Company Quick10K Filing
Longbau
Price-0.00 EPS0
Shares30 P/E-0
MCap-0 P/FCF0
Net Debt-0 EBIT0
TEV-0 TEV/EBIT-1
TTM 2019-09-30, in MM, except price, ratios
10-Q 2019-09-30 Filed 2019-11-20
10-Q 2019-06-30 Filed 2019-08-21
10-Q 2019-03-31 Filed 2019-05-20
10-K 2018-12-31 Filed 2019-04-16
10-Q 2018-09-30 Filed 2018-11-20
10-Q 2018-06-30 Filed 2018-08-20
10-Q 2018-03-31 Filed 2018-07-09
10-K 2017-12-31 Filed 2018-07-09
10-Q 2017-09-30 Filed 2018-07-09
10-K 2017-06-30 Filed 2018-07-09
10-Q 2017-03-31 Filed 2017-05-22
10-K 2016-12-31 Filed 2017-04-17
10-Q 2016-09-30 Filed 2016-10-21
10-Q 2016-06-30 Filed 2016-08-15
10-Q 2016-03-31 Filed 2016-05-16
10-K 2015-12-31 Filed 2016-04-14
10-Q 2015-09-30 Filed 2015-11-16
10-Q 2015-06-30 Filed 2015-08-14
10-Q 2015-03-31 Filed 2015-05-15
10-K 2014-12-31 Filed 2015-03-31
10-Q 2014-09-30 Filed 2014-11-14
10-Q 2014-06-30 Filed 2014-09-08
8-K 2020-05-19 Other Events
8-K 2020-04-14 Other Events
8-K 2020-02-20 Accountant, Exhibits
8-K 2018-12-21 Amend Bylaw, Shareholder Vote, Exhibits

LNGB 10Q Quarterly Report

Part I. Financial Information
Item 1. Financial Statements
Note 1 - Organization and Operations
Note 2 - Summary of Significant Accounting Policies
Note 3 - Going Concern Considerations
Note 4 - Trust Investments
Note 5 - Related Party Transactions
Note 6 - Commitments and Contingencies
Note 7 - Segment Reporting
Note 8 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Item 4. Internal Controls Over Financial Reporting.
Part II. Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits
EX-31.1 tm1919545d1_ex31-1.htm
EX-31.2 tm1919545d1_ex31-2.htm
EX-32.1 tm1919545d1_ex32-1.htm
EX-32.2 tm1919545d1_ex32-2.htm

Longbau Earnings 2019-09-30

Balance SheetIncome StatementCash Flow
151185202014201620182020
Assets, Equity
3.32.61.91.30.6-0.12014201620182020
Rev, G Profit, Net Income
0.20.1-0.0-0.2-0.3-0.42014201620182020
Ops, Inv, Fin

10-Q 1 tm1919545d1_10q.htm FORM 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2019

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________ to __________

 

COMMISSION FILE NUMBER: 333-194583

 

KAOPU GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   46-5011565
(State or other jurisdiction of incorporation or   (IRS Employer Identification No.)
organization)    

 

No.100-11, Sec. 1, Zhongqing Rd.,

North Dist., Taichung City 404,

Taiwan (R.O.C.)

(Address of principal executive offices)

 

+852 58059452

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
     

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x  No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer     ¨ Non-Accelerated Filer     x
Accelerated Filer     ¨ Smaller Reporting Company    x
  Emerging Growth Company     x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No  x

 

As of November 14, 2019, there are a total of 30,500,000 shares of common stock issued and outstanding. 

  

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under Part 1 Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

 

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

OTHER PERTINENT INFORMATION

 

References in this report to “we,” “us,” “our” and the “Company” and words of like import refer to Kaopu Group, Inc. and its subsidiaries.

 

Our business is conducted in Hong Kong using the Hong Kong Dollar (HKD), the currency of Hong Kong, in Taiwan using NT$, the currency of Taiwan, and our financial statements are presented in United States dollars (“USD” or “$”).   In this report, we refer to assets, obligations, commitments and liabilities in our financial statements in USD.   These dollar references are based on the exchange rate of NT$ to USD, determined as of a specific date.   Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of USD which may result in an increase or decrease in the amount of our obligations (expressed in USD) and the value of our assets, including accounts receivable (expressed in USD).

 

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Contents Page
   
Consolidated Balance Sheets (Unaudited) F – 1
   
Consolidated Statements of Income and Comprehensive Income (Unaudited) F – 2
   
Consolidated Statements of Stockholder’s Equity (Unaudited) F – 3
   
Consolidated Statements of Cash Flows (Unaudited) F – 4
   
Notes to the Consolidated Financial Statements (Unaudited) F – 5

 

 4 

 

 

Kaopu Group, Inc.

Consolidated Balance Sheets

As of September 30, 2019 and December 31, 2018

 

   

September 30,
2019

(Unaudited)

    December 31,
2018
 
ASSETS                
Current assets:                
Cash and cash equivalents   $ 232,742     $ 508,988  
Accounts receivable, net of allowance for doubtful accounts     243,920       939,736  
Income tax receivable     -       2,507  
Inventory     325,870       368,334  
Prepaid expenses and other current assets     105,362       68,521  
Total current assets     907,894       1,888,086  
                 
Property and equipment, net of accumulated depreciation     78,513       90,758  
Deposit on purchase of land     2,005,918       2,049,797  
Trust investments, restricted     6,503,600       6,556,072  
Deferred commission cost     893,016       942,138  
Deferred tax assets - noncurrent     173,615       177,413  
Other assets     96,992       93,871  
                 
Total assets   $ 10,659,548     $ 11,798,135  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                
Accounts payable and accrued expenses   $ 672,486     $ 1,578,865  
Accounts payable and accrued expenses - related parties     254,582       266,495  
Income tax payable     41,658       67,695  
Deferred revenues - current     95,680       97,773  
Other payable - land purchase     835,200       853,470  
Other payable - related party     21,923       10,663  
Other payables     42,268       50,099  
Total current liabilities     1,963,797       2,925,060  
Deferred preneed contract revenues     8,172,033       8,385,402  
Total liabilities     10,135,830       11,310,462  
                 
Commitment and contingencies                
                 
Stockholders' Equity:                
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 30,500,000 shares issued and outstanding     305       305  
Additional paid-in capital     1,326,107       1,326,107  
Legal capital reserve     97,608       97,608  
Accumulated deficit     (897,771 )     (943,235 )
Accumulated other comprehensive income (loss)     (2,531     6,888  
Total stockholders' equity     523,718       487,673  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 10,659,548     $ 11,798,135  

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 F – 1 

 

 

Kaopu Group, Inc.

Consolidated Statements of Income and Comprehensive Income

For the three and nine months ended September 30, 2019 and 2018

(Unaudited)

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2019   2018   2019   2018 
Revenues  $1,990,226   $1,945,781   $4,882,008   $5,663,288 
                     
Operating expenses:                    
Cost of revenues   1,579,773    1,317,927    3,637,978    3,932,666 
General and administrative   321,851    337,617    1,105,654    1,112,549 
Depreciation and amortization   7,792    31,940    26,198    74,236 
Total operating expense   1,909,416    1,687,484    4,769,830    5,119,451 
                     
Income from operations   80,810    258,297    112,178    543,837 
                     
Other income:                    
Realized and unrealized investment gain (losses), net   23,946    1,479    64,217    (19,246)
Other (expense) income   (39,294)   (90,697)   19,320    32,773 
Total other (expense) income   (15,348)   (89,218)   83,537    13,527 
                     
Income before provision for income taxes   65,462    169,079    195,715    557,364 
Income tax expense    11,491    20,540    31,113    37,970 
                     
Net income  $53,971   $148,539   $164,602   $519,394 
                     
Other comprehensive income (loss):                    
Foreign currency translation loss   (10,332)   (20,906)   (10,159)   (8,107)
Total other comprehensive loss   (10,332)   (20,906)   (10,159)   (8,107)
                     
Comprehensive income  $43,639   $127,633   $154,453   $511,287 
                     
Net income per common share:                    
Basic and diluted  $0.00   $0.01   $0.01   $0.02 
                     
Weighted average number of common shares outstanding:                    
Basic and diluted   30,500,000    30,500,000    30,500,000    30,500,000 

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 F – 2 

 

 

Kaopu Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the nine months ended of September 30, 2019 and 2018

(Unaudited)

 

                Additional                 Other     Total  
    Common Stock     Paid- in     Legal     Accumulated     Comprehensive     Stockholders'  
    Shares     Amount     Capital     Reserve     Deficit     Income (Loss)     Equity  
Balance, December 31, 2018     30,500,000     $ 305     $ 1,326,107     $ 97,608     $ (943,235 )   $ 6,888     $ 487,673  
                                                         
Cash dividend                                     (119,138 )             (119,138 )
Foreign currency translation gain                                             (9,419     (9,419
Net income                                     164,602               164,602  
                                                         
Balance, September 30, 2019     30,500,000     $ 305     $ 1,326,107     $ 97,608     $ (897,771 )   $ (2,531   $ 523,718  

 

                Additional                 Other     Total  
    Common Stock     Paid- in     Legal     Accumulated     Comprehensive     Stockholders'  
    Shares     Amount     Capital     Reserve     Deficit     Income (Loss)     Equity  
Balance, December 31, 2017     30,500,000     $ 305     $ 1,326,107     $ 87,342     $ (1,006,595 )   $ (6,441   $ 400,718  
                                                         
Foreign currency translation gain                                             (42,054     (42,054
Net income                                     519,394               519,394  
                                                         
Balance, September 30, 2018     30,500,000     $ 305     $ 1,326,107     $ 87,342     $ (487,201 )   $ (48,495   $ 878,058  

 

The accompanying notes are an integral part of these interim unaudited consolidated financial statements.

 

 F – 3 

 

 

Kaopu Group, Inc.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2019 and 2018

(Unaudited)

 

    2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net income   $ 164,602     $ 519,394  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:                
Depreciation and amortization     26,198       74,236  
Investment (income) loss     (52,961 )     18,950  
Deferred income tax     3,798       (11,480 )
Changes in operating assets and liabilities:                
Accounts receivable     695,816       68,071  
Income tax     (23,530 )     27,956  
Inventory     42,464       (22,152 )
Prepaid expenses, other current assets and other assets     (39,962     (20,745 )
Trust investments, restricted     105,433       (394,919 )
Deferred commission cost     49,122       4,073  
Other assets             39,940  
Accounts payable and accrued expenses     (914,210 )     (703,213 )
Accounts payable and accrued expenses - related parties     (11,913 )     26,688  
Deferred revenues     (2,093 )     28,894  
Other payable     -       45,505  
Deferred preneed contract revenues     (213,368 )     436,266  
Net cash provided by (used in) operating activities     (170,604 )     137,464  
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property and equipment     (18,025 )     (171,604 )
Net cash used in investing activities     (18,025 )     (171,604 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Advances from related parties     11,260       -  
Dividends     (119,138 )     -  
Payment on liability for land purchase     (18,270 )     -  
Net cash used in financing activities     (126,148 )     -  
Effect of exchange rate changes on cash and cash equivalents     38,531       (42,056
                 
Net change in cash and cash equivalents     (276,246 )     (76,196 )
Cash and cash equivalents, beginning of period     508,988       564,561  
Cash and cash equivalents, end of period   $ 232,742     $ 488,365  
                 
Cash paid for:                
Interest   $ 59,418     $ 64,370  
Income tax   $ 68,020     $ 37,012  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F – 4 

 

 

Kaopu Group, Inc.

Notes to Financial Statements

(Unaudited)

 

Note 1 – Organization and Operations

 

Longbau Group, Inc. was incorporated in the State of Delaware on December 23, 2013. On December 21, 2018, Longbau Group, Inc. amended its Certificate of Incorporation to change the name to Kaopu Group, Inc. (the Company).

 

Business operations include sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services and consulting for other providers of deferred preneed funeral and cemetery services, preneed cemetery and funeral activities, sales of burial vaults, urns and other funeral related and consumer products and cemetery property.

 

Operating subsidiaries include Long Bao Life Technology Co., Ltd. (Long Bao Life) and Ho-Cheng Insurance Brokers Co., Ltd. (Ho-Cheng Insurance).

 

Long Bao Life provides “pre-need” and “at need” funeral services and sells funeral related products, such as urns, in Taiwan. A pre-need death care contract enables a customer to make his/her own funeral arrangements in advance and prepay for the funeral, which reduces the burden of the family at the time of bereavement as well as avoids the influence of rising costs. In addition, the Company provides consulting services to customers prior to the purchase.

 

Ho-Cheng Insurance, an insurance intermediary company, focuses on sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services. Ho-Cheng Insurance has been cooperating with many insurance companies operating in Taiwan to distribute a wide variety of insurance products to customers.

 

Note 2 – Summary of Significant Accounting Policies

 

Interim financial statements

 

The accompanying Consolidated Balance Sheet as of December 31, 2018, which was derived from audited financial statements, and the unaudited interim financial statements included herein, presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure are adequate to make the information presented not misleading. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements contained in the Company's 2018 Annual Report on Form 10-K, and it is suggested that these consolidated financial statements be read in conjunction therewith.

 

Basis of Presentation

 

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional currency is the Taiwanese Dollar (“Taiwanese $” or “NT$”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances were eliminated in consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for sales return and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 F – 5 

 

 

Reclassification

 

To conform to the current-year presentation, certain amounts have been reclassified in the presentation of the prior-year financial statements. These reclassifications had no impact on the previously reported Consolidated Balance Sheet, Consolidated Statement of Operations or Consolidated Statement of Cash Flows.

 

Foreign Currency Translation

 

The accounts of the Company are maintained in the Taiwanese $. The accounts of the Company are translated into US $ with the Taiwanese $ as the functional currency. All assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity transactions are translated at the historical rates, and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive gain (loss).

 

The following table details the exchange rates used for the respective periods:

 

   September 30,
2019
   September 30,
2018
   December 31,
2018
 
Period End: Taiwanese NTD to US $   0.0320    0.0330    0.0327 
Average for the period: Taiwanese NTD to US $   0.0325    0.0330      

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

 

Accounts Receivable

 

Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified.

 

The Company provides merchandise return policy where customers who return the merchandises or cancel the contracts can receive full refund or partial refund of the amount paid within 180 days from date of purchase and contracts. Allowance for sales return is established based on management’s estimates of expected returns and historical experiences. As of September 30, 2019 and December 31, 2018, there were no allowance for uncollectible accounts receivable.

 

Inventory

 

Inventory consists of funeral related products such as burial urns and other consumer products and is valued at the lower of cost as determined on a first-in first-out basis or net realizable value. Burial urns are processed for the Company by third party contractors to add paint and other decorative finishes. Unprocessed urns are carried as raw materials, processed urns are carried as finished goods. The cost of processing is added to the carrying value of finished goods. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to the net realizable value if required.

 

 F – 6 

 

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, trust investment, accounts payable, accrued expenses, accounts payable and accrued expenses – related parties, the carrying amounts approximate their fair values due to their short maturities.

 

ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement.

 

Trust Investments

 

Pursuant to Taiwanese law, 75% of the proceeds from preneed sales of merchandise and services are put into trust until such time that the Company meets the requirements for releasing trust amount, which is generally when the service and merchandise are delivered, when the preneed contract is canceled and when the balance of the trust fund exceeds 75% of the proceeds from sales of preneed contracts. The legal beneficiary of the trust is the Company and the trust is managed by the Company. The investments of such trust funds are classified as trading securities and are reported at fair market value; therefore, the unrealized gains and losses are included in the statement of operations. Targets that the trust fund can invest in are regulated by the authorities. On an annual basis, the Company is obligated to fund any shortfall if the amounts deposited by the customer exceed the funds in trust, including all investment income.

 

Property and Equipment, net

 

Property and equipment are originally recorded at cost and stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

 

Description  Years
Office equipment  3 - 5 years
Lease improvements  3 - 5 years

 

Patent

 

The Company capitalizes the acquisition cost of its patent and amortizes the capitalized patent costs over 14 years.

 

Long-Lived Assets

 

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced to recognize the cost of disposal. Based on its review, the Company believes that as of September 30, 2019 and December 31, 2018, there was no significant impairment of its long-lived assets.

 

Deferred Commission Costs

 

The Company defers certain direct costs related to the acquisition of new preneed contracts. Such costs are expensed as the revenues are recognized. As of September 30, 2019 and December 31, 2018, the Company had $893,016 and $942,138 of deferred commission costs, respectively.

 

 F – 7 

 

 

Deferred Preneed Contract Revenues and Deferred Revenues

 

The Company sells preneed contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. As these contracts are entered into prior to the delivery of the related merchandise and services, the amount collected in advance is recorded in deferred preneed contract revenues. If a preneed contract is terminated upon a customer’s request, a refund equal to total amount collected by the Company minus 20% of the contract price will be made when the termination is not made within 14 days from the contract initiation date. Full refund will be made when the termination is made within 14 days. We do not record accounts receivable in accordance with the contractual payment date given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services.

 

The Company also offers its merchandise and provides funeral hosting services on a stand-alone at need basis. The amount collected from customer before the merchandises and services are delivered is recorded in deferred revenues on the balance sheet.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no uncertain tax positions as of September 30, 2019 and December 31, 2018.

 

Revenue Recognition

 

Long Bao Life sells its merchandise and services on both a preneed and at need basis.

 

Revenue is recognized when control of the performance obligation is transferred to the customer. Our performance obligations include funeral and cemetery merchandise and services. Control transfers when merchandise is delivered, or services are performed.

 

We sell price-guaranteed preneed contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed contracts is deferred until merchandise is delivered or the services are performed, generally at the time of need. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenue and record the cost of sales upon the earlier of vendor storage of these items or delivery in the cemetery. There is no general right of return for delivered items.

 

The total consideration received for contracts with customers is allocated to each performance obligation based on relative selling price. Relative selling prices are determined by either the amount we sell the performance obligation for on a stand-alone basis or our best estimate of the amount we would sell it for based on an adjusted market assessment approach that is consistent with our historical pricing practices.

 

Payment on at need contracts is generally due at the time the merchandise is delivered or the services are performed. For preneed contracts, payment generally occurs prior to our fulfillment of the performance obligations. Pursuant to the Taiwanese law, all or a portion of the proceeds from merchandise or services sold on a preneed basis may be required to be deposited into trust funds. When we receive payments from the customer, we deposit the amount required by law into the merchandise and service trusts and reclassify the corresponding amount from Deferred revenue, net into Deferred receipts held in trust. Amounts are withdrawn from the merchandise and service trusts when we fulfill the performance obligations. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. In addition, we are entitled to retain a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in revenue.

 

Costs related to delivery or performance of merchandise and services are charged to expense when merchandise is delivered, or services are performed. Incremental direct selling costs are deferred and recognized when the associated performance obligation is fulfilled based on specific identification in the fulfillment of a contract. All other selling costs are expensed as incurred.

 

 F – 8 

 

 

Ho-Cheng Insurance’s revenue is from insurance agency and brokerage services. The Company sells insurance products to customers and obtains commissions from the respective insurance carriers according to the terms of each insurance company service agreement.

 

The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services were provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered complete, and revenue is recognized, when an insurance policy becomes effective. The Company recognizes revenue from insurance carriers on a gross basis. The commission paid by the Company to its agents are recorded as cost of revenues.

 

Basic and Diluted Earnings Per Share

 

Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during the periods presented.

 

Foreign Currency Transactions and Comprehensive Income

 

US GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company is the Taiwanese $. Accumulated translation income (loss) of ($2,531) and $6,888 at September 30, 2019 and December 31, 2018, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the consolidated balance sheets.

 

Segment Reporting

 

The Company uses the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance.

 

Statement of Cash Flows

 

Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

Accounting Standards Recently Adopted

 

In February 2016, FASB issued ASU No. 2016-02 Leases (Topic 842), which created new accounting and reporting guidelines for leasing arrangements. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize on its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842) -Targeted Improvements, providing an optional transition method that allows entities to initially apply the new leases standard at the adoption date. The Company adopted this Standard effective January 1, 2019; there was no material impact on its financial statements.

 

In June 2018, FASB issued ASU 2018-07 to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this Standard effective January 1, 2019; there was no material impact on its financial statements.

 

Recent Accounting Standards

 

In August 2018, FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the standard for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the provisions of the ASU but does not expect it to have a material effect on its consolidated financial statements.

 

 F – 9 

 

 

In November 2018, FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is in the process of evaluating the impact the standard will have on its financial statements.

 

Subsequent Events

 

The Company’s management reviewed all material events through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

 

Note 3 – Going Concern Considerations

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations, has a substantial working capital deficiency and substantial accumulated deficits and comprehensive loss that raise substantial doubt about its ability to continue as a going concern. Management's plans to address these issues are to achieve and maintain profitability which depends on the growth of our market share, the acceptance of our services by our customers, the competitiveness of our death care management consultant services, and our ability to control our costs and expenses. Additionally, our controlling shareholders will continue to contribute capital if required as they did in 2018 and 2017. Our plans also include raising substantial capital from share purchase agreement from outside entities.

 

Note 4 – Trust Investments

 

The cost and market values associated with preneed contract trust investments at September 30, 2019 are detailed below:

 

              Fair Market 
   Fair Value  Cost at       Value at 
   Hierarchy
Level
  September 30,
2019
   Unrealized
Gain
   September 30.
2019
 
Cash and money market account  Level 1  $710,792   $-   $710,792 
Mutual funds:                  
Debt securities  Level 1   5,764,393    28,415    5,792,808 
                   
Total     $6,475,185   $28,415   $6,503,600 

 

Where quoted prices are available in an active market, investments held by the trust are classified as Level 1 investments pursuant to the three-level valuation hierarchy. The Company’s Level 1 investments include cash and money market accounts and mutual funds. There are no Level 2 and Level 3 investments in the Company’s trust portfolio as of September 30, 2019 and December 31, 2018.

 

Note 5 – Related Party Transactions

 

Sales

 

During the nine months ended September 30, 2019 and 2018, the Company’s Chief Executive Officer, affiliated and family members purchased certain products from the Company for $9,586 and $14,754, respectively.

 

Other payable

 

As of September 30, 2019 and December 31, 2018, the Company had a liability of $21,923 and $10,663, respectively, to its Chief Executive Officer for short-term borrowings. The liability is non-interest bearing and are payable on demand.

 

Lease

 

During the nine months ended September 30, 2019 and 2018, the Company leased offices from the Company’s Chief Executive Officer. Total lease expense to the related parties during the nine months ended September 30, 2019 and 2018 were $60,918 and $59,625, respectively.

 

 F – 10 

 

 

Commission cost

 

During the nine months ended September 30, 2019 and 2018, the Company incurred $884 and $5,432 of commission costs to a company controlled by a family member of the Company’s Chief Executive Officer.

 

Note 6 – Commitments and Contingencies

 

Pursuant to the preneed contracts with the customers, the Company agreed to pay interest starting from the date that the full contract price is collected by the Company. The interest is calculated based on 80% of the contract price at a rate of 5% per annum for contracts entered in or prior to February 2009 and based on 100% of the contract price at a rate of 2.37% per annum for contracts entered after February 2009 but before February 2011. Starting from March 2011, interest is calculated based on 100% of the contract price at the one-year certified deposit rate of postal service announced by the Chunghwa Post Co., Ltd. in Taiwan (Currently 1.04% per annum). The interest is paid annually and included in cost of revenues in the statement of operations. Interest expense related to the preneed contracts were $24,205 and $47,180 for the nine months ended September 30, 2019 and 2018, respectively.

 

Note 7 – Segment Reporting

 

The Company uses the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has three reportable segments: Long Bao Life that mainly sells funeral services products; Ho-Cheng Insurance that is an insurance broker; and Longbau Taiwan and Long Group, Inc. that provides consulting services. The following tables summarize the Company’s segment information for the nine months ended September 30, 2019 and 2018 and as of September 30, 2019 and December 31, 2018:

 

   For the nine months ended
September 30,
 
   2019   2018 
Revenues        
Funeral services  $652,874   $1,006,048 
Insurance   4,229,134    4,657,240 
           
Total revenues  $4,882,008   $5,663,288 
           
Income (loss) from operations          
Funeral services  $(33,199)  $65,071 
Insurance   145,377    510,199 
Consulting   -    (31,433)
           
Total income from operations  $112,178   $543,837 
           
Net income          
Funeral services  $54,454   $90,279 
Insurance   110,148    459,944 
Consulting   -    (30,829)
           
Total net income  $164,602   $519,394 

 

   As of   As of 
   September 30,
2019
   December 31,
2018
 
Total assets          
Funeral services  $9,967,082   $10,215,481 
Insurance   564,925    1,482,862 
Consulting   127,541    99,792 
           
Total assets  $10,659,548   $11,798,135 

 

Note 8 – Subsequent Events

 

The Company has evaluated transactions and events form the balance sheet date through the date these financial statements are available for release and has determined there are no events and or transactions require disclosure as subsequent events.

 

 F – 11 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

The following discussion should be read in conjunction with our consolidated audited financial statements and related notes for our fiscal year ended December 31, 2018 found in our Annual Report on Form 10-K and in conjunction with the consolidated unaudited financial statements and related notes found in this report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Where possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “intends,” or similar expressions. Our actual results could differ materially from those anticipated by the forward-looking statements due to important factors and risks including, but not limited to, those set forth in our Annual Report on Form 10-K.

 

We cannot assure you that the forward-looking statements in this report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.

 

Corporate History

 

Kaopu Group, Inc. was incorporated on December 23, 2013 under the laws of the state of Delaware and under the name Longbau Group, Inc.

 

Our wholly owned subsidiary, Longbau Group Limited (“Longbau Hong Kong”) was founded on February 14, 2014 in Hong Kong, of China. In September 2014, we established another subsidiary in Taiwan, Longbau Taiwan, to provide death care consulting services and sell death care products across Taiwan. Longbau Taiwan is 100% owned by Longbau Hong Kong.

 

On December 21, 2018 the Company amended its Certificate of Incorporation to change the Company’s name from “Longbau Group, Inc.” to “Kaopu Group, Inc.”

 

The Company is authorized to issue 100,0000,000 shares of common stock, with par value of $0.00001 per share. On February 24, 2014, the Company issued 30,000,000 shares of its common stock to several non-U.S. investors in consideration for their cash investment of $150,000 in the Company. The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

 

On December 29, 2016, the Company issued 500,000 shares of its common stock to several non-U.S. investors in consideration for the 100% of the ownership of Long Bau Life and Ho-Cheng Insurance. The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

 

Current Business

 

We provide consulting services related to pre-need death care through consultancy contracts with small death care service providers in Taiwan. Also, the Company actively sells pre-need death care contracts and insurance products through its own sales force in Taiwan. We consult on the purchase of cemetery property and funeral and cemetery merchandise and services at the time of need and on a preneed basis. In addition, the Company specializes in the consultancy for deferred preneed funeral and cemetery receipts held in trust, preneed cemetery activities, preneed funeral activities, preneed funeral and cemetery, burial vaults, cemetery property, and cemetery property revenue.

 

Long Bao Life provides “pre-need” and “at need” funeral services and sells funeral related products, such as urns, in Taiwan. A pre-need death care contract enables a customer to make his/her own funeral arrangements in advance and prepay for the funeral, which reduces the burden of the family at the time of bereavement as well as avoids the influence of rising costs. In addition, the company provides consulting services to customer prior to the purchase. Long Bao Life utilizes various systems, including multi-level marketing ("MLM") system, to sell the preneed contracts and other products. Under the MLM system, the salespeople are compensated not only for sales they generate, but also for the sales of the other salespeople that they recruit. This recruited sales force is referred to as the participant's "downline", and can provide multiple levels of compensation. MLM is one type of direct selling. The salespeople are expected to sell products directly to consumers by means of relationship referrals and word of mouth marketing. MLM salespeople not only sell the Long Bao Life products but also encourage others to join Long Bao Life as a distributor. Long Bao Life also sells its preneed contracts and other products through agents where it pays a fixed amount of commission.

 

Ho-Cheng Insurance, a Taiwan based insurance intermediary company focuses on sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services. The company has been cooperating with many insurance companies operating in Taiwan to distribute a wide variety of insurance products to customers.

 5 

 

 

Results of Operations

 

For the three months ended September 30, 2019 and 2018

 

Revenues.  For the three months ended September 30, 2019, we generated revenues of $1,990,226 as compared to $1,945,781 for three months ended September 30, 2018, an increase of $44,445, or 2%. The increase is principally due us generating more revenues from our insurance business.

 

Cost of revenues. For the three months ended September 30, 2019, our cost of revenues was $1,579,773 as compared to $1,317,927 for the three months ended September 30, 2018, an increase of $261,846, or 20%. The increase is principally due to more commissions paid as a result of more revenues from our insurance business. As a percentage of revenues, our cost of revenue for the three months ended September 30, 2019 and 2018 were 79% and 68%, respectively.

 

General and administrative expenses. For the three months ended September 30, 2019, we had general and administrative expenses of $321,851 as compared to $337,617 for the three months ended September 30, 2018, a increase of $36,190, or 13%. As a percentage of revenues, our general and administrative expenses for the three months ended September 30, 2019 and 2018 were 16% and 15%, respectively.

 

Other income (expense).  For the three months ended September 30, 2019, we had net other expense of $15,348 as compared to net other expense of $89,218 for the three months ended September 30, 2018, a decrease of expense by $73,870, or 83%.

 

Net income.  For the three months ended September 30, 2019, we had net income of $53,971 as compared to a net income of $200,495 for the three months ended September 30, 2018, a decrease in net income of $146,524, or 73%. The decrease is principally due to higher commission costs in our insurance business.

 

For the nine months ended September 30, 2019 and 2018

 

Revenues.  For the nine months ended September 30, 2019, we generated revenues of $4,882,008 as compared to $5,663,288 for nine months ended September 30, 2018, a decrease of $781,280, or 14%. The decrease is principally due us generating less revenues from our funeral business.

 

Cost of revenues. For the nine months ended September 30, 2019, our cost of revenues was $3,637,978 as compared to $3,932,666 for the nine months ended September 30, 2018, a decrease of $294,688, or 7%. The decrease is principally due to less costs incurred from our funeral business. As a percentage of revenues, our cost of revenue for the nine months ended September 30, 2019 and 2018 were 75% and 69%, respectively.

 

General and administrative expenses. For the nine months ended September 30, 2019, we had general and administrative expenses of $1,105,654 as compared to $1,112,549 for the nine months ended September 30, 2018, a decrease of $6,895, or 1%. As a percentage of revenues, our general and administrative expenses for the nine months ended September 30, 2019 and 2018 were 23% and 20%, respectively.

 

Other income (expense).  For the nine months ended September 30, 2019, we had net other income of $83,537 as compared to net other income of $13,527 for the nine months ended September 30, 2018, an increase of $70,010, or 518%.

 

Net income.  For the nine months ended September 30, 2019, we had net income of $164,602 as compared to a net income of $519,394 for the nine months ended September 30, 2018, a decrease in net income of $354,792, or 68%. The decrease is principally due us generating less revenues from our insurance business.

 

Liquidity and Capital Resources Operations

 

As of September 30, 2019, we had cash on hand of $232,742.

 

Operating activities. For the nine months ended September 30, 2019, we used $170,604 in our operating activities as compared to cash provided by operating activities of $137,464 for the nine months ended September 30, 2018. The decrease is principally due to changes in deferred preneed contract revenues.

 

Investing activities. For the nine months ended September 30, 2019, we used $18,025 in investing activities to purchase more property and equipment.as compared to cash used in investing activities of $171,604 for the nine months ended September 30, 2018 to purchase more property and equipment.

 

Financing activities. For the nine months ended September 30, 2018, we did not have any cash inflow or outflow from the financing activities. For the nine months ended September 30, 2019, we received advances form related parties in the amount of $11,260 and we paid $18,270 for the land purchase liability. We also paid $119,138 cash dividends during the nine months ended September 30, 2019.

 

 6 

 

 

Although the Company believes its revenues from operations will eliminate the need to raise additional funding to expand its business operations over the next 12 months, there is no guarantee additional funding will not be required. If financing is needed and we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.

 

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our major shareholders or directors and, if we are able to obtain equity financing, it will likely result in significant additional dilution to the interests of our current stockholders and may include liquidation or other preferences that adversely affect your right as a stockholder. The Company may obtain financing by issuing debt which may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. There can be no assurance that we will be able to obtain such additional financing is needed and if we cannot receive such financing we may be forced to suspend or cease operations.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Trust Investments

 

Pursuant to Taiwanese law, 75% of the proceeds from preneed sales of merchandise and services are put into trust until such time that the Company meets the requirements for releasing trust amount, which is generally when the service and merchandise are delivered, when the preneed contract is canceled and when the balance of the trust fund exceeds 75% of the proceeds from sales of preneed contracts. The legal beneficiary of the trust is the Company and the trust is managed by the Company. The investments of such trust funds are classified as trading securities and are reported at fair market value; therefore, the unrealized gains and losses are included in the statement of operations. Targets that the trust fund can invest in are regulated by the authorities. On an annual basis, the Company is obligated to fund any shortfall if the amounts deposited by the customer exceed the funds in trust, including all investment income.

 

Deferred Commission Costs

 

The Company defers certain direct costs related to the acquisition of new preneed contracts. Such costs are expensed as the revenues are recognized.

 

Deferred Preneed Contract Revenues and Deferred Revenues

 

The Company sells preneed contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. As these contracts are entered into prior to the delivery of the related merchandise and services, the amount collected in advance is recorded in deferred preneed contract revenues. If a preneed contract is terminated upon a customer’s request, a refund equal to total amount collected by the Company minus 20% of the contract price will be made when the termination is not made within 14 days from the contract initiation date. Full refund will be made when the termination is made within 14 days. We do not record accounts receivable in accordance with the contractual payment date given the nature of our merchandise and services, the nature of our contracts with customers, and the timing of the delivery of our services.

 

The Company also offers its merchandise and provides funeral hosting services on a stand-alone at need basis. The amount collected from customer before the merchandises and services are delivered is recorded in deferred revenues on the balance sheet.

 

 7 

 

 

Revenue Recognition

 

Long Bao Life sells its merchandise and services on both a preneed and at need basis.

 

Revenue is recognized when control of the performance obligation is transferred to the customer. Our performance obligations include funeral and cemetery merchandise and services. Control transfers when merchandise is delivered, or services are performed.

 

We sell price-guaranteed preneed contracts through various programs providing for future merchandise and services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed contracts is deferred until merchandise is delivered or the services are performed, generally at the time of need. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenue and record the cost of sales upon the earlier of vendor storage of these items or delivery in the cemetery. There is no general right of return for delivered items.

 

The total consideration received for contracts with customers is allocated to each performance obligation based on relative selling price. Relative selling prices are determined by either the amount we sell the performance obligation for on a stand-alone basis or our best estimate of the amount we would sell it for based on an adjusted market assessment approach that is consistent with our historical pricing practices.

 

Payment on at need contracts is generally due at the time the merchandise is delivered or the services are performed. For preneed contracts, payment generally occurs prior to our fulfillment of the performance obligations. Pursuant to the Taiwanese law, all or a portion of the proceeds from merchandise or services sold on a preneed basis may be required to be deposited into trust funds. When we receive payments from the customer, we deposit the amount required by law into the merchandise and service trusts and reclassify the corresponding amount from Deferred revenue, net into Deferred receipts held in trust. Amounts are withdrawn from the merchandise and service trusts when we fulfill the performance obligations. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. In addition, we are entitled to retain a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in revenue.

 

Costs related to delivery or performance of merchandise and services are charged to expense when merchandise is delivered, or services are performed. Incremental direct selling costs are deferred and recognized when the associated performance obligation is fulfilled based on specific identification in the fulfillment of a contract. All other selling costs are expensed as incurred.

 

Ho-Cheng Insurance’s revenue is from insurance agency and brokerage services. The Company sells insurance products to customers and obtains commissions from the respective insurance carriers according to the terms of each insurance company service agreement.

 

The Company recognizes revenue when the following have occurred: persuasive evidence of an agreement between the insurance company and insured exists, services were provided, the fee for such services is fixed or determinable and collectability of the fee is reasonably assured. Insurance agency services are considered complete, and revenue is recognized, when an insurance policy becomes effective. The Company recognizes revenue from insurance carriers on a gross basis. The commission paid by the Company to its agents are recorded as cost of revenues.

 

Accounting Standards Recently Adopted

 

In February 2016, FASB issued ASU No. 2016-02 Leases (Topic 842), which created new accounting and reporting guidelines for leasing arrangements. The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize on its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. In July 2018, FASB issued ASU No. 2018-11, Leases (Topic 842) -Targeted Improvements, providing an optional transition method that allows entities to initially apply the new leases standard at the adoption date. The Company adopted this Standard effective January 1, 2019.

 

In June 2018, FASB issued ASU 2018-07 to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this Standard effective January 1, 2019; there was no material impact on its financial statements.

 

Recent Accounting Standards

 

In August 2018, FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the standard for disclosures modified or removed with a delay of adoption of the additional disclosures until their effective date. The Company is in the process of evaluating the provisions of the ASU but does not expect it to have a material effect on its consolidated financial statements.

 

 8 

 

 

In November 2018, FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606, which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is in the process of evaluating the impact the standard will have on its financial statements.

 

Off-Balance Sheet Arrangements

 

None. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

Not Applicable.

 

ITEM 4. INTERNAL CONTROLS OVER FINANCIAL REPORTING.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Tsai Ko, our Chief Executive Officer and Yueh-Kuei Ko, the Company’s Chief Financial Officer, concluded that as of September 30, 2019, our disclosure controls and procedures were not effective due to the following material weaknesses in our control environment and financial reporting process consisting of the following as of September 30, 2019:

 

1.lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;

2.inadequate segregation of duties consistent with control objectives;

3.ineffective controls over period end financial disclosure and reporting processes; and

4.lack of accounting personnel with adequate experience and training.

 

Changes in Internal Control over Financial Reporting.

 

During the nine months ended September 30, 2019, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II.  OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS

 

(a)           Exhibits:

 

Exhibit    
Number   Description of Exhibit
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*   Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   XBRL Instance Document.
     
101.SCH   XBRL Taxonomy Extension Schema Document.
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.

 

*The certification attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 14, 2019 By: /s/ Tsai Ko
  Name: Tsai Ko
  Its: Chief Executive Officer
    (Principal Executive Officer) 
     
Date: November 14, 2019 By: /s/ Yueh-Kuei Ko 
  Name: Yueh-Kuei Ko
  Its: Chief Financial Officer
    (Principal Financial Officer)

 

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