UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A
(Amendment No. 1)

 

(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, 2015

 

¨	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

 

LONGBAU 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)

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

 

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, 2015, 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 $82,000 based upon the latest known sale price on June 30, 2015 of $0.005 per share.

 

As of March 30, 2016, there were 30,000,000 shares of common stock issued and outstanding.

  

EXPLANATORY NOTE

 

Longbau Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2016.

 

We are filing this Amendment in response to a comment letter received from the SEC in connection with its review of the Original Filing (the “Comment Letter”). We have revised Part II, Item 9A. “Controls and Procedures” in this Amendment to include in the assessment by our management of the effectiveness of our internal control over financial reporting as of the end of our fiscal year ended December 31, 2015, a statement as to whether or not internal control over financial reporting was effective. In addition, we are also including the certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of this Amendment.

 

This Amendment does not include the entire Form 10-K. Except as described in this Explanatory Note, this Amendment does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred subsequent to April 4, 2016.

 

 

 

TABLE OF CONTENTS

 

	Page
Item 9A.  Controls and Procedures	3
Part IV
Item 15.  Exhibits, Financial Statement Schedules	5
Signatures	6

 

 

  

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, 2015, 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, 2015:

 

	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, 2015, 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.

 

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. 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. 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, 2015, 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.

 

 

PART IV

 

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) (1)    Financial Statements.

 

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2015 and 2014

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2015 and 2014

Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2015 and 2014

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014

Notes to Consolidated Financial Statements

 

(3)     The following Exhibits are filed as part of this report on Form 10-K:

 

EXHIBITS

 

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
21 (3)		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

 

101.INS (4)		XBRL Instance Document.
101.SCH (4)		XBRL Taxonomy Extension Schema Document.
101.CAL (4)		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF (4)		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB (4)		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE (4)		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 Registration Statement on Form S-1 filed with the SEC on December 22, 2014.

(4) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on April 4, 2016.

 

*

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.

 

 

 

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.

 

	LONGBAU GROUP, INC.
Date: November 18, 2016	By:	/s/ Tsai Ko
		Tsai Ko, Chief Executive Officer (Principal Executive Officer)

 

Date: November 18, 2016	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: November 18, 2016
Tsai Ko
Director and Chief Executive Officer (Principal Executive Officer)
/s/ Yueh-Kuei Ko		Date: November 18, 2016
Yueh-Kuei Ko
Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Chih-Wei Huang		Date: November 18, 2016
Chih-Wei Huang
Director
/s/ Tsung-Min Chang		Date: November 18, 2016
Tsung-Min Chang
Director