $0.04 million for the six months ended September 30, 2024. Net cash used in financing activities of $0.04 million for the six months ended September 30, 2025. There was no cash used in or provided by financing activities for the six months ended September 30, 2024.
Subsequent Events
Management has evaluated subsequent events through March 30, 2026, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2025 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
About Wah Fu Education Group Limited
Headquartered in Beijing, China, Wah Fu Education Group Limited provides online training and exam preparation services, as well as related training materials and technology solutions for both institutions, such as universities and training institutions, and students. For more information about Wah Fu, please visit www.edu-edu.cn.
Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are not statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the online training industry in China and the other markets the Company serves or plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the other markets the Company serves or plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Raincy Du
ir@edu-edu.com.cn
WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of September 30, |
As of March 31, |
|||||||
| 2025 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 9,581,064 | $ | 10,131,392 | ||||
| Accounts receivable, net | 371,461 | 717,709 | ||||||
| Other receivables, net | 1,204,162 | 966,687 | ||||||
| Loan to third parties, current | 1,276,926 | 522,335 | ||||||
| Loan to related parties | 1,806,615 | 1,795,024 | ||||||
| Contract cost assets-current | 166,048 | - | ||||||
| Other current assets | 79,846 | 94,948 | ||||||
| TOTAL CURRENT ASSETS | 14,486,122 | 14,228,095 | ||||||
| Loan to third parties, noncurrent | 244,102 | 224,588 | ||||||
| Property and equipment, net | 402,008 | 411,736 | ||||||
| Long-term investment | 140,469 | 137,804 | ||||||
| Operating lease right-of-use assets | 250,205 | 140,556 | ||||||
| Long-term rent deposit | 39,098 | 44,228 | ||||||
| Contract cost assets-non-current | 55,349 | - | ||||||
| Deferred tax assets, net | 236,076 | 261,251 | ||||||
| TOTAL ASSETS | $ | 15,853,429 | $ | 15,448,258 | ||||
| CURRENT LIABILITIES: | ||||||||
| Due to related parties | $ | 448,736 | $ | 478,278 | ||||
| Deferred revenue | 1,707,219 | 1,636,802 | ||||||
| Operating lease liabilities, current | 149,209 | 117,711 | ||||||
| Taxes payable | 1,001,135 | 1,013,350 | ||||||
| Other payables | 62,215 | 107,013 | ||||||
| Accrued expenses and other liabilities | 205,242 | 156,756 | ||||||
| Accounts payable | 316,066 | 154,256 | ||||||
| TOTAL CURRENT LIABILITIES | 3,889,822 | 3,664,166 | ||||||
| Operating lease liabilities, noncurrent | 105,549 | 14,539 | ||||||
| TOTAL LIABILITIES | 3,995,371 | 3,678,705 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY | ||||||||
| Ordinary shares, $0.01 par value, 500,000,000 authorized, 2,922,559 shares issued and outstanding as of September 30 and March 31, 2025, respectively | 29,226 | 29,226 | ||||||
| Class A, $0.01 par value, 100,000,000 authorized, 1,488,000 shares issued and outstanding as of September 30 and March 31, 2025, respectively | 14,880 | 14,880 | ||||||
| Additional paid-in capital | 5,139,116 | 5,139,116 | ||||||
| Statutory reserve | 867,530 | 867,530 | ||||||
| Retained earnings | 5,727,697 | 5,897,255 | ||||||
| Accumulated other comprehensive loss | (1,074,824 | ) | (1,236,374 | ) | ||||
| Total shareholders’ equity | 10,703,625 | 10,711,633 | ||||||
| Non-controlling interest | 1,154,433 | 1,057,920 | ||||||
| TOTAL EQUITY | 11,858,058 | 11,769,553 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 15,853,429 | $ | 15,448,258 | ||||
WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Six Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | 3,058,630 | $ | 2,799,328 | ||||
| COST OF REVENUE AND RELATED TAX | ||||||||
| Cost of revenue | 1,218,852 | 1,217,472 | ||||||
| Business and sales related tax | 13,244 | 10,083 | ||||||
| GROSS PROFIT | 1,826,534 | 1,571,773 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | 784,954 | 756,639 | ||||||
| General and administrative expenses | 1,055,492 | 1,386,486 | ||||||
| Total operating expenses | 1,840,446 | 2,143,125 | ||||||
| LOSS FROM OPERATIONS | (13,912 | ) | (571,352 | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Interest income | 25,977 | 99,809 | ||||||
| Other expenses | (10,340 | ) | (19,254 | ) | ||||
| Total other income (expense), net | 15,637 | 80,555 | ||||||
| INCOME (LOSS) BEFORE INCOME TAX PROVISION | 1,725 | (490,797 | ) | |||||
| PROVISION FOR INCOME TAXES | 57,707 | 89,953 | ||||||
| NET LOSS | (55,982 | ) | (580,750 | ) | ||||
| Less: net loss attributable to non-controlling interest | 113,576 | (31,755 | ) | |||||
| NET LOSS ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | (169,558 | ) | $ | (548,995 | ) | ||
| COMPREHENSIVE INCOME (LOSS) | ||||||||
| Net loss | (55,982 | ) | (580,750 | |||||
| Other comprehensive loss: foreign currency translation gain | 144,488 | 284,541 | ||||||
| Total comprehensive income (loss) | $ | 88,506 | (296,209 | ) | ||||
| Less: Comprehensive loss attributable to non-controlling interest | (17,063 | ) | (40,825 | ) | ||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | 105,569 | $ | (255,384 | ) | |||
| (Loss) earnings per ordinary share - basic and diluted | ||||||||
| Ordinary shares | $ | (0.04 | ) | $ | (0.12 | ) | ||
| Class A | $ | (0.04 | ) | - | ||||
| Weighted average shares - basic and diluted | ||||||||
| Ordinary shares | 2,922,559 | 4,410,559 | ||||||
| Class A | 1,488,000 | - | ||||||
WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATION STATEMENTS OF CHANGES IN EQUITY
| Common Shares | Class A | Additional Paid-in |
Statutory | Retained | Accumulated Other Comprehensive Income |
Total Wah Fu Shareholders’ |
Non- controlling |
Total Shareholders’ |
||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Reserve | Earnings | (Loss) | Equity | Interest | Equity | ||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 2,922,559 | $ | 29,226 | 1,488,000 | 14,880 | $ | 5,139,116 | $ | 867,530 | $ | 5,897,255 | $ | (1,236,374 | ) | $ | 10,711,633 | $ | 1,057,920 | $ | 11,769,553 | ||||||||||||||||||||||||
| Net income | - | - | - | - | - | - | (169,558 | ) | - | (169,558 | ) | 113,576 | (55,982 | ) | ||||||||||||||||||||||||||||||
| Appropriation of statutory reserve | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | - | - | 161,550 | 161,550 | (17,063 | ) | 144,487 | |||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 2,922,559 | $ | 29,226 | 1,488,000 | 14,880 | $ | 5,139,116 | $ | 867,530 | $ | 5,727,697 | $ | (1,074,824 | ) | $ | 10,703,625 | $ | 1,154,433 | $ | 11,858,058 | ||||||||||||||||||||||||
| Balance, March 31, 2024 | 4,410,559 | $ | 44,106 | - | - | $ | 5,124,236 | $ | 867,530 | $ | 6,362,554 | $ | (1,248,648 | ) | $ | 11,149,778 | $ | 1,009,458 | $ | 12,159,236 | ||||||||||||||||||||||||
| Net income | - | - | - | - | - | (548,995 | ) | - | (548,995 | ) | (31,755 | ) | (580,750 | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | - | - | - | 325,366 | 325,366 | (40,825 | ) | 284,541 | ||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | 4,410,559 | $ | 44,106 | - | - | $ | 5,124,236 | $ | 867,530 | $ | (5,813,559 | ) | $ | (923,282 | ) | $ | 10,926,149 | $ | 936,878 | $ | 11,863,027 | |||||||||||||||||||||||
WAH FU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (55,982 | ) | $ | (580,750 | ) | ||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 28,215 | 45,344 | ||||||
| Amortization of right-of-use assets | 3,267 | 110,983 | ||||||
| Loss from disposal of property and equipment | 679 | 3,245 | ||||||
| Provision for doubtful accounts | (271,188 | ) | 127,686 | |||||
| Interest income from loan to third parties | (23,284 | ) | (14,995 | ) | ||||
| Deferred tax expense | 29,911 | 37,262 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 627,527 | 284,584 | ||||||
| Contract cost asset | (219,066 | ) | - | |||||
| Other receivable, net | (215,688 | ) | (782,810 | ) | ||||
| Other current assets | 16,996 | 37,521 | ||||||
| Deferred revenue | 38,349 | (288,352 | ) | |||||
| Taxes payable | (31,482 | ) | 5,601 | |||||
| Other payable | (45,187 | ) | 116,056 | |||||
| Operating lease liabilities | 9,614 | (103,468 | ) | |||||
| Accrued expenses and other liabilities | 202,130 | (185,969 | ) | |||||
| Net cash Provided by (used in) operating activities | 94,811 | (1,188,062 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (11,389 | ) | (8,281 | ) | ||||
| Payments made for loans to third parties | (3,085,584 | ) | - | |||||
| Repayment received for loans to third parties | 2,348,936 | 24,845 | ||||||
| Purchase of ownership of a subsidiary | - | (53,733 | ) | |||||
| Net cash used in investing activities | (748,037 | ) | (37,169 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advance from related parties | 18,828 | - | ||||||
| Repayment to related parties | (54,491 | ) | - | |||||
| Net cash used in financing activities | (35,663 | ) | - | |||||
| Effect of exchange rate fluctuation on cash | 138,561 | 324,576 | ||||||
| Net decrease in cash | (550,328 | ) | (900,655 | ) | ||||
| Cash at beginning of the period | 10,131,392 | 11,045,708 | ||||||
| Cash at end of the period | $ | 9,581,064 | $ | 10,145,053 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for income taxes | $ | (10,037 | ) | $ | (49,575 | ) | ||
| Non-cash financing activities | ||||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | 109,073 | $ | - | ||||
8