エドガーで原本を確認する
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 ACT OF 1933
For the month of September, 2025
Commission File Number: 001-42415
NEW CENTURY LOGISTICS (BVI) LIMITED
(Name of Registrant)
Office A-E, 33/F, King Palace Plaza,
55 King Yip Street, Kwun Tong,
Kowloon, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F | ☒ | Form 40-F | ☐ |
NEW CENTURY LOGISTICS (BVI) LIMITED Reports Financial Results for the Six Months Ended March 31, 2025
NEW CENTURY LOGISTICS (BVI) LIMITED (the “Company”) is furnishing this current report on Form 6-K to provide its unaudited condensed consolidated financial statements for the six months ended March 31, 2025, and to provide its Management’s Discussion and Analysis of Financial Condition and Results of Operations with respect to such financial statements.
The unaudited condensed consolidated financial statements as of March 31, 2025 are attached to this Form 6-K as Exhibit 99.1, and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended March 31, 2025 is attached as Exhibit 99.2. These unaudited condensed consolidated financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K and the exhibits hereto contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to significant risks and uncertainties that are described more fully in “Item 3. Key Information-D. Risk Factors” on our annual report on Form 20-F filed with the SEC on January 28, 2025. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Fluctuations in our future financial results may negatively impact the value of our ordinary shares. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:
| ● | Assumptions about our future financial and operating results, including revenue, income expenditures, cash balances, and other financial items; |
| ● | Our ability to execute our growth, and expansion, including our ability to meet our goals; |
| ● | Current and future economic and political conditions; |
| ● | Our capital requirements and our ability to raise any additional financing which we may require; |
| ● | Our ability to attract clients and further enhance our brand recognition; |
| ● | Our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; |
| ● | Trends and competition in the freight forwarding industry; |
| ● | Other assumption described in this report underlying or relating to any forward-looking statements. |
|
|
Should one or more of the foregoing risks or uncertainties materialize, should any of our assumptions prove incorrect, or should we be unable to address any of the foregoing factors, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s report and other filings with the U.S. Securities and Exchange Commission. As a result, you are cautioned not to rely on any forward-looking statements.
Financial Statements and Exhibits.
Exhibits:
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements as of March 31, 2025 and for the Six Months Ended March 31, 2025 and 2024. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.v | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
|
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.
| New Century Logistics (BVI) Limited | ||
| Date: September 30, 2025 | By: | /s/ Ching Shun Ngan |
| Ching Shun Ngan | ||
| Chief Executive Officer | ||
|
|
Exhibit 99.1
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 288,545 | 659,320 | ||||||
| Account receivable, net | 9,998,694 | 13,237,577 | ||||||
| Due from related parties | - | 783,206 | ||||||
| Deferred listing cost | - | 1,928,701 | ||||||
| Deposits and other receivable | 2,811,337 | 473,897 | ||||||
| Total current assets | 13,098,576 | 17,082,701 | ||||||
| Non-current assets: | ||||||||
| Property, plant and equipment | 6,432 | 33,322 | ||||||
| Right-of-use assets - operating leases | 530,590 | 1,009,259 | ||||||
| Right-of-use assets - finance lease | 137,736 | 154,953 | ||||||
| Deferred tax assets | 172,617 | 172,617 | ||||||
| Total non-current assets | 847,375 | 1,370,151 | ||||||
| TOTAL ASSETS | 13,945,951 | 18,452,852 | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Bank overdraft | 481,276 | 591,207 | ||||||
| Bank loans – current | - | 897,435 | ||||||
| Accounts payable | 4,015,675 | 6,546,974 | ||||||
| Accruals and other current liabilities | 75,216 | 165,577 | ||||||
| Operating lease liabilities – current | 195,242 | 594,589 | ||||||
| Finance lease liabilities – current | 32,364 | 34,731 | ||||||
| Loan payable – related party | 177,905 | 2,430,691 | ||||||
| Due to related parties | 363,964 | - | ||||||
| Income tax payables | 437,995 | 462,563 | ||||||
| Total current liabilities | 5,779,638 | 11,723,767 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities – non-current | 315,083 | 394,392 | ||||||
| Finance lease liabilities – non-current | 109,302 | 125,721 | ||||||
| Total non-current liabilities | 424,385 | 520,113 | ||||||
| TOTAL LIABILITIES | 6,204,023 | 12,243,880 | ||||||
| Commitments and contingencies | - | - | ||||||
| Shareholders’ equity | ||||||||
| Ordinary shares, no par value, 100,000,000 shares authorized; and 21,500,000 and 20,000,000 shares issued and outstanding at March 31, 2025 and September 30, 2024 respectively | - | - | ||||||
| Additional paid-in capital | 3,552,876 | 153,647 | ||||||
| Retained earnings | 4,189,051 | 6,055,325 | ||||||
| Total shareholders’ equity | 7,741,928 | 6,208,972 | ||||||
| TOTAL LIABILITIES AND EQUITY | 13,945,951 | 18,452,852 | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F- |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| For the Six Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Revenues | 21,389,809 | 25,285,439 | ||||||
| Cost of revenues | (20,606,704 | ) | (22,812,668 | ) | ||||
| Gross profit | 783,105 | 2,472,771 | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | (2,613,863 | ) | (1,808,383 | ) | ||||
| Total operating expenses | (2,613,863 | ) | (1,808,383 | ) | ||||
| (Loss) Income from operations | (1,830,758 | ) | 664,388 | |||||
| Other income | 6,792 | 781 | ||||||
| Interest expense, net | (42,308 | ) | (56,490 | ) | ||||
| Total other expenses, net | (35,516 | ) | (55,709 | ) | ||||
| (Loss) Income before income tax expenses | (1,866,274 | ) | 608,679 | |||||
| Income tax expenses | - | (81,397 | ) | |||||
| Net (loss) income | (1,866,274 | ) | 527,282 | |||||
| Total comprehensive (loss) income | (1,866,274 | ) | 527,282 | |||||
| Net (Loss) Income per share attributable to ordinary shareholders | ||||||||
| Basic and diluted | (0.09 | ) | 0.03 | |||||
| Weighted average number of ordinary shares used in computing net (loss) income per share | 20,857,458 | 20,000,000 | ||||||
| F- |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary shares | Additional paid-in |
Retained | Total Stockholders’ |
|||||||||||||||||
| Number of | Amount | capital | earnings | Equity | ||||||||||||||||
| Shares | US$ | US$ | US$ | US$ | ||||||||||||||||
| Balance as of October 1, 2023 | 20,000,000 | - | 153,647 | 5,834,682 | 5,988,329 | |||||||||||||||
| Net income | - | - | - | 527,282 | 527,282 | |||||||||||||||
| Balance as of March 31, 2024 | 20,000,000 | - | 153,647 | 6,361,964 | 6,515,611 | |||||||||||||||
| Balance as of October 1, 2024 | 20,000,000 | - | 153,647 | 6,055,325 | 6,208,972 | |||||||||||||||
| Proceeds from initial public offering, net | 1,500,000 | - |
3,399,230 |
- | 3,399,230 | |||||||||||||||
| Net loss | - | - | - | (1,866,274 | ) | (1,866,274 | ) | |||||||||||||
| Balance as of March 31, 2025 | 21,500,000 | - | 3,552,877 | 4,189,051 | 7,741,928 | |||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F- |
NEW CENTURY LOGISTICS (BVI) LIMITED AND ITS SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements
For the six months ended March 31, 2025 and 2024 (Unaudited)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
New Century Logistics (BVI) Limited (the “Company”) was incorporated in the British Virgin Islands (“BVI”). The Company conducts its primary operations of provision of freight forwarding and ancillary logistics services in Hong Kong through its direct and indirect wholly owned subsidiaries that are incorporated and domiciled in Hong Kong, namely New Century Logistics Company Limited, NCEW Investment Consultants Limited (formerly known as GLF Cargo Services Limited), Win-Tec Transportation Company Limited, NCL USA Development Company Limited, and Sky Prime Film Production Limited.
On December 18, 2024, the Company closed its initial public offering (the “IPO”) of 1,500,000 ordinary shares (the “Ordinary Shares”) at a public offering of US$4.00 per ordinary share. The ordinary shares commenced trading on the Nasdaq Capital Market on December 18, 2024 under the ticker symbol “NCEW”. The Company received aggregate proceeds of US$6.0 million from this Offering, before deducting underwriting discounts and other related expenses.
2. REVENUE
A summary of the Company’s gross revenues disaggregated by major service lines and timing of revenue recognition for the six months ended March 31, 2025 and 2024, respectively, are as follow:
SCHEDULE OF DISAGGREGATE REVENUE RECOGNITION
| Six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Air freight forwarding services | 19,866,645 | 23,744,457 | ||||||
| Ocean freight forwarding services | 411,085 | 222,287 | ||||||
| Other services | 1,112,079 | 1,318,695 | ||||||
| Total | 21,389,809 | 25,285,439 | ||||||
| Timing of revenue recognition: | ||||||||
| Services transferred over time | 20,277,730 | 24,372,451 | ||||||
| Services transferred at a point in time | 1,112,079 | 912,988 | ||||||
| Total | 21,389,809 | 25,285,439 | ||||||
3. INCOME TAXES
Pursuant to the current rules and regulations, BVI currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. Therefore, the Company is not subject to any income tax in the BVI.
The Company is subject to Hong Kong profits tax at a rate of 16.5% on their taxable income generated from operations in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HKD2 million and 16.5% for any assessable profits in excess of HKD2 million.
4. OTHER INCOME
SCHEDULE OF OTHER INCOME
| For the six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Interest income | 425 | 350 | ||||||
| Exchange gain | 411 | - | ||||||
| Miscellaneous income | 5,956 | 431 | ||||||
| Other income | 6,792 | 781 | ||||||
| F- |
5. GENERAL AND ADMINISTRATIVE EXPENSES
The following table sets forth the breakdown of our general and administrative expenses for the six months ended March 31, 2025 and 2024:
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
| For the six months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Professional expense | 594,788 | 135,471 | ||||||
| Depreciation expense | 26,890 | 218,460 | ||||||
| Payroll expense | 1,218,928 | 1,057,751 | ||||||
| Staff welfare | 39,306 | 5,561 | ||||||
| Insurance expense | 37,049 | 6,589 | ||||||
| Auditor’s remuneration | 250,096 | 234,000 | ||||||
| Electricity & water | 8,057 | 8,096 | ||||||
| Motor expense | 49,726 | 29,944 | ||||||
| Sundry expenses | 109,405 | 25,322 | ||||||
| Travel expenses and entertainment | 219,218 | 29,234 | ||||||
| Bank charges | 11,269 | 8,396 | ||||||
| Reversal of expected credit loss | (86,285 | ) | (35,838 | ) | ||||
| Office expense | 62,360 | 43,703 | ||||||
| Computer accessories | 38,414 | 36,008 | ||||||
| Repairs and maintenance | 10,134 | 3,699 | ||||||
| Exchange difference | 24,508 | 1,987 | ||||||
| General and administrative expenses | 2,613,863 | 1,808,383 | ||||||
6. DIVIDENDS
No dividend was approved and declared during the six months ended March 31, 2025 and 2024.
7. SUBSEQUENT EVENTS
No other matter or circumstance has arisen up through the date that these unaudited condensed consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements.
| F- |