Company Quick10K Filing
Quick10K
Longbau Group
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-K 2017-06-30 Annual: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
8-K 2018-12-21 Amend Bylaw, Shareholder Vote, Exhibits
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MMLP Martin Midstream Partners 403
ITOX Iiot-Oxys 0
CAW CCA Industries 0
XDSL Mphase Technologies 0
SHEPH Shepherd's Finance 0
LNGB 2018-12-31
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Note 1 - Organization and Operations
Note 2 - Summary of Significant Accounting Policies
Note 3 - Going Concern Considerations
Note 4 - Inventories
Note 5 - Property and Equipment, Net
Note 6 - Trust Investments
Note 7 - Other Assets
Note 8 - Related Party Transactions
Note 9 - Income Taxes
Note 10 - Commitments and Contingencies
Note 11 - Land Purchase Liability
Note 12 - Equity
Note 13 - Concentrations
Note 14 - Segment Reporting
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15 Exhibits and Financial Statement Schedules
Item 16. Exhibits and Financial Statement Schedules
EX-31.1 tv518819_ex31-1.htm
EX-31.2 tv518819_ex31-2.htm
EX-32.1 tv518819_ex32-1.htm
EX-32.2 tv518819_ex32-2.htm

Longbau Group Earnings 2018-12-31

LNGB 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 tv518819_10k.htm FORM 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

 

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

 

For the transition period from _________ to __________

 

Commission File Number 333-194583

 

KAOPU GROUP, INC.

(Name of Registrant in its Charter)

 

Delaware   46-5011565

(State of Other Jurisdiction of

incorporation or organization)

  (I.R.S.) Employer I.D. No.)

 

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)

 

LONGBAU GROUP, INC.

(Former name or former address, if changed since last report)

 

Securities Registered Pursuant to Section 12(b) of the Exchange Act: None

 

Securities Registered Pursuant to Section 12(g) of the Exchange Act: None

 

 

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act.     Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

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

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x

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 June 30, 2018, the last day of the registrant’s most recent fiscal second quarter, the aggregate market value of the common stock held by non-affiliates was $39,506,667 based upon the latest known sale price of the quarter on March 5, 2018 of $5.00 per share.

 

As of April 12, 2019, there were 30,500,000 shares of common stock issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
Part I
Item 1.  Business   4
Item 1A. Risk Factors   13
Item 1B.  Unresolved staff comments   19
Item 2.  Properties   19
Item 3.  Legal Proceedings   19
Item 4.  Mine Safety Disclosures   19
     
Part II
Item 5.  Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities   19
Item 6.  Selected Financial Data   20
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations   21
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk   25
Item 8.  Financial Statements and Supplementary Data   26
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   27
Item 9A.  Controls and Procedures   27
Item 9B.  Other Information   28
     
Part III
Item 10.  Directors, Executive Officers and Corporate Governance   29
Item 11.  Executive Compensation   32
Item 12.  Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   32
Item 13.  Certain Relationships and Related Transactions, and Director Independence   33
Item 14.  Principal Accountant Fees and Services   33
     
Part IV
Item 15.  Exhibits, Financial Statement Schedules   35
Signatures   37

 

2

 

 

PART I

 

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 “Business,” “Risk Factors,” and “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, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.

 

This report contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) the regulations to which we are subject, (c) anticipated trends in our industry and (d) our needs for working capital.

 

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.

 

3

 

 

ITEM 1. BUSINESS

 

General Description of Business

 

We offer pre-need death care contracts and pre-need and at need funeral services and selling funeral related products to customers. We operate our Taiwan death care business primarily through Long Bao Life Technology Co., Ltd. We also provide life, property and casualty insurance products and insurance brokerage services to our customers. In addition, we are actively pursuing business plans focusing on management consulting services and consulting contracts.

 

We operate our Taiwan insurance intermediary business primarily through Ho-Cheng Insurance Brokers Co., Ltd. We intend to utilize a combination of various marketing channels, including, without limitation, telephone sales, in and out of Hong Kong and Taiwan, third-party sales agents, ecommerce, and corporate strategic partnerships and alliances. Our goal is to establish an international brand on death care management consulting services, pre-need and at need funeral services and insurance products with high quality and name recognition.

 

Company actively sells pre-need death care contracts and insurance products through its subsidiaries in Taiwan. In 2018, the Company plans to expand its scope of customers to include medium-size and large enterprises. Currently, the Company is actively pursuing entering consultancy contracts with small death care service providers in Hong Kong and Taiwan.

 

We will be marketing death care management consulting services in one package to our customers. We believe that the innovation and timely introduction of our new service is essential to attract customers. As we are still at our early start-up stage, we are still developing our information systems.

 

Longbau Group Limited Hong Kong (“Longbau Hong Kong”)

 

As a holding company with no business other than holding equity interest of our operating subsidiary in Hong Kong, we will rely principally on dividends to be paid by Longbau Hong Kong.

 

Longbau Management Consulting Taiwan

 

In September 2014, we established another subsidiary in Taiwan, Longbau Management Consulting LLC (“Longbau Taiwan”), to provide death care consulting services and sell death care products across Taiwan. Longbau Taiwan is 100% owned by Longbau Hong Kong.

 

Long Bao Life Technology Co., Ltd

 

On December 29, 2016, Longbau Group, Inc. (“Longbau”), Long Bao Life Technology Co., Ltd (“Long Bao Life”), the Shareholders of Long Bao Life, and Tsai Ko entered into a Share Exchange Agreement (the “Long Bao Life Agreement”). Long Bao Life is a private company incorporated in Taiwan in 2007. At the December 29, 2016 closing of the Long Bao Life Agreement, 250,000 shares of Longbau common stock, par value $0.00001 per share were issued to Long Bao Life’s shareholders in exchange for 100% of Long Bao Life's issued and outstanding ownership interests (“Long Bao Life Exchange Shares”). Upon completion of the foregoing transaction, Long Bao Life became a wholly-owned subsidiary of Longbau.

 

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. Also, the company provides consulting services to customer prior to the purchase.

 

Ho-Cheng Insurance Brokers Co., Ltd.

 

On December 29, 2016, Longbau, Ho-Cheng Insurance Brokers Co., Ltd. (“Ho-Cheng Insurance”), the shareholders of Ho-Cheng Insurance and Tsai Ko entered into a Share Exchange Agreement (the “Ho-Cheng Insurance Agreement”). Ho-Cheng Insurance is a private company incorporated in Taiwan in 2001. At the December 29, 2016 closing of the Ho-Cheng Insurance Agreement, 250,000 shares of Longbau common stock, par value $0.00001 per share were issued to Ho-Cheng Insurance’s shareholders in exchange for 100% of Ho-Cheng Insurance’s issued and outstanding ownership interests (“Ho-Cheng Insurance Exchange Shares”). Upon completion of the foregoing transaction, Ho-Cheng Insurance became a wholly-owned subsidiary of Longbau.

 

4

 

 

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.

 

Company Structure

 

Longbau was incorporated on December 23, 2013 under the laws of the state of Delaware. Our executive office is located at No.100-11, Sec.1, Zhongqing Rd., North Dist., Taichung City 404, Taiwan (R.O.C.). Our telephone number is +852 58059452.

 

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 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 investment amount of $150,000 has been contributed into the Company’s wholly-owned subsidiary Longbau Hong Kong on February 24, 2014 as capital contributions. 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 details of the transactions are described above. The issuance was made pursuant to an exemption from registration contained in Regulation S under the Securities Act of 1933, as amended.

 

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.”

  

5

 

 

The following flow chart illustrates our Company’s organizational structure:

 

 

Industry and Market Overview

 

Death Care

 

China is the only country in the world with more than 200 million elderly people and consequently is the biggest old age market. The government estimates that the rate of population aging in cities and towns of China would reach 60% in 2020, which indicates the demands for funeral industry services is likely to increase.

 

We estimate that current China death care market size is around $10.3 billion and the average spending per death is around $1,100. The better the economy, the more spending in death care. China death care sector mainly included three subsectors: 1) manufacturing and marketing of funeral merchandise, 2) funeral services, 3) marketing and management of cemeteries.

 

Funeral merchandise is a fully opened market and is subject to fierce competition. Crematorium is mainly run by government held entity. Approximately 50% of cemeteries are for-profit businesses and 50% are non-profit businesses.

 

6

 

 

The leading death care companies in Hong Kong include Sino-Life Group Limited, Anxian Yuan China Holdings Limited, and SAGE International group limited.

 

Insurance

 

Taiwan insurance market is large, highly developed by most standards and still growing quite rapidly.

 

In recent 10 years, the number of Taiwan insurance intermediaries has increased by 2% annually, which indicates that the demand for insurance intermediaries is increasing. An insurance intermediary mainly provides customers with consulting services and went on to replace insurance companies’ salespersons who could only sell insurance products of their own company. Instead, insurance intermediaries can distribute to customers a wide variety of insurance products underwritten by different insurance companies, which could better meet customers’ needs. Insurance intermediaries have market share of 20% in Taiwan life insurance brokerage market and 19% in Taiwan property and casualty insurance brokerage market.

 

Competitive Strengths

 

We believe that we are well-positioned to capitalize on the death care and insurance industry as a result of the following competitive strengths:

 

High-quality services

 

To ensure the high quality of our death care management consulting services and pre-need and at need funeral services, we have trained our staff to provide professional and personalized services. Utilizing our experience and expertise we will strive to help families and friends of the deceased get through the hardest time of their lives.

 

We are planning to approach candidates who have experience in death care industry to join our team. Once these people are formally recruited, we are going to have systematic training over our associates. We are aiming to have our associates well-trained and capable of offering professional and personalized services to our customers. We will invest considerable capital and human resources in providing comprehensive associate training.

 

Also, we educate and train our insurance salespersons regularly to ensure they provide our customers with accurate product information and high-quality services.

 

Multiple marketing channels

 

We expect to derive revenues in multiple channels, including, without limitation, telephone sales, third-party sales agents, ecommerce, and corporate strategic partnerships and alliances.

 

We are currently also approaching candidates who are specialized in marketing of death care and insurance industry and we will invest related capital and human resources in building our marketing team.

 

We expect that with our commitment to high-quality services, combined with our multiple marketing channels, Longbau will gradually grow into a well-known brand in death care industry and insurance industry in the future and eventually tap its way to mainland China and other Asian countries.

 

Our Growth Strategy

 

In 2018, we expect to provide consulting services to some companies in the death care industry to improve their operation performance. Secondly, we plan to expand our customer base both in the death care industry and insurance industry. Lastly, we plan to sell new funeral related products. In the future, the Company expects to promote the death care services and insurance products in mainland China. Given mainland China is the biggest old age market, we intend to cooperate with large companies and provide consulting services to small companies in death care industry.

 

7

 

 

Products and Services

 

Management Consulting Services

 

Traditionally, funeral owners selling death care services overlook the quality of corporate management. Our executive officers have extensive professional management experience and can solve our clients’ corporate management issues and provide the customer better a better experience using our experience in financial management, sales management, administration, and quality management. The Company’s services will be sold to independent death care service providers through in person contact, telephone calls, and through the internet. There are no current plans to sell services through brick and mortar storefronts. The Company plans to enter into consultant contracts with these service providers for negotiated fees.

 

Pre-need and At Need Funeral Services

 

The Company, mainly through Long Bao Life, provides pre-need and at need funeral services. 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.

 

Funeral Related Products

 

Our subsidiary, Long Bao Life, sells funeral related products, such as urns, in Taiwan.

 

Life, Property and Casualty Insurance Products

 

Our subsidiary, Ho-Cheng Insurance, has been cooperating with many insurance companies operating in Taiwan to distribute a wide variety of insurance products to customers. Ho-Cheng Insurance sells our customers two broad categories of insurance products: life insurance products and property and casualty insurance products, both focused on meeting the particular insurance needs of individuals. The insurance products that Ho-Cheng Insurance sells are underwritten by some of the leading insurance companies in Taiwan.

 

Life Insurance Products

 

The life insurance products the Company distributes can be broadly classified into the categories set forth below. Due to constant product innovation by insurance companies, some of the insurance products the Company distributes combine features of one or more of the categories listed below.

 

  · Individual Whole Life Insurance. The individual whole life insurance products the Company distributes provide insurance for the insured person’s entire life in exchange for the periodic payment of fixed premiums over a pre-determined period, generally ranging from six to 20 years, or until the insured reaches a certain age. The face amount of the policy or, for some policies, the face amount plus accumulated interest is paid upon the death of the insured.

 

  · Individual Term Life Insurance. The individual term life insurance products the Company distributes provide insurance for the insured for a specified time period or until the attainment of a certain age, in return for the periodic payment of fixed premiums over a pre-determined period, generally ranging from six to 20 years. Term life insurance policies generally expire without value if the insured survives the coverage period.

 

  · Individual Health Insurance. The individual health insurance products the Company distributes pay the insured amount of reasonable hospitalization cost, or certain death benefit in case of the death of the insured, due to sickness, accident or childbirth. Individual health insurance policies expire when the premium is not paid or a certain age is attained.

 

  · Accidental Injury Insurance. Accidental Injury Insurance is the kind of life insurance that insurance benefit is given when the insured is dead or disabled because of accidental injury, which is unforeseen by the injured or against his will. Accidental Injury Insurance policies expire when the premium is not paid or a certain age is attained.

 

8

 

 

  · Investment-oriented Insurance. Investment-oriented insurance products are the market linked insurance plan which also provide life coverage. The premium amount (after deduction of certain charges) is invested into different funds. The performance of the fund will depend on the market. A growing upward trend in market will increase the fund value. Every investment-oriented insurance policy has market risk exposure depending on the fund invested and such investment risk is solely borne by the policyholder. Depending on the death benefit, investment-oriented insurance policies are categorized into two broad categories: (1) the death benefit is equal to the higher of insured amount or fund value; (2) the death benefit is equal to the insured amount plus fund value.

 

  · Foreign Currency Policy Commodity. It is a life insurance policy in which a policy benefit shall all be paid in foreign currencies. The foreign currency policy provides insurance for the insured person’s life in exchange for the periodic payment of fixed premiums over a pre-determined period, generally ranging from six to 20 years, or until the insured reaches a certain age. The face amount of the policy or, for some policies, the face amount plus accumulated interest, is paid upon the death of the insured.

 

  · Travel Accident Insurance. It is a kind of casualty insurance. The travel accident insurance provides monetary compensation in case the insured dies or loses a limb in an accident while he or she is traveling. The premium is based on the days of traveling and the insured amount.

 

Property and Casualty Insurance Products

 

The Company’s main property and casualty insurance products are automobile insurance, casualty insurance and liability insurance.

 

The property and casualty insurance products the Company distributes can be further classified into the following categories:

 

  · Automobile Insurance. The Company distributes both standard automobile insurance policies and supplemental policies, which we refer to as riders. The standard automobile insurance policies the Company sells generally have a term of one year and cover damages caused to the insured vehicle by collision and other traffic accidents, falling or flying objects, fire, explosion and natural disasters. The Company also sells standard third party liability insurance policies, which cover bodily injury and property damage caused by an accident involving an insured vehicle to a person not in the insured vehicle. The policy could also cover additional losses, such as liability to passengers, losses arising from vehicle theft and robbery, broken glass and vehicle body scratches.

 

  · Casualty Insurance. Casualty insurance is made to insure any loss or damage to property. This is designed to cover loss that is caused by direct accident. The policy period is usually one year. The premium is based on the insured amount.

 

  · Liability Insurance. When the insured is legally obligated to indemnify a third party and subject to a claim in connection therewith, the liability insurer is liable to provide such indemnification on behalf of the insured. The policy period is usually one year. The premium is based on the insured amount.

 

  · Commercial Property Insurance. The commercial property insurance products the Company distributes include basic, comprehensive and all risk policies. Basic commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and thunder and lightning. Comprehensive commercial property insurance policies generally cover damage to the insured property caused by fire, explosion and certain natural disasters. All risk commercial property insurance policies cover all causes of damage to the insured property not specifically excluded from the policies.

 

Employees

 

We currently have 50 employees to whom we are paying salaries. Depending on the business needs, we intend to recruit additional full-time employees in the future.

 

Stock Option Plan

 

As of December 31, 2018, we do not have any stock option plans.

 

9

 

 

Subsidiaries

 

Longbau Hong Kong is a wholly owned subsidiary of Longbau Group, Inc. and Longbau Taiwan is a wholly owned subsidiary of Longbau Hong Kong. Long Bao Life and Ho-Cheng Insurance are wholly owned subsidiaries of Longbau Taiwan.

 

Legal Proceedings

 

We are not currently a party to any material legal proceedings.

 

Regulation

 

Funeral Industry

 

The Company needs to comply with Regulations on Funeral and Interment Control of the People's Republic of China and Public Health and Municipal Service Ordinance of Hong Kong.

 

Any management consulting relating to construction of funeral homes, funeral service stations, cinerary halls and cemeteries shall be subject to examination and approval of related departments of the governments. Handling of mortal remains and conducting of funeral activities shall observe the provisions of the regulations.

 

Any management consulting relating to cemeteries, funeral halls and funeral services shall apply to the applicable regulations of Mainland China and Hong Kong. Those funeral and interment service personnel shall obey the provisions as well. Additional or more regulations of funeral industry of Mainland China and Hong Kong may be considered from time to time.

 

We shall also comply with Funeral and Interment Laws of Taiwan, which mainly consist of the regulations of funeral services, management measures and penalty provisions of funeral home and regulations relating to equipment and land limitations of funeral home and crematoria.

 

Insurance Industry

 

Insurance activities undertaken within Taiwan are primarily governed by the Insurance Act and the related rules and regulations and supervised by Financial Supervisory Committee in Taiwan, the FSC.

 

The Insurance Act defines several subjects of insurance industry, such as insurer, insurance agency, insurance brokerage and insurance adjustor. It established requirements for form of organization, and qualifications and procedures to establish an insurance organization as well as separation of property insurance businesses and life insurance businesses. The insurers, insurance agencies, insurance brokerages and insurance adjustors must join the related industry associations, or they are prohibited from conducting business operation.

 

The FSC is the competent authority responsible for supervising, regulating, and facilitating the development of financial market and financial services in Taiwan, including the insurance sector.

 

Regulations Governing Insurance Agents (the “Agent Rule”)

 

An insurance agent stipulated under the Insurance Law refers to a person who is on behalf of the insurer to conduct agency business pursuant to the agency contract or the power of attorney and charges fees from the insurer. Depending on their focused insurance areas, i.e. property insurance and life insurance, insurance agents can be divided into property insurance agents and life insurance agents. No matter what insurance industry an insurance agent is engaged in, it must have one of the following qualifications: (1) having passed the insurance agency examination for professional and technical staff; (2) having passed the insurance agency qualification test; or (3) having obtained the agency practitioner certificate and practiced the same business. Those who have agent qualifications required by the Agent Rule may conduct business after they obtain the practitioner certificates under the name of themselves or the company they work for. An agency company must hire more than one agent to act as signatory (ies), and registered with the administrative authority, the number of whom can be adjusted appropriately in accordance with the scale of business. If necessary, the administrative authority may, in its discretion, require the company to add more signatories. An insurance agent may only work for one insurance agency company as signatory at one time.

 

10

 

 

There are special requirements for agency companies, such as the name of an agent company must contain the words “insurance agency”, and when an agency company applies to operate agency business, the minimum registered capital must be at least $157,953 (Taiwan $5 million) fully paid up in cash, according to which, insurance agency companies with business license obtained prior to the implementation of this latest Agent Rule shall adjust their registered capital within five years upon the its implementation.

 

The Practitioner Certificate

 

The practitioner certificate has a duration of five years, and must be renewed before expiration. In case an agent has the qualifications for both of property and life insurance, unless otherwise approved by the administrative authority, only one kind of insurance agency practitioner certificate may be obtained upon his selection.

 

Education and Training

 

There are two types of education and training for an insurance agent, pre-vocational and on-the-job education and training. An insurance agent must attend in pre-vocational education and training for at least 32 hours during the one year before applying for practicing insurance agency business and on-the-job education and training for at least 16 hours with law courses for no less than 8 hours per year, commencing after one year from the issuance of this latest Agent Rule.

 

Management of Insurance Agencies

 

The rules describing how to conduct insurance agency business concentrate on the concept that the agencies must take care of customers' matters in good faith. To ensure this concept is properly carried out, the rules require insurance agency companies must have legal compliance officers with one of the following qualifications: (1) are qualified to be insurance agents or brokers and have worked as actual signatories; (2) have five years working experience in the insurance industry, insurance agency or insurance brokerage; or (3) having graduated from departments related to insurance or law departments of colleges and universities with more than three years working experience in insurance industry, insurance agency or insurance brokerage.

 

Regulations Governing Insurance Brokers (the “Broker Rule”)

 

An insurance broker stipulated under the Insurance Act refers to a person who negotiates to conclude an insurance contract on behalf of the insured and charges fees from the insured. Depending on their focused insurance areas, i.e. property or life insurance, insurance brokers can be divided into property insurance brokers and life insurance brokers. No matter what insurance industry an insurance broker is engaged in, it must have one of the following qualifications: (1) has passed the Examination for Professionals and Technical Personnel in the category of insurance broker; (2) Is on record as having previously passed a broker qualification test held by the competent authority; or (3) Has previously obtained a broker practice license and practiced thereunder.

 

Those who have brokerage qualifications required by the Broker Rule may conduct business after they obtain the practitioner certificates under their own name or the company they work for. A brokerage company must hire more than one broker to act as signatory (ies), and registered with the administrative authority, the number of whom can be adjusted appropriately in accordance with the scale of business. If necessary, the administrative authority may, in its discretion, require the company to add signatories. An insurance broker may only work for one insurance brokerage company as signatory at one time.

 

There are special requirements for brokerage companies, such as the name of an brokerage company must contain the words “insurance broker”; when an brokerage company applies to operate brokerage business, the minimum registered capital must be at least $157,953 (Taiwan $5 million) fully paid up in cash, according to which, insurance brokerage companies with business license obtained prior to the implementation of this latest Broker Rule shall adjust their registered capital within five years upon the its implementation.

 

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The Practitioner Certificate

 

The insurance broker practitioner certificate has a validation duration of five years, and must be renewed before expiration. In case a broker has the qualifications for both property insurance and life insurance, he may obtain both insurance brokerage practitioner certificates.

 

Education and Training

 

There are two types of education and training for an insurance broker, pre-vocational and on-the-job education and training. An insurance broker must attend pre-vocational education and training for at least 32 hours during the one year before applying for practicing insurance broker business and on-the-job education and training for at least 16 hours with law courses for no less than 8 hours per year, commencing after one year from the issuance of this latest Broker Rule.

 

Management of Insurance Brokerages

 

The rules describing how to conduct brokerage business concentrate on the concept that the brokerages must take care of customers' matters in good faith. To ensure that this concept is properly carried out, the rules require insurance brokerage companies must have legal compliance officers who have one of the following qualifications: (1) Having the qualification of an insurance agent or broker and actually serving as a signatory; (2) Having at least five years of work experience in related business of insurance enterprise, insurance agent company or broker company; or (3) Having graduated from college with a degree in finance, insurance or related field, or a degree in law and having at least three years of work experience in related business of insurance enterprise, insurance agent company or broker company.

 

Rules on the Administration of Insurance Salespersons (the “Salesperson Rule”)

 

The current principal regulation governing individual insurance salespersons is the Rules on the Administration of Insurance Salespersons latest amended on September 14, 2010 by Insurance Bureau of FSC (the “Salesperson Rule”). An insurance salesperson falling under the Insurance Law refers to a person who is engaged in attracting insurance business for insurance companies, insurance brokerage companies and insurance agency companies. A salesperson is not allowed to attract business for the company he belongs to unless he has completed the registration in accordance with the Salesperson Rules and has obtained the registration certificate. In order to obtain the registration certificate, an insurance salesperson must be at least 20 years old and has at least graduated from a senior high school or a senior vocational school or have an equivalent educational background. In addition, the salesperson must meet one of the following requirements: (1) passed the salesperson qualification examination held by relevant associations; or (2) have a valid the registration certificate. Once the salespersons passed the qualification examination, the relevant association will notify the company where the salesperson works, then the company will issue a registration certificate for the salesperson and file such registration certificate with the relevant authorities. The registration certificate is valid for five years and must be renewed before expiration. The salesperson must present the registration certificate before they start attracting insurance business. Unless approved by the company, the salesperson may not work for any other insurance company, insurance brokerage company or insurance agency company. The company supervises the work of the salesperson and is joint and severally liable for any damage caused by its salesperson.

 

Education and Training

 

Salespersons must attend in education and training held by their companies every year, or the companies shall revoke the registration certificates of those who fail to attend such education and training.

 

The Salesperson Rule also stipulates the proper ways and manners to be followed by the salespersons in conducting their businesses and specifies the penalties in case of their violation of the Salesperson Rule.

 

Taiwan Regulations on Foreign Exchange

 

Foreign exchange regulation in Taiwan is primarily governed by the Ordinance of Foreign Exchange Administration, latest amended on April 29, 2009 (the “Foreign Exchange Ordinance”). Under the Foreign Exchange Ordinance, foreign exchange refers to foreign currency, bills and marketable securities. The authority managing the administration of foreign exchange is Ministry of Finance of Republic of China, while the authority managing the practical operation of foreign exchange business is Central Bank of Republic of China. The Foreign Exchange Ordinance also specifies the allocated power of Ministry of Finance and Central Bank, respectively. To the extent that any foreign exchange receipts, payments or transactions reach the threshold of $16,653 (Taiwan $500,000) or equivalent in foreign currency, it must be reported to the Central Bank or its designated authorities. Upon incurrence of any of the following events, the State Council of Republic of China may determine and announce that for a period of time, to close the foreign exchange market, suspend or restrict all or partial foreign exchange payment, order a mandatory sale or deposit of all or partial foreign exchange into a designed bank, or dispose in any other manner as it deems necessary:

 

  · the disorder in domestic or international economy to the detriment of the stability of Taiwan’s economy; or
  · Taiwan suffers serious trade deficit.

 

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ITEM 1A. RISK FACTORS

 

Before purchasing any of the shares of our common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment.

 

We believe that the following risk factors are the most significant for our business:

 

We have incurred losses and may continue to incur losses.

 

We had a small consolidated net income of $73,626 and consolidated loss of $64,801 for the years ended December 31, 2018 and 2017, respectively, and we may continue to incur losses in the future. We expect our costs and expenses to increase as we expand our operations. Our ability to achieve and maintain profitability 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. We may not be able to achieve or sustain profitability on a quarterly or an annual basis. We currently have 50 employees, and our operation is expanding. We generated approximately $7.5 million revenues during the year ended December 31, 2018 and expect to generate more revenues in 2019 from insurance services.

 

Our business and prospects could be materially and adversely affected if we are not able to manage our growth successfully.

 

We are currently selling services in Hong Kong through Longbau Hong Kong, our operating company in Hong Kong, to small death care companies across Hong Kong, and we intend to expand business operations by distributing and exporting our consultancy services in 2018 through a variety of marketing channels. In September 2014, we established another subsidiary in Taiwan, Longbau Taiwan, to provide death care consulting service and sell death care products across Taiwan. We anticipate continued growth in the future through internal expansion as well as external strategic partnerships or alliances. Our expansion will place substantial demands on our managerial, operational, technological and other resources. To manage and support our continued growth, we must continue to improve our operational, administrative, financial and technological systems, procedures and controls, and expand, train and manage our growing employee base. We cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations. Any failure to effectively and efficiently manage our expansion could materially and adversely affect our ability to capitalize on new business opportunities, which in turn could have a material adverse effect on our results of operations.

 

The funeral home and cemetery industry continues to be increasingly competitive.

 

In Asia, the funeral home and cemetery industry is characterized by a large number of locally-owned, independent operations. To compete successfully, our funeral service locations and cemeteries must maintain good reputations and high professional standards, as well as offer attractive services at competitive prices. In addition, we must market the Company in such a manner as to distinguish us from our competitors. If we are unable to successfully compete, our financial condition, results of operations, and cash flows could be materially adversely affected.

 

Unfavorable publicity could affect our reputation and business.

 

Since our operations relate to life events involving emotional stress for our client families, our business is dependent on consumer trust and confidence. Unfavorable publicity about our business generally or in relation to any specific location could affect our reputation and consumers’ trust and confidence in our services, thereby having an adverse impact upon our sales and financial results as well as the price of our common stock.

 

If the number of deaths in our markets declines, our cash flows and revenues may decrease.

 

If the number of deaths declines, the number of funeral services and interments performed by us could decrease and our financial condition, results of operations, and cash flows could be materially adversely affected.

 

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If we are not able to respond effectively to changing consumer preferences, our market share, revenues and profitability could decrease.

 

Future market share, revenues and profits will depend in part on our ability to anticipate, identify and respond to changing consumer preferences. We may not correctly anticipate or identify trends in consumer preferences, or we may identify them later than our competitors do. In addition, any strategies we may implement to address these trends may prove incorrect or ineffective.

 

If we cannot explore various marketing channels for our products and services profitably, our planned future growth will be impeded, which would adversely affect sales.

 

Our growth is dependent on increases in sales through our successful exploration of a variety of marketing channels. Our ability to timely expand our market share through a combination of marketing channels, including our consultancy services depends in part on the following factors: the availability of such channels; the ability to negotiate acceptable terms with third party service providers; the ability to identify customer demand in different geographic areas; the hiring, training and retention of competent sales personnel; the effective management of inventory to meet the needs of increased orders on a timely basis; general economic conditions; and the availability of sufficient funds for expansion. Many of these factors are beyond our control.

 

Delays or failures in utilizing these marketing channels, or achieving lower than expected sales through such marketing channels, could materially adversely affect our growth and profitability.

 

Our future success depends on the continuing efforts of our senior management team and other key personnel, and our business may be harmed if we lose their services.

 

Our future success depends heavily upon (i) the continuing services of our current senior management team and (ii) the recruitment of other key personnel, in particular the Chief Executive Officer. If we fail to recruit the key personnel, or one or more of our senior management team, are unable or unwilling to continue in their present positions, we may not be able to replace them easily, or at all. As such, our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel in the future. As is customary in Hong Kong and Taiwan, we do not have insurance coverage for the loss of our senior management team or other key personnel.

 

In addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, we may lose customers, sensitive trade information and key professionals and staff members.

 

If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

 

We are subject to reporting obligations under U.S. securities laws. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules adopted by the Securities and Exchange Commission, every public company is required to include a management report on the company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting.

 

There is no assurance that we will be able to maintain effective internal controls over financial reporting in the future. If we fail to do so, we may not be able to produce reliable financial reports and prevent fraud. Moreover, if we were not able to conclude that we have effective internal controls over financial reporting, investors may lose confidence in the reliability of our financial statements, which would negatively impact the trading price of our shares. Our reporting obligations as a public company, including our efforts to comply with Section 404 of the Sarbanes-Oxley Act, will continue to place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

 

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Our network and communications systems are dependent on third-party providers and are vulnerable to system interruption and damage, which could limit our ability to operate our business and could have a material adverse effect on our business, financial condition or results of operations.

 

We intend to expand sales of our services through a variety of marketing channels, among which include telephone sales, in and eventually out of Hong Kong and Taiwan, third-party sales agents, ecommerce, and corporate strategic partnerships and alliances. Our systems and operations and those of our third-party Internet and telecommunication service providers, are vulnerable to damage or interruption from fire, flood, earthquakes, power loss, server failure, telecommunications and Internet service failure, acts of war or terrorism, computer viruses and denial-of-service attacks, physical or electronic breaches, sabotage, human error and similar events. Any of these events could lead to system interruptions, processing and order fulfillment delays, and loss of critical data for us, our suppliers, or our Internet service providers, and could prevent us from processing customer purchases. Any significant interruption in the availability or functionality of our website or our customer processing, distribution, or communications systems, for any reason, could seriously harm our business, financial condition, and operating results. The occurrence of any of these factors could have a material adverse effect on our business, financial condition or results of operations.

 

If we fail to attract and retain productive sales professionals or agents, our business could suffer.

 

Our entire sales of life, property and casualty insurance products are conducted through our individual sales professionals or agents, who are not our employees. Some of these sales professionals or sales agents are significantly more productive than others in generating sales. If we are unable to attract and retain the core group of highly productive sales professionals or sales agents, our business could be materially and adversely affected. Competition for sales personnel from insurance companies and other insurance intermediaries may also force us to increase the compensation of our sales professionals or sales agents, which would increase operating costs and reduce our profitability.

 

Competition in insurance industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected.

 

The insurance intermediary industry in Taiwan and China is highly competitive, and we expect competition to persist and intensify. In insurance product distribution, we face competition from insurance companies that use their in-house sales force and exclusive sales agents to distribute their products, and from business entities that distribute insurance products on an ancillary basis, such as commercial banks, postal offices and automobile dealerships, as well as from other professional insurance intermediaries. Many of our competitors have greater financial and marketing resources than we do and may be able to offer products and services that we do not currently offer and may not offer in the future. If we are unable to compete effectively against those competitors, we may lose customers and our financial results may be negatively affected.

 

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Because the commission and fee revenue we earn on the sale of insurance products is based on premiums and commission and fee rates set by insurance companies, any decrease in these premiums or commission and fee rates may have an adverse effect on our results of operations.

 

We are engaged in the insurance agency and brokerage business and derive revenues primarily from commissions and fees paid by the insurance companies whose policies our customers purchase. The commission and fee rates are set by insurance companies and are based on the premiums that the insurance companies charge. Commission and fee rates and premiums can change based on the prevailing economic, regulatory, taxation-related and competitive factors that affect insurance companies. These factors, which are not within our control, include the ability of insurance companies to place new business, underwriting and non-underwriting profits of insurance companies, consumer demand for insurance products, the availability of comparable products from other insurance companies at a lower cost, the availability of alternative insurance products such as government benefits and self-insurance plans, as well as the tax deductibility of commissions and fees and the consumers themselves .

 

We may require additional funds to continue our business plan.

 

Our business plan and growth strategy call for ongoing expenses in connection with the distribution of our death care services. As of December 31, 2017, we had $564,561 cash on hand and we have accumulated a deficit of $1,006,595.

 

Although the Company believes it will not 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 if needed and if we cannot receive such financing we may be forced to suspend or cease operations.

 

General economic conditions, including a prolonged weakness in the economy, may affect consumer purchases, which could adversely affect our sales.

 

Due to the nature of our products and services, our sales results are dependent on a number of factors impacting consumer spending, including general economic and business conditions; consumer confidence; wages and employment levels; the housing market; consumer debt levels; availability of consumer credit; credit and interest rates; taxes; general political conditions, both domestic and abroad. Consumer product purchases, including purchases of our services, may decline during recessionary periods. A prolonged downturn or an uncertain outlook in the economy may materially adversely affect our business and our revenues and profits.

 

We do not expect to pay dividends in the foreseeable future.

 

We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

 

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We are an Emerging Growth Company as defined under the Jumpstart Our Business Startups Act.

 

An “emerging growth company” is an issuer whose initial public offering was or will be completed after December 8, 2011, and had total annual gross revenues of less than $1 billion during its most recently completed fiscal year. An issuer’s EGC status terminates on the earliest of:

 

  · The last day of the first fiscal year of the issuer during which it had total annual gross revenues of $1 billion or more;

 

  · The last day of the fiscal year of the issuer following the fifth anniversary of the date of the issuer’s initial public offering;

 

  · The date on which such issuer has issued more than $1 billion in non-convertible debt securities during the prior three-year period determined on a rolling basis; or

 

  · The date on which the issuer is deemed to be a “large accelerated filer” under the Exchange Act, which means, among other things, that it has a public float in excess of $700 million.

 

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

The Company has elected to use the extended transition period for complying with new or revised financial accounting standards available under Section 102(b)(2)(B) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required, as with smaller reporting companies, to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

 

In addition to qualifying as an emerging growth company, we also currently qualify as a Smaller Reporting Issuer under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  Rule 12b-2 defines a Smaller Reporting Company as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 

  · Had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

 

  · In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

 

  · In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

 

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As long as we remain a Smaller Reporting Company, we may take advantage of certain scaled or reduced disclosure requirements, some of which are the same as the reduced disclosure requirements applicable to an Emerging Growth Company.  In the event that we cease to be an Emerging Growth Company as a result of a lapse of the five year period, but continue to be a Smaller Reporting Company, we would continue to take advantage of the scaled disclosure requirements applicable to a Smaller Reporting Company.

 

Risks Related to Doing Business in Hong Kong and Taiwan

 

Our operations and financial results could be severely harmed by natural disasters.

 

Our executive office is located in Taiwan, which is susceptible to earthquakes. Taiwan is also exposed to typhoons and tsunamis. If a major earthquake, typhoon, tsunami or other natural disaster were to affect the operations of our suppliers and manufacturers, our sales and delivery of products to our customers could be interrupted or delayed. As a result, our normal business operations could be severely disrupted and our financial condition and results of operations could be adversely affected.

 

Our primary operation is located in Taiwan, and because the rights of shareholders under Taiwan law differ from those under U.S. law, you may have difficulty protecting your shareholder rights.

 

We conduct all of our business operations through our operating entity in Taiwan, whose corporate affairs are governed by its Articles of Incorporation and by the laws governing corporations incorporated in Taiwan. The rights of shareholders and the responsibilities of management and the members of the board of directors under Taiwan law are different from those applicable to a corporation incorporated in the United States. For example, directors and controlling shareholders of Taiwan companies do not owe fiduciary duties to minority shareholders.. Therefore, public shareholders of Taiwan companies may have more difficulty in protecting their interest in connection with actions taken by management or members of the board of directors than they would as public shareholders of a U.S. corporation.

 

U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its non-U.S. resident directors and senior officers.

 

All of our directors and senior officers are non-residents of the United States. Consequently, it may be difficult for investors to effect service of process on any of them in the United States and to enforce judgments obtained in United States courts against them based on the civil liability provisions of the United States securities laws. Since all our assets are located in Hong Kong and Taiwan it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.

 

Extensive regulation of our industry may limit our flexibility to respond to market conditions and competition, and our business may suffer.

 

We operate our insurance agency and brokerage business in Taiwan through our operating entity Ho-Cheng Insurance. As an insurance agency and brokerage service provider in Taiwan, Ho-Cheng Insurance is subject to extensive regulation. As revenue generated by Ho-Cheng Insurance constitutes a substantial part of our revenue, any changes in the regulatory environment applicable to Ho-Cheng Insurance may adversely affect our business, financial condition and results of operations.

 

Currently Ho-Cheng Insurance’s principal regulator is the Financial Supervisory Committee in Taiwan, or the FSC, which was formed on July 1, 2004 in accordance with the Financial Supervisory Organization Act, which was intended to grant regulatory authority over the Taiwan insurance industry to the FSC.

 

We operate our pre-need funeral services business in Taiwan through Long Bao Life. Pre-need funeral service providers are also strictly regulated in Taiwan.

 

See “Item 1.Business—Regulation” for a discussion of the regulatory environment applicable to Ho-Cheng Insurance and Long Bao Life.

 

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ITEM 1B UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

The Company’s headquarters is located in Chuanghua, Taiwan. The Company leased offices in cities throughout Taiwan, including offices leased from its officers and directors.

 

On December 30, 2014, the Company entered into a land purchase agreement with a third-party individual. Pursuant to the agreement, the Company agreed to purchase 1,296 square feet of land in Tauyuan, Taiwan for $1,972,063 (Taiwan $62,600,000). The title of the land has been transferred to the Company with the ownership certificate held in escrow until total proceeds are paid. The land is currently still a collateral to a bank for the seller's outstanding borrowing.

 

ITEM 3. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

(a)  Market Information

 

Our common stock has been quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “LNGB” since March 25, 2015.

 

The following table sets forth for the respective periods indicated the high and low closing prices for the common stock, as reported by the OTCBB.  Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

 

    Fiscal Year Ended
December 31, 2018
 
    Low   High 
First Quarter ended March 31, 2018   $3.00   $6.50 
Second Quarter ended June 30, 2018   $3.00   $6.50 
Third Quarter ended September 30, 2018   $3.00   $6.50 
Fourth Quarter ended December 31, 2018   $3.00   $6.50 

 

    Fiscal Year Ended
December 31, 2017
 
    Low   High   
First Quarter ended March 31, 2017   $5.18   $5.18 
Second Quarter ended June 30, 2017   $4.50   $4.50 
Third Quarter ended September 30, 2017   $4.00   $4.00 
Fourth Quarter ended December 31, 2017   $4.00   $4.00 

 

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(b)  Shareholders

 

On April 12, 2019, there were approximately 330 holders of record of our common stock.

 

(c)  Dividends

 

The holders of our common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. To date, we have not declared nor paid any cash dividends. The board of directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations. 

 

(d)  Securities Authorized for Issuance Under Equity Compensation Plans

 

No securities are authorized for issuance by the Company under equity compensation plans.

 

(e)  Performance Graph

 

Not applicable.

 

(f)  Sale of Unregistered Securities

 

Not applicable.

 

5(b) Use of Proceeds

 

Not applicable.

 

5(c) Repurchase of Equity Securities

 

We did not repurchase any of our equity securities that were registered under Section 12 of the Securities Act during the year ended December 31, 2018.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read this Management’s Discussion and Analysis in conjunction with the consolidated financial statements and related notes. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

 

Overview

 

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.

 

Results of Operations

 

For the years ended December 31, 2018 and 2017

 

Revenues.  For the year ended December 31, 2018, we generated revenues of $7,511,300 as compared to $7,573,353 for the year ended December 31, 2017, a decrease of $62,053 or 1%. Revenues from our funeral services segment decreased by $234,324 or 16% from $1,453,758 in 2017 to $1,219,434 in 2018. The decrease is principally due to reduced revenues from funeral event services. Revenues from our insurance segment increased by $172,271 or 3% from $6,119,595 in 2017 to $6,291,866 in 2018. The increase is principally due to increased volumes in sales of insurance contracts.

  

Cost of revenues. For the year ended December 31, 2018, our cost of revenues was $5,541,953 as compared to $5,791,325 for the year ended December 31, 2017, a decrease of $249,372 or 4%. The decrease is principally due to the decrease in costs incurred on funeral event services.

 

General and administrative expenses.  For the year ended December 31, 2018, we had general and administrative expenses of $1,767,490 as compared to $1,692,026 for the year ended December 31, 2017, an increase of $75,464 or 4%. As a percentage of revenues, our general and administrative expenses for the years ended December 31, 2018 and 2017 were 24% and 22% respectively. The increase in both dollars and percentage is due to increased spending on regulatory compliance.

 

21

 

 

Other income (expense).  For the year ended December 31, 2018, we had other expense of $12,898 as compared to $38,433 for the year ended December 31, 2017, a decrease of $25,535 or 66%. The decrease is principally due to lower realized and unrealized losses on our trust investments in 2018 as compared to 2017.

 

Net Income.  For the year ended December 31, 2018, we had a net income of $73,626 as compared to a net loss of $64,801 for the year ended December 31, 2017, an increase in net income of $138,427. The change in net income is due to higher margin we generated from our funeral services.

 

Liquidity and Capital Resources

 

As of December 31, 2018, we had cash on hand of $536,199.

 

Operating activities. For the year ended December 31, 2018, we generated cash from operating activities of $193,804 as compared to $324,639 for the year ended December 31, 2017. The decrease is principally due to changes in operating assets and liabilities.

 

Investing activities. For the year ended December 31, 2018, we used cash in investing activities of $18,413 as compared to $33,290 for the year ended December 31, 2017. The decrease is principally due to less purchases of property and equipment in 2018.

 

Financing activities. For the year ended December 31, 2018, we received cash advances of $10,633 from the related parties as compared to cash of $92,841 cash contributions from the related parties. In 2017, we also paid a cash dividend of $69,501. Net cash used in financing activities decreased from $205,913 in 2017 to $98,910 in 2018 primarily due to smaller repayments on our land purchase liability.

 

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 or immediate plans to raise funding. 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.

 

Contractual Obligations

 

Our significant contractual obligations as of December 31, 2018, are as follows:

 

   Less than   One to Three   More than     
   One Year   Years   Three Years   Total 
                 
Other payable - land purchase  $853,470   $-   $-   $853,470 
Leases   249,100    173,337    -    422,437 
                     
Total  $1,102,570   $173,337   $-   $1,275,907 

 

22

 

 

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. As of December 31, 2018 and 2017, the Company had $942,138 and $955,866 of deferred commission costs, respectively.

 

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.

 

Revenue Recognition

 

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

 

23

 

 

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.

 

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.

 

Recent Accounting Pronouncements

 

In February 2016, FASB issued ASU No. 2016-02 Leases (Topic 842), which creates 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. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company’s initial evaluation of its current leases does not indicate that the adoption of this standard will have a material impact on its consolidated statements of operations. However, the Company does expect that the adoption of the standard will have an impact on its consolidated balance sheets for the recognition of certain operating leases as right-of-use assets and lease liabilities.

 

24

 

 

In June 2018, the 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 is currently evaluating the impact of the new standard on its financial statements and related disclosures, but does not expect this ASU to have a material impact on its financial statements.

 

In August 2018, the 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.

 

In November 2018, the 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.

 

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. 

 

We do not expect adoption of any other new accounting pronouncements will have a material effect on the Company’s financial statements.

 

Off-Balance Sheet Arrangements

 

None.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable.

 

25

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

Financial Statements: Page
   
Report of Independent Registered Public Accounting Firm F-1
   
Consolidated Balance Sheets F-2
   
Consolidated Statements of Operations and Comprehensive Loss F-3
   
Consolidated Statements of Stockholder’s Deficit F-4
   
Consolidated Statements of Cash Flows F-5
   
Notes to the Consolidated Financial Statements F-6

 

26

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

Kaopu Group, Inc.

Taichung, Taiwan

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Kaopu Group, Inc. (the "Company") as of December 31, 2018, the related consolidated statements of operations and comprehensives loss, changes in shareholders’ equity (deficit) and cash flows, for each of the two years in the period ended December 31, 2018, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018, and the consolidated results of its operations and its consolidated cash flows for each of the two years in the period ended December 31, 2018, in conformity with generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Emphasis of Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, 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. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/S/ Thayer O’Neal Company, LLC  
   
Thayer O’Neal Company, LLC  
   
We have served as the Company's auditor since 2016.  
   
Houston, Texas  

 

April 16, 2019

 

F-1

 

 

Kaopu Group, Inc.

Consolidated Balance Sheets

As of December 31, 2018 and 2017

 

   2018   2017 
ASSETS          
Current assets:          
Cash and cash equivalents  $508,988   $564,561 
Accounts receivable, net of allowance for doubtful accounts   939,736    840,250 
Other receivables   -    44,097 
Income tax receivable   2,507    29,373 
Inventory   368,334    358,914 
Prepaid expenses and other current assets   68,521    55,034 
Total current assets   1,888,086    1,892,229 
           
Property and equipment, net of accumulated depreciation   90,758    135,833 
Deposit on purchase of land   2,049,797    1,941,101 
Trust investments, restricted   6,556,072    6,214,890 
Deferred commission cost   942,138    955,866 
Deferred tax assets - noncurrent   177,413    153,320 
Other assets   93,871    78,084 
           
Total assets  $11,798,135   $11,371,323 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $1,578,865   $1,718,968 
Accounts payable and accrued expenses - related parties   266,495    155,975 
Income tax payable   67,695    40,636 
Deferred revenues - current   97,773    92,588 
Other payable - land purchase   853,470    963,043 
Other payable - related party   10,663    - 
Other payables   50,099    56,623 
Total current liabilities   2,925,060    3,027,833 
Deferred preneed contract revenues   8,385,402    7,942,772 
Total liabilities   11,310,462    10,970,605 
           
Commitment and contingencies          
           
Stockholders' Equity:          
Common stock, $0.00001 par value, 100,000,000 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    87,342 
Accumulated deficit   (943,235)   (1,006,595)
Accumulated other comprehensive loss   6,888    (6,441)
Total stockholders' equity   487,673    400,718 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $11,798,135   $11,371,323 

 

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

 

F-2

 

 

Kaopu Group, Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the Years Ended December 31, 2018 and 2017

 

   2018   2017 
         
Revenues  $7,511,300   $7,573,353 
           
Operating expenses:          
Cost of revenues   5,541,953    5,791,325 
General and administrative   1,767,490    1,692,026 
Depreciation and amortization   72,964    83,447 
Total operating expense   7,382,407    7,566,798 
           
Income from operations   128,893    6,555 
           
Other income (expense):          
Realized and unrealized investment losses, net   (84,741)   (98,709)
Other income   71,843    60,276 
Total other expense   (12,898)   (38,433)
           
Income (loss) before provision for income taxes   115,995    (31,878)
Income tax expense   42,369    32,923 
           
Net income (loss)  $73,626   $(64,801)
           
Other comprehensive loss:          
Foreign currency translation loss   (13,329)   (4,899)
Total other comprehensive loss   (13,329)   (4,899)
           
Comprehensive income (loss)  $60,297   $(69,700)
           
Net income (loss) per common share:          
Basic and diluted  $0.00   $(0.00)
           
Weighted average number of common shares outstanding:          
Basic and diluted   30,500,000    30,500,000 

 

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

 

F-3

 

 

Kaopu Group, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2018 and 2017

 

           Additional           Other   Total 
   Common Stock   Paid- in   Legal   Accumulated   Comprehensive   Stockholders' 
   Shares   Amount   Capital   Reserve   Deficit   Income (Loss)   Equity 
                             
Balance, December 31, 2016   30,500,000   $305   $1,233,266   $78,651   $(863,602)  $(21)  $448,599 
                                    
Legal capital reserve                  8,691    (8,691)        - 
Cash contributions             92,841                   92,841 
Cash dividend                       (78,192)        (78,192)
Foreign currency translation loss                       -    (6,420)   (6,420)
Net loss                       (56,110)        (56,110)
                                    
Balance, December 31, 2017   30,500,000    305    1,326,107    87,342    (1,006,595)   (6,441)   400,718 
                                    
Legal capital reserve                  10,266    (10,266)        - 
Foreign currency translation gain                            13,329    13,329 
Net income                       73,626         73,626 
                                    
Balance, December 31, 2018   30,500,000   $305   $1,326,107   $97,608   $(943,235)  $6,888   $487,673 

 

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

 

F-4

 

 

Kaopu Group, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2018 and 2017

 

   2018   2017 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income (loss)  $73,626   $(64,801)
Adjustments to reconcile net income (loss) to net cash from operating activities:          
Depreciation and amortization   72,964    83,447 
Investment loss   84,741    98,709 
Gain from sale of property and equipment   -    (647)
Deferred income tax   (24,093)   50,645 
Changes in operating assets and liabilities:          
Accounts receivable   (99,486)   60,737 
Other receivables   -    (44,097)
Income tax   53,925    27,234 
Inventory   (9,420)   112,832 
Prepaid expenses, other current assets and other assets   14,823    (36,405)
Trust investments, restricted   (425,923)   (131,394)
Deferred commission cost   13,728    80,340 
Accounts payable and accrued expenses   (146,627)   (123,321)
Accounts payable and accrued expenses - related parties   110,520    143,537 
Deferred revenues   5,185    64 
Deferred preneed contract revenues   442,630    67,759 
Net cash from operating activities   166,593    324,639 
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of property and equipment   (18,413)   (34,587)
Proceeds from sale of property and equipment   -    1,297 
Net cash used in investing activities   (18,413)   (33,290)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advances from related parties   10,663    - 
Proceeds from cash contributions   -    92,841 
Payment on liability for land purchase   (109,573)   (229,253)
Dividends   -    (69,501)
Net cash used in financing activities   (98,910)   (205,913)
Effect of exchange rate changes on cash and cash equivalents   (104,843)   (7,227)
           
Net change in cash and cash equivalents   (55,573)   78,209 
Cash and cash equivalents, beginning of year   564,561    486,352 
Cash and cash equivalents, end of year  $508,988   $564,561 
           
Cash paid for:          
Interest  $81,800   $78,517 
Income tax  $38,882   $27,350 
           
Non-cash investing and financing activities          
Transfer from earnings to legal capital reserve  $10,266   $8,691 

 

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

 

F-5

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

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 from 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

 

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.

 

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).

 

F-6

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

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

 

   December 31, 2018   December 31, 2017 
         
Year end: Taiwanese $ to US $  $0.0327   $0.0337 
Average for the year: Taiwanese $ to US $  $0.0332   $0.0310 

 

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 December 31, 2018 and 2017, 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.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, 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.

 

F-7

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

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 December 31, 2018 and 2017, respectively, 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 December 31, 2018 and 2017, the Company had $942,138 and $955,866 of deferred commission costs, respectively.

 

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.

 

F-8

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

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 December 31, 2018 and 2017.

 

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.

 

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.

 

F-9

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

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 $6,888 and $(6,441) at December 31, 2018 and 2017, 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. Our chief decision maker (“CODM”) is our Chief Executive Officer. Our CODM determines, in particular, resource allocation for, and monitors performance of the consolidated enterprise. Our CODM relies on internal management reporting that analyzes enterprise results to the net earnings level and segment results to the operating income level.

  

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 May 2014, the FASB issued "Revenue from Contracts with Customers", which replaced existing revenue recognition guidance. During 2016, the FASB made several amendments to the new standard that clarified guidance on several matters, including principal vs. agent considerations, identifying performance obligations, sales taxes, and licensing.

 

The new standard, as amended, requires that we recognize revenue in the amount to which we expect to be entitled for delivery of promised goods and services to our customers. The new standard also resulted in enhanced revenue-related disclosures, including any significant judgments and changes in judgments. Additionally, the new standard requires the deferral of incremental direct selling costs to the period in which the related revenue is recognized.

 

We adopted the new standards on January 1, 2018 using the modified retrospective method. The timing of revenue recognition for our preneed contracts remained consistent between the new and previous standards. There was no material impact on our consolidated financial statements from adopting the new standard but we have expanded disclosure about our revenue recognition policy.

 

Recent Accounting Standards

 

In February 2016, FASB issued ASU No. 2016-02 Leases (Topic 842), which creates 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. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. We adopted this new standard on January 1, 2019. Our initial evaluation of the current leases that we have does not indicate that the adoption of this standard will have a material impact on our consolidated statements of operations.

 

In June 2018, the 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. We adopted this new standard on January 1, 2019. The adoption of this new standard does not have an impact on our financial statements.

  

In August 2018, the 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-10

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

In November 2018, the 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.

 

In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The Company anticipates its first presentation of changes in stockholders’ equity will be included in its Form 10-Q for the quarter ended March 31, 2019. 

 

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 net loss greater than cash generated from operating activities, has a 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. Our plans also include raising substantial capital from share purchase agreement from outside entities.

  

Note 4 – Inventories

 

Inventories consisted of the following at December 31, 2018 and 2017:

 

   2018   2017 
         
Raw materials  $117,293   $111,074 
Finished goods   251,041    247,840 
           
Total inventories  $368,334   $358,914 

 

As of December 31, 2018 and 2017, there was no allowance for slow moving or obsolete inventory.

 

Note 5 – Property and Equipment, net

 

Property and equipment consisted of the following at December 31, 2018 and 2017:

 

   2018   2017 
Depreciable property and equipment          
Leasehold improvements  $150,732   $139,488 
Office equipment   276,091    247,621 
           
Total depreciable property and equipment   426,823    387,109 
Less: accumulated depreciation   (336,065)   (251,276)
           
Property and equipment, net  $90,758   $135,833 

 

Depreciation expense for the years ended December 31, 2018 and 2017 was $84,789 and $81,280, respectively.

 

F-11

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

Note 6 – Trust Investments

 

The cost and market values associated with preneed contract trust investments at December 31, 2018 are detailed below:

 

   Fair Value          Fair Market 
   Hierarchy  Cost at   Unrealized   Value at 
   Level  December 31. 2018   Losses   December 31. 2018 
                
Cash and money market account  Level 1  $5,318,281   $-   $5,318,281 
Mutual funds:                  
Debt securities  Level 1   1,367,355    (129,564)   1,237,791 
                   
Total     $6,685,636   $(129,564)  $6,556,072 

 

The cost and market values associated with preneed contract trust investments at December 31, 2017 are detailed below:

 

   Fair Value          Fair Market 
   Hierarchy  Cost at   Unrealized   Value at 
   Level  December 31. 2017   Losses   December 31. 2017 
                
Cash and money market account  Level 1  $4,963,412   $-   $4,963,412 
Mutual funds:                  
Debt securities  Level 1   1,269,567    (18,089)   1,251,478 
                   
Total     $6,232,979   $(18,089)  $6,214,890 

 

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 December 31, 2018 and 2017.

 

Note 7 – Other Assets

 

The balance of other assets as of December 31, 2018 and 2017, consist of the following:

 

Description  2018   2017 
Insurance deposits under the Taiwan Insurance Act  $65,727   $62,242 
Patents, net of amortization of $6,009 and $5,815 as of December 31, 2018 and 2017, respectively   15,472    9,417 
Other   12,672    6,425 
Total  $93,871   $78,084 

 

Amortization expense related to the patents for the years ended December 31, 2018 and 2017 amounted to $194 and $1,088, respectively.

 

F-12

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

Note 8 – Related Party Transactions

 

Sales

 

During the years ended December 31, 2018 and 2017, the Company’s Chief Executive Officer, affiliated and family members purchased certain products from the Company for $18,509 and $28,431, respectively.

 

Lease

 

During the years ended December 31, 2018 and 2017, the Company leased offices from the Company’s Chief Executive Officer and two directors. Total lease expense to the related parties during 2018 and 2017 were $9,334 and $67,989, respectively. As of December 31, 2018 and 2017, the Company had a lease deposit of approximately $6,088 and $5,600, respectively, held by the related parties.

 

Commission cost

 

During the years ended December 31, 2018 and 2017, the Company incurred $8,537 and $16,306 of commission costs to a company controlled by a family member of the Company’s Chief Executive Officer. As of December 31, 2018 and 2017, amount payable to the affiliated company for commissions were $0 and $886, respectively.

 

Note 9 – Income Taxes

 

Longbau Group, Inc. and Longbau Group Limited had no operating profit to be taxed for the years ended December 31, 2018 and 2017.

 

Long Bao Life and Ho-Cheng Insurance are subject to income tax in Taiwan with an effective income tax rate of 20% and 17% for the years ended December 31, 2018 and 2017, respectively. Income tax expense for the years ended December 31, 2018 and 2017 consisted of the following:

 

   2018   2017 
         
Income tax provision - current  $42,760   $32,865 
Income tax provision - deferred   (391)   58 
           
Total income tax expense  $42,369   $32,923 

 

The following table reconciles the statutory tax rate to Long Bao Life and Ho-Cheng Insurance’s effective tax rate for the years ended December 31, 2018 and 2017:

 

   2018   2017 
         
Income tax expense computed at statutory rate  $23,199   $31,478 
Prior year unpaid taxes   -    96 
Changes in deferred taxes   24,093    58 
Other   (4,923)   1,292 
           
Total income tax expense  $42,369   $32,923 

 

Capital gains or losses derived from the sale of securities are exempt from regular income tax assessment in Taiwan. Non-deductible expenses mainly included losses from the sale of securities of $39,295 and $47,501 for the years ended December 31, 2018 and 2017, respectively.

 

Significant components of the deferred tax assets and liabilities were as follows:

 

   2018   2017 
Deferred tax assets (liabilities):          
Deferred revenues  $211,294   $182,888 
Deferred commission costs   (33,446)   (29,393)
Unrealized losses from trust investments   9,013    13,604 
Expenses capitalized for tax purpose   (436)   (174)
           
Total   186,425    166,925 
Less: valuation allowance   (9,012)   (13,605)
           
Deferred tax assets, net   177,413    153,320 
Less: deferred tax assets - current   -    - 
           
Deferred tax assets - noncurrent  $177,413   $153,320 

 

F-13

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

Long Bao Life and Ho-Cheng Insurance’s tax returns are subject to annual compliance review by the taxing authorities in Taiwan. The taxing authorities have examined Long Bao Life’s and Ho-Cheng’s Income tax returns through 2016.

 

A valuation allowance has been established because more-likely-than-not uncertainties exist with respect to our future realization of certain trust investment value. The valuation allowance reflects our expectation that the losses from valuation allowance in certain trust investments will not recovered. In accordance with the Income Tax Act in Taiwan, gains (losses) derived from the sales of securities are not taxable (deductible). Therefore, gains (losses) from sales of securities is a permanent difference between taxable and book income when realized.

 

As of December 31, 2018, the Company had income tax payable of $65,188 and at December 31, 2017, the Company had income tax receivable of $29,373.

 

Note 10 – 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 $83,204 and $87,454 for the years ended December 31, 2018 and 2017, respectively.

 

The Company leases several offices and vehicles from third parties. For the years ended December 31, 2018 and 2017, the Company recorded rent expenses of $261,352 and $270,758, respectively. Future minimum lease payments for non-cancellable operating leases are as follows:

 

For the year ending December 31,    
2019  $249,100 
2020   173,337 
2021   - 
      
Total  $422,437 

 

Note 11 – Land Purchase Liability

 

The land purchase liability as of December 31, 2018 and 2017, consisted of the following:

 

Description  Taiwanese $   US$ 
Balance December 31, 2016   38,600,000    1,194,455 
Payments made in 2017   (7,500,000)   (229,253)
Translation loss   -    (2,159)
Balance December 31, 2017  $31,100,000   $963,043 
Payments made in 2017   (5,000,000)   (163,500)
Translation gain   -    53,927 
Balance December 31, 2018  $26,100,000   $853,470 

 

F-14

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

On December 30, 2014, the Company entered into a land purchase agreement with a third-party individual. Pursuant to the agreement, the Company agreed to purchase 1,296 square feet of land in Tauyuan, Taiwan for $2,047,020 (Taiwanese $62,600,000). The title of the land has been transferred to the Company with the ownership certificate held in escrow until the total purchase price is paid. The remaining balance of $853,470 (Taiwanese $26,100,000) payable shall be made when the Company has secured financing. The Company is currently seeking a loan from a commercial bank. The land is currently a collateral to a bank for the seller’s outstanding borrowing.

 

Note 12 – Equity

 

During the year ended December 31, 2017, Ho-Cheng received a capital contribution of $92,841 (Taiwanese $3,000,000) from one of its shareholder.

 

During the year ended December 31, 2017, the Company declared and paid dividend in the amount of $78,192.

 

Long Bao Life and Ho-Cheng Insurance’s Articles of Incorporation provide that, when allocating the net profits for each fiscal year, the Company shall first offset its losses in previous years and then set aside the following items accordingly:

 

  1) Profit sharing to employees at a range from 0.5% to 2% of the statutory profits;

  2) Legal capital reserve at 10% of the statutory profits until the accumulated legal reserve equals the Company’s paid-in capital;

  3) The remaining balances shall be allocated according to the resolution of the shareholders’ meeting.

 

Legal capital reserve may be used to offset a deficit or be distributed as dividends in cash or stocks for the portion in excess of 25% of the paid-in capital if the Company incurs no loss. During the years ended December 31, 2018 and 2017, the Company allocated $10,266 and $8,691, respectively, to its legal capital reserve account.

 

Note 13 – Concentrations

 

The Company maintains substantially all its cash with banks in Taiwan. Should any bank holding cash become insolvent, the Company would lose the cash with that bank; however, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In Taiwan, a depositor has up to approximately $98,100 (Taiwanese $3,000,000) insured in a bank. As of December 31, 2018 and 2017, $438,099 and $400,287, respectively, of the Company’s cash and cash equivalents was not insured.

 

The Company purchased 100% of materials from one vendor for the year ended December 31, 2018 and 100% of materials from one vendor for the year ended December 31, 2017. As of December 31, 2018 and 2017, the amounts due to this verndor were $266,473 and $43,022, respectively. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive.

 

The Company received commissions from three and four major insurance carriers in 2018 and 2017, respectively, for the insurance segment. Each of the insurance carriers made up over 10% of the Company’s total revenues during 2018 and 2017. For the years ended December 31, 2018 and 2017, aggregated revenues generated from these carriers were $1,496,092 and $2,572,030, respectively.

 

Note 14 – 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 years ended December 31, 2018 and 2017 and as of December 31, 2018 and 2017:

 

F-15

 

 

Kaopu Group, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2018 and 2017

 

   For the years ended December 31, 
   2018   2017 
Revenues          
Funeral services  $1,219,434   $1,453,758 
Insurance   6,291,866    6,119,595 
Consulting   -    - 
           
Total revenues  $7,511,300   $7,573,353 
           
Income (loss) from operations          
Funeral services  $(29,623)  $21,186 
Insurance   158,515    113,967 
Consulting   -    (128,598)
           
Total income from operations  $128,892   $6,555 
           
Net income (loss)          
Funeral services  $(48,168)  $(21,566)
Insurance   121,794    85,361 
Consulting   -    (128,596)
           
Total net income (loss)  $73,626   $(64,801)

 

   As of   As of 
   December 31, 2018   December 31, 2017 
Total assets          
Funeral services  $10,215,481   $9,877,050 
Insurance   1,482,862    1,483,623 
Consulting   99,792    10,650 
           
Total assets  $11,798,135   $11,371,323 

 

F-16

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

(a)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 December 31, 2018, 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 December 31, 2018:

 

  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.

 

(b)Changes in Internal Control over Financial Reporting.

 

During the three months ended December 31, 2018, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fourth quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

(c)Management’s Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The internal controls for the Company are provided by executive management's review and approval of all transactions.  Our internal control over financial reporting also includes those policies and procedures that:

 

  (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

  (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

 

  (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

27

 

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

Based on this assessment, management has concluded that as of December 31, 2018, our internal control over financial reporting was not effective due to the material weaknesses in our control environment and financial reporting process mentioned above.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to the Company’s status as an emerging growth company under the Jumpstart Our Business Startups Act of 2012.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

28

 

 

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Executive Officers and Directors

 

The following table sets forth, as of December 31, 2018, the names and ages of our directors and executive officers. The directors will hold such office until the next annual meeting of shareholders and until his or her successor has been elected and qualified.

  

Name   Age   Position
Tsai Ko   53   Directors and Chief Executive Officer
Chih-Wei Huang   52   Director and Secretary
Tsung-Min Chang   59   Director and Business Manager
Yueh-Kuei Ko   49   Chief Financial Officer
Chung Der Wu   64   Director
Hsiang-Jen Cheng   61   Director
Chin-Shan Ko   52   Director

 

Business Experience

 

The following summarizes the occupation and business experience for our directors and executive officers.

 

Mr. Tsai Ko graduated from National Taichung Institute of Commerce and Technology in 1992 and received his Master's Degree from Institute of Finance and Insurance, Chaoyang University of Technology in 2009. Mr. Ko founded Dongsheng Insurance Brokers Co. Ltd. in 1994 and Ho-Cheng Insurance Brokers Co. Ltd. in 2000 respectively. In 2012, the integrated company run by Mr. Ko, with over one thousand salesmen, became one of the largest insurance brokers companies in Taiwan. Additionally, Mr. Ko is the CEO of Ho-Yun Biotechnology Co. Ltd. and Wei Mao Marketing Co., Ltd. which are invested and operated by him. Mr. Ko is also the President of Insurance Brokerage Association of Taiwan. Mr. Ko was selected as a director because of his experience playing key management roles in many companies.

 

Ms. Yueh-Kuei Ko graduated from Overseas Chinese University. Ms. Ko has served as the CEO of Dongsheng Insurance Brokers Co. Ltd. and Ho-Cheng Insurance Brokers Co. Ltd. since 2002 and 2013, respectively. Ms. Ko has been engaged in insurance and financial work for ten years, and she is familiar with the related funeral management field.

 

Ms. Chih-Wei Huang graduated from Open Business College Affiliated with National Taichung University of Science and Technology in 1989 and majored in International Trade. Ms. Huang passed personal insurance broker of special examination in 1994. Ms. Huang founded Zhongyun Insurance Brokers Co. Ltd.in 1995. Ms. Huang has been the authorized signatory of life insurance of Ho-Cheng Insurance Brokers Co. Ltd. and Dongsheng Insurance Brokers Co. Ltd. since 2002 and 2003. Ms. Huang was selected as a director because of her experience working in the finance industry.

 

Mr. Tsung-Min Chang, graduated from Open Business College Affiliated with National Taipei College of Business and majored in Business Management. Mr. Chang passed the examination of Chunghwa Post in 1985 and had worked at post office for 25 years. In his spare time, Mr. Chang founded Changhua County Volunteer Service Association to help the vulnerable groups. After his retirement in 2010, Mr. Chang took over the business of Wei Mao Biotechnology Co. Ltd. Mr. Chang was selected as a director because of his experience working in the service industry.

 

Dr. Chung Der Wu joined Foxconn Technology group in 2012 and has been working as Assistant Vice President for five years, is responsible for incubating internal new businesses with his experience in technology and management. Previously he worked at the Institute of Information Industry, a Taiwan software national lab, for various innovative technologies. He was also a founding member in a Taiwan telecom. Prior to 2001, he worked at Lucent Technologies in the United States as a telecommunications equipment product manager and was responsible for the South America and Taiwan market. Throughout his 30+ years of experience, Dr. Wu has worked in various different fields and the Company believes his experience can make a great contribution to the Company. Dr. Wu holds a Ph.D in Nuclear Engineering from the University of Cincinnati and an Masters of Business Administration from the University of Phoenix. Dr Wu was selected as a director because of his management experience at Foxconn Technology Group.

 

29

 

 

Mr. Hsiang-Jen Cheng currently serves as Chairmen of Chuanpu Insurance Broker Co., Ltd., Chairmen of Global International Insurance Agency Co., Ltd., and President of the Insurance Brokerage Association of Taiwan. Mr. Chen previously served as Senior Vice General Manager at TransGlobe Life Insurance, Inc. Mr. Chen received a Bachelor of Arts degree from the Department of Business Administration at the Fu Jen Catholic University. Mr. Chen was selected as a director because of his experience in the insurance industry.

 

Mr. Chin-Shan Ko founded Chao Yuon Co., Ltd. (“Chao Yuon”) in 1992. Chao Yuon mainly produces wire shelving, metal furniture and related products and provides OEM/ODM services. Chao Yuon has 70 employees and has a turn-over of $7 million. Chao Yuon’s clients includes AGA Marvel, YAMAZEN, IRIS OHYAMA, ParagonCare Group, Space Logic, TECHNIBILT. Chao Yuon also cooperates with the famous designer Peter Opsvik from Norway (Globle Concept). Chao Yuon was selected as a director because of his corporate management experience.

 

Family relationships

 

There are no family relationship among the directors and executive officers except for the following:

 

Tsai Ko and Chih-Wei Huang are married. Tsai Ko and Yueh-Kuei Ko are siblings.

 

Involvement in certain legal proceedings

 

No bankruptcy petition has been filed by or against any business of which any of our executive officers was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

30

 

 

No director has been convicted in a criminal proceeding and is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

 

No director has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

 

No director has been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated.

 

Audit Committee; Compensation Committee; Nominating Committee

 

The Board of Directors has not yet appointed an Audit Committee, a Compensation Committee or a Nominating Committee.  The functions that would be performed by such committees are performed by the Board of Directors.

 

Our board of directors functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. We are not a "listed company" under SEC rules and are therefore not required to have an audit committee comprised of independent directors. Our board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. Our board of directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

 

Indemnification

 

Under Delaware law and pursuant to our articles of incorporation and bylaws, we may indemnify our officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our officers or directors pursuant to those provisions, our counsel has informed us that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

 

Procedure for Nominating or Recommending for Nomination Candidates for Director

 

The Board of Directors will consider candidates recommended by shareholders. Any shareholder who wishes to recommend a candidate for the Board should address the recommendation in writing to the Chairman of the Board at the Company’s principal executive offices.

 

Code of Ethics

 

The Company has not yet adopted a Code of Ethics that applies to its executive officers, due to the small size of its management.

 

31

 

 

ITEM 11.EXECUTIVE COMPENSATION

 

The following table sets forth all compensation awarded to, earned by or paid to our named executive officer directly or indirectly from the Company or its subsidiaries.

 

Name and
principal position
   Fiscal Year    Salary
($)
    Bonus
$
    Stock 
Awards 
($)
    Option 
Awards 
($)
    Non-Equity
Incentive Plan
Compensation
($)
    Nonqualified 
Deferred 
Compensation
Earnings 
($)
    All Other 
Compensation
($)
    Total ($) 
Tsai Ko, Director and Chief Executive Officer   2018    -    -    -    -    -    -    -    - 
    2017    -    -    -    -    -    -    -    - 

 

Employment Agreements

 

We currently do not have any employment agreements with our executive officers.

 

Director Compensation

 

Our directors do not currently receive compensation.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of May 3, 2018, certain information regarding the beneficial ownership of Common Stock by (i) each person who is known by us to own beneficially more than five percent of the outstanding Common Stock, (ii) each of our director and named executive officers, and (iii) all directors and named executive officers as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of 11F.-3, No.100, Sec. 1, Zhongqing Rd., North Dist., Taichung City 404, Taiwan (R.O.C.).

 

Title of Class  Name and Address of Beneficial Owner  Amount of
Shares
   Percent of 
Class (%)
(1)
 
Officers and Directors             
Common Stock  Tsai Ko  Director/Chief Executive Officer   20,998,667(2)   68.75 
Common Stock  Chih-Wei Huang  Director/Secretary   20,998,667(2)   68.75 
Common Stock  Tsung-Min Chang  Director/ Business Manager   100,000     * 
Common Stock  Yueh-Kuei Ko Chief Finance Officer   1,500,000    4.92 
Common Stock  All executive officers and directors as a group   22,598,667(2)   74.09 
              
5% Beneficial Owners             
              
Common Stock  Huang Tu, Fu Mei  No.821, Sec. 2, Zhongshan Rd.,
Changhua City, Changhua County 500, Taiwan (R.O.C.)
   1,567,000    5.14 
Common Stock  Ming-ChingKo No.144, Xidi Rd., Shengang Township,
Changhua County 509, Taiwan (R.O.C.)
   1,531,917    5.02 

 

* Less than one percent.

 

(1)Based on 30,500,000 shares outstanding as of April 12, 2019.

(2)Includes (i) 9,087,500 shares held by Tsai Ko (“Mr. Ko”), (ii) 3,112,250 shares held by Chih-Wei Huang, Mr. Ko’s wife, (iii) 1,567,000 shares held by Fu-Mei Huang Tu, Mr. Ko’s mother in law, (iv) 1,531,917 shares held by Ming-Ching Ko, Mr. Ko’s brother, (v) 1,500,000 shares held by Ho Yun Manage Ltd, controlled by Cheng-Hstung Chou, Mr. Ko’s brother in law, (vi) 1,500,000 shares held by Ho Cheng Management Co Limited, controlled by Yen-Yu Ko, Mr. Ko’s sister in law’s son, (vii) 1,200,000 shares held by Pei-Yu Ko, Mr. Ko’s sister, and (viii) 1,500,000 shares held by Yueh-Kuei Ko, Mr. Ko's sister.   Tsai Ko and Chih-Wei Huang disclaim beneficial ownership described in items (iii) – (viii) above.

 

32

 

 

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

The Company does not currently have an insider transaction policy.

 

We have not had a promoter at any time since inception. Therefore, we have never entered into transactions with a promoter.

 

For the years ended December 31, 2018 and 2017, except for the transactions disclosed elsewhere in this document, we had not entered into any related party transactions and none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

 

  (A) Any of our directors or officers;

 

  (B) Any proposed nominee for election as our director;

 

  (C) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our Common Stock; or

 

  (D) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of us.

 

Sales

 

During the years ended December 31, 2018 and 2017, the Company’s Chief Executive Officer, affiliated and family members purchased certain products from the Company for $18,509 and $28,431, respectively.

 

Lease

 

During the years ended December 31, 2018 and 2017, the Company leased offices from the Company’s Chief Executive Officer and two directors. Total lease expense to the related parties during 2018 and 2017 were $9,334 and $67,989, respectively. As of December 31, 2018 and 2017, the Company had a lease deposit of approximately $6,088 and $5,600, respectively, held by the related parties.

 

Commission cost

 

During the years ended December 31, 2018 and 2017, the Company incurred $8,537 and $16,306 of commission costs to a company controlled by a family member of the Company’s Chief Executive Officer. As of December 31, 2018 and 2017, amount payable to the affiliated company for commissions were $0 and $886, respectively.

 

Director Independence

 The following members of our Board of Directors are independent, as “independent” is defined in the rules of the NYSE Amex: Chung Der Wu and Hsiang-Jen Cheng.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit and Non-Audit Fees

 

Aggregate fees and expenses for professional services rendered for us by Thayer O’Neal Company, LLC for the fiscal years ended December 31, 2018 and 2017 are set forth below. The aggregate fees and expenses included in the Audit category are fees and expenses billed for the fiscal years for the audit of our annual financial statements and review of our interim financial statements and statutory and regulatory filings. The aggregate fees and expenses included in each of the other categories are fees and expenses billed in the fiscal years.

 

Thayer O’Neal Company, LLC     Fiscal Year
2018
      Fiscal Year
2017
 
Audit Fees   $ 90,000     $ 23,750  
Audit-Related Fees     -       -  
Tax Fees     -       -  
All Other Fees     -       -  
Total   $ 90,000     $ 23,375  

 

33

 

 

The Board of Directors has determined that the provision of these services is compatible with the maintenance of the independence of Thayer O’Neal Company, LLC.

 

Pre-approval Policies and Procedures

 

It is the policy of the Company that all services other than audit, review or attest services must be pre-approved by the Board of Directors.

 

34

 

 

PART IV

 

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(1)Financial Statements.

 

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2018 and 2017

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2018 and 2017

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2018 and 2017

Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017

Notes to Consolidated Financial Statements

 

(2)The Exhibits included in Item 16 are filed as part of this report on Form 10-K:

 

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit
Number  
  Description of Exhibit
3.1 (1)   Certificate of Incorporation
3.2 (1)   Bylaws
10.1 (1)   Form of Stock Purchase Agreement
10.2 (1)   Translation of Employment Agreement between the Company and Yueh-Kuei Ko
10.3 (1)   Translation of Employment Agreement between the Company and Tsung-Min Chang
10.4 (1)   Translation of Lease Agreement
10.5 (2)   Changhua Lease, effective July 30, 2015
10.6 (2)   Kaohsiung Lease, effective July 21, 2015
10.7 (2)   Taichung Lease, effective July 13, 2015
10.8 (3)   Share Exchange Agreement, dated December 29 between Longbau Group, Inc., Long Bao Life Technology Co., Ltd, the shareholders of Long Bao Life and Tsai Ko
10.9 (3)   Share Exchange Agreement, dated December 29 between Longbau Group, Inc., Ho-Cheng Insurance Brokers Co., Ltd., the shareholders of Ho-Cheng and Tsai Ko
21 (4)   Subsidiaries of the registrant
24   Powers of Attorney (included on the signature page)
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
99.1 (3)   Audited Financial Statements for Ho-Cheng Insurance Brokers Co., LTD. for the Years Ended December 31, 2015 and 2014
99.2 (3)   Audited Financial Statements for LONG BAO LIFE TECHNOLOGY CO., LTD. for the Years Ended December 31, 2015 and 2014
99.3 (3)   Interim Unaudited Financial Statements for Ho-Cheng Insurance Brokers Co., LTD. for the Nine Months Ended September 30, 2016 and 2015
99.4 (3)   Interim Unaudited Financial Statements for LONG BAO LIFE TECHNOLOGY CO., LTD. for the Nine Months Ended September 30, 2016 and 2015
99.5 (3)   Unaudited Pro Forma Combined Financial Statements for Longbau Group, Inc., Long Bao Life Technology Co., Ltd. and Ho-Cheng Insurance Brokers Co., Ltd. as of September 30, 2016, for the Nine Months Ended September 30, 2016 and for the Year Ended December 31, 2015

 

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.

 

(1) Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on March 14, 2014.

(2) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 14, 2015.

(3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 30, 2016.

 

35

 

 

(4) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 17, 2017.

 

*The certifications attached as Exhibits 32.1 and 32.2 accompany this annual report on Form 10-K 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.

 

36

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

  KAOPU GROUP, INC.
     
Date: April 16, 2019 By: /s/ Tsai Ko
    Tsai Ko, Chief Executive Officer
    (Principal Executive Officer)

 

Date: April 16, 2019 By: /s/ Yueh-Kuei Ko
    Yueh-Kuei Ko, Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

Power of Attorney

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tsai Ko his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

/s/ Tsai Ko   Date: April 16, 2019
Tsai Ko    

Director and Chief Executive Officer

(Principal Executive Officer)

   
     
/s/ Yueh-Kuei Ko   Date: April 16, 2019
Yueh-Kuei Ko    

Chief Financial Officer

(Principal Financial and Accounting Officer)

   
     
/s/ Chih-Wei Huang   Date: April 16, 2019
Chih-Wei Huang    
Director    
     
/s/ Tsung-Min Chang   Date: April 16, 2019
Tsung-Min Chang    
Director    
     
/s/ Chung Der Wu   Date: April 16, 2019
Chung Der Wu    
Director    
     
/s/ Hsiang-Jen Cheng   Date: April 16, 2019
Hsiang-Jen Cheng    
Director    
     
/s/ Chin-Shan Ko     Date: April 16, 2019
Chin-Shan Ko    
Director    

 

37