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1、F-1 1 ea0209090-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on November 4,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_MEGA FORTUNE COMPANY LIMITED(

2、Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 7371 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification number)Uni

3、t 327 3/F 16W 16Science Park West AvenueShatin,New TerritoriesHongKongPhone:+852 5627 5338(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincip_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(800)221-0102(Name,address,includingzipcode,andteleph

4、onenumber,includingareacode,ofagentforser_Copies to:Jeffrey Li,Esq.FisherBroyles,LLP1200 G Street NW,Suite 800Washington,D.C.20005(202)830-5905 Lan Lou,Esq.Jun He Law Offices LLCSuite 1919,630 Fifth AvenueNew York,NY 10111(917)661-8175_Approximate date of commencement of proposed sale to the public:

5、as soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register addition

6、al securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule4

7、62(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box a

8、nd list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of theSecurities Actof1933.Emerging growth company.If an emerging growth com

9、pany that prepares its financial statements in accordance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to section 7(a)(2)(B)of the Securities Act._The

10、term“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delayits effective

11、 date until the Registrant shall file a further amendment which specifically states that thisregistration statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effective on such date as theComm

12、ission,acting pursuant to said Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary p

13、rospectus is not an offer to sell these securities and it isnot soliciting offers to buy these securities in any jurisdiction where theoffer or sale is not permitted.PRELIMINARY PROSPECTUS Subject to Completion Dated November 4,20243,750,000 Ordinary SharesMega Fortune Company Limited_This is the in

14、itial public offering of the ordinary shares of Mega Fortune CompanyLimited,par value$0.000001 per share(“Ordinary Shares”).We are offering on afirm commitment basis of 3,750,000 Ordinary Shares.We expect the initial publicoffering price of the shares to be in the range of$4 to$5 per Ordinary Share.

15、Priorto the completion of this offering,there has been no public market for our OrdinaryShares.We will apply to have our Ordinary Shares listed on the Nasdaq CapitalMarket(“NASDAQ”).We have reserved the trading symbol MGRT for listing on theNASDAQ.There is no guarantee or assurance that our Ordinary

16、 Shares will be approvedfor listing on NASDAQ,and we will not complete this offering unless we are solisted.The offering is being made on a“firm commitment”basis by EF Hutton LLC(“EFHutton”).See“Underwriting.”Upon the completion of this offering,we will be a“controlled company”as definedunder Nasdaq

17、 Stock Market Rules because Mericorn Company Limited(“Mericorn”),acompany incorporated in the British Virgin Islands and wholly owned by Messrs.Ip TszYing,Tin Sze Wai,Tam Tak Seng and Wong Ka Ki,each a 25%shareholder of Mericorn,will own 72.73%of our total outstanding Ordinary Shares assuming the un

18、derwriters donot exercise their over-allotment option,or 69.87%of our total outstanding OrdinaryShares if the underwriters exercise their over-allotment option in full.As a“controlled company,”we are permitted to elect not to comply with certain corporategovernance requirements.If we rely on these e

19、xemptions,you will not have the sameprotection afforded to shareholders of companies that are subject to these corporategovernance requirements under the Nasdaq Listing Rules.We are an“emerging growth company,”as that term is used in theJumpstart Our Business Startups Act of 2012,and will be subject

20、 toreduced public company reporting requirements.Investing in our Ordinary Shares is highly speculative and involves asignificant degree of risk.See“Risk Factors”beginning on page 17 ofthis prospectus for a discussion of information that should be consideredbefore making a decision to purchase our O

21、rdinary Shares.The terms“the Company”,“Mega Fortune”,“we”,“us”,“our company”,and“our”refer to Mega Fortune Company Limited,an exempted company with limitedliability incorporated under the laws of the Cayman Islands and its subsidiaries.Wecurrently conduct our business through our wholly owned subsid

22、iaries Ponte FidesCompany Limited,a BVI company,and QBS System Limited,a HongKong company,whichengage in the business of providing IoT solutions and services.The securitiesoffered in this prospectus are securities of Mega Fortune Company Limited,our CaymanIslands holding company and investors are pu

23、rchasing an interest in Mega FortuneCompany Limited,not our Operating Entity in Hong Kong.We are not an operatingcompany but rather a Cayman Islands holding company without material operations andour business is conducted by our subsidiaries in Hong Kong and this structureinvolves unique risks to in

24、vestors.Although we have direct ownership of ouroperating entities in HongKong and currently do not have or intend to have anycontractual arrangement to establish a variable interest entity(VIE)structure withany entity in mainland China,all the legal and operational risks associated withhaving opera

25、tions in mainland China also apply to operations in HongKong.Chinesegovernment could exercise significant oversight over the business in HongKong andChinese regulatory authorities could disallow our business structure,which wouldlikely result in a material change in our operations and/or a material

26、change in thevalue of the securities are registering for sale,including that it could cause thevalue of such securities to significantly decline or become worthless.See“RiskFactorsRecently,the mainland PRC government initiated a series of regulatoryactions and statements to regulate business operati

27、ons in certain areas in China withlittle or no advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseasusing the variable interest entity structure,adopting new measures to extend thescope of cybersecurity r

28、eviews,and expanding the efforts in anti-monopolyenforcement.In the future,we may be subject to mainland PRC laws and regulationsrelated to the current business operations of our operating subsidiary and Chinesegovernment may intervene or influence our Hong Kong operating subsidiarysoperation,any ch

29、anges in Table of Contentssuch laws and regulations and interpretations may impair our ability to operateprofitably,which could result in a material negative impact on their operationsand/or the value of the securities we are registering for sale.”,“If the PRCgovernment chooses to extend the oversig

30、ht and control over offerings that areconducted overseas and/or foreign investment to HongKong-based issuers,such actionmay significantly limit or completely hinder our ability to offer or continue tooffer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly declin

31、e or be worthless.”,and“We may become subject to a variety ofPRC laws and other obligations regarding overseas listing rules and data security,and any failure to comply with applicable laws and obligations could have a materialadverse effect on our business,financial condition and results of operati

32、ons.”All of our operations are conducted by our subsidiary in Hong Kong.Our Companycurrently does not have any substantive operations in mainland China.Accordingly,the mainland PRC laws and regulations do not currently have any material impact onour business,financial condition and results of operat

33、ions.However,in the eventthat we or our HongKong subsidiaries were to become subject to mainland PRC lawsand regulations,we could incur material costs to ensure compliance,and we or ourHong Kong subsidiaries might be subject to fines,experience devaluation ofsecurities or delisting,no longer be perm

34、itted to conduct offerings to foreigninvestors,and/or no longer be permitted to continue business operations as presentlyconduct.Although we have direct ownership of our operating entities in HongKongand currently do not have or intend to have any contractual arrangement to establisha variable inter

35、est entity(“VIE”)structure with any entity in mainland China,weare still subject to legal and operational risks associated with our operatingsubsidiaries being based in HongKong and having all of its operations to date inHong Kong.Additionally,the legal and operational risks associated in mainlandCh

36、ina may also apply to operations in Hong Kong,and we face the risks anduncertainties associated with the complex and evolving PRC laws and regulations andas to whether and how the recent mainland PRC government statements and regulatorydevelopments,such as those relating to data and cyberspace secur

37、ity,and anti-monopoly concerns,would be applicable to companies such as our operating entities orthe Company,given our substantial operations in HongKong and the mainland Chinesegovernment may exercise significant oversight over the business in HongKong.Theserisks could result in material changes in

38、 our operations and/or the value of thesecurities we are registering for sale or could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or be worthless.Recently,themainland PRC gov

39、ernment initiated a series of regulatory actions and statements toregulate business operations in certain areas in China with little advance notice,including a cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new me

40、asures toextend the scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement,which may in the future impact our ability to conduct out business,accept foreign investments or list on a U.S.or other foreign exchange if we were tobecome subject to such regulations.Neverthele

41、ss,since these statements andregulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws orregulations or detailed implementations and interpretations will be modified orpromulgated,if any.It is also

42、highly uncertain what the potential impacts suchmodified or new laws and regulations will have on our business operations,itsability to accept foreign investments and the listing of our Ordinary Shares on aU.S.or other foreign exchanges.If certain mainland PRC laws and regulations wereto become appl

43、icable to a company in HongKong,such as our operating entity in thefuture,the application of such laws and regulations may have a material adverseimpact on our business,financial condition and results of operations and our abilityto offer or continue to offer securities to investors,any of which may

44、 cause thevalue of our securities,including the Ordinary Shares,to significantly decline orbecome worthless.The Holding Foreign Companies Accountable Act,or the HFCA Act,was enacted onDecember18,2020.In accordance with the HFCA Act,trading in securities of anyregistrant on a national securities exch

45、ange or in the over-the-counter tradingmarket in the UnitedStates may be prohibited if the PCAOB determines that it cannotinspect or fully investigate the registrants auditor for three consecutiveyearsbeginning in 2021,and,as a result,an exchange may determine to delist thesecurities of such registr

46、ant.On December 29,2022,a legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which has shortened the Holding ForeignCompanies Accountable Acts timeline for a potential trading prohibition fromthreeyears to twoyears,t

47、hus reducing the time period before our securities may beprohibited from trading or delisted if our auditor is unable to meet the PCAOBinspection requirement.The Companys auditor,WWC,P.C.is headquartered in theU.S.and the Public Company Accounting Oversight Board(United States)(the“PCAOB”)currently

48、has access to inspect the working papers of our auditor and ourauditor is not subject to the determinations announced by the PCAOB on December16,2021,which Table of Contentsdeterminations were vacated on December 15,2022.The Holding Foreign CompaniesAccountable Act and related regulations currently

49、does not affect the Company as theCompanys auditor is subject to PCAOBs inspection and investigation.See“RiskFactorsThe Holding Foreign Companies Accountable Act,or the HFCA Act,and therelated regulations are evolving quickly.Further implementations and interpretationsof or amendments to the HFCA Ac

50、t or the related regulations,or a PCAOBsdetermination of its lack of sufficient access to inspect our auditor,might poseregulatory risks to and impose restrictions on us because of our operations inHongKong.A potential consequence is that our Ordinary Shares may be delisted bythe exchange.The delist

51、ing of our Ordinary Shares,or the threat of our OrdinaryShares being delisted,may materially and adversely affect the value of yourinvestment.Additionally,the inability of the PCAOB to conduct full inspections ofour auditor deprives our investors of the benefits of such inspections.”There has been n

52、o cash flows and transfers of assets between the holding company andits subsidiaries as of end of the fiscal year 2023.See Consolidated FinancialStatementsand SeeSummary of Risk FactorsRisks Relating to Doing Business inHong Kong-We may become subject to a variety of PRC laws and other obligationsre

53、garding overseas listing rules and data security,and any failure to comply withapplicable laws and obligations could have a material adverse effect on our business,financial condition and results of operations.”None of our subsidiaries has madeany dividend payment or distribution to our holding comp

54、any as of the date thisresponse and they have no plans to make any distribution or dividend payment to theholding company in the near future.Neither the Company nor any of its subsidiarieshas made any dividends or distributions to U.S.investors as of the date of thisprospectus.All our subsidiaries a

55、re in HongKong and BVI,there is no restrictionson foreign exchange for our subsidiaries and holding company and they are able totransfer cash or assets among these entities,across borders and to US investors.Also,there is no restrictions and limitations on the abilities for them todistribute earning

56、s from their businesses,including from subsidiaries to the parentcompany or from the holding company to the U.S.investors as well as the abilitiesto settle amounts owed.However,PRC may impose greater restrictions on ourHongKong subsidiaries abilities to transfer cash out of HongKong and to theholdin

57、g company,which could adversely affect our business,financial condition andresults of operations.To the extent cash or assets in the business is in thePRC/HongKong or a PRC/HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC/HongKong due to

58、interventionsin or the imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.See“RiskFactorsWe may become subject to a variety of PRC laws and other obligationsregarding overseas listing rules and data security,and any fai

59、lure to comply withapplicable laws and obligations could have a material adverse effect on our business,financial condition and results of operations.”We did not adopt or maintain anycash management policies and procedures as of the date of this prospectus.There isno further Cayman Islands,BVI or Ho

60、ngKong statutory restriction on the amount offunds which may be distributed by us by dividend.Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation

61、 to thecontrary is a criminal offense.Per Share TotalPublic offering price(1)US$4.50$16,875,000Underwriting discounts and commissions(2)(3)US$0.3375$1,265,625Proceeds to us,before expenses(4)(5)US$4.1625$15,609,375_(1)Initial public offering price per Ordinary Share is assumed to be$4.50,being the m

62、idpoint ofthe estimated range of the initial public offering price.(2)For a description of compensation payable to the underwriters,see“Underwriting.”(3)Represents underwriting discounts up to seven and one-half percent(7.5%)(or$0.3375 perordinary share),of gross proceeds of this offering.Does not i

63、nclude a non-accountableexpense allowance equal to one percent(1%)of the gross proceeds received by us from thesales of the Ordinary Shares in this offering payable to the underwriters.See“Underwriting”for all compensation to be paid to the underwriters.(4)Assumes no exercise of the underwriters opt

64、ion to purchase additional ordinary shares.(5)Excludes fees and expenses payable to the underwriters.See the section entitled“Underwriting Underwriting Discounts and Expenses.”Table of ContentsThe offering is being made on a“firm commitment”basis.The underwriter isobligated to take and pay for all o

65、f the Ordinary Shares if any such Ordinary Sharesare taken.We have granted EF Hutton LLC,the underwriter(the“Underwriter”),anoption for a period of 45days after the closing of this offering to purchase up tofifteen percent(15%)of the total number of our Ordinary Shares to be offered by uspursuant to

66、 this offering(excluding Ordinary Shares subject to this option),solelyfor the purpose of covering over-allotments,at the public offering price less theunderwriting discounts.If the Underwriter exercises this option in full,the totalunderwriting discounts payable will be$1,455,468.75 based on an ass

67、umed offeringprice of$4.50 per Ordinary Share,being the midpoint of the estimated range of theinitial public offering price,and the total gross proceeds to us,beforeunderwriting discounts and expenses,will be$17,950,781.20.For a description of theother compensation to be received by the underwriter,

68、see“Underwriting.”The Underwriter expects to deliver the Ordinary Shares against payment as set forthunder“Underwriting,”on or about,2024.EF Hutton LLCThe date of this prospectus is,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 17SPECIAL NOTE REGARDING FORWARD-LOOKING

69、STATEMENTS 45USE OF PROCEEDS 46DIVIDEND POLICY 47CAPITALIZATION 48DILUTION 49EXCHANGE RATE INFORMATION 51ENFORCEABILITY OF CIVIL LIABILITIES 52CORPORATE HISTORY AND STRUCTURE 54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 57INDUSTRY OVERVIEW 75INTELLECTUAL PROP

70、ERTY 82BUSINESS 83MANAGEMENT 96PRINCIPAL SHAREHOLDERS 102RELATED PARTY TRANSACTIONS 103DESCRIPTION OF SHARE CAPITAL 105SHARES ELIGIBLE FOR FUTURE SALE 113TAXATION 115UNDERWRITING 120EXPENSES RELATING TO THIS OFFERING 128LEGAL MATTERS 129EXPERTS 129WHERE YOU CAN FIND ADDITIONAL INFORMATION 129INDEX T

71、O CONSOLIDATED FINANCIAL STATEMENTS F-1iTable of ContentsAbout this ProspectusYou should rely only on the information contained in this prospectus or in anyrelated free-writing prospectus.We have not authorized anyone to provide you withinformation different from that contained in this prospectus or

72、 any free-writingprospectus.We are offering to sell,and seeking offers to buy,the Ordinary Sharesonly in jurisdictions where offers and sales are permitted.The information containedin this prospectus is current only as of the date of this prospectus,regardless ofthe time of delivery of this prospect

73、us or of any sale of the Ordinary Shares.For investors outside the UnitedStates,neither we nor the Underwriter have doneanything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the UnitedStates,where action for thatpurpose is required.Pe

74、rsons outside the UnitedStates who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the Ordinary Shares and the distribution of this prospectusoutside the UnitedStates.We were incorporated under the laws of the Cayman Islands

75、 as an exempted company withlimited liability and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required tofile periodic reports and financi

76、al statements with the SEC as frequently or aspromptly as domestic registrants whose securities are registered under the SecuritiesExchangeActof1934.Untiland including,2024(25days after the date of this prospectus),all dealers that effect transactions in these securities,whether or notparticipating

77、in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments orsubscriptions.You should rely only on the information contained in this prospectus and any freewriti

78、ng prospectus we may authorize to be delivered to you.Neither we nor theUnderwriter have authorized anyone to provide you with information different from,orin addition to,that contained in this prospectus and any related free writingprospectus.We and the Underwriter take no responsibility for and ca

79、n provide noassurances as to the reliability of any information that others may give you.Thisprospectus is not an offer to sell,nor is it seeking an offer to buy,thesesecurities in any jurisdiction where the offer or sale is not permitted.Theinformation contained in this prospectus is only accurate

80、as of the date of thisprospectus,regardless of the time of delivery of this prospectus and any sale of ourOrdinary Shares.Our business,financial condition,results of operations andprospects may have changed since that date.iiTable of ContentsOther Pertinent InformationUnless otherwise indicated or t

81、he context requires otherwise,references in thisprospectus to:“China”or the“PRC”are to the Peoples Republic of China,includingthe special administrative regions of HongKong and Macau,but excludingTaiwan,for the purpose of this prospectus only;“Chinese government”,“PRC government”,“PRC governmental a

82、uthority”,“PRC governmental authorities”are to the government and governmentalauthorities of mainland China,for the purpose of this prospectus only;“HK$”or“HKD”are to the Hong Kong dollar,the legal currency ofHongKong;“HongKong”are to the HongKong Special Administrative Region of thePeoples Republic

83、 of China for the purposes of this prospectus only;“Mainland China”or“Mainland PRC”are to the Peoples Republic ofChina,excluding Taiwan,the special administrative regions of HongKongand Macau;“Mega Fortune”“we,”“us,”“our company,”“the Company,”“Registrant,”and“our”are to Mega Fortune Company Limited

84、,a CaymanIslands exempted company with limited liability incorporated on January3,2024,and its directly and indirectly owned subsidiaries;“Operating Entity”are to QBS System;“PRC laws”or“PRC laws and regulations”are to the laws and regulationsof mainland China,for the purpose of this prospectus only

85、;“QBS System”are to QBS System Limited,which was incorporated under thelaws of HongKong on April 14,2011,a wholly owned subsidiary of PonteFides;“PCAOB”are to the Public Company Accounting Oversight Board;“Ponte Fides”are to Ponte Fides Company Limited,which was incorporatedunder the laws of the Bri

86、tish Virgin Islands on February6,2024,a whollyowned subsidiary of Mega Fortune;“shares”,“Shares”or“Ordinary Shares”are to the ordinary shares ofMega Fortune,par value$0.0001 per share;“US$,”“U.S.dollars,”“$”and“dollars”are to the legal currencyof the UnitedStates.Our business is conducted by our sub

87、sidiary in Hong Kong,using the Hong Kongdollar.Our consolidated financial statements are presented in U.S.dollars.In thisprospectus,we refer to assets,obligations,commitments,and liabilities in ourconsolidated financial statements in U.S.dollars.These dollar references are basedon the exchange rate

88、of HKD to U.S.dollars,determined as of a specific date or fora specific period.Changes in the exchange rate will affect the amount of ourobligations and the value of our assets in terms of U.S.dollars which may result inan increase or decrease in the amount of our obligations(expressed in dollars)an

89、dthe value of our assets,including accounts receivable(expressed in dollars).iiiTable of ContentsPROSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectus carefully,including our financial statementsand related notes an

90、d the risks described under“Risk Factors”beginning onpage17.We note that our actual results and future events may differ significantlybased upon a number of factors.This prospectus contains information from anindustry report commissioned by us dated August 9,2024 and prepared by MigoCorporation Limi

91、ted,an independent research firm,to provide information regardingour industry and our market position in HongKong.We refer to this report as the“MIGO Industry Report.”The reader should not put undue reliance on the forward-looking statements in this document,which speak only as of the date on the co

92、verof this prospectus.OverviewWe are a holding company incorporated as an exempted company with limited liabilityin the Cayman Islands.Our ordinary shares offered in this prospectus are shares ofour Cayman Islands holding company.As a holding company with no materialoperations of our own,we conduct

93、our business through our operating subsidiary inHongKong.We own 100%equity interest of all our subsidiaries and do not have avariable interest entity,or VIE,structure.We are an Internet of Things(“IoT”)solution provider in Hong Kong.Through ouroperating subsidiary QBS System Limited(“QBS System”),fo

94、unded in 2011,we havespecialized in delivering comprehensive IoT solutions and services across variousindustries.Our vision is to become the preferred choice for IoT solutions forenterprises and projects in the Asia-Pacific region.We plan to achieve thisthrough helping enterprises undergo digital tr

95、ansformation,launch IoT initiatives,upscale existing IoT applications,or IoT solutions with legacy systems.QBSSystems business service portfolio includes the provision of IoT IntegrationSolution Services,IoT Maintenance and Support services,BPO services and tradingsales.Our Industry and Market Oppor

96、tunityWith the continued growth and sophistication of Internet of Things(“IoT”)products and services,and the realization by ever more businesses of their abilityto enhance their own customer offerings,the Company has focused on providing aproprietary set of products and services to and implementatio

97、n of them for afocused universe of industries(specifically retail,entertainment and logistic andtransportation for manufacturer)and leading enterprises within these industries.Our IoT PlatformOur IoT customer platform relies upon an evolving,integrated blend of proprietaryand generic products and se

98、rvices tailored to our focus industries and customizedappropriately for particular clients.Our Competitive StrengthsWe believe the following strengths differentiate us from our competitors and arekey drivers of our success:Increased efficiency and productivity:QBS System enables companies to optimiz

99、e operations and automate processesto increase efficiency and productivity.For example,we use IoT sensors to monitorequipment performance,predict maintenance needs,and reduce downtime.Cost savings:QBS System helps companies save costs by improving operational efficiency,reducing waste,and optimizing

100、 resource utilization.For example,IoT sensorsmonitor energy consumption and optimize usage,leading to cost savings.Competitive advantage for our customers:Companies that adopt IoT can gain a competitive advantage bydifferentiating themselves from competitors,improving their products and services,and

101、 providing better customer experiences.For example,IoT can enable companies tooffer personalized services,such as customized product recommendations andtargeted marketing.1Table of ContentsNew revenue streams:QBS System can enable companies to create new revenue streams bydeveloping innovative produ

102、cts and services that leverage IoT technology.Forexample,IoT can enable companies to offer subscription-based services,such aspredictive maintenance and remote monitoring.Improved Customer Experiences:QBS System can enable companies to improve customer experiences byproviding personalized,real-time

103、services and support.For example,IoT sensorsmonitor customer usage patterns and provide customized recommendations.Our ProductsOur bundled product and service platforms,well recognized within their industrysegments,including smart building solutions,smart bench,location based services,IoT solution,m

104、aintenance and support.Our Growth StrategyIn order to enhance our competitive position and expand our market,we intend tocontinue to pursue the following strategies and leverage our strengths to furthergrow our business in three major ways:1.Sales&Marketing:empower the QBS System brand name in appro

105、aching abroader class of clients.2.Products/services for enhancing customer loyalty:to help customers to bemore profitable,more efficient.3.Human Resources:attract talent in different areas to broaden our productsand services and enhance our project management capability.Corporate History and Struct

106、ureMega Fortune Company Limited(“Mega Fortune”or the“Company”)is an exemptedcompany incorporated in the Cayman Islands,with limited liability on January3,2024 as a holding company.The Company operates,through its wholly ownedsubsidiaries,Ponte Fides Company Limited(“Ponte Fides”),a holding company i

107、nthe BVI and QBS System,an operating entity in HongKong.The Company is the parent company of Ponte Fides,a BVI business companyincorporated on February 26,2024,which in turn wholly owns QBS System,aHongKong company incorporated on April14,2011.Prior to the Reorganization described below,QBS System w

108、as owned entirely byFlywheel Advanced Technology,Inc.(FWFW:OTC US)(“FWFW”),an OTC listed company.FWFW owned all one hundred(100)ordinary shares of QBS System;QBS System Pty Ltdwas owned entirely by QBS System.QBS System owned 1,000 ordinary shares of QBSSystem Pty Ltd.The 100 shares of QBS System an

109、d 1,000 shares of QBS System Pty Ltdconstitute all the issued and outstanding shares of each of QBS System and QBSSystem Pty Ltd,respectively.Reorganization:On January3,2024,Mega Fortune was incorporated in the Cayman Islands by FWFW andone ordinary share was issued to International Corporation Serv

110、ices Ltd as anominee shareholder.On January30,2024,International Corporation Services Ltd.transferred its share to FWFW and caused an additional 99,999 ordinary shares to beissued to FWFW,totaling 100,000 ordinary shares to FWFW as the sole shareholder ofMega Fortune.FWFW is an OTC listed company.2T

111、able of ContentsOn February6,2024,Ponte Fides was incorporated in the British Virgin Islands byMega Fortune,and 1,000 ordinary shares of Ponte Fides were issued to Mega Fortune.On April29,2024,all issued and outstanding shares of QBS System were transferredby its sole shareholder FWFW to Ponte Fides

112、 in exchange for HK$100 as Ponte Fidesis also an indirect wholly owned subsidiary of FWFW.On July 5,2024,100,000 shares(the“Shares”)of Mega Fortune were transferred byits sole shareholder FWFW to Mericorn Company Limited(“Mericorn”)pursuant to aShare Purchase Agreement.The aggregate purchase price f

113、or the Shares wasHK$56,360,000.Mericorn transferred to FWFW 9.38%of the total issued andoutstanding equity of Elison Virtus Company Limited(“Elison”)in satisfaction ofthe purchase price of the Shares.Elison holds all of the issued and outstandingequity of Flywheel Financial Strategy(Hong Kong)Compan

114、y Limited,a companyprincipally engaged in wealth management services.Each of Ip Tsz Ying,Tin SzeWai,Tam Tak Seng and Wong Ka Ki owns a 25%equity interest of Mericorn.On July 8,2024,all 1,000 shares of QBS System Pty Ltd,a company incorporated inAustralia were transferred by its sole shareholder QBS

115、System to Wong Ka Ki for aconsideration of AUD10,000.On October 23,2024,Mega Fortune effected a 100 for 1 forward split/sharesubdivision approved by its shareholders resulting to the change of par value ofthe Ordinary Shares from US$0.0001 to US$0.000001.Pursuant to such resolutionsapproved by its s

116、hareholders,the authorized share capital is US$50,000 dividedinto 50,000,000,000 Ordinary Shares of a par value of US$0.000001 each,and thenumber of issued and outstanding Ordinary Shares has been subdivided from 100,000shares to 10,000,000 shares.Since the Company and its subsidiaries are and were

117、effectively controlled by thesame controlling shareholders before and after the Reorganization,they areconsidered under common control.The above-mentioned transactions were accountedfor as a recapitalization.The consolidation of the Company and its subsidiarieshas been accounted for at historical co

118、st and prepared on the basis as if theaforementioned transactions had become effective as of the beginning of the firstperiod presented in the accompanying consolidated financial statements.Following the Reorganization,the Company has subsidiaries in HongKong and theBVI.Details of the subsidiaries o

119、f the Company are set out below:Name of Entity Date ofIncorporation Place ofIncorporation%ofIndirector DirectOwnership PrincipalActivitiesPonte Fides CompanyLimited February6,2024 British VirginIslands 100 HoldingCompanyQBS System Limited April14,2011 HongKong 100 Provision ofInternet ofThings(“IoT”

120、)solutionsand services3Table of ContentsThe following diagram illustrates our corporate structure,including oursubsidiaries,as of the date of this prospectus and immediately upon the completionof this offeringAs of the date of this prospectus:Immediately upon the completion of this offering,assuming

121、 that the underwriters donot exercise their over-allotment option to purchase additional Ordinary SharesImplications of Being a“Foreign Private Issuer”We are a foreign private issuer within the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exem

122、pt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are les

123、s rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;4Table of Contentswe are exempt from provisions of Regulation FD aimed at preventingissuers from making selective disclosures o

124、f material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct;andour insiders are not required to comply with Section 16 of theExchange Act requiring

125、 such individuals and entities to file publicreports of their share ownership and trading activities and establishinginsider liability for profits realized from any“short-swing”tradingtransaction.Implications of Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Ju

126、mpstart Our BusinessStartups Act(the“JOBS Act”),and we are eligible to take advantage of certainexemptions from various reporting and financial disclosure requirements that areapplicable to other public companies that are not emerging growth companies,including but not limited to(1)presenting only t

127、woyears of audited financialstatements and only twoyears of related managements discussion and analysis offinancial condition and results of operations in this prospectus,(2)not beingrequired to comply with the auditor attestation requirements of Section404 of theSarbanes-Oxley Actof2002(the“Sarbane

128、s-Oxley Act”),(3)reduced disclosureobligations regarding executive compensation in our periodic reports and proxystatements,and(4)exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and shareholder approval of any goldenparachute payments not previously a

129、pproved.We intend to take advantage of theseexemptions.As a result,investors may find investing in our Ordinary Shares lessattractive.In addition,Section107 of the JOBS Act also provides that an emerging growthcompany can take advantage of the extended transition period provided inSection7(a)(2)(B)o

130、f the Securities Actof1933,as amended(the“SecuritiesAct”),for complying with new or revised accounting standards.As a result,anemerging growth company can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.We intend to takeadvantage of

131、such extended transition period.We could remain an emerging growth company for up to five years,or until theearliest of(1)the lastday of the first fiscal year in which our annual grossrevenues exceed$1.235billion,(2)the date that we become a“large acceleratedfiler”as defined in Rule12b-2 under the E

132、xchangeAct,which would occur if themarket value of our Ordinary Shares that is held by non-affiliates exceeds$700million as of the last businessday of our most recently completed secondfiscal quarter and we have been publicly reporting for at least 12 months,or(3)the date on which we have issued mor

133、e than$1billion in non-convertible debtduring the preceding three-year period.Implications of Being a Controlled CompanyUpon the completion of this offering,Mericorn Company Limited(“Mericorn”)willown 72.73%of our total voting power,assuming that the underwriters do notexercise their over-allotment

134、option to purchase additional Ordinary Shares,or69.87%of our total voting power,assuming that the over-allotment option topurchase additional Ordinary Shares is exercised by the underwriters in full.Eachof Messrs.Ip Tsz Ying,Tin Sze Wai,Tam Tak Seng,and Wong Ka Ki is a 25%shareholder of Mericorn.As

135、a result,we will be a“controlled company”as definedunder the Nasdaq Stock Market Rules because Mericorn,will hold more than 50%ofthe voting power for the election of directors.As a“controlled company,”we willbe permitted to elect not to comply with certain corporate governance requirements.See“Risk

136、FactorsRisks related to our Ordinary Shares and this offering.Wewill be a“controlled company”as defined under the Nasdaq Stock Market Rules.Asa result,we may rely on exemptions from certain corporate governance requirementsand holders of our Ordinary Shares may not have the same protections generall

137、yavailable to stockholders of other companies listed on stock exchanges in theUnitedStates.”5Table of ContentsSelected Condensed Consolidated Financial Schedules of the Company andIts SubsidiariesUnaudited Condensed Consolidated Statements of Operations andComprehensive Income Data:For theSixMonths

138、EndedMarch31,2024 2023Revenues$1,928,184$1,724,232Cost of revenues(1,063,864)(1,106,015)Total operating expenses(709,996)(488,788)Total other income,net 14,803 21,128Income tax expenses(77,149)(9,246)Net income$91,978$141,311Consolidated Statements of Operations and Comprehensive Income Data:For the

139、Years EndedSeptember30,2023 2022Revenues$3,247,543$3,491,614Cost of revenues(1,972,633)(2,535,830)Total operating expenses(722,364)(684,762)Total other income,net 65,172 49,026Income tax expenses(81,164)(24,367)Net income$536,554$295,681Consolidated Balance Sheets Data:As ofMarch31,2024 As ofSeptemb

140、er30,2023 As ofSeptember30,2022Cash and cash equivalents$437,475$619,570$941,527Other Current Assets 2,140,873 1,603,501 1,351,751Total Non-Current Assets 96,962 43,284 84,594Total Assets 2,675,310 2,266,355 2,377,872Total Current Liabilities (1,206,331)(834,432)(1,348,777)Total Non-Current Liabilit

141、ies(423,548)(479,412)(613,914)Total Liabilities(1,629,879)(1,313,844)(1,962,691)Total shareholders equity$1,045,431$952,511$415,181Unaudited Condensed Consolidated Statements of Cash Flow Data:For theSixMonths EndedMarch31,2024 2023Net cash used in operating activities$(24,215)$(204,468)Net cash use

142、d in investing activities(7,356)Net cash used in financing activities (151,398)(236,525)Net decrease in cash and cash equivalents(182,969)(440,993)Effect of exchange rate changes on cash and cashequivalents 874 1,865Cash and cash equivalents,beginning of period 619,570 941,527Cash and cash equivalen

143、ts,end of period$437,475$502,3996Table of ContentsConsolidated Statements of Cash Flow Data:For theYears EndedSeptember30,2023 2022Net cash(used in)provided by operating activities$(32,724)$101,962Net cash used in investing activities(1,737)(2,825)Net cash(used in)provided by financing activities (2

144、89,683)281,771Net(decrease)increase in cash and cashequivalents(324,144)380,908Effect of exchange rate changes on cash and cashequivalents 2,187 6,498Cash and cash equivalents,beginning of year 941,527 554,121Cash and cash equivalents,end of year$619,570$941,527Corporate InformationOur principal exe

145、cutive offices are located at Unit 327,3/F,16W,16 Science ParkWest Avenue,Shatin,New Territories,Hong Kong.Our telephone number at thisaddress is+852 2144 2638.Our registered office in the Cayman Islands is locatedat the offices of International Corporation Services Ltd,P.O.Box 472,HarbourPlace,2nd

146、Floor,103 South Church Street,George Town,Grand Cayman KY1-1106,Cayman Islands.Our agent for service of process in the UnitedStates is CogencyGlobal Inc.located at 122 East 42nd Street,18th Floor,New York,NY 10168.Investors should contact us for any inquiries through the address and telephonenumber

147、of our principal executive offices.Our website is https:/ information contained on our website is not a part of this prospectus.Summary of Risk FactorsWe are a holding company incorporated as an exempted company with limited liabilityin the Cayman Islands;investing in our Ordinary Shares involves si

148、gnificant risks.All of our revenues are generated by our HongKong operating subsidiary.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our Ordinary Shares.We are subject to a number of risks,includingrisks that may prevent us from achieving our bu

149、siness objectives or may adverselyaffect our business,financial condition,results of operations,cash flows andprospects.Risks Related to Our BusinessWe have a limited history,making it difficult to forecast our futureresults of operations,albeit our principal operating subsidiary,QBSSystem,has been

150、in business since 2011.(see page 17 of this prospectus)The industry in which we participate is intensely competitive,and if wedo not compete effectively,our operating results could be harmed(seepage 17 of this prospectus).If we fail to upgrade,enhance and expand our products,technology andservices t

151、o meet customer needs and preferences,the demand for ourproducts,solutions and services may materially diminish(see page 18 ofthis prospectus).We have derived and may continue to derive most of our revenue from ourIoT Integration Solution Services,and related products and services,which account for

152、over 57%of our total revenue.We also expect togenerate significant revenue from these products and solutions in thefuture.If the market for our core products and solutions ceases to existor diminishes significantly,our business,results of operations andfinancial condition would be materially and adv

153、ersely affected(see page18 of this prospectus).The average selling prices of our products and services may decrease fromtime to time due to technological advancement,and we may not be able topass onto our suppliers such decreases,which may in turn adversely affectour profitability(see page 19 of thi

154、s prospectus).If we are unable to maintain or enhance our brand recognition,ourbusiness,results of operations and financial condition may be materiallyand adversely affected(see page 19 of this prospectus).Our revenue and profit sustainability depend on our ability to maintainour competitiveness thr

155、ough providing high quality products and services(see page 20 of this prospectus).7Table of ContentsRisks Related to Our OperationsWe have incurred net gains and positive cash flows from historic operatingactivities in the past,and we may not continue to achieve or sustainprofitability(see page 20 o

156、f this prospectus).Our business requires significant financial resources,but we may not beable to obtain these in a timely manner and on favorable terms or at all(see page 21 of this prospectus).We may not be able to price our products at our desired margins as aresult of any decrease in our bargain

157、ing power or changes in marketconditions(see page 21 of this prospectus).High customer concentration exposes us to all of the risks faced by ourmajor customers and may subject us to significant fluctuations or declinesin revenues(see page 21 of this prospectus).We may be unable to make the substanti

158、al research and developmentinvestments that are required to remain competitive in our business(seepage 22 of this prospectus).Cybersecurity incidents,including data security breaches or computerviruses,could harm our business by disrupting our delivery of services,damaging our reputation or exposing

159、 us to liability(see page 23 of thisprospectus).The Holding Foreign Companies Accountable Act,or the HFCA Act,and therelated regulations are evolving quickly.Further implementations andinterpretations of or amendments to the HFCA Act or the relatedregulations,or a PCAOBs determination of its lack of

160、 sufficient accessto inspect our auditor,might pose regulatory risks to and imposerestrictions on us because of our operations in Hong Kong.A potentialconsequence is that our ordinary shares may be delisted by the exchange.The delisting of our ordinary shares,or the threat of our ordinary sharesbein

161、g delisted,may materially and adversely affect the value of yourinvestment.Additionally,the inability of the PCAOB to conduct fullinspections of our auditor deprives our investors of the benefits of suchinspections.(see page 24 of this prospectus).Risks Relating To The Industry In Which We OperateWe

162、 operate in a highly competitive market for IoT products and services(see page 27 of this prospectus).Failure to comply with,or changes in,laws and regulations applicable toour businesses could have a material adverse effect on our reputation,results of operations or financial condition,or have othe

163、r adverseconsequences(see page 27 of this prospectus).Failure to comply with privacy,data protection and cyber security lawsand regulations could have a materially adverse effect on our reputation,results of operations or financial condition,or have other adverseconsequences(see page 27 of this pros

164、pectus).Risks Relating To Doing Business in HongKongRecently,the mainland PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas inChina with little or no advance notice,including cracking down on illegalactivities in the securities mar

165、ket,enhancing supervision over China-based companies listed overseas using the variable interest entitystructure,adopting new measures to extend the scope of cybersecurityreviews,and expanding the efforts in anti-monopoly enforcement.In thefuture,we may be subject to mainland PRC laws and regulation

166、s related tothe current business operations of our operating subsidiary and Chinesegovernment may intervene or influence our Hong Kong operatingsubsidiarys operation,any changes in such laws and regulations andinterpretations may impair our ability to operate profitably,which couldresult in a materi

167、al negative impact on their operations and/or the valueof the securities we are registering for sale.(see page 29 of thisprospectus).If the PRC government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment to HongKong-based issuers,such ac

168、tion may significantly limit or completelyhinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantlydecline or be worthless.(see page 32 of this prospectus).8Table of ContentsThe enforcement of laws and rules and regulatio

169、ns in the PRC can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kong can change quickly with little or no advance notice.As aresult,the Hong Kong legal system embodies uncertainties which couldlimi

170、t the availability of legal protections,which could result in amaterial change in our operating subsidiarys operations and/or the valueof the securities we are offering.(see page 33 of this prospectus).It may be difficult for U.S.regulators,such as the Department ofJustice,the SEC,and other authorit

171、ies,to conduct investigation orcollect evidence in HongKong(see page 33 of this prospectus).The enactment of Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region(the“Hong Kong National SecurityLaw”)could impact our operating subsidiary in Hong Kong(see page

172、34 ofthis prospectus).There are some political risks associated with conducting business in HongKong(see page 34 of this prospectus).Risks Related To This Offering And Ownership Of Our Ordinary SharesFuture sales of a substantial amount of our Ordinary Shares may cause ourstock price to decline(see

173、page 35 of this prospectus).Limited trading volume of our Ordinary Shares may impact our share price(see page 35 of this prospectus).Our stock price may be volatile and may result in substantial losses forinvestors(see page 35 of this prospectus).We will be a“controlled company”as defined under the

174、Nasdaq StockMarket Rules.As a result,we may rely on exemptions from certaincorporate governance requirements and holders of our Ordinary Shares maynot have the same protections generally available to stockholders of othercompanies listed on stock exchanges in the UnitedStates(see page 36 ofthis pros

175、pectus).Our Ordinary Shares may be thinly traded and you may be unable to sell ator near ask prices or at all if you need to sell your shares to raisemoney or otherwise desire to liquidate your shares(see page 37 of thisprospectus).We have broad discretion in the use of the net proceeds from this of

176、feringand may not use them effectively(see page 38 of this prospectus).These risks are discussed more fully in the section titled“Risk Factors”beginning on page 17 of this prospectus,and other information included in thisprospectus.These should be reviewed for a discussion of these and other risks a

177、nduncertainties that we face.Regulatory Development in the PRCHong Kong is a special administrative region of the PRC and the basic policies ofthe PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong SpecialAdministrative Region,or the Basic Law,which is a national law of the PRC

178、and theconstitutional document for Hong Kong.The Basic Law provides Hong Kong with a highdegree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication under the principle of“one country,twosystems.”However,there is no assurance that there will not

179、be any changes in theeconomic,political and legal environment in Hong Kong in the future.If there is asignificant change to current political arrangements between Mainland China andHong Kong,companies operating in Hong Kong will face similar regulatory risks asthose operated in the PRC,including the

180、ir ability to offer securities toinvestors,list their securities on a U.S.or other foreign exchange,and conducttheir business or accept foreign investment.In light of PRC governments recentexpansion of authority in Hong Kong,there are risks and uncertainties which wecannot foresee for the time being

181、,and rules,regulations and the enforcement oflaws in the PRC can change quickly with little or no advance notice.The PRCgovernment may intervene or influence the current and future operations in HongKong at any time or may exert more oversight and control over offerings conductedoverseas and/or fore

182、ign investment in issuers like us.9Table of ContentsWe are aware that,recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in mainlandChina with little advance notice,including a cracking down on illegal activitiesin the

183、securities market,enhancing supervision over mainland China-based companieslisted overseas using the variable interest entity structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Offi

184、ce of theCommunist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document to crack down on illegal activities in thesecurities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmen

185、tal authorities tostrengthen cross-border oversight of law-enforcement and judicial cooperation,toenhance supervision over mainland China-based companies listed overseas,and toestablish and improve the system of extraterritorial application of the PRCsecurities laws.On December 28,2021,Cybersecurity

186、 Review Measures were publishedby Cyberspace Administration of China or the CAC,National Development and ReformCommission,Ministry of Industry and Information Technology,Ministry of PublicSecurity,Ministry of State Security,Ministry of Finance,Ministry of Commerce,Peoples Bank of China,State Adminis

187、tration of Radio and Television,ChinaSecurities Regulatory Commission(“CSRC”),State Secrecy Administration and StateCryptography Administration and became effective on February 15,2022,whichprovides that,Critical Information Infrastructure Operators(“CIIOs”)thatpurchase internet products and service

188、s and Online Platform Operators engaging indata processing activities that affect or may affect national security shall besubject to the cybersecurity review by the Cybersecurity Review Office.On November14,2021,CAC published the Administration Measures for Cyber Data Security(Draftfor Public Commen

189、ts),or the“Cyber Data Security Measure(Draft)”,which requirescyberspace operators with personal information of more than 1 million users whowant to list abroad to file a cybersecurity review with the Office of CybersecurityReview.On July 7,2022,CAC promulgated the Measures for the Security Assessmen

190、tof Data Cross-border Transfer,effective on September 1,2022,which requires thedata processors to apply for data cross-border security assessment coordinated bythe CAC under the following circumstances:(i)any data processor transfersimportant data to overseas;(ii)any critical information infrastruct

191、ure operatoror data processor who processes personal information of over 1 million peopleprovides personal information to overseas;(iii)any data processor who providespersonal information to overseas and has already provided personal information ofmore than 100,000 people or sensitive personal infor

192、mation of more than 10,000people to overseas since January 1st of the previous year;and(iv)othercircumstances under which the data cross-border transfer security assessment isrequired as prescribed by the CAC.We believe we are fully in compliance with theregulations or policies that have been issued

193、 by the CAC to date.As advised by ourChinese counsel,Guangdong Wesley Law Firm,that the Company and its subsidiariesare not subject to the regulations and rules issued by CAC.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domesti

194、c Enterprises(the“New OverseasListing Rules”)with five interpretive guidelines,which took effect on March 31,2023.The New Overseas Listing Rules require Chinese domestic enterprises tocomplete filings with relevant governmental authorities and report relatedinformation under certain circumstances,su

195、ch as:a)an issuer making anapplication for initial public offering and listing in an overseas market;b)anissuer making an overseas securities offering after having been listed on anoverseas market;c)a domestic company seeking an overseas direct or indirectlisting of its assets through single or mult

196、iple acquisition(s),share swap,transfer of shares or other means.The new rules provide that the determination asto whether a Chinese domestic company is indirectly offering and listing securitieson an overseas market shall be made on a substance over form basis,and if theissuer meets the following c

197、onditions,the offering and listing shall be determinedas an indirect overseas offering and listing by a Chinese domestic company:(i)anyof the revenue,profit,total assets or net assets of the Chinese domestic entityis more than 50%of the related financials in the issuers audited consolidatedfinancial

198、 statements for the most recent fiscal year;(ii)the senior managers incharge of business operation and management of the issuer are mostly Chinesecitizens or with regular domicile in China,the main locations of its businessoperations are in China or main business activities are conducted in China.We

199、 areheadquartered in Hong Kong with all our executive officers and directors based inHong Kong who are not Chinese citizens,all of our assets are located in Hong Kongand all of our revenues and profits are generated by our subsidiaries in Hong Kong.We are advised by our Chinese counsel,Guangdong Wes

200、ley Law Firm,that the Companyis not subject to the New Overseas Listing Rules.On February 24,2023,the CSRC,the Ministry of Finance,the NationalAdministration of State Secretes Protection and the National ArchivesAdministration released the Provisions on Strengthening the Confidentiality andArchives

201、Administration Related to the Overseas Securities Offering and Listing byDomestic Companies,or the Confidentiality and Archives Administration Provisions,which took effect on March 31,2023.PRC domestic enterprises seeking to offersecurities and list in overseas markets,either directly or indirectly,

202、shallestablish and improve the system of confidentiality and archives work,and shallcomplete approval and filing procedures with competent authorities,if10Table of Contentssuch PRC domestic enterprises or their overseas listing entities provide orpublicly disclose documents or materials involving st

203、ate secrets and work secretsof state organs to relevant securities companies,securities service institutions,overseas regulatory agencies and other entities and individuals.As of the date ofthis prospectus,as confirmed by our PRC counsel,Guangdong Wesley Law Firm,thesenew laws and guidelines have no

204、t impacted the Companys ability to conduct itsbusiness,offering securities to foreign investors,or list and trade on a U.S.orother foreign exchange.The Company is headquartered in Hong Kong and it owns 100%equity interest of all its subsidiaries in Hong Kong and does not have a VIEstructure in China

205、.However,any change in foreign investment regulations,andother policies in China or related enforcement actions by China government couldresult in a material change in our operations and the value of our Ordinary Sharesand could significantly limit or completely hinder our ability to offer ourOrdina

206、ry Shares to investors or cause the value of our Ordinary Shares tosignificantly decline or be worthless.Therefore,based on the PRC laws and regulations effective as of the date of thisprospectus and subject to interpretations of these laws and regulations that may beadopted by PRC government author

207、ities,as advised by Guangdong Wesley Law Firm,neither we,nor our operating subsidiary in Hong Kong are currently required toobtain any permission or approval from the PRC government authorities,includingthe CSRC and CAC,to operate our business,list on the U.S.exchanges,or offer thesecurities to fore

208、ign investors.As of the date of this prospectus,neither we norour operating subsidiary have ever applied for any such permission or approval.However,given the uncertainties arising from the PRC and Hong Kong legal systems,including uncertainties regarding the interpretation and enforcement of the PR

209、Claws and the significant authority of the PRC government to intervene or influencethe offshore holding company headquartered in Hong Kong,there remains significantuncertainty in the interpretation and enforcement of relevant PRC cybersecuritylaws and other regulations.Since the New Overseas Listing

210、 Rules was newlypromulgated,its interpretation,application and enforcement remain unclear andthere also remains significant uncertainty as to the enactment,interpretation andimplementation of other regulatory requirements related to overseas securitiesofferings and other capital markets activities.I

211、f the New Overseas Listing Rules become applicable to us or our operatingsubsidiary in Hong Kong,if our operating subsidiary is deemed to be a CIIO,or ifthe Measures for Cybersecurity Review(2021)or the PRC Personal InformationProtection Law become applicable to our operating subsidiary in Hong Kong

212、,thebusiness operation of the operating subsidiary and the listing of our OrdinaryShares in the United States could be subject to the CACs cybersecurity review orthe New Overseas Listing Rules in the future.While we do not believe we are covered by the permission requirements from CSRC orCAC,investo

213、rs of our company and our business may face potential uncertainty fromenactment,interpretation and implementation of regulatory requirements and theactions taken by the PRC government affecting our business,overseas securitiesofferings and other capital market activities.If we and our subsidiaries(i

214、)donot receive or maintain such permissions or approvals,should the approval berequired in the future by the PRC government,(ii)inadvertently conclude that suchpermissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and we are required to obtain such pe

215、rmissions orapprovals in the future,our operations and financial conditions could bematerially adversely affected,and our ability to offer securities to investorscould be significantly limited or completely hindered and the securities currentlybeing offered may substantially decline in value and be

216、worthless.If theapplicable laws,regulations,or interpretations change and our operatingsubsidiary become subject to the CAC or CSRC review,we cannot assure you that ouroperating subsidiary will be able to comply with the regulatory requirements in allrespects and our current practice of collecting a

217、nd processing personal informationmay be ordered to be rectified or terminated by regulatory authorities.Moreover,if there is a significant change to the current political arrangementsbetween the PRC and Hong Kong,or the applicable laws,regulations,orinterpretations change,and/or if we were required

218、 to obtain such permissions orapprovals in the future in connection with the listing or continued listing of oursecurities on a stock exchange outside of the PRC,it is uncertain how long it willtake for us to obtain such approval,and,even if we obtain such approval,theapproval could be rescinded.Any

219、 failure to obtain or a delay in obtaining thenecessary permissions from the PRC authorities to conduct offerings or list outsideof the PRC may subject us to sanctions imposed by the CSRC,CAC,or other PRCregulatory authorities.It could include fines and penalties,proceedings againstus,and other form

220、s of sanctions,and our ability to conduct our business,investinto the Mainland China as foreign investments or accept foreign investments,ability to offer or continue to offer Ordinary Shares to investors or list on theU.S.or other overseas exchange may be restricted,and the value of our OrdinarySha

221、res may significantly decline or be worthless,our business,reputation,financial condition,and results of operations may be materially and adverselyaffected.The CSRC,the CAC,or other PRC regulatory agencies also may take actionsrequiring us,or making it advisable for us,11Table of Contentsto halt thi

222、s offering before settlement and delivery of our Ordinary Shares.Consequently,if you engage in market trading or other activities in anticipationof and prior to settlement and delivery,you do so at the risk that settlement anddelivery may not occur.In addition,if the CSRC,the CAC,or other regulatory

223、 PRCagencies later promulgate new rules requiring that we obtain their approvals forthis offering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such a waiver.Any uncertaintiesand/or negative publicity regarding such an approval req

224、uirement could have amaterial adverse effect on the trading price of our securities.Permission Required from Hong Kong AuthoritiesAs of the date of this prospectus,we are advised by our Hong Kong counsel,Stevenson,Wong&Co.,that the Company is not required to obtain permission orapproval from Hong Ko

225、ng authorities to register and offer the securities to foreigninvestors or list and trade on a U.S.or other foreign exchange.Should there beany change in applicable laws,regulations,or interpretations,and we or any ofour subsidiaries are required to obtain such permissions or approvals in thefuture,

226、we will strive to comply with the then applicable laws,regulations,orinterpretations.However,if we did become subject to PRC laws/authorities,wecould incur material costs to ensure compliance,be subject to fines,experiencedevaluation of securities or delisting,no longer being able to conduct offerin

227、gsto foreign investors,and no longer be permitted to continue our current businessoperations.To the extent cash or assets in the business is in the PRC/Hong Kong ora PRC/Hong Kong entity,the funds or assets may not be available to fund operationsor for other use outside of the PRC/Hong Kong due to i

228、nterventions in or theimposition of restrictions and limitations on the ability of us or our subsidiariesby the PRC government to transfer cash or assets.We currently have no operation orsubsidiary in China,we or our subsidiaries are not required to obtain from Chineseauthorities to operate our busi

229、ness and to offer the securities being registered toforeign investors.Hong Kong is a special administrative region of the PRC and thebasic policies of the PRC regarding Hong Kong are reflected in the Basic Law of theHong Kong Special Administrative Region of the Peoples Republic of China,providing H

230、ong Kong with a high degree of autonomy and executive,legislative andindependent judicial powers,including that of final adjudication under theprinciple of“one country,two systems”.Pursuant to the Basic Law of the HongKong Special Administrative Region,PRC laws and regulations shall not be appliedin

231、 Hong Kong except for those listed in Annex III of the Basic Law(which areconfined to laws relating to national defense,foreign affairs and other mattersthat are not within the scope of autonomy).Also,we or our subsidiaries,are notcovered by permissions requirements from CSRC,CAC or any other govern

232、mentalagency.We have received all requisite permissions or approvals,i.e.certificatesof incorporation and business registration certificates that have been obtained byour subsidiary in Hong Kong,for our business operations and no permission orapproval has been denied.If we or any of our subsidiaries

233、 do not receive ormaintain permissions or approvals,inadvertently conclude that such permissions orapprovals are not required,or applicable laws,regulations,or interpretationschange and we or our subsidiaries are required to obtain such permissions orapprovals in the future,it could significantly li

234、mit or completely hinder ourability to offer or continue to offer our securities to investors and cause thevalue of our securities to significantly decline or become worthless.Transfers of Cash to and from Our SubsidiaryMega Fortune has no operations of its own.It conducts its operations in Hong Kon

235、gthrough the Operating Entity.Mega Fortune may rely on dividends or payments to bepaid by our Operating Entity to fund its cash and financing requirements,includingthe funds necessary to pay dividends and other cash distributions to ourshareholders,to service any debt we may incur and to pay our ope

236、rating expenses.If our Operating Entity incurs debt on its own behalf in the future,theinstruments governing the debt may restrict its ability to pay dividends or makeother distributions to us.Cash is transferred through our organization in thefollowing manner:(i)funds are transferred from Mega Fort

237、une,our holding companyincorporated in Cayman Islands,to our Operating Entity in Hong Kong through PonteFides,our intermediate holding company,in the form of capital contributions orloans,as the case may be;and(ii)dividends or other distributions may be paid byour Operating Entity in Hong Kong to Me

238、ga Fortune through Ponte Fides.There is no restriction under the Cayman Islands law on the amount of funding thatMega Fortune may provide to its subsidiary in Hong Kong through loans or capitalcontributions,provided that such provision of funds is in the best interests of,and of commercial benefit t

239、o,Mega Fortune.The Operating Entity is also permittedunder the laws of Hong Kong,to provide funding to Mega Fortune,through dividenddistributions or payments,without restrictions on the amount of the funds.12Table of ContentsThere are no restrictions or limitation on our ability to distribute earnin

240、gs bydividends from our Operating Entity in Hong Kong to the Company and ourshareholders and U.S.investors,provided that the entity remains solvent aftersuch distribution.Subject to the Companies Act(as revised)of the Cayman Islandsand our Amended and Restated Memorandum and Articles of Association,

241、our board ofdirectors may,by resolutions of directors,authorize and declare a dividend out ofour lawfully available funds to shareholders from time to time and of an amountthey deem fit if they are satisfied,on reasonable grounds,that immediately afterthe distribution,the value of our assets will ex

242、ceed our liabilities,and MegaFortune will be able to satisfy debts as they fall due in the ordinary course ofbusiness.According to the Companies Ordinance(Chapter 622 of the Laws of HongKong),a company may only make a distribution out of profits available fordistribution.Other than the above,we did

243、not adopt or maintain any cashmanagement policies and procedures as of the date of this prospectus.Under the current practice of the Inland Revenue Department of Hong Kong,no tax ispayable in Hong Kong in respect of dividends paid by us.There are no restrictions or limitations under the laws of Hong

244、 Kong imposed on theconversion of Hong Kong dollar into foreign currencies and the remittance ofcurrencies out of Hong Kong,nor is there any restriction on any foreign exchangeto transfer cash between Mega Fortune and its subsidiary,across borders and toU.S.investors,nor there is any restrictions an

245、d limitations to distributeearnings from the Operating Entity to Mega Fortune and U.S.investors.See“Regulations”on page 91 and“Dividend Policy”on page 47.As further advised by our PRC Counsel,Guangdong Wesley Law Firm,the laws andregulations of the PRC do not currently have any material impact on th

246、e transfer ofcash from Mega Fortune to the Operating Entity or from the Operating Entity to MegaFortune,our shareholders and the U.S.investors.However,in the future,funds maynot be available to fund operations or for other use outside of Hong Kong,due tointerventions in,or the imposition of restrict

247、ions and limitations on,our abilityor on our subsidiarys ability by the PRC government to transfer cash.Anylimitation on the ability of our subsidiary to make payments to us could have amaterial adverse effect on our ability to conduct our business and might materiallydecrease the value of our Ordin

248、ary Shares or cause them to be worthless.Furthermore,the PRC government may,in the future,impose restrictions orlimitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our business

249、outside of Hong Kong.Such restrictions andlimitations,if imposed in the future,may delay or hinder the expansion of ourbusiness to outside of Hong Kong and may affect our ability to receive funds fromour Operating Entity in Hong Kong.The promulgation of new laws or regulations,orthe new interpretati

250、on of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact the ability or way we conduct ourbusiness,could require us to change certain aspects of our business to ensurecompliance,which could decrease demand for our services,reduce revenues,increasecosts,require us

251、 to obtain more licenses,permits,approvals or certificates,orsubject us to additional liabilities.To the extent any new or more stringentmeasures are required to be implemented,our business,financial condition andresults of operations could be adversely affected and such measured couldmaterially dec

252、rease the value of our Ordinary Shares,potentially rendering itworthless.For six-month ended March 31,2023 and 2024,fiscal years ended September 30,2022and 2023 and up to the date of this prospectus,no transfer of cash or other typesof assets has been made between Mega Fortune,Ponte Fides and Operat

253、ing Entity;andMega Fortune,our holding company,has not declared or made any dividends or otherdistribution to its shareholders in the past,nor has any dividends ordistributions been made by our Operating Entity to Ponte Fides and Mega Fortune,orby Ponte Fides to Mega Fortune.If we determine to pay d

254、ividends on any of our Ordinary Shares in the future,as aholding company,we will be dependent on receipt of funds from our Operating Entityby way of dividend payments.We do not have any present plan to declare or pay anydividends on our Ordinary Shares in the foreseeable future.We currently intend t

255、oretain all available funds and future earnings,if any,for the operation andexpansion of our business and do not anticipate declaring or paying any dividendsin the foreseeable future.Any future determination related to our dividend policywill be made at the discretion of our board of directors after

256、 considering ourfinancial condition,results of operations,capital requirements,contractualrequirements,business prospects and other factors the board of directors deemsrelevant,and subject to the restrictions contained in any future financinginstruments.13Table of ContentsThe OfferingBelow is a summ

257、ary of the terms of the offering:Issuer:Mega Fortune Company LimitedSecurities being offered:3,750,000 Ordinary Shares;Initial offering price:We currently estimate that the initial publicoffering price will between$4 and$5 perOrdinary Share.Number of Ordinary Sharesoutstanding before theoffering:10,

258、000,000 of our Ordinary Shares are outstandingas of the date of this prospectus.Over-allotment option We have granted the Underwriter an option for aperiod of 45days to purchase up to an aggregateof 562,500 additional Ordinary Shares,equal tofifteen percent(15%)of the total number ofOrdinary Shares

259、sold by us in this offering.Number of Ordinary SharesOutstanding After theOffering1:13,750,000 Ordinary Shares assuming no exerciseof the Underwriters over-allotment option.14,312,5000 Ordinary Shares assuming fullexercise of the Underwriters over-allotmentoption.Gross proceeds to us,net ofunderwrit

260、ing discounts butbefore expenses1:Between$13,875,000 and$17,343,750,based on anoffering price between$4.00 and$5.00.Use of proceeds:We intend to use the net proceeds of thisoffering as follows:(1)approximately 30%formarket expansion,business development&marketing;(2)approximately 35%for research and

261、development;(3)approximately 25%for theexpansion of software engineer team;and(4)forother general corporate purposes and workingcapital,see“Use of Proceeds”on page 46.Lock-up We,and all of our directors and officers andcertain shareholders have agreed with theUnderwriter,subject to certain exception

262、s,notto sell,transfer or dispose of,directly orindirectly,any of our Ordinary Shares orsecurities convertible into or exercisable orexchangeable for our Ordinary Shares for a periodof one hundred and eighty(180)days after theclosing of this offering,of which thisprospectus forms a part.See“Shares El

263、igiblefor Future Sale”and“Underwriting”for moreinformation.Transfer Agent Proposed Nasdaq Symbol:MGRTRisk factors:Investing in our Ordinary Shares involves a highdegree of risk.As an investor,you should beable to bear a complete loss of your investment.You should carefully consider the information s

264、etforth in the“Risk Factors”section beginningon page 17._1Excludes Ordinary Shares pursuant to the Underwriters over-allotment option.14Table of ContentsSummary Consolidated Financial and Operating DataThe following summary consolidated statements of income for the years endedSeptember 30,2022 and 2

265、023,summary consolidated balance sheet data as ofSeptember30,2022 and 2023,and summary consolidated statements of cash flow forthe years ended September 30,2022 and 2023,have been derived from ourconsolidated financial statements included elsewhere in this prospectus;andsummary consolidated statemen

266、ts of income for the six months ended March 31,2023and 2024,summary consolidated balance sheet data as of March 31,2023 and 2024,and summary consolidated statements of cash flow for the six months ended March 31,2023 and 2024,have been derived from our unaudited consolidated financialstatements incl

267、uded elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance withU.S.GAAP.Our historical results are not necessarily indicative of the resultsthat may be expected in the future.The following summary consolidated financialdata should be read in conj

268、unction with“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”,“Exchange Rate Information”andour consolidated financial statements included elsewhere in this prospectus.The following table presents our summary consolidated statements of income fortheyears ended Sep

269、tember30,2022 and 2023 and for the six months ended March 31,2023 and 2024:Unaudited Condensed Consolidated Statements of Operations andComprehensive Income Data:For the Six Months EndedMarch 31,2024 2023Revenues$1,928,184$1,724,232Cost of revenues(1,063,864)(1,106,015)Total operating expenses(709,9

270、96)(488,788)Total other income,net 14,803 21,128Income tax expenses(77,149)(9,246)Net income$91,978$141,311Consolidated Statements of Operations and Comprehensive Income Data:For theYears EndedSeptember30,2023 2022Revenues$3,247,543$3,491,614Cost of revenues(1,972,633)(2,535,830)Total operating expe

271、nses(722,364)(684,762)Total other income,net 65,172 49,026Income tax expenses(81,164)(24,367)Net income$536,554$295,681The following table presents our summary consolidated balance sheet as ofSeptember30,2022,September 30,2023 and March 31,2024:Consolidated Balance Sheets Data:As ofMarch31,2024 As o

272、fSeptember 30,2023 As ofSeptember30,2022Cash and cash equivalents$437,475$619,570$941,527Other Current Assets 2,140,873 1,603,501 1,351,751Total Non-Current Assets 96,962 43,284 84,594Total Assets 2,675,310 2,266,355 2,377,872Total Current Liabilities (1,206,331)(834,432)(1,348,777)Total Non-Current

273、 Liabilities(423,548)(479,412)(613,914)Total Liabilities(1,629,879)(1,313,844)(1,962,691)Total shareholders equity$1,045,431$952,511$415,18115Table of ContentsThe following table presents our summary consolidated statements of cash flow fortheyears ended September30,2022 and 2023 and for the six mon

274、ths ended March 31,2023 and 2024:Unaudited Condensed Consolidated Statements of Cash Flow Data:For theSixMonths EndedMarch31,2024 2023Net cash used in operating activities$(24,215)$(204,468)Net cash used in investing activities(7,356)Net cash used in financing activities (151,398)(236,525)Net decrea

275、se in cash and cash equivalents(182,969)(440,993)Effect of exchange rate changes on cash and cashequivalents 874 1,865Cash and cash equivalents,beginning of period 619,570 941,527Cash and cash equivalents,end of period$437,475$502,399Consolidated Statements of Cash Flow Data:For theYears EndedSeptem

276、ber30,2023 2022Net cash(used in)provided by operating activities$(32,724)$101,962Net cash used in investing activities(1,737)(2,825)Net cash(used in)provided by financing activities (289,683)281,771Net(decrease)increase in cash and cashequivalents(324,144)380,908Effect of exchange rate changes on ca

277、sh and cashequivalents 2,187 6,498Cash and cash equivalents,beginning of year 941,527 554,121Cash and cash equivalents,end of year$619,570$941,52716Table of ContentsRISK FACTORSInvestment in our securities involves a high degree of risk.You should carefullyconsider the risks described below together

278、 with all of the other informationincluded in this prospectus before making an investment decision.The risks anduncertainties described below represent our known material risks to our business.Ifany of the following risks actually occurs,our business,financial condition orresults of operations could

279、 suffer.In that case,you may lose all or part of yourinvestment.You should not invest in this offering unless you can afford to lose yourentire investment.RISKS RELATING TO OUR BUSINESSAs a new company,Mega Fortune has a limited operating history(albeit QBSSystems has been operating since 2011),maki

280、ng it difficult to forecast ourfuture results of operations.Mega Fortune was incorporated in January 2024 although our main operating subsidiaryQBS System commenced operations on April14,2011.Our relatively limited operatinghistory makes it difficult to evaluate our current business and prospects,an

281、d toplan for our anticipated future growth.As a result of our limited history,ourability to accurately forecast our future results of operations is limited andsubject to a number of uncertainties,including our ability to plan for and modelfuture growth.Our historical revenue growth should not be con

282、sidered indicative ofour future performance.Further,in future periods,our revenue growth could slow down or our revenue coulddecline for a number of reasons,including slowing demand for our offerings,increased competition,changes to technology,a decrease in the growth of our overallmarket,or our fai

283、lure,for any reason,to continue to take advantage of growthopportunities.We have also encountered,and will continue to encounter,risks anduncertainties frequently experienced by growing companies in rapidly changingindustries,such as the risks and uncertainties described below.If our assumptionsrega

284、rding these risks and uncertainties and our future revenue growth are incorrect,or if we do not address these risks successfully,our operating and financial resultscould differ materially from our expectations,and our business could suffer.The industry in which we participate is intensely competitiv

285、e,and if we donot compete effectively,our operating results could be harmed.The IoT market in which we compete requires continuous innovation and is highlycompetitive,rapidly evolving,subject to changing technology,shifting customerneeds and frequent introductions of new products and services.Our co

286、mpetitors in theIoT enterprise marketplace include vendors of IoT devices and products,cloudplatform providers for certain hardware and application vendors,hardware providersoffering sensors and cloud integration partners,and IoT platforms from companiesthat have existing relationships with hardware

287、 and software companies.We compete ona service basis,with customized products and services,by offering fully integratedIoT device connectivity to a variety of niche markets.New competitors could launchnew businesses in our markets at a relatively low cost since technological andfinancial barriers to

288、 entry are relatively low.Some of our current and potentialcompetitors may have competitive advantages,such as greater name recognition,longeroperating histories,significant installed bases,broader geographic scope,andlarger marketing budgets,as well as substantially greater financial,technical,pers

289、onnel,and other resources.In addition,our potential competitors may haveestablished marketing relationships and access to larger customer bases,and havemajor service agreements with consultants influencing their purchasing decisions.Wemay also experience competition from smaller,younger competitors

290、that may be moreagile in responding to customers demands.These competitors may be able to respondmore quickly and effectively than we can to new or changing opportunities,technologies,standards or customer requirements or provide competitive pricing.As aresult,even if our services are more effective

291、 than the services that ourcompetitors offer,potential customers might select competitive services in lieu ofpurchasing our services.For these reasons,we may not be able to competesuccessfully against our current and future competitors,which could negativelyimpact our future sales and harm our busin

292、ess and financial condition.In order to differentiate our services from our competitors,we must continue tofocus on improving our existing services and adapt to current technologies.If ourservices fail to achieve widespread market acceptance,if existing customers do notsubscribe to our paid subscrip

293、tion services,or if we are not successful incapitalizing on opportunities in the connected IoT market,our future growth may beslowed and our business,results of operations and financial condition could bematerially adversely affected.17Table of ContentsIf we fail to upgrade,enhance and expand our pr

294、oducts,technologies andservices to meet customer needs and preferences,the demand for ourproducts,solutions and services may materially diminish.Our businesses operate in industries that are subject to rapid technological advancesand changing customer needs and preferences.In order to remain competi

295、tive andresponsive to customer demands,we continually upgrade,enhance,and expand ourtechnologies,solutions and services.If we fail to respond successfully totechnology challenges and customer needs and preferences,the demand for oursolutions and services may diminish.In addition,investment in produc

296、t developmentoften involves a long return on investment cycle.We have made and expect to continueto make significant investments in product development.We must continue to dedicatea significant amount of resources to our development efforts before knowing to whatextent our investments will result in

297、 products and services the market will accept.In addition,our business could be adversely affected in periods surrounding our newproduct introductions if customers delay purchasing decisions to evaluate the newproduct offerings.Furthermore,we may not execute successfully on our productdevelopment st

298、rategy,including because of challenges with regard to product planningand timing and technical hurdles that we fail to overcome in a timely fashion.Otherrisks include the following:our product planning efforts may fail to result in the development orcommercialization of new technologies or ideas;our

299、 research and development efforts may fail to translate new product plansinto commercially feasible products;our new technologies or new products may not be well received by consumers;we may not have adequate funding and resources necessary for continualinvestments in product planning and research a

300、nd development;our products may become obsolete due to rapid advancements in technology andchanges in consumer preferences;andour newly developed technologies may not be protected as proprietaryintellectual property rights.Any failure to anticipate next-generation technologies or changes in customer

301、preferences or to timely develop new or enhanced products in response could result indecreased revenue and market share.In particular,we may experience difficultieswith product design,product development,marketing or certification,which couldresult in excessive research and development expenses and

302、capital expenditure,delaysor prevent our introduction of new or enhanced products.Furthermore,our researchand development efforts may not yield the expected results or may prove to be futiledue to the lack of market demand.We have derived and may continue to derive most of our revenue from our IoTIn

303、tegration Solution Services.We also expect to generate significantrevenue from our IoT Integration Solution Services in the future.If themarket for IoT Integration Solution Services cease to exist or diminishessignificantly,our business,results of operations and financial conditionwould be materiall

304、y and adversely affected.Historically,our revenue has been primarily derived from the provision of IoTIntegration Solution Services.For the six months ended March 31,2023 and 2024,sales of our IoT Integration Solution Services generated approximately$1.12 millionand$1.02 million respectively,which a

305、ccounted for 65%and 53%of our total revenue.In the fiscal years 2022 and 2023,sales of the same generated approximately$1.57million and$1.86million respectively,which accounted for 45%and 57%of ourtotal revenue.We expect to generate,in the foreseeable future,a significantportion of our revenue from

306、sales of these products and solutions.If the market for any of the above-mentioned products and solutions ceases to existor diminishes significantly,we would experience a significant loss of sales,cancelation of orders,or loss of customers for our current and future products andsolutions.Similarly,i

307、f we cannot maintain the scale and profitability of ourproducts and solutions and,at the same time,successfully expand our business inother application markets,our business,results of operations,financial conditionand prospects will suffer.Furthermore,brand image deterioration and margin squeezecaus

308、ed by increased operating costs,declining economic returns or pricingcompetition for our products and solutions could all have a material and adverseeffect on our business,results of operations and financial condition.18Table of ContentsWe face risks associated with the expansion of our business ope

309、rationsoverseas and if we are unable to effectively manage such risks,ourbusiness growth and profitability may be negatively affected.We intend to grow our business in part by expand our sales network and operationsinternationally beyond HongKong.Our expansion plans include possibly establishingaddi

310、tional offices for sales,research and development and other operations in theUnitedStates,Singapore and Middle East.However,there are risks associated withsuch global expansion plans,including:high costs of investment to establish a presence in a new market and manageinternational operations;competi

311、tion in unfamiliar markets;foreign currency exchange rate fluctuations;regulatory differences and difficulties in ensuring compliance with multi-national legal requirements and multi-national operations;changes in economic,legal,political or other local conditions in newmarkets;our limited customer

312、base and limited sales and relationships withinternational customers;competitors in the overseas markets may be more dominant and have strongerties with customers and greater financial and other resources;challenges in managing our international sales channels effectively;difficulty in ensuring that

313、 our customers comply with the sanctions imposedby the Office of Foreign Assets Control in the UnitedStates and regulatorsin other countries and regions,on various foreign states,organizations andindividuals;andgovernmental policies favoring domestic companies in certain foreign marketsor trade barr

314、iers including export requirements,tariffs,taxes and otherrestrictions and charges.In particular,a worldwide trend in favor ofnationalism and protectionist trade policy and the ongoing trade disputebetween the UnitedStates and PRC as well as other potential internationaltrade disputes could cause tu

315、rbulence in international markets.Thesegovernment policies or trade barriers could increase the prices of ourproducts and make us less competitive in such countries.If we are unable to effectively manage such risks,we may encounter difficulties inour overseas expansion plans and our business,reputat

316、ion,results of operations andfinancial condition may be impaired.The average selling prices of our products may decrease from time to timedue to technological advancement,and we may not be able to pass onto oursuppliers such decreases,which may in turn adversely affect ourprofitability.The IoT indus

317、try is characterized by rapid launches of new products,continuoustechnological advancements,and changing market trends and customer preferences,allof which translate to a shorter life cycle and a gradual decrease in the averageselling prices of products over time.Because we compete in an environment

318、 ofrapidly-evolving technology advancement and market trends,we may need to lower theprice of our products to gain stronger market competitiveness and we cannot assureyou that we will be able to pass on any decrease in average selling prices of ourproducts to our suppliers.If the average selling pri

319、ces of our products unusually orsignificantly decrease and such decreases cannot be offset by a correspondingdecrease in the prices of the principal components of our products,our gross profitmargins may be materially and adversely affected,which in turn,may adversely affectour profitability.If we a

320、re unable to maintain or enhance our brand recognition,ourbusiness,results of operations and financial condition may be materiallyand adversely affected.Maintaining and enhancing the recognition,image and acceptance of our brand areimportant to our ability to differentiate our products from and to c

321、ompeteeffectively with our peers.Our brand image,however,could be jeopardized if we failto maintain high product quality,pioneer and keep pace with evolving technologytrends,or timely fulfill the orders for our products.If we fail to promote ourbrand or to maintain or enhance our brand recognition f

322、or QBS System products andservices and awareness among our customers,or if we are subject to events ornegative allegations affecting our brand image or the publicly perceived position ofour brand,our business,results of operations and financial condition could beadversely affected.19Table of Content

323、sOur revenue and profit sustainability depend on our ability to maintain ourcompetitiveness through providing high quality services.Our principal operating subsidiary has been conducting business in the IoT industryfor more than 13years.On a consolidated basis restated to take account of theReorgani

324、zation,we recorded revenue of approximately$1.72 million and$1.93 million,respectively and profit of approximately$0.14 million and$0.09 million,respectively for the six months ended March 31,2023 and 2024,and revenue ofapproximately$3.49 million and$3.25 million,respectively and profit ofapproximat

325、ely$0.30 million and$0.54 million,respectively for the years endedSeptember30,2022 and September30,2023,respectively.The sustainability of ourrevenue and profit will depend on the ability to maintain our competitiveness bydelivering high quality and innovative products and services.The competition w

326、ithin the IoT industry is intense.Our competitors and new marketentrants may increase in the future resulting in intensified price competition,whichcould in turn adversely affect our bargaining power in terms of fees charged andconsequently our results of operations and prospects.Our market position

327、 may behampered by intensified competition in the form of better products and servicesand/or price reductions by our competitors.Any failure to maintain our high qualityproducts and services at competitive pricing could have a material adverse effect onour business,operating results and financial co

328、ndition.RISKS RELATING TO OUR OPERATIONSWe have incurred net gains and positive/negative cash flows from operatingactivities in the past,and we may not achieve or sustain profitability.On a consolidated basis,restated to take account of the Reorganization,we recordednet gain of approximately$0.14 mi

329、llion and$0.09 million for the six months endedMarch 31,2023 and 2024,respectively,and$0.30million and$0.54million in thefiscal years 2022 and 2023,respectively.We also recorded negative cash flow fromoperating activities of$0.20 million and$0.02 million for the six months endedMarch 31,2023 and 202

330、4,respectively,and positive cash flow from operatingactivities of$0.10million and negative cash flow of$0.03million in the fiscalyears 2022 and 2023,respectively.However,we cannot assure you that we will be ableto continue to generate net profit or positive cash flow from operating activities inthe

331、future.Our ability to achieve continued profitability will depend in large parton our ability to control expenses and manage our growth effectively,achieve a morestable performance given the significant fluctuation and volatility of market pricesfor our core customers businesses,and maintain our com

332、petitive advantage in therelevant markets.We expect to continue to make investments in the development andexpansion of our business,which will place significant demands on our management andour operational and financial resources.Continuous expansion may increase thecomplexity of our business,and we

333、 may encounter various difficulties.We may fail todevelop and improve our operational,financial and management controls,enhance ourfinancial reporting systems and procedures,recruit,train and retain highly skilledpersonnel,or maintain customer satisfaction to effectively support and manage ourgrowth.If we invest substantial time and resources to expand our operations but failto manage the growth o