6-K
Mega Fortune Co Ltd (MGRT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF THE
SECURITIESEXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number 001-42751
MegaFortune Company Limited
(Translation of registrant’s name into English)
Unit327 3/F 16W 16, Science Park West AvenueShatin, 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 ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
Resultsof 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<br> Fung Tang |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
MegaFortune 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”).
FirstHalf of Fiscal Year 2025 Financial Results
| For the Six Months Ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Variance | |||||||
| US | US | US | % | ||||||
| Revenues | |||||||||
| - IoT Solutions services | 183.5 | ||||||||
| - Business Process Outsourcing (“BPO”) services | 84.3 | ||||||||
| - IoT Support and Maintenance services | 484.4 | ||||||||
| - Trading income | 166.3 | ||||||||
| Total Revenue | 178.6 | ||||||||
| Cost of revenue | ) | ) | 274.7 | ||||||
| Gross profit | 60.3 | ||||||||
| Selling and marketing expenses | ) | ) | 26.5 | ||||||
| General and administrative expenses | ) | ) | ) | (64.0 | ) | ||||
| Other income, net | 231.3 | ||||||||
| Income before income tax expense | 543.5 | ||||||||
| Income tax expenses | ) | ) | 128.0 | ||||||
| Net income | 892.0 |
All values are in US Dollars.
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.
Costof 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.
Grossprofit
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.
Operatingexpenses
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.
Otherincome, 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]
Incomebefore 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.
Incometax 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.
Netincome
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.
CashFlows
Operatingactivities
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.
Investingactivities
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.
Financingactivities
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.
RecentEvents
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.
AboutMega 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-LookingStatements
Certainstatements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks anduncertainties and are based on the Company’s current expectations and projections about future events that the Company believesmay affect its financial condition, results of operations, business strategy and financial needs, including the expectation that theOffering 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 similarexpressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurringevents or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectationsexpressed 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 toreview 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.
Formore information, please contact:
MegaFortune Company Limited
Phone: +852 5627 5338
Email: [email protected]
MEGAFORTUNE COMPANY LIMITED
UnauditedCondensed Consolidated Balance Sheets
(Expressedin U.S. Dollars, except for the number of shares)
| As of | ||||||
|---|---|---|---|---|---|---|
| March 31,<br> <br>2025 | September 30,<br> <br>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.
MEGAFORTUNE COMPANY LIMITED
UnauditedCondensed Consolidated Statements of Operations and Comprehensive Income
(Expressedin 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.
MEGAFORTUNE COMPANY LIMITED
UnauditedCondensed Consolidated Statements of Changes in Shareholders’ Equity
(Expressedin U.S. dollar, except for the number of shares)
| For the Six<br> months ended March 31, 2024 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | |||||||||||||||||
| Number issued* | Amount | Subscription<br> receivables | Additional paid-in<br> capital | Retained earnings | Accumulated other<br> comprehensive income | Total | |||||||||||
| Balanceas 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<br>adjustment | - | - | - | - | - | 942 | 942 | ||||||||||
| Balance as of March 31, 2024<br> (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 | Additionalpaid-in capital | Retainedearnings | Accumulatedother 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 | ) | ||||||||
| Balanceas 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.
MEGAFORTUNE COMPANY LIMITED
UnauditedCondensed Consolidated Statements of Cash Flows
(Expressedin U.S. dollar)
| For<br> the Six Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Unaudited) | (Unaudited) | |||||
| Cash flows<br> from operating activities: | ||||||
| Net<br> income | $ | 912,439 | $ | 91,978 | ||
| Adjustments<br> to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Depreciation | 1,932 | 2,927 | ||||
| Provision<br> of expected credit losses | 61,076 | 24,428 | ||||
| Amortization<br> of operating lease right-of-use assets | 16,975 | 19,091 | ||||
| Deferred<br> tax benefits | (10,387 | ) | (3,288 | ) | ||
| Change<br> in operating assets and liabilities: | ||||||
| Accounts<br> receivable, net | (3,123,810 | ) | (546,856 | ) | ||
| Prepayments<br> and other assets, net | 3,002 | (13,828 | ) | |||
| Accounts<br> payable | 3,258,714 | 49,716 | ||||
| Contract<br> liabilities | 34,068 | 28,105 | ||||
| Income<br> tax payable | 140,885 | 77,063 | ||||
| Operating<br> lease liabilities | (17,939 | ) | (20,133 | ) | ||
| Accrued<br> expenses and other liabilities | (151,501 | ) | 266,582 | |||
| Net cash<br> provided by (used in) operating activities | 1,125,454 | (24,215 | ) | |||
| Cash flows<br> from investing activities: | ||||||
| Purchases<br> of property and equipment | - | (7,356 | ) | |||
| Net<br> cash used in investing activities | - | (7,356 | ) | |||
| Cash flows<br> from financing activities: | ||||||
| Repayments<br> of bank loans | (40,489 | ) | (54,194 | ) | ||
| Payments<br> of offering costs related to IPO | (323,237 | ) | (65,000 | ) | ||
| Advance<br> from related parties | - | 159,683 | ||||
| Repayment<br> to related parties | (747,841 | ) | (191,887 | ) | ||
| Net<br> cash used in financing activities | (1,111,567 | ) | (151,398 | ) | ||
| Net increase (decrease) in<br> cash and cash equivalents | 13,887 | (182,969 | ) | |||
| Effect of exchange rate changes<br> on cash and cash equivalents | (5,722 | ) | 874 | |||
| Cash<br> and cash equivalents, beginning of period | 371,918 | 619,570 | ||||
| Cash<br> and cash equivalents, end of period | $ | 380,083 | $ | 437,475 | ||
| Supplemental<br> disclosures of cash flow information: | ||||||
| Income<br> tax paid | $ | 45,383 | $ | 3,374 | ||
| Interest<br> received | 192 | 122 | ||||
| Interest<br> paid | 7,316 | 10,253 | ||||
| Listing<br> fee paid | $ | 323,237 | $ | 65,000 |