Attached files
file | filename |
---|---|
EX-32.2 - EXHIBIT 32.2 - KAOPU GROUP INC | v464421_ex32-2.htm |
EX-32.1 - EXHIBIT 32.1 - KAOPU GROUP INC | v464421_ex32-1.htm |
EX-31.2 - EXHIBIT 31.2 - KAOPU GROUP INC | v464421_ex31-2.htm |
EX-31.1 - EXHIBIT 31.1 - KAOPU GROUP INC | v464421_ex31-1.htm |
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, 2016
¨ |
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, 2016, 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 $39,560,238 based upon the latest known sale price on June 30, 2016 of $6.18 per share.
As of April 17, 2017, there were 30,500,000 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, 2016 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2017.
The sole purpose of this Amendment, is to provide the consolidated financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language) by furnishing Exhibit 101 to the Original Filing in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Original Filing formatted in XBRL. No other changes have been made to the Original Filing.
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 17, 2017.
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, 2016 and 2015
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2016 and 2015
Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2016 and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2015
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 | |
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.
(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. |
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: April 19, 2017 | By: | /s/ Tsai Ko |
Tsai Ko, Chief Executive Officer (Principal Executive Officer) |
Date: April 19, 2017 | 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 attorney-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 19, 2017 | |
Tsai Ko | ||
Director and Chief Executive Officer (Principal Executive Officer) |
||
/s/ Yueh-Kuei Ko | Date: April 19, 2017 | |
Yueh-Kuei Ko | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
||
/s/ Chih-Wei Huang | Date: April 19, 2017 | |
Chih-Wei Huang | ||
Director | ||
/s/ Tsung-Min Chang | Date: April 19, 2017 | |
Tsung-Min Chang | ||
Director |