[6-K] New Century Logistics (BVI) Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

New Century Logistics (BVI) Limited ("the Company") has replaced its external auditor. On 8 July 2025 the audit committee dismissed ZH CPA, LLC and appointed AOGB CPA Limited as the Company’s independent registered public accounting firm, effective the same day. The Company states the decision followed a thorough evaluation and was not driven by any disagreement over accounting principles, financial disclosures, or audit procedures.

ZH CPA’s reports for the fiscal years ended 30 September 2024 and 2023 were clean (unqualified). During those two fiscal years and through 8 July 2025, the Company reports (i) no disagreements with ZH CPA and (ii) no reportable events under Item 16F(a)(1)(v) of Form 20-F other than the previously disclosed material weaknesses in internal control related to insufficient U.S. GAAP-qualified staff.

The Company has asked ZH CPA to issue a letter to the SEC stating whether it agrees with these disclosures; this letter is filed as Exhibit 16.1. Management also confirms that, prior to engagement, AOGB was not consulted on any accounting matter, proposed transaction, audit opinion, or reportable event as defined by Item 16F.

The Form 6-K and Exhibit 16.1 will be incorporated by reference into the Company’s upcoming Form 20-F for the year ending 30 September 2025 to satisfy Item 16F reporting obligations.

Positive

• No disagreements or qualified opinions were reported by outgoing auditor ZH CPA for FY-2023 and FY-2024.
• Audit committee involvement suggests proper governance procedures in selecting the new auditor.

Negative

• Company still discloses material weaknesses in internal control related to insufficient U.S. GAAP expertise.
• Auditor change can introduce transition risk and may prolong remediation of control deficiencies.

Insights

Financial Analyst

TL;DR – Auditor switch appears routine; prior opinions clean, but internal-control weaknesses persist, warranting monitoring.

The Company’s auditor change is presented as a standard rotation with no disputes or adverse opinions. ZH CPA’s clean reports for FY-2023 and FY-2024 mitigate immediate financial-statement reliability concerns. However, the underlying material weakness—lack of sufficiently skilled U.S. GAAP personnel—remains unresolved and could affect future filings until remediated. Investors should track whether AOGB’s first audit identifies additional deficiencies or issues revised opinions.

Corporate Governance Expert

TL;DR – Governance neutral: audit committee-approved change, but control weakness signals ongoing oversight challenges.

The board’s audit committee oversaw the selection of AOGB, satisfying governance best practices. Absence of disagreements and clean prior opinions limit negative inference. Nonetheless, continuation of a reported material weakness in financial reporting highlights a governance gap—specifically staffing and compliance expertise—that management must address. The impact is neutral for now but could tilt negative if remediation stalls or new auditor flags additional issues.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES ACT OF 1933

 

For the month of July, 2025

 

Commission File Number: 001-42415

 

NEW CENTURY LOGISTICS (BVI) LIMITED

(Name of Registrant)

 

Office A-E, 33/F, King Palace Plaza,

55 King Yip Street, Kwun Tong,

Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

 

Change of Auditor

 

On July 8, 2025, New Century Logistics (BVI) Limited (the “Company”) dismissed ZH CPA, LLC (“ZH CPA”) and appointed AOGB CPA Limited (“AOGB”) as its independent registered public accounting firm, effective on the same day (the “Change of Auditor”). The Change of Auditor was made after careful consideration and evaluation process by the Company and has been approved by the audit committee of the board of directors of the Company. The Company’s decision to make the Change of Auditor was not the result of any disagreement between the Company and ZH CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 

The audit report of ZH CPA on the consolidated financial statements of the Company as of and for the fiscal years ended September 30, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, scope of accounting principles. Furthermore, during the Company’s two most recent fiscal years and through July 8, 2025, there were no disagreements with ZH CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to ZH CPA’s satisfaction, would have caused ZH CPA to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the Company’s two most recent fiscal years and through July 8, 2025, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses reported by management in the annual report on Form 20-F for the fiscal year ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 28, 2025. The material weaknesses identified associated with a lack of adequately skilled staff possessing knowledge of generally accepted accounting principles in the United States (the “U.S. GAAP”) thereby affecting the proper adherence to U.S. GAAP and the Securities and Exchange Commission (the “SEC”) reporting and compliance requirements.

 

The Company has provided ZH CPA with a copy of the above disclosure and requested that ZH CPA furnish a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of ZH CPA’s letter is filed hereto as Exhibit 16.1 to this Form 6-K.

 

During the two most recent fiscal years and any subsequent interim periods prior to the engagement of AOGB, neither the Company, nor someone on behalf of the Company, has consulted AOGB regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that AOGB concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.

 

The Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F of its Form 20-F for the year ending September 30, 2025 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 16.1 by reference into such Form 20-F to the extent necessary to satisfy such reporting obligations.

 

 

 

 

EXHIBIT INDEX

The following exhibits are being filed herewith:

 

Exhibit No.	 	Description
16.1	 	Letter of ZH CPA, LLC to the U.S. Securities and Exchange Commission dated July 8, 2025

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 8, 2025	New Century Logistics (BVI) Limited
 	 	 
 	By:	/s/ Ching Shun Ngan
 	 	Ching Shun Ngan
 	 	Chief Executive Officer

 

 

 

FAQ

Why did New Century Logistics (NCEW) change auditors in July 2025?

The Company dismissed ZH CPA and appointed AOGB CPA after an audit-committee review; it cites no disagreements with the former auditor.

Did ZH CPA issue qualified opinions on NCEW’s financial statements?

No. ZH CPA’s reports for FY-2023 and FY-2024 were unqualified (clean).

Are there any unresolved accounting disagreements between NCEW and ZH CPA?

The filing states there were no disagreements regarding accounting principles, disclosures, or audit scope.

What internal control issues has NCEW disclosed?

Management reports material weaknesses stemming from a lack of personnel skilled in U.S. GAAP and SEC reporting requirements.

Was AOGB consulted by NCEW before its appointment?

No. The Company confirms it did not consult AOGB on any accounting matters or potential audit opinions prior to engagement.

Will this Form 6-K be incorporated into NCEW’s next Form 20-F?

Yes. The Company intends to use this 6-K and Exhibit 16.1 to satisfy Item 16F requirements in its FY-2025 Form 20-F.