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6-K 1 form6-k.htm

 

 

 

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 2023.

 

Commission File Number 001-41681

 

WANG & LEE GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of registrant’s name into English)

 

5-6/F Wing Tai Factory Building,

3 Tai Yip Street,

Kwun Tong,

Kowloon, Hong Kong

(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.

 

 

 

 

 

Other Information

 

Form 20-F ☒ Form 40-F Attached hereto as Exhibit 99.1 is a press release dated December 28, 2023, announcing the Company’s interim financial results for the six months ended June 30, 2023; attached hereto as Exhibit 99.2 are the unaudited condensed consolidated financial statements of the Company as of June 30, 2023 and for the six months ended June 30, 2023, and 2022.

 

Exhibits

 

99.1   Press Release, dated December 28, 2023
99.2   Unaudited Condensed Consolidated Financial Statements as of June 30, 2023 and for the six months ended June 30, 2023 and 2022

 

 

 

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 28, 2023 WANG & LEE GROUP, INC.
     
  By: /s/ Pui Lung Ho
  Name: Pui Lung Ho
  Title: Chief Executive Officer

 

 

EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

WANG & LEE GROUP, INC. Announces 2023 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, 2023.

 

2023 Interim Results Overview

 

Revenue

 

Our sales were $1.44 million for the six months ended June 30, 2023, which increased by $0.19 million, or 15.2% from $1.25 million for the same period of 2022. During the six months ended June 30, 2023, we through WANG & LEE CONTRACTING LIMITED earned construction income of $1.44 million, compared to income of $1.25 million in 2022.

 

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   2023     2022  
    (Unaudited)     (Unaudited)  
Revenue by recognition over time   $ 1,437     $ 1,250  
    $ 1,437     $ 1,250  

 

   

For the six months ended

June 30,

 
Revenue by major product line   2023     2022  
    (Unaudited)     (Unaudited)  
Low voltage electrical system   $ 707     $ 818  
MVAC systems     328       -  
Out-fitting     381       279  
Water supply and sewage disposal system installation     14       95  
Fire safety system     7       58  
    $ 1,437     $ 1,250  

 

 

 

Cost of revenues

 

For the six months ended June 30, 2023, cost of revenues increased by $0.31 million, or 35.6%, to $1.18 million from $0.87 million for the six months ended June 30, 2022. The increase was in line with the revenue growth.

 

Gross profit

 

Our gross profit was $0.25 million for the six months ended June 30, 2023, compared to gross profit of $0.38 million for the same period of 2022.

 

General and administrative expenses

 

General and administrative expenses amounted to approximately $1.89 million for the six months ended June 30, 2023, $1.27 million or 204.8% higher than $0.62 million for the same period of 2022. This increase was mainly due to increase of listing fee and salary payment.

 

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

 

Finance cost

 

Finance cost amounted to $24,597 for the six months ended June 30, 2023, $10,662 or 76.5% higher than $13,935 for the same period of 2022.

 

Other Income

 

Other income amounted to $41,877 for the six months ended June 30, 2023, $27,939 or 200% higher than $13,938 for the same period of 2022.

 

Net loss

 

As a result of the various factors described above, net loss for the six months ended June 30, 2023 was $1.62 million, as compared to $0.24 million for the same period of 2022.

 

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, 2023. 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.

 

 

EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

WANG & LEE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023, AND DECEMBER 31, 2022

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

 

    As of  
   

June 30, 2023

   

December 31, 2022

 
    (Unaudited)        
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 7,416     $ 610  
Accounts receivables, net     307       1,068  
Contract Assets, net     1,370       1,037  
Retention receivables – current, net     39       2  
Other receivables     84       -  
Other receivables – related parties     1       1  
Advance and prepayments     127       160  
Total current assets     9,344       2,878  
                 
Retention receivables – non-current, net     183       220  
Plant and equipment, net     73       2  
                 
Total assets   $ 9,600     $ 3,100  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES                
Short-term bank loans   $ 579     $ 455  
Account payables     599       937  
Other payables     75       48  
Contract liabilities     866       867  
Other payables – related parties     2,180       1,853  
Total current liabilities     4,299       4,160  
                 
LONG-TERM LIABILITIES                
Bank loans, non-current     642       653  
Total liabilities     4,941       4,813  
                 
COMMITMENTS AND CONTINGENCIES     -       -  
                 
SHAREHOLDERS’ EQUITY                
Ordinary share, no par value; 15,096,331 and 12,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022 respectively     8,000,002       2  
Additional paid-in-capital     503       503  
Accumulated deficit     (3,846 )     (2,221 )
Accumulated other comprehensive income     2       5  
                 
Total shareholders’ equity (deficit)     4,659       (1,713 )
Total liabilities and shareholders’ equity   $ 9,600     $ 3,100  

 

 

 

WANG & LEE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

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

 

    2023     2022  
    (Unaudited)     (Unaudited)  
Contract revenues   $ 1,437     $ 1,250  
Contract costs     1,184       872  
Gross profit     253       378  
                 
Selling expenses     -       -  
General and administrative expenses     (1,894 )     (620 )
Total operating expenses     (1,894 )     (620 )
                 
Operating loss     (1,641 )     (242 )
                 
Other income (expenses)                
Other income     42       14  
Interest expense     (25 )     (14 )
Total other income     17       -  
                 
Loss before taxes     (1,624 )     (242 )
                 
Provision for income taxes     -       -  
                 
NET LOSS   $ (1,624 )   $ (242 )
                 
Other comprehensive (loss) income                
Foreign currency translation adjustment     (3 )     4  
Total comprehensive loss   $ (1,627 )   $ (238 )
                 
Loss per share – Basic and diluted   $ (0.11 )   $ (0.02 )
Basic and diluted weighted average shares outstanding     15,096,331       12,000,000