WLGS Wang and Lee Group Inc

 

 

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 EXCHANGE ACT OF 1934

 

For the month of December 2024.

 

Commission File Number 001-41681

 

WANG & LEE GROUP, Inc.

(Translation of registrant’s name into English)

 

Mr. Pui Lung Ho, Chief Executive Officer

5-6/F Wing Tai Factory Building,

3 Tai Yip Street,

Kwun Tong,

Kowloon, Hong Kong

Telephone: +852 2889 1313

(Address of principal executive office)

 

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

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

Other Information

 

Attached hereto as Exhibit 99.1 is a press release dated December 23, 2024, announcing the Company’s interim financial results for the six months ended June 30, 2024; attached hereto as Exhibit 99.2 are the unaudited condensed consolidated financial statements of the Company as of June 30, 2024 and for the six months ended June 30, 2024, and 2023.

 

These condensed consolidated financial statements have not been reviewed on behalf of the shareholders by the independent external auditors of the Company.

 

Exhibits

 

99.1		Press Release, dated December 23, 2024
99.2		Unaudited Condensed Consolidated Financial Statements as of June 30, 2024 and for the six months ended June 30, 2024 and 2023

 

 

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: December 30, 2024	WANG & LEE GROUP, INC.
	By:	/s/ Pui Lung Ho
	Name:	Pui Lung Ho
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

WANG & LEE GROUP, INC. Announces 2024 Unaudited Interim Financial Results

 

WANG & LEE GROUP, Inc. (Nasdaq: WLGS) (“WLGS” or the “Company”), is a British Virgin Islands holding company with operations conducted by its subsidiaries in Hong Kong. The group is a construction prime and subcontractor engaging in the installation of Electrical & Mechanical Systems (“E&M”), which include low voltage (220v/phase 1 or 380v/phase 3) electrical systems, mechanical ventilation and air-conditioning (“MVAC”) systems, fire service systems, water supply and sewage disposal system installation and fitting out for the public and private sectors. The group’s vision is to operate as a conglomerate to build synergy within its own sustainable ecosystem thereby creating value to its shareholders, today announced its unaudited operating results for the six months ended June 30, 2024.

 

2024 Interim Results Overview

 

Revenue

 

Our sales were $1.89 million for the six months ended June 30, 2024, which increased by $0.45 million, or 31.25% from $1.44 million for the same period of 2023. During the six months ended June 30, 2024, we through WANG & LEE CONTRACTING LIMITED earned construction income of $1.89 million, compared to income of $1.44 million in 2023.

 

Below is the summary presenting the Company’s revenues disaggregated by products and services and timing of revenue recognition:

 

		For the six months ended June 30,
Revenue by recognition over time		2024				2023
		(Unaudited)				(Unaudited)
Revenue by recognition over time		$	1,884			$	1,437
		$	1,884			$	1,437

 

		For the six months ended June 30,
Revenue by major product line		2024				2023
		(Unaudited)				(Unaudited)
Low voltage electrical system		$	885			$	707
MVAC systems			105				328
Out-fitting			782				381
Water supply and sewage disposal system installation			41				14
Fire safety system			71				7
		$	1,884			$	1,437

 

 

Cost of revenues

 

For the six months ended June 30, 2024, cost of revenues increased by $0.76 million, or 64.41%, to $1.94 million from $1.18 million for the six months ended June 30, 2023. The increase was in line with the revenue growth.

 

Gross loss

 

Our gross loss was $0.05 million for the six months ended June 30, 2024, compared to gross profit of $0.25 million for the same period of 2023.

 

General and administrative expenses

 

General and administrative expenses amounted to approximately $0.69 million for the six months ended June 30, 2024, $1.20 million or 63.49% lower than $1.89 million for the same period of 2023. This decrease was due to a decrease in the listing fee.

 

General and administrative expenses include rental expenses, staff salary and benefits, legal and professional fees, office expenses, travel expenses, entertainment, depreciation and listing fees.

 

Finance cost

 

Finance cost amounted to $62,935 for the six months ended June 30, 2024, $38,338 or 155.86% higher than $24,597 for the same period of 2023.

 

Other Income

 

Other income amounted to $83,089 for the six months ended June 30, 2024, $41,212 or 98.41% higher than $41,877 for the same period of 2023.

 

Net loss

 

As a result of the various factors described above, net loss for the six months ended June 30, 2024 was $0.72 million, as compared to $1.62 million for the same period of 2023.

 

About WANG & LEE GROUP, Inc.

 

WANG & LEE GROUP, Inc. is a British Virgin Islands holding company with operations conducted by its subsidiaries in Hong Kong. The group is a construction prime and subcontractor engaging in the installation of Electrical & Mechanical Systems, which include low voltage (220v/phase 1 or 380v/phase 3) electrical systems, mechanical ventilation and air-conditioning systems, fire service systems, water supply and sewage disposal system installation and fitting out for the public and private sectors. The group’s vision is to operate as a conglomerate to build synergy within its own sustainable ecosystem thereby creating value to its shareholders, today announced its unaudited operating results for the six months ended June 30, 2024. For more information about WLGS, please visit our investor relations website:

 

https://www.wangnleegroup.com/

 

 

Safe Harbor and Informational Statement

 

This announcement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words “believe,” “expect,” “anticipate,” “future,” “will,” “intend,” “plan,” “estimate” or similar expressions, are “forward-looking statements”. Forward-looking statements in this release include, without limitation, the effectiveness of the Company’s multiple-brand, multiple channel strategy and the transitioning of its product development and sales focus and to a “light-asset” model. Although the Company’s management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. These forward-looking statements can change as a result of many possible events or factors not all of which are known to the Company, which may include, without limitation, our ability to have effective internal control over financial reporting; our success in designing and distributing products under brands licensed from others; management of sales trend and client mix; possibility of securing loans and other financing without efficient fixed assets as collaterals; changes in government policy in China; China’s overall economic conditions and local market economic conditions; our ability to expand through strategic acquisitions and establishment of new locations; compliance with government regulations; legislation or regulatory environments; geopolitical events, and other events and/or risks outlined in WLGS ‘s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and WLGS does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

 

 

Exhibit 99.2

 

WANG & LEE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024, AND DECEMBER 31, 2023

(In thousands of U.S. dollars except share and per share data)

 

		As of
		June 30, 2024				December 31, 2023
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	4,650			$	5,210
Accounts receivables – current, net			3,108				3,997
Contract assets, net			537				1,651
Retention receivables – current, net			247				118
Other receivables			127				132
Other receivables – related parties			1				1
Advance and prepayments			745				189
Total current assets			9,415				11,298
NON-CURRENT ASSETS
Accounts receivables – non-current, net			926				-
Retention receivables – non-current, net			220				220
Right-of-use assets, operating lease, net			149				207
Plant and equipment, net			58				66
TOTAL ASSETS		$	10,768			$	11,791
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short-term bank loans - current		$	1,717			$	1,149
Operating lease liability - current			112				113
Finance lease liability - current			11				10
Account payables			652				1,157
Other payables			255				332
Contract liabilities			1,214				997
Other payables – related parties			957				1,347
Total current liabilities			4,918				5,105
NON-CURRENT LIABILITIES
Operating lease liability – non-current			35				89
Finance lease liability – non-current			30				35
Long-term bank loans – non-current			500				553
TOTAL LIABILITIES			5,483				5,782
COMMITMENTS AND CONTINGENCIES			-				-
SHAREHOLDERS’ EQUITY
Ordinary share, no par value; 15,093,847 shares issued and outstanding as of June 30, 2024 and December 31, 2023			8,350,002				8,350,002
Additional paid-in-capital			503				503
Accumulated deficit			(3,594	)			(2,870	)
Accumulated other comprehensive income			26				26
Total shareholders’ equity			5,285				6,009
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	10,768			$	11,791

 

 

WANG & LEE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(In thousands of U.S. dollars except share and per share data)

 

		2024				2023
		(Unaudited)				(Unaudited)
Contract revenues		$	1,884			$	1,437
Contract costs			1,938				1,184
Gross (loss) profit			(54	)			253
Selling expenses			-				-
General and administrative expenses			(690	)			(1,894	)
Total operating expenses			(690	)			(1,894	)
Operating loss			(744	)			(1,641	)
Other income (expenses)
Other income			83				42
Interest expense			(63	)			(25	)
Total other income			20				17
Loss before taxes			(724	)			(1,624	)
Provision for income taxes			-				-
NET LOSS		$	(724	)		$	(1,624	)
Other comprehensive loss
Foreign currency translation adjustment			(0	)			(3	)
Total comprehensive loss		$	(724	)		$	(1,627	)
Loss per share – Basic and diluted		$	(0.05	)		$	(0.11	)
Basic and diluted weighted average shares outstanding			15,093,847				15,096,331

 

 

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