WAFU 6-K
Wah Fu Education Group Ltd (WAFU)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 UNDER
THESECURITIES EXCHANGE ACT OF 1934
Forthe month of March 7, 2025
CommissionFile Number: 001-38619
WahFu Education Group Ltd.
L207b,Hesheng Fortune Plaza, No.13 Deshengmenwai Street
XichengDistrict
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<br> — Wah Fu Education Group Ltd. Announces Financial Results for the First Half of Fiscal Year 2025 |
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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/<br> Yang Yu |
| Name: | Yang Yu |
| Title: | Chairman of the Board of<br> Directors Director |
Date: March 7, 2025
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Exhibit 99.1
WahFu Education Group Ltd. Announces Financial Results for the First Half of Fiscal Year 2025
BEIJING, China, March 7, 2025 (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, 2024.
FinancialHighlights for the Six Months Ended September 30, 2024
| For<br> the Six Months Ended<br><br> September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($’000,<br> except per share data) | 2024 | 2023 | %<br> Change | ||||||
| Revenue | $ | 2,799 | $ | 3,648 | (23.3 | )% | |||
| Gross profit | $ | 1,572 | $ | 2,063 | (23.8 | )% | |||
| Gross margin | 56.1 | % | 56.6 | % | (0.5 | )pp | |||
| (Loss) income from operations | $ | (571 | ) | $ | 273 | (309.5 | )% | ||
| Operating (loss) profit margin | (20.4 | )% | 7.5 | % | (27.9 | )pp | |||
| Net (loss) income | $ | (581 | ) | $ | 125 | (566.3 | )% | ||
| Basic and diluted (loss) earnings per share | $ | (0.12 | ) | $ | 0.05 | (343.3 | )% | ||
| * | pp: percentage points | ||||||||
| --- | --- |
| ● | Revenue decreased by 23.3%<br> year-over-year to $2.80 million for the six months ended September 30, 2024 from $3.65 million for the same period of the prior fiscal<br> year. The decrease in revenue was primarily attributable to a decrease in self-taught higher education exams included in our Business-to-Business-to-Customer<br> (“B2B2C”) revenue from our online education services. |
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| ● | Gross profit decreased<br> by 23.8% to $1.57 million for the six months ended September 30, 2024 from $2.06 million for the same period of the prior fiscal<br> year. Gross margins were 56.1% and 56.6% for the six months ended September 30, 2024 and 2023, respectively. The decrease in gross<br> profit of online education services was primarily due to the decrease in revenue. |
| --- | --- |
| ● | Loss from operations was<br> $0.57 million for the six months ended September 30, 2024 when it was income from operation of $0.27 million for the six months ended<br> September 30, 2023. Operating loss margin was 20.4% for the six months ended September 30, 2024, compared to operating profit margin<br> of 7.5% for the same period of the prior fiscal year. |
| --- | --- |
| ● | Net loss was $0.58 million<br> or, loss per share of $0.12 for the six months ended September 30, 2024, compared to net income of $0.13 million, or income per share<br> of $0.05, for the same period of the prior fiscal year. |
| --- | --- |
UnauditedFinancial Results for the six months ended September 30, 2024
Revenue
For the six months ended September 30, 2024, revenue decreased by $0.85 million, or 23.3%, to $2.80 million from $3.65 million for the same period of the prior fiscal year. The decrease in revenue was primarily due to the decrease of revenue from self-taught higher education exams included in our Business-to-Business-to-Customer (“B2B2C”) revenues from our online education services.
For the six months ended September 30, 2024, revenue from providing online education services decreased by $0.99 million for the same period of the prior fiscal year. The decrease was mainly due to a decrease in self-taught higher education exams included in our Business-to-Business-to-Customer (“B2B2C”) revenues. During the six months ended September 30, 2024, due to the implementation of local policies in Hunan province, some universities canceled the self-study examination, thus the courses provided to self-study examination decreased, the revenue from Business-to-Business-to-Customer (“B2B2C”) decreased gradually.
Costof revenue
Cost of revenue decreased by $0.35 million, or 22.4%, to $1.22 million for the six months ended September 30, 2024 from $1.57 million for the same period of the prior fiscal year. The decrease in overall cost of revenue was mainly due to decrease **in **cost of revenue for online education services. 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. As the decrease of online education service revenue, cost related to online education service deceased for the six months ended September 30, 2024 compared to the same period last year.
Grossprofit
Gross profit decreased by $0.49 million, or 23.8%, to $1.57 million for the six months ended September 30, 2024 from $2.06 million for the same period of the prior fiscal year. Gross margin decreased by 0.5 percent to 56.1% for the six months ended September 30, 2024 from 56.6% for the same period of the prior fiscal year. The decrease of gross profit was mainly due to the decrease of online education service revenue from self-taught higher education exams.
Operatingexpenses
Selling expenses decreased by $0.05 million, or 6.0%, to $0.76 million for the six months ended September 30, 2024 from $0.80 million for the same period of the prior fiscal year. This decrease was primarily due to the decrease in salaries for our sales department since our revenue decreased.
General and administrative expenses increased by $0.40 million, or 40.71%, to $1.39 million for the six months ended September 30, 2024 from $0.99 million for the same period of the prior fiscal year. General and administrative expenses increased mainly due to the increase of provision for bad debts.
Total operating expenses increased by $0.35 million, or 19.72%, to $2.14 million for the six months ended September 30, 2024 from $1.79 million for the same period of the prior fiscal year.
Income(loss) from operations
Loss form from operations was $0.57 million for the six months ended September 30, 2024 when it was an income of $0.27 for the six months ended September 30, 2023. Please see above for a detailed description of such Income (loss) from operations.
Otherincome (expenses)
Total other income expenses, including interest income, net of other expenses, net other income was $0.08 million for the six months ended September 30, 2024 when it was a net expense of $0.09 million in the same period of the prior fiscal year.
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Incomebefore income taxes
Loss before income taxes was $0.49 million for the six months ended September 30, 2024, compared to income before income taxes of $0.18 million for the same period of the prior fiscal year.
Netincome (loss) and earnings (loss) per share
Net loss was $0.58 million for the six months ended September 30, 2024, compared to net income of $0.12 million for the same period of the prior fiscal year. Net loss margin was 20.7% for the six months ended September 30, 2024, compared to net profit margin of 3.4% for the same period of the prior fiscal year.
After deducting non-controlling interests, net loss attributable to the Company was $0.55 million, or loss of $0.12 basic and diluted share, for the six months ended September 30, 2024. This compared to net profit of $0.23 million, or profit of $0.05 per basic and diluted share, for the same period of the prior fiscal year.
Weighted average numbers of shares outstanding were 4,410,559 and 4,440,085 for the six months ended September 30, 2024 and 2023.
FinancialCondition
As of September 30, 2024, the Company had cash of $10.15 million, compared to $11.05 million as of March 31, 2024. Total working capital was $10.56 million as of September 30, 2024, compared to $10.75 million as of March 31, 2024.
Net cash used in operating activates was $1.19 million for the six months ended September 30, 2024 compared to net cash used in operating activities of $0.10 million for the same period last year. Net cash used in investing activities for the six months ended September 30, 2024 was $0.04 million. There was no cash used in or provided by investing activities for the six months ended September 30, 2023. There was no cash used in or provided by financing activities for the six months ended September 30, 2024 and 2023.
SubsequentEvents
On January 21, 2025, Wah Fu Education Group Ltd. (the “Company”) amended and restated its memorandum and articles of association, including
| ● | Creation of a new class of Class A shares with each Class A share being entitled to fifteen (15) votes on all matters subject to vote at general meetings of the Company. Any Class A Shares which are fully paid may be converted into ordinary shares on a one-for-one basis at the option of the holder of such Class A Shares upon giving five days' notice by such holder to the Company. |
|---|---|
| ● | The maximum number of shares that the Company is authorized to issue was increased from 30,000,000 ordinary shares of US$0.01 par value each to 600,000,000 shares divided into 500,000,000 ordinary shares with a par value of US$0.01 each and 100,000,000 Class A shares with a par value of US$0.01 each. |
| --- | --- |
| ● | The redemption of 1,488,000 ordinary shares held by HFGFR Inc. and reissue of 1,488,000 Class A Shares to HFGFR Inc. were approved. |
| --- | --- |
Management has evaluated subsequent events through March 7, 2025, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2024 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.”
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AboutWah 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.
SafeHarbor Statement
Thispress release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-lookingstatements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptionsand 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-lookingstatements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materiallyfrom the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties andrisks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future businessdevelopment; product and service demand and acceptance; changes in technology; economic conditions; the growth of the online trainingindustry 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 orplans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Companywith the Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned notto place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’sfilings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update these forward-lookingstatements to reflect events or circumstances that arise after the date hereof.
Formore information, please contact:
Raincy Du
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WAHFU EDUCATION GROUP LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| As of<br> March 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash | 10,145,053 | $ | 11,045,708 | ||
| Accounts receivable, net | 646,487 | 1,039,580 | |||
| Other receivables, net | 1,014,317 | 188,441 | |||
| Loan to third parties, current | 514,634 | 524,969 | |||
| Loan to related parties | 1,778,524 | 1,778,524 | |||
| Other current assets | 59,728 | 95,583 | |||
| TOTAL CURRENT ASSETS | 14,158,743 | 14,672,805 | |||
| Loan to third parties, noncurrent | 215,229 | 194,229 | |||
| Property and equipment, net | 464,073 | 485,660 | |||
| Intangible assets, net | 1,918 | 7,456 | |||
| Long-term investment | 142,499 | 138,498 | |||
| Operating lease right-of-use assets | 237,865 | 341,895 | |||
| Long-term rent deposit | 45,735 | 53,303 | |||
| Deferred tax assets, net | 231,919 | 262,577 | |||
| TOTAL ASSETS | 15,497,981 | $ | 16,156,423 | ||
| CURRENT LIABILITIES: | |||||
| Due to related parties | 315,512 | $ | 315,512 | ||
| Deferred revenue | 1,575,010 | 1,818,426 | |||
| Operating lease liabilities, current | 197,316 | 260,283 | |||
| Taxes payable | 1,003,350 | 969,595 | |||
| Other payables | 300,018 | 176,257 | |||
| Accrued expenses and other liabilities | 165,348 | 173,791 | |||
| Accounts payable | 39,023 | 210,348 | |||
| TOTAL CURRENT LIABILITIES | 3,595,577 | 3,924,212 | |||
| Operating lease liabilities, noncurrent | 39,377 | 72,975 | |||
| TOTAL LIABILITIES | 3,634,954 | 3,997,187 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| EQUITY | |||||
| Ordinary shares, 0.01 par value, 30,000,000 shares<br> authorized; 4,410,559 shares issued and outstanding as of September 30, 2024 and March 31, 2024 | 44,106 | 44,106 | |||
| Additional paid-in capital | 5,124,236 | 5,124,236 | |||
| Statutory reserve | 867,530 | 867,530 | |||
| Retained earnings | 5,813,559 | 6,362,554 | |||
| Accumulated other comprehensive loss | (923,282 | ) | (1,248,648 | ) | |
| Total shareholders’ equity | 10,926,149 | 11,149,778 | |||
| Non-controlling interest | 936,878 | 1,009,458 | |||
| TOTAL EQUITY | 11,863,027 | 12,159,236 | |||
| TOTAL LIABILITIES AND EQUITY | 15,497,981 | $ | 16,156,423 |
All values are in US Dollars.
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WAHFU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Six Months Ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| REVENUE | $ | 2,799,328 | $ | 3,647,954 | ||
| COST OF REVENUE AND RELATED TAX | ||||||
| Cost of revenue | 1,217,472 | 1,569,477 | ||||
| Business and sales related tax | 10,083 | 15,606 | ||||
| GROSS PROFIT | 1,571,773 | 2,062,871 | ||||
| OPERATING EXPENSES | ||||||
| Selling expenses | 756,639 | 804,790 | ||||
| General and administrative expenses | 1,386,486 | 985,346 | ||||
| Total operating expenses | 2,143,125 | 1,790,136 | ||||
| (LOSS) INCOME FROM OPERATIONS | (571,352 | ) | 272,735 | |||
| OTHER(EXPENSES) INCOME | ||||||
| Interest income | 99,809 | 98,240 | ||||
| Other expenses | (19,254 | ) | (190,929 | ) | ||
| Total other income (expense), net | 80,555 | (92,689 | ) | |||
| (LOSS) INCOME BEFORE INCOME TAX PROVISION | (490,797 | ) | 180,046 | |||
| PROVISION FOR INCOME TAXES | 89,953 | 55,492 | ||||
| NET (LOSS) INCOME | (580,750 | ) | 124,554 | |||
| Less: net loss attributable to non-controlling interest | (31,755 | ) | (102,575 | ) | ||
| NET (LOSS) INCOME ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | (548,995 | ) | $ | 227,129 | |
| COMPREHENSIVE (LOSS) INCOME | ||||||
| Net income | (580,750 | ) | 124,554 | |||
| Other comprehensive loss: foreign currency translation gain (loss) | 284,541 | (732,741 | ) | |||
| Total comprehensive loss | $ | (296,209 | ) | (608,187 | ) | |
| Less: Comprehensive (loss) income attributable to non-controlling interest | (40,825 | ) | 2,352 | |||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO WAH FU EDUCATION GROUP LIMITED | $ | (255,384 | ) | $ | (610,539 | ) |
| (Loss) earnings per<br> ordinary share - basic and diluted | $ | (0.12 | ) | $ | 0.05 | |
| Weighted average shares - basic and diluted | 4,410,559 | 4,440,085 |
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WAHFU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATION STATEMENTS OF CHANGES IN EQUITY
| Ordinary Shares | Additional<br><br> Paid-in | Statutory | Retained | Accumulated<br> Other Comprehensive | Shareholders’ | Non-controlling | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Capital | Reserves | Earnings | Income<br> (Loss) | Equity | Interest | Equity | |||||||||||||||
| Balance<br> at 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<br> loss | - | - | - | (548,995 | ) | - | (548,995 | ) | (31,755 | ) | (580,750 | ) | |||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | 325,366 | 325,366 | (40,825 | ) | 284,541 | |||||||||||||
| Balance<br> at 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 | |||||
| Balance<br> at March 31, 2023 | 4,440,085 | $ | 44,401 | $ | 5,123,941 | $ | 867,530 | $ | 6,417,842 | $ | (752,391 | ) | $ | 11,701,323 | $ | 1,328,660 | $ | 13,029,983 | |||||
| Net<br> income (loss) | - | - | - | 227,129 | - | 227,129 | (102,575 | ) | 124,554 | ||||||||||||||
| Appropriation<br> of statutory reserve | - | - | - | 40,339 | (40,339 | ) | - | - | - | - | |||||||||||||
| Foreign<br> currency translation adjustment | - | - | - | - | - | (735,093 | ) | (735,093 | ) | 2,352 | (732,741 | ) | |||||||||||
| Balance<br> at September 30, 2023 | 4,440,085 | $ | 44,401 | $ | 5,123,941 | $ | 907,869 | $ | 6,604,632 | $ | (1,487,484 | ) | $ | 11,193,359 | $ | 1,228,437 | $ | 12,421,796 |
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WAHFU EDUCATION GROUP LIMITED AND SUBSIDIARIES
UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the six months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net (loss) income | $ | (580,750 | ) | $ | 124,554 | |
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||
| Depreciation and amortization | 45,344 | 37,158 | ||||
| Non-cash lease expense | 110,983 | 122,276 | ||||
| Loss from disposal of property and equipment | 3,245 | - | ||||
| Provision for doubtful accounts | 127,686 | 194,014 | ||||
| Interest income from loan to third parties | (14,995 | ) | 1,445 | |||
| Deferred tax benefit | 37,262 | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | 284,584 | (225,539 | ) | |||
| Other receivable, net | (782,810 | ) | (33,407 | ) | ||
| Other current assets | 37,521 | (112,254 | ) | |||
| Deferred revenue | (288,352 | ) | (115,033 | ) | ||
| Taxes payable | 5,601 | (12,102 | ) | |||
| Accounts payable | - | (131,131 | ) | |||
| Other payable | 116,056 | (1,551 | ) | |||
| Operating lease liabilities | (103,468 | ) | 58,915 | |||
| Accrued expenses and other liabilities | (185,969 | ) | (7,708 | ) | ||
| Net cash used in operating activities | (1,188,062 | ) | (100,363 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (8,281 | ) | - | |||
| Repayment received for loans to third parties | 24,845 | - | ||||
| Purchase of ownership of a subsidiary | (53,733 | ) | ||||
| Net cash used in investing activities | (37,169 | ) | - | |||
| Effect of exchange rate fluctuation on cash | 324,576 | (1,045,602 | ) | |||
| Net decrease in cash | (900,655 | ) | (1,145,965 | ) | ||
| Cash at beginning of the period | 11,045,708 | 12,567,463 | ||||
| Cash at end of the period | $ | 10,145,053 | $ | 11,421,498 | ||
| Supplemental cash flow information | ||||||
| Cash paid for income taxes | $ | (49,575 | ) | $ | (37,190 | ) |
| Non-cash financing activities | ||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | - | $ | 200,115 |
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