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6-K 1 form6-k.htm 6-K

 

 

 

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2025

 

Commission File Number 001-42751

 

MEGA FORTUNE COMPANY LIMITED

(Translation of registrant’s name into English)

 

Unit 327 3/F 16W 16, Science Park West Avenue
Shatin, New Territories, Hong Kong

(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 ☐

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Results of Operations

 

On September 30, 2025, Mega Fortune Company Limited (the “Company” or the “Registrant”) announced its financial results for the first half of the fiscal year ended March 31, 2025. A copy of the Company’s press release announcing the results is furnished as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

 

Exhibit No.   Title of Exhibit
99.1   Mega Fortune Reports First Half 2025 Financial Results

 

 

 

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.

 

Date: September 30, 2025

 

  MEGA FORTUNE COMPANY LIMITED
   
  By: /s/ Siu Fung Tang
  Name: Siu Fung Tang
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Mega Fortune Company Limited Announces Financial Results for the First Half of Fiscal Year 2025

 

Mega Fortune Company Limited (“Mega” or the “Company”) (Nasdaq: MGRT) is an offshore holding company incorporated in the Cayman Islands with no material operations of its own. Through its Hong Kong operating entities, the Company provides a full range of Internet of Things (“IoT”) solutions and services, including development and implementation, support and maintenance, as well as the sale of hardware and other IoT-related products to customers in Hong Kong. The Company today announced its unaudited financial results for the six months ended March 31, 2025 (“First Half 2025”).

 

First Half of Fiscal Year 2025 Financial Results

 

   

For the Six Months Ended

March 31,

 
    2025     2024     Variance  
    US$     US$     US$     %  
Revenues                                
- IoT Solutions services     2,903,798       1,024,267       1,879,531       183.5  
- Business Process Outsourcing (“BPO”) services     1,277,950       693,224       584,726       84.3  
- IoT Support and Maintenance services     1,155,204       197,677       957,527       484.4  
- Trading income     34,661       13,016       21,645       166.3  
Total Revenue     5,371,613       1,928,184       3,443,429       178.6  
Cost of revenue     (3,986,272 )     (1,063,864 )     2,922,408       274.7  
Gross profit     1,385,341       864,320       521,021       60.3  
Selling and marketing expenses     (126,296 )     (99,874 )     26,422       26.5  
General and administrative expenses     (219,766 )     (610,122 )     (390,356 )     (64.0 )
Other income, net     49,041       14,803       34,238       231.3  
Income before income tax expense     1,088,320       169,127       919,193       543.5  
Income tax expenses     (175,881 )     (77,149 )     98,732       128.0  
Net income     912,439       91,978       820,461       892.0  

 

Revenues

 

Total revenues increased by $3,443,429, or 178.6%, from $1,928,184 for the six months ended March 31, 2024 to $5,371,613 for the six months ended March 31, 2025. This increase in total revenues was primarily driven by a substantial growth across all of our IoT Integration Solutions services, BPO services and IoT Support and Maintenance services.

 

IoT Integration Solutions services – Revenue from IoT Integration Solutions services significantly increased by 183.5%, from $1,024,267 for the six months ended March 31, 2024, to $2,903,798 for the six months ended March 31, 2025. The growth was mainly driven by the expansion of our scale of operations, which enabled us to undertake larger and more complex projects that commanded higher contract values, along with successful customer acquisition efforts that broadened our client base for the six months ended March 31, 2025.

 

BPO services – Revenue from BPO services increased by 84.3%, from $693,224 for the six months ended March 31, 2024, to $1,277,950 for the six months ended March 31, 2025. This growth was driven by the onboarding of eight new BPO customers, complemented by continued service demand from our existing client base.

 

IoT Support and Maintenance services – Revenue from IoT Support and Maintenance services increased by 484.4%, from $197,677 for the six months ended March 31, 2024, to $1,155,204 for the six months ended March 31, 2025. The sharp increase reflected an expanded customer base and higher levels of service engagements, particularly for advanced technical support and large-scale maintenance to meet evolving customer requirements.

 

Trading sales – Trading sales had an increase from $13,016 for the six months ended March 31, 2024, to $34,661 for the six months ended March 31, 2025. In line with our strategic shift toward IoT-related services, we maintained a limited level of sales with customers.

 

Cost of revenues

 

Cost of revenues increased by $2,922,408, or 274.7%, from $1,063,864 for the six months ended March 31, 2024 to $3,986,272 for the six months ended March 31, 2025. The increase was primarily attributable to the greater scale of services provided, which required additional resources to complete projects.

 

 

 

Gross profit

 

Our gross profit increased by $521,021, or 60.3%, from $864,320 for the six months ended March 31, 2024 to $1,385,341 for the six months ended March 31, 2025. Our gross profit margin for the six months ended March 31, 2025 was 25.8%, compared to 44.8% for the six months ended March 31, 2024.

 

The decline in margin was mainly due to increased reliance on subcontractors as service volumes expanded. With limited internal engineering capacity, we engaged external resources to support project delivery. In addition, the larger and more complex projects undertaken required specialized expertise, resulting in higher vendor costs.

 

Operating expenses

 

Selling and marketing expenses were increased to $126,296 for the six months ended March 31, 2025, from $99,874 for the six months ended March 31, 2024, reflecting the expansion of our sales and business development team to support outreach and engagement with new customers in line with revenue growth.

 

General and administrative expenses decreased from $610,122 for the six months ended March 31, 2024, compared to $219,766 for the six months ended March 31, 2025. The decrease in general and administrative expenses was mainly due to we incurred a significant amount of professional fee related to the auditing of our consolidated financial statements in the six months ended March 31, 2024. In addition, we downsized the administrative department and implemented cost-saving measures to better control operating expenses. These reductions were partially offset by an increase in the allowance for expected credit losses during the six months ended March 31, 2025.

 

Other income, net

 

Other income increased by $34,238 from $14,803 for the six months ended March 31, 2024 to $49,041 for the six months ended March 31, 2025. The increase was mainly due to (i) an increase of $16,936 in government subsidies; and (ii) an increase of $14,330 in ancillary services income, which are not within the scope of ASC 606. [these numbers do not add up to 34,238]

 

Income before income taxes

 

We had an income before income taxes of $169,127 and $1,088,320 for the six months ended March 31, 2024 and 2025, respectively. The improvement primarily reflected higher revenues driven by the expansion of our business activities, as well as reduced general and administrative expenses, resulting in a net increase of $919,193 in our income before taxes for the six months ended March 31, 2025.

 

Income tax expense

 

Income tax expense increased from $77,149 for the six months ended March 31, 2024 to $175,881 for the six months ended March 31, 2025. This increase was primarily due to higher taxable income as a result of our business growth.

 

Net income

 

As a result of the foregoing factors, net income increased by $820,461, or 892.0%, from $91,978 for the six months ended March 31, 2024 to $912,439 for the six months ended March 31, 2025.

 

Cash Flows

 

Operating activities

 

Net cash provided by operating activities for the six months ended March 31, 2025 was $1,125,454, as compared to the net income  [?] of $912,439. The difference was primarily attributable to (i) an increase of $3,123,810 in accounts receivable due to intensified sales activities with slower payment collected from customers; (ii) an increase of $3,258,714 in accounts payable by slowing payments to our suppliers in order to better optimize our cash flow; (iii) an increase of $140,885 in income tax payables for the provision of Hong Kong Profits tax; and (iv) a decrease of $151,501 in accrued expenses and other liabilities with less operating expenses for the six months ended March 31, 2025.

 

Net cash used in operating activities for the six months ended March 31, 2024 was $24,215, as compared to the net income [?] of $91,978. The difference was primarily attributable to (i) an increase of $546,856 in accounts receivable due to intensified sales activities with our customers near the period end and with slower payment collected from customers; (ii) an increase of $49,716 in accounts payable by slowing payments to our suppliers in order to better optimize our cash flow; (iii) an increase of $266,582 in accrued expenses and other liabilities with accrued professional fee for auditing our consolidated financial statements; and (iv) an increase of $77,063 in income tax payables for the provision of Hong Kong Profits Tax.

 

Investing activities

 

Net cash used in investing activities for the six months ended March 31, 2025 and 2024 were $nil and $7,356, respectively, which was entirely spent on the purchase of property and equipment.

 

 

 

Financing activities

 

Net cash used in financing activities for the six months ended March 31, 2025 was $1,111,567. This was primarily due to repayment to related parties of $747,841 and payment of offering costs related to initial public offering of $323,237. In addition, SME Term Loan of $40,489 was settled during the six months ended March 31, 2025.

 

Net cash used in financing activities for the six months ended March 31, 2024 was $151,398. This was primarily due to the repayment of SME Term Loan of $54,194 and payment of offering costs related to initial public offering of $65,000 during the six months ended March 31, 2024.

 

Recent Events

 

On July 17, 2025, the Company closed its initial public offering of 3,750,000 ordinary shares, par value $0.000001 per share (the “Ordinary Shares”). The Ordinary Shares were priced at $4.00 per share. The Ordinary Shares were previously approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “MGRT” on July 16, 2025.

 

About Mega Fortune Company Limited

 

Mega Fortune Company Limited (the “Company”) is an Internet of Things (“IoT”) solution provider in Hong Kong. Through its operating subsidiary QBS System Limited (“QBS System”), the Company has specialized in delivering comprehensive IoT solutions and services across various industries. QBS System’s business service portfolio includes the provision of IoT Integration Solution Services, IoT Maintenance and Support services, Business Process Outsourcing (“BPO”) services and trading sales. Through its IoT platform, tools and services, QBS system helps enterprises through their digital transformation, launch IoT initiatives, upscale an existing IoT application or integrate any IoT solution with a legacy system to help them become more innovative, effective and productive. The Company’s vision is to become the preferred choice for IoT solutions for enterprises and projects in the Asia-Pacific region.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. 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, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. 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 registration statement and other filings with the SEC, which are available for review at www.sec.gov.

 

For more information, please contact:

 

Mega Fortune Company Limited

Phone: +852 5627 5338

Email: priscilla.cheng@megafortune-group.com

 

 

 

MEGA FORTUNE COMPANY LIMITED

 

Unaudited Condensed Consolidated Balance Sheets

 

(Expressed in U.S. Dollars, except for the number of shares)

 

    As of  
   

March 31,

2025

   

September 30,

2024

 
    (Unaudited)     (Audited)  
Assets                
Current Assets                
Cash and cash equivalents   $ 380,083     $ 371,918  
Accounts receivable, net     5,395,264       2,337,202  
Prepayments and other assets, net     15,135       17,696  
Total current assets     5,790,482       2,726,816  
                 
Property and equipment, net     7,525       9,469  
Operating lease right-of-use assets, net     84,080       101,187  
Deferred initial public offering (“IPO”) costs     880,420       557,183  
Deferred tax assets, net     43,889       33,551  
Total assets   $ 6,806,396     $ 3,428,206  
                 
Liabilities and shareholders’ equity                
                 
Liabilities                
Current liabilities                
Accounts payable   $ 3,278,955     $ 21,359  
Contract liabilities     56,022       21,995  
Bank loans, current     59,328       71,305  
Amounts due to related parties     111,024       859,787  
Income tax payable     404,381       263,902  
Operating lease liabilities, current     37,482       36,450  
Accrued expenses and other liabilities     166,143       317,788  
Total current liabilities     4,113,335       1,592,586  
                 
Bank loans, non-current     382,744       411,901  
Operating lease liabilities, non-current     46,598       65,703  
Total liabilities   $ 4,542,677     $ 2,070,190  
                 
Commitments and contingencies                
                 
Shareholders’ equity                
Ordinary shares, $0.000001 par value, 50,000,000,000 shares authorized, 10,000,000 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively*   $ 10     $ 10  
Subscription receivables     (10 )     (10 )
Additional paid-in capital     13       13  
Retained earnings     2,260,190       1,347,751  
Accumulated other comprehensive income     3,516       10,252  
Total shareholders’ equity     2,263,719       1,358,016  
                 
Total liabilities and shareholders’ equity   $ 6,806,396     $ 3,428,206  

 

* Retrospectively restated for effect of share reorganization and share split.

 

 

 

MEGA FORTUNE COMPANY LIMITED

 

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income

 

(Expressed in U.S. dollar, except for the number of shares)

 

    For the Six Months Ended  
    March 31,  
    2025     2024  
    (Unaudited)     (Unaudited)  
Revenues   $ 5,371,613     $ 1,928,184  
                 
Cost of revenues     (3,986,272 )     (1,063,864 )
                 
Gross profit     1,385,341       864,320  
                 
Operating expenses                
Selling and marketing expenses     (126,296 )     (99,874 )
General and administrative expenses     (219,766 )     (610,122 )
Total operating expenses     (346,062 )     (709,996 )
                 
Income from operations     1,039,279       154,324  
                 
Other income, net                
Foreign exchange transaction losses     (147 )     (112 )
Interest expense     (7,316 )     (10,253 )
Interest income     192       122  
Government grants     32,402       15,466  
Sundry income     23,910       9,580  
Total other income, net     49,041       14,803  
                 
Income before income tax expenses     1,088,320       169,127  
Income tax expenses     (175,881 )     (77,149 )
Net income     912,439       91,978  
                 
Other comprehensive income                
Foreign currency translation adjustments     (6,736 )     942  
Total comprehensive income   $ 905,703     $ 92,920  
                 
Earnings per share:                
Basic and diluted   $ 0.09     $ 0.01  
                 
Weighted average number of ordinary shares outstanding:                
Ordinary shares - Basic and diluted*     10,000,000       10,000,000  

 

* Retrospectively restated for effect of share reorganization and share split.

 

 

 

MEGA FORTUNE COMPANY LIMITED

 

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

(Expressed in U.S. dollar, except for the number of shares)

 

    For the Six months ended March 31, 2024  
    Ordinary shares                                
    Number issued*     Amount     Subscription receivables     Additional paid-in capital     Retained earnings     Accumulated other comprehensive income     Total  

Balance as of September 30, 2023 (Audited)

    10,000,000     $ 10     $ (10 )   $ 13     $ 946,217     $ 6,281     $ 952,511  
                                                         
Net income     -       -       -       -       91,978       -       91,978  
Foreign currency translation adjustment     -       -       -       -       -       942       942  
                                                         
Balance as of March 31, 2024 (Unaudited)     10,000,000     $ 10     $ (10 )   $ 13     $ 1,038,195     $ 7,223     $ 1,045,431  

 

    For the Six months ended March 31, 2025  
    Ordinary shares                                
    Number issued*     Amount      Subscription receivables     Additional paid-in capital     Retained earnings     Accumulated other comprehensive income      Total  
Balance as of September 30, 2024 (Audited)     10,000,000     $ 10     $ (10 )   $ 13     $ 1,347,751     $ 10,252     $ 1,358,016  
                                                         
Net income     -       -       -       -       912,439       -       912,439  
Foreign currency translation adjustment     -       -       -       -       -       (6,736 )     (6,736 )
                                                         

Balance as of March 31, 2025 (Unaudited)

    10,000,000     $ 10     $ (10 )   $ 13     $ 2,260,190     $ 3,516     $ 2,263,719  

 

* Retrospectively restated for effect of share reorganization and share split.

 

 

 

MEGA FORTUNE COMPANY LIMITED

 

Unaudited Condensed Consolidated Statements of Cash Flows

 

(Expressed in U.S. dollar)

 

  For the Six Months Ended March 31,  
    2025     2024  
    (Unaudited)     (Unaudited)  
Cash flows from operating activities:                
Net income   $ 912,439     $ 91,978  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:                
Depreciation     1,932       2,927  
Provision of expected credit losses     61,076       24,428  
Amortization of operating lease right-of-use assets     16,975       19,091  
Deferred tax benefits     (10,387 )     (3,288 )
                 
Change in operating assets and liabilities:                
Accounts receivable, net     (3,123,810 )     (546,856 )
Prepayments and other assets, net     3,002       (13,828 )
Accounts payable     3,258,714       49,716  
Contract liabilities     34,068       28,105  
Income tax payable     140,885       77,063  
Operating lease liabilities     (17,939 )     (20,133 )
Accrued expenses and other liabilities     (151,501 )     266,582  
Net cash provided by (used in) operating activities     1,125,454       (24,215 )
                 
Cash flows from investing activities:                
Purchases of property and equipment     -       (7,356 )
Net cash used in investing activities     -       (7,356 )
                 
Cash flows from financing activities:                
Repayments of bank loans     (40,489 )     (54,194 )
Payments of offering costs related to IPO     (323,237 )     (65,000 )
Advance from related parties     -       159,683  
Repayment to related parties     (747,841 )     (191,887 )
Net cash used in financing activities     (1,111,567 )     (151,398 )
                 
Net increase (decrease) in cash and cash equivalents     13,887       (182,969 )
Effect of exchange rate changes on cash and cash equivalents     (5,722 )     874  
Cash and cash equivalents, beginning of period     371,918       619,570  
Cash and cash equivalents, end of period   $ 380,083     $ 437,475  
                 
Supplemental disclosures of cash flow information:                
Income tax paid   $ 45,383     $ 3,374  
Interest received     192       122  
Interest paid     7,316       10,253  
Listing fee paid   $ 323,237     $ 65,000