Attached files
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 fiscal year ended June 30, 2013
or
[ ] 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 333-176715
ANPULO FOOD DEVELOPMENT, INC.
(Exact name of registrant as specified in its Charter)
Nevada 90-0617781
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hebaliang Industry Park Hangkong Road Laifeng Country Enshi
Autonomous Prefecture, Hubei, China 445700
(Address of principal executive offices) (Zip code)
Tel: 86-718-6288576
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of class)
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as 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 Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 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 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" 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 [X] No [ ]
The aggregate market value of Common Stock held by non-affiliates of the
Registrant on December 31, 2013 was $Nil based on a $Nil average bid and asked
price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.
As of October 15, 2013 there were 193,460,000 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains certain forward-looking statements. All statements
other than statements of historical fact are "forward-looking statements" for
purposes of these provisions, including any projections of earnings, revenues,
or other financial items; any statements of the plans, strategies, and
objectives of management for future operation; any statements concerning
proposed new products, services, or developments; any statements regarding
future economic conditions or performance; statements of belief; and any
statement of assumptions underlying any of the foregoing. Such forward-looking
statements are subject to inherent risks and uncertainties, and actual results
could differ materially from those anticipated by the forward-looking
statements.
These forward-looking statements involve significant risks and uncertainties,
including, but not limited to, the following: competition, promotional costs and
the risk of declining revenues. Our actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and we assume no obligation to update such forward-looking statements.
The following discusses our financial condition and results of operations based
upon our unaudited financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States. It should be
read in conjunction with our financial statements and the notes thereto included
elsewhere herein.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
INTRODUCTION
Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and "our company" refer collectively to
Anpulo Food Development, Inc. The term "fiscal year" refers to our fiscal year
ending June 30. Unless otherwise indicated, the term "common stock" refers to
shares of our common stock.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).
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TABLE OF CONTENTS
ITEM 1. BUSINESS............................................................ 4
ITEM 1A. RISK FACTORS........................................................ 5
ITEM 1B. UNRESOLVED STAFF COMMENTS........................................... 5
ITEM 2. PROPERTIES.......................................................... 6
ITEM 3. LEGAL PROCEEDINGS................................................... 6
ITEM 4. MINE SAFETY DISCLOSURES............................................. 6
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES........................... 6
ITEM 6. SELECTED FINANCIAL DATA............................................. 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS........................................... 7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......... 10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................... 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE............................................ 21
ITEM 9A. CONTROLS AND PROCEDURES............................................. 21
ITEM 9B. OTHER INFORMATION................................................... 22
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE............. 22
ITEM 11. EXECUTIVE COMPENSATION.............................................. 25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS..................................... 27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE........................................................ 27
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.............................. 28
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES............................. 29
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PART I
ITEM 1. BUSINESS
BACKGROUND AND BUSINESS OVERVIEW
Anpulo Food Development, Inc. was incorporated under the name of Specializer,
Inc. under the laws of the state of Nevada on October 4, 2010. Our company has
limited operations, is considered a development stage company and has not yet
realized any revenues from our planned operations. We originally planned to
create mobile business applications for professionals who work in jobs that
require a high degree of mobility. The applications were aimed to help these
professionals, whose jobs require a high degree of travel and whose work entails
dealing with a differentiated client base, to record their hours, manage their
invoices, and keep track of their stock. However, in connection with the change
of control transaction that closed on January 7, 2013, and which is more fully
described below under the section below titled "Change of Control," we appointed
a new executive management team and changed our planned business operations.
On February 21, 2013, we filed Articles of Merger with the Nevada Secretary of
State to change our name from "Specializer Inc." to "Anpulo Food Development,
Inc.", to be effected by way of a merger with its wholly-owned subsidiary Anpulo
Food Development, Inc., which was created solely for the name change. Also on
February 21, 2013, we filed a Certificate of Change with the Nevada Secretary of
State to give effect to a forward split of our authorized, issued and
outstanding shares of common stock on a 10 new for 1 old basis and,
consequently, its authorized share capital shall increase from 100,000,000 to
1,000,000,000 common shares and its issued and outstanding common stock
increased from 19,346,000 to 193,460,000 shares, all with a par value of $0.001.
Our company's preferred stock remains the same. These amendments became
effective on February 28, 2013 upon approval from the Financial Industry
Regulatory Authority ("FINRA"). The forward split and name change became
effective with the Over-the-Counter Bulletin Board at the opening of trading on
February 28, 2013.
CHANGE IN CONTROL
On January 7, 2013, Mr. Wenping Luo acquired an aggregate 15,100,000 shares of
our common stock, representing 78.05% of our issued and outstanding shares as of
January 7, 2013. Effective January 7, 2013, (a) Mr. Simone Bar-Tal resigned as
our director, chief executive officer, president, and chief financial officer;
(b) Mr. Liby Weinstock resigned as our secretary, treasurer, and director; (c)
Mr. Wenping Luo, was appointed as our sole director and chief executive officer.
Until a business combination is completed, our sole director and officer
anticipates funding our operating costs through the shareholder loans or sales
of equity instruments. There is no assurance that we will be able to
successfully complete a business combination or that our operating costs prior
to such time will remain funded.
PLAN OF OPERATIONS
We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
We do not currently engage in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money to be loaned to or invested
in us by our stockholders, management or other investors. During the next 12
months we anticipate incurring costs related to filing of Exchange Act reports
and consummating an acquisition.
There is no assurance that we will be able to successfully complete a business
combination or that our operating costs prior to such time will remain funded.
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We are in the development stage and have negative working capital, negative
stockholders' equity and have not earned any revenues from operations to date.
These conditions raise substantial doubt about our ability to continue as a
going concern. We are currently devoting our efforts to locating merger
candidates. Our ability to continue as a going concern is dependent upon our
ability to develop additional sources of capital, locate and complete a merger
with another company, and ultimately, achieve profitable operations.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Any target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing and the dilution of
interest for present and prospective stockholders, which is likely to occur as a
result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
We anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
EMPLOYEES
Other than Wenping Lou, our sole officer and director, we currently have no
employees.
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a "smaller reporting company", we are not required to provide the information
required by this Item.
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ITEM 2. PROPERTIES
Our principal executive office is located at Hebaliang Industry Park Hangkong
Road Laifeng Country Enshi Autonomous Prefecture, Hubei, China. The office is
owned by a company owned by our CEO and we do not pay rent for the use of the
office. Our telephone number is 011-86-7186288576. We do not own or lease any
real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which our company is a party or in
which any director, officer or affiliate of our company, any owner of record or
beneficially of more than 5% of any class of voting securities of our company,
or security holder is a party adverse to our company or has a material interest
adverse to our company.
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
Our common stock is currently quoted on the OTC Bulletin Board under the symbol
"ANPL".
There is a limited public market for our common shares. Our common shares are
quoted on the OTC Bulletin Board under the symbol "ANPL". Trading in stocks
quoted on the OTC Bulletin Board is often thin and is characterized by wide
fluctuations in trading prices due to many factors that may be unrelated to a
company's operations or business prospects. We cannot assure you that there will
be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board issuers are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
As of October 15, 2013, no shares of our common stock have been traded.
TRANSFER AGENT
Our common shares are issued in registered form. Transhare Corporation, 4626 S.
Broadway, Englewood, CO 80113, Telephone (303) 662-1112, is the registrar and
transfer agent for our common shares.
HOLDERS
As of October 15, 2013, the 193,460,000 issued and outstanding shares of common
stock were held by a total of 168 shareholders of record.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation,
and we do not anticipate paying dividends in the foreseeable future. Declaration
or payment of dividends, if any, in the future, will be at the discretion of our
board of directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the board of directors. There are no contractual restrictions on our ability to
declare or pay dividends.
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SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans. We may in the future adopt
a stock option plan as our developmental activities progress.
ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained in this Annual Report, including statements
regarding the anticipated development and expansion of our business, our intent,
belief or current expectations, primarily with respect to the future operating
performance of our company and the products we expect to offer and other
statements contained herein regarding matters that are not historical facts, are
"forward-looking" statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they are made.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements on our current expectations and projections about future events".
These forward-looking statements involve known or unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of our company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. In some cases you can identify forward-looking statements by
terminology such as "may," "should," "potential," "continue,"
"expects,""anticipates," "intends," "plans," "believes," "estimates," and
similar expressions. These statements are based on our current beliefs,
expectations, and assumptions and are subject to a number of risks and
uncertainties. Although we believe that the expectations reflected-in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. These forward-looking
statements are made as of the date of this report, and we assume no obligation
to update these forward-looking statements whether as a result of new
information, future events, or otherwise, other than as required by law. In
light of these assumptions, risks, and uncertainties, the forward-looking events
discussed in this report might not occur and actual results and events may vary
significantly from those discussed in the forward-looking statements.
You should read the following plan of operation together with our audited
financial statements and related notes appearing elsewhere in this Annual
Report. This plan of operation contains forward-looking statements that involve
risks, uncertainties, and assumptions. The actual results may differ materially
from those anticipated in these forward-looking statements as a result of
certain factors.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.
We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.
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YEAR ENDED JUNE 30, 2013 COMPARED TO YEAR ENDED JUNE 30, 2012
Lack of Revenues: We have limited operational history. From our inception on
October 4, 2010 to June 30, 2013 we did not generate any revenues. We anticipate
that we will incur substantial losses for the foreseeable future and our ability
to generate any revenues in the next 12 months continues to be uncertain.
Professional Fees: During the year ended June 30, 2013, we incurred $32,454 of
professional fees consisting entirely of auditing, accounting, legal and filing
fees associated with our company's filing of a registration statement on Form
S-1 and period reports with the Securities and Exchange Commission. During the
year ended June 30, 2012, we incurred $14,343 of professional fees consisting
entirely of auditing, accounting and filing fees associated with our company's
filing of a registration statement on Form S-1 and period reports with the
Securities and Exchange Commission.
Other General and Administrative Expenses: During the year ended June 30, 2013,
we incurred other general and administrative expenses of $7,547 consisting of
$623 of business licensing fees, $177 of mail forwarding costs, $200 of bank
charges, and $6,747 of other operating expenses. During the year ended June 30,
2012, our company incurred other general and administrative expenses of $1,292
consisting of $623 of business licensing fees, $464 of mail forwarding costs,
$179 of bank charges, and $26 of telephone expenses.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of June 30, 2013, we did not have any assets and we had current liabilities
of $8,831, consisting of accounts payable of $3,263 and due to related party of
$5,568.
During the year ended June 30, 2013, we used $40,001 of cash in operations for
the operating expenses described above, in addition to $8,077 used to decrease
accounts payable. We obtained $36,960 from proceeds of issuance of common stock,
$5,568 of cash from our sole officer, and made payment of offering costs of
$247.
During the year ended June 30, 2012, we used $15,635 of cash in operations for
the operating expenses described above, less $6,180 which remained unpaid and is
included in accounts payable as of June 30, 2012.
For the period from October 4, 2010 (inception) through June 30, 2013, we used
$55,648 of cash in operations for the operating expenses incurred less a $3,263
included in accounts payable as of June 30, 2013. We obtained $57,560 from
proceeds of issuance of common stock, $5,568 of cash from our sole officer, and
made payment of offering costs of $10,743.
REQUIREMENT FOR FUNDING
Our cash reserves are not sufficient to meet our obligations for the next twelve
month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of shares of our common stock. We may also seek
to obtain short-term loans from our directors or unrelated parties, although no
such arrangements have been made. We do not have any arrangements in place for
any future equity financing.
MATERIAL COMMITMENTS
As of June 30, 2013, we had no material commitments.
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PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
GOING CONCERN
The independent auditors' audit report accompanying our June 30, 2013 audited
financial statements, included herein, contained an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern.
The financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission for interim financial information.
The financial information as of June 30, 2013 is derived from the audited
financial statements. The unaudited condensed interim financial statements
should be read in conjunction with this annual report, which contains the
audited financial statements and notes thereto.
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the Securities and Exchange Commission for annual
financial reporting. Accordingly, they do not include all the information and
footnotes necessary for a comprehensive presentation of financial position,
results of operations, or cash flows. It is management's opinion, however, that
all material adjustments (consisting of normal recurring adjustments) have been
made which are necessary for a fair financial statement presentation.
BASIS OF ACCOUNTING
Our company's financial statements are prepared using the accrual method of
accounting. Our company has elected a June 30 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. Our company has
not issued any potentially dilutive debt or equity securities.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
9
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Our company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and re-classed to equity at the time proceeds from the sale of common
stock are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of our company's financial instruments, consisting of
accounts payable and loans from shareholders approximate their fair value due to
the short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that our company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
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.
Our company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of June
30, 2013, our company had no accrued interest or penalties.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Our company has not identified any recently issued accounting pronouncements
that are expected to have a material impact on our company's financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company", we are not required to provide the information
required by this Item.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Financial Statements
Independent Auditor's Report 12
Balance Sheets 13
Statement of Operations 14
Statement of Stockholders' Equity 15
Statement of Cashflows 16
Notes to Financial Statements 17
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REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Anpulo Food Development, Inc.:
We have audited the accompanying balance sheets of Anpulo Food Development Inc.
(a Nevada corporation in the development stage) as of June 30, 2013 and 2012,
and the related statements of operations, stockholders' equity, and cash flows
for the years ended June 30, 2013 and 2012, and from inception (October 4, 2010)
through June 30, 2013. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, 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. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Anpulo Food Development Inc. as
of June 30, 2013 and 2012, and the results of its operations and its cash flows
for the years ended June 30, 2013 and 2012, and from inception (October 4, 2010)
through June 30, 2013, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of as June 30, 2013, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 6 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully submitted,
/s/ Weinberg & Baer LLC
-------------------------------------
Baltimore, Maryland
October 14, 2013
12
ANPULO FOOD DEVELOPMENT, INC.
(FORMERLY KNOWN AS SPECIALIZER, INC.)
(A Development Stage Company)
BALANCE SHEETS
June 30, 2013 June 30, 2012
------------- -------------
ASSETS
CURRENT ASSETS:
Cash $ -- $ 5,797
Deferred offering costs -- 9,084
---------- ----------
TOTAL CURRENT ASSETS -- 14,881
---------- ----------
TOTAL ASSETS $ -- $ 14,881
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,263 $ 11,340
Due to related party 5,568 --
---------- ----------
TOTAL CURRENT LIABILITIES 8,831 11,340
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, 50,000,000 shares authorized, par value $0.001,
share issued or outstanding at June 30, 2013 and 2012 Common
stock, 1,000,000,000 shares authorized, par value $0.001,
193,460,000 and 151,000,000 shares issued and outstanding at
June 30, 2013 and 2012 respectively 193,460 151,000
Common stock subscribed not issued -- 4,088
Discount on stock issued (146,643) (135,900)
Deficit accumulated during the development stage (55,648) (15,647)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (8,831) 3,541
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ 14,881
========== ==========
The accompanying notes are an integral part of these financial statements
13
ANPULO FOOD DEVELOPMENT, INC.
(FORMERLY KNOWN AS SPECIALIZER, INC.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from
October 4, 2010
For the Years Ended (Inception)
June 30, Through
----------------------------------- June 30,
2013 2012 2013
------------ ------------ ------------
REVENUE $ -- $ -- $ --
------------ ------------ ------------
EXPENSES 40,001 15,635 55,648
------------ ------------ ------------
Loss before income taxes (40,001) (15,635) (55,648)
Provision for income taxes -- -- --
------------ ------------ ------------
NET LOSS $ (40,001) $ (15,635) $ (55,648)
============ ============ ============
BASIC AND DILUTED:
Loss per common share a a a
------------ ------------ ------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES 191,074,219 151,018,030 159,614,283
============ ============ ============
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements
14
ANPULO FOOD DEVELOPMENT, INC.
(FORMERLY KNOWN AS SPECIALIZER, INC.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Deficit
Common Stock Stock Accumulated
------------------------ Discount Subscribed During the Total
Number of on Stock Not Development Stockholders'
Shares Amount Issued Issued Stage Equity
------ ------ ------ ------ ----- ------
October 4, 2010 (Inception) -- $ -- $ -- $ -- $ -- $ --
Common stock issued to
officers directors for cash
(0.001 per share) 151,000,000 151,000 (135,900) -- -- 15,100
Net loss -- -- -- -- (12) (12)
----------- --------- ---------- -------- --------- ---------
BALANCE JUNE 30, 2011 151,000,000 151,000 (135,900) -- (12) 15,088
Common stock subscribed
(0.001 per share) -- -- -- 5,440 -- 5,440
Offering costs -- -- -- (1,352) -- (1,352)
Net loss -- -- -- -- (15,635) (15,635)
----------- --------- ---------- -------- --------- ---------
BALANCE JUNE 30, 2012 151,000,000 151,000 (135,900) 4,088 (15,647) 3,541
Common stock issued
(0.001 per share) 42,460,000 42,460 -- (5,440) -- 37,020
Offering costs -- -- (10,743) 1,352 -- (9,391)
Net loss -- -- -- -- (40,001) (40,001)
----------- --------- ---------- -------- --------- ---------
BALANCE JUNE 30, 2013 193,460,000 $ 193,460 $ (146,643) $ -- $ (55,648) $ (8,831)
=========== ========= ========== ======== ========= =========
The accompanying notes are an integral part of these financial statements
15
ANPULO FOOD DEVELOPMENT, INC.
(FORMERLY KNOWN AS SPECIALIZER, INC.)
(A Development Stage Company)
STATEMENT OF CASHFLOWS
For the Period from
October 4, 2010
For the Years Ended (Inception)
June 30, Through
--------------------------- June 30,
2013 2012 2013
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $(40,001) $(15,635) $(55,648)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Increase (decrease) in accounts payable (8,077) 6,180 3,263
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (48,078) (9,455) (52,385)
-------- -------- --------
INVESTING ACTIVITIES:
NET CASH USED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 36,960 5,440 57,500
Payment of offering costs (247) (5,276) (10,683)
Proceeds from related party advances 5,568 -- 5,568
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 42,281 164 52,385
-------- -------- --------
Net Increase (Decrease) in Cash (5,797) (9,291) --
Cash, Beginning of Period 5,797 15,088 --
-------- -------- --------
CASH, END OF PERIOD $ -- $ 5,797 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Offering costs included in accounts payable $ -- $ 5,160 $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
16
ANPULO FOOD DEVELOPMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2013
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Anpulo Food Development, Inc. ("the Company") was incorporated under the name of
Specializer, Inc. under the laws of the state of Nevada on October 4, 2010. The
Company has limited operations, is considered a development stage company and
has not yet realized any revenues from its planned operations. The Company
originally planned to create mobile business applications for professionals who
work in jobs that require a high degree of mobility. The applications were aimed
to help these professionals, whose jobs require a high degree of travel and
whose work entails dealing with a differentiated client base, to record their
hours, manage their invoices, and keep track of their stock. However, in
connection with the change of control transaction that closed on January 7, 2013
and which is more fully described below under the section below titled "Change
of Control," the Company appointed a new executive management team and changed
its planned business operations.
On February 21, 2013, the Company filed Articles of Merger with the Nevada
Secretary of State to change its name from "Specializer Inc." to "Anpulo Food
Development, Inc.", to be effected by way of a merger with its wholly-owned
subsidiary Anpulo Food Development, Inc., which was created solely for the name
change. Also on February 21, 2013, the Company filed a Certificate of Change
with the Nevada Secretary of State to give effect to a forward split of its
authorized, issued and outstanding shares of common stock on a 10 new for one
(1) old basis and, consequently, its authorized share capital shall increase
from 100,000,000 to 1,000,000,000 common shares and its issued and outstanding
common stock increased from 19,346,000 to 193,460,000 shares, all with a par
value of $0.001. The Company's preferred stock remains the same. These
amendments became effective on February 28, 2013 upon approval from the
Financial Industry Regulatory Authority ("FINRA"). The forward split and name
change became effective with the Over-the-Counter Bulletin Board at the opening
of trading on February 28, 2013. All share amounts in these financial statements
have been restated to post split amounts.
The Company now intends to engage in a lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. It will attempt to locate
and negotiate with a business entity for the combination of that target company
with the Company (the "Business Combination). The combination will normally take
the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In
most instances, the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that it will be successful in locating or negotiating
with any target company.
As a development stage enterprise, the Company discloses the retained earnings
or deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from inception to the current balance
sheet date. Until a Business Combination is completed, the Company's current
director and officer anticipates funding the Company's operating costs through
shareholder loans or sales of equity instruments. There is no assurance that the
Company will be able to successfully complete a Business Combination.
CHANGE IN CONTROL
On January 7, 2013, Mr. Wenping Luo acquired an aggregate 151,000,000 shares of
the Company's common stock, representing 78.05% of the Company's issued and
outstanding shares as of January 7, 2013. Effective January 7, 2013, (a) Mr.
Simone Bar-Tal resigned as the Company's Director, Chief Executive Officer,
President, and Chief Financial Officer; (b) Ms. Liby Weinstock resigned as the
Company's Secretary, Treasure, and Director; (c) Mr. Wenping Luo, was appointed
as the Company's sole director and officer. Until a Business Combination is
17
completed, the sole stockholder anticipates funding the Company's operating
costs through shareholder loans or sales of equity instruments. There is no
assurance that the Company will be able to successfully complete a Business
Combination.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission ("SEC") for interim financial information.
The financial information as of June 30, 2013 is derived from the audited
financial statements. The unaudited condensed interim financial statements
should be read in conjunction with this annual report, which contains the
audited financial statements and notes thereto.
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the SEC for annual financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation.
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. The Company has
not issued any potentially dilutive debt or equity securities.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and re-classed to equity at the time proceeds from the sale of common
stock are received.
18
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and loans from shareholders approximate their fair value due to
the short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
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.
The Company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of June
30, 2013, the Company had no accrued interest or penalties. The Company did not
identify any material uncertain tax positions on tax returns filed.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has not identified any recently issued accounting pronouncements
that are expected to have a material impact on the Company's financial
statements.
NOTE 3. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. As of June 30, 2013, the Company
has not generated any taxable income and, therefore, has no tax liability. As of
June 30, 2013, the Company has available operating loss carry forwards of
approximately $55,648, which expire in 2033.
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 1,000,000,000 shares of $0.001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
On October 4, 2010, the Company issued 100,000,000 common shares to an officer
and director for cash consideration of $0.0001 per share, for net proceeds of
$10,000.
On January 18, 2011, the Company issued 50,000,000 common shares to its officers
and directors for cash consideration of $0.0001 per share, for net proceeds of
$4,988.
19
On May 16, 2011, the Company issued 1,000,000 common shares to an officer and
director for cash consideration of $0.0001 per share, for net proceeds of $100.
In June 2012, the company sold 5,500,000 shares of common shares for cash
consideration of $0.001 per share, for gross proceeds of $5,500. The company
also incurred $9,084 of offering costs of which $5,160 remain unpaid and
included in accounts payable as of June 30, 2012. The amount was fully paid off
as of December 31, 2012. These shares were issued in August 2012.
In July and August 2012, the company sold 36,960,000 shares of common shares for
cash consideration of $0.001 per share, for net proceeds of $36,713. These
shares were issued in August 2012.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, the officer
and director of the Company may face a conflict in selecting between the Company
and his other business interests. The Company has not formulated a policy for
the resolution of such conflicts.
On October 4, 2010, the Company issued 100,000,000 common shares to a former
officer and director for cash consideration of $0.0001 per share, for net
proceeds of $10,000.
On January 18, 2011, the Company issued 50,000,000 common shares to its former
officers and directors for cash consideration of $0.0001 per share, for net
proceeds of $5,000.
On May 16, 2011, the Company issued 1,000,000 common shares to a former officer
and director for cash consideration of $0.0001per share, for net proceeds of
$100.
From time to time, the Company's officer advanced funds to the Company for
working capital purposes. These advances are non-interest bearing, unsecured and
payable on demand. At June 30, 2013, the Company's due to related party balance
amounted to $ 5,568.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Through June 30, 2013, the Company has
not generated any revenue or incurred any costs to implement it business plan.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The Company's continuation as a going concern is dependent
on its ability to obtain financing to implement its business plans. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Management is planning to raise funds through debt or equity offerings. There is
no guarantee that the Company will be successful in these efforts.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements related to accounting principles or practices,
financial statement disclosure, internal controls or auditing scope or procedure
during the two fiscal years and interim periods.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of June 30, 2013, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our company's management, our chief
executive officer (our principal executive officer, principal financial officer
and principal accounting officer). Based upon the results of that evaluation,
our management has concluded that, as of June 30, 2013, our company's disclosure
controls and procedures were not effective to provide reasonable assurance that
material information related to our company required to be disclosed in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to management to allow timely decisions on required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our chief executive officer (our principal
executive officer, principal financial officer and principal accounting officer)
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of June 30, 2013 using the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our company's annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of June 30, 2013, our company determined that there were control deficiencies
that constituted material weaknesses, as described below:
* There is a lack of accounting personnel with the requisite knowledge
of Generally Accepted Accounting Principles in the US ("GAAP") and the
financial reporting requirements of the Securities and Exchange
Commission;
* There are insufficient written policies and procedures to insure the
correct application of accounting and financial reporting with respect
to the current requirements of GAAP and SEC disclosure requirements;
and
* There is a lack of segregation of duties, in that we only had one
person performing all accounting-related duties.
Notwithstanding the existence of these material weaknesses in our internal
control over financial reporting, our management believes that the consolidated
financial statements included in its reports fairly present in all material
respects our company's financial condition, results of operations and cash flows
for the periods presented.
Our company will continue its assessment on a quarterly basis and as soon as we
start operations we plan to hire personnel and resources to address these
material weaknesses. We believe these issues can be solved with hiring in-house
accounting support and plan to do so as soon as we have funds available for
this. There has been no change in its internal control over financial reporting
that occurred during our company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our company's
internal control over financial reporting.
21
This annual report does not include an attestation report of our company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
company's independent registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit our company to provide only
management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting
identified in connection with our evaluation we conducted of the effectiveness
of our internal control over financial reporting as of June 30, 2013, that
occurred during our fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Effective January 7, 2013, Mr. Simone Bar-Tal resigned as our company's
director, chief executive officer, president, and chief financial officer, and
Mr. Liby Weinstock resigned as our company's secretary, treasurer, and director.
Concurrently, Mr. Wenping Luo, was appointed as our company's chief executive
officer and director. Mr. Bal-Tal and Weinstock's resignations were not the
result of any disagreements with our company regarding our operations, policies,
practices or otherwise.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The Directors and Officers currently serving our Company is as follows:
Name (1) Age Positions and Officers
-------- --- ----------------------
Wenping Luo 43 Chief Executive Officer and Director
The director named above will serve as director and executive officer of our
company until the next annual meeting of the stockholders or until his
respective resignation or until his successors have been elected and qualified.
Thereafter, directors are anticipated to be elected for one-year terms at the
annual stockholders' meeting. The executive officers of our company are
appointed by our board of directors and hold office until their death,
resignation or removal from office. Officers will hold their positions at the
discretion of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated.
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee of our company, indicating the person's principal occupation during
that period, and the name and principal business of the organization in which
such occupation and employment were carried out.
WENPING LOU - CHIEF EXECUTIVE OFFICER AND DIRECTOR
Mr. Wenping Luo has acted as our company's chief executive officer and director
since January 7, 2013. \ Mr. Luo graduated with bachelor degree from Wuhan
University in 1998. Mr. Luo has over 20 years of experience in food development,
processing, marketing, and wholesale and retail distributions. Mr. Luo has been
the founder and chairman of Laifeng Anpulo Food Development Group Co., Ltd since
2005. Laifeng Anpulo Food Development Group Co., Ltd. engages in processing and
distribution of branded meat and food products in the People's Republic of
China.
22
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Our sole officer and director, Wenping Luo, is our only employee.
COMMITTEES OF THE BOARD
All proceedings of our board of directors were conducted by resolutions
consented to in writing by all the directors and filed with the minutes of the
proceedings of the directors. Such resolutions consented to in writing by the
directors entitled to vote on that resolution at a meeting of the directors are,
according to the corporate laws of the state of Nevada and the bylaws of our
company, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.
Our audit committee consists of our entire board of directors.
Our company currently does not have nominating, compensation committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our board of directors does
not believe that it is necessary to have such committees because it believes
that the functions of such committees can be adequately performed by our
directors.
Our company does not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. The
directors believe that, given the early stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. Our directors assess all candidates, whether submitted by
management or shareholders, and make recommendations for election or
appointment.
A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our president, at the address appearing
on the first page of this annual report.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that none of the members of our audit
committee qualifies as an "audit committee financial expert" as defined in Item
407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in
Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.
We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. We believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any material revenues to date. In addition, we currently do not have
nominating, compensation or audit committees or committees performing similar
functions nor do we have a written nominating, compensation or audit committee
charter. Our board of directors does not believe that it is necessary to have
such committees because it believes the functions of such committees can be
adequately performed by our board of directors.
POTENTIAL CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our board of directors. The board of directors has not established
an audit committee and does not have an audit committee financial expert, nor
has the board established a nominating committee. The board is of the opinion
that such committees are not necessary since our company is an early development
stage company and has only one director, and to date, such director has been
performing the functions of such committees. Thus, there is a potential conflict
of interest in that our sole director has the authority to determine issues
concerning management compensation, nominations, and audit issues that may
affect management decisions.
23
Other than as described above, we are not aware of any other conflicts of
interest of our executive officers and directors.
BOARD'S ROLE IN RISK OVERSIGHT
Our board of directors assesses on an ongoing basis the risks faced by our
company. These risks include financial, technological, competitive, and
operational risks. The board dedicates time at each of its meetings to review
and consider the relevant risks faced by our company at that time. In addition,
since our company does not have an audit committee, the board of directors is
also responsible for the assessment and oversight of our company's financial
risk exposures.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of our knowledge, none of our directors or executive officers has,
during the past ten years:
1. been convicted in a criminal proceeding or been subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
2. had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or business
association of which he was a general partner or executive officer,
either at the time of the bankruptcy filing or within two years prior
to that time;
3. been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction
or federal or state authority, permanently or temporarily enjoining,
barring, suspending or otherwise limiting, his involvement in any type
of business, securities, futures, commodities, investment, banking,
savings and loan, or insurance activities, or to be associated with
persons engaged in any such activity;
4. been found by a court of competent jurisdiction in a civil action or
by the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
5. been the subject of, or a party to, any federal or state judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a
civil proceeding among private litigants), relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order, or any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or
6. been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26)), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we have no
operations, at the present time, we believe the services of a financial expert
are not warranted.
24
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our shares
of common stock and other equity securities, on Forms 3, 4 and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish us with copies of
all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by our company,
or written representations from certain reporting persons that no Form 5's were
required for those persons, we believe that, during the fiscal year ended June
30, 2013, all filing requirements applicable to our officers, directors and
greater than 10% beneficial owners as well as our officers, directors and
greater than 10% beneficial owners of our subsidiaries were complied with.
CODE OF ETHICS
Our board of directors has not adopted a code of ethics due to the fact that we
presently only have one director and we are in the development stage of our
operations. We anticipate that we will adopt a code of ethics when we increase
either the number of our directors and officers or the number of our employees.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
(a) principal executive officer;
(b) each of our two most highly compensated executive officers who were
serving as executive officers at the end of the years our ended June
30, 2013 and 2012; and
(c) up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended June
30, 2013 and 2012,
who we will collectively refer to as the named executive officers of our
company, are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Wenping Luo(1) 2012 0 0 0 0 0 0 0 0
2013 0 0 0 0 0 0 0 0
Simon Bar-Tal(2) 2012 0 0 0 0 0 0 0 0
2013 0 0 0 0 0 0 0 0
Liby Weinstock(3) 2012 0 0 0 0 0 0 0 0
2013 0 0 0 0 0 0 0 0
----------
(1) Wenping Lou has acted as our chief executive officer and director since
January 7, 2013.
(2) Simon Bar-Tal resigned as our chief executive officer, president, chief
financial officer and director on January 7, 2013.
(3) Liby Weinstock resigned as our secretary, treasurer and director on January
7, 2013
25
None of our directors have received monetary compensation since our inception to
the date of this annual report. We currently do not pay any compensation to our
director serving on our board of directors.
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from our company with respect to any executive officer,
that would result in payments to such person because of his or her resignation,
retirement or other termination of employment with our company, or its
subsidiaries, any change in control, or a change in the person's
responsibilities following a change in control of our company.
STOCK OPTION PLAN
Currently, we do not have a stock option plan in favor of any director, officer,
consultant or employee of our company.
STOCK OPTIONS/SAR GRANTS
During our fiscal year ended June 30, 2013 there were no options granted to our
named officers or directors.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
No equity awards were outstanding as of the year ended June 30, 2013.
LONG-TERM INCENTIVE PLAN AWARDS
No awards under any long-term incentive plan were made from inception through
June 30, 2013 to any of the executive officers named in the Summary Compensation
Table.
DIRECTOR COMPENSATION
Directors are permitted to receive fixed fees and other compensation for their
services as directors. The board of directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to,
directors in such capacity.
We have determined that none of our directors are independent directors, as that
term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the SECURITIES
EXCHANGE ACT OF 1934, as amended, and as defined by Rule 4200(a)(15) of the
NASDAQ Marketplace Rules
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception. Upon the further development of our business, we will likely grant
options to directors and officers consistent with industry standards for
development stage companies.
EMPLOYMENT AGREEMENTS
Our company is not a party to any employment agreement and has no compensation
agreement with its sole officer and director, Wenping Luo.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the board of directors or a committee
thereof.
26
INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUITVE OFFICERS AND OTHER
MANAGEMENT
None of our directors or executive officers or any associate or affiliate of our
company during the last two fiscal years, is or has been indebted to our company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table lists, as of October 15, 2013, the number of shares of
common stock of our company that are beneficially owned by (i) each person or
entity known to our company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal stockholders and management is based
upon information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The percentages below are calculated based on 193,460,000 shares of our common
stock issued and outstanding as of October 15, 2013. We do not have any
outstanding warrants, options or other securities exercisable for or convertible
into shares of our common stock.
Name and Address of Number of Shares Percent of
Title of Class Beneficial Owner(1) Owned Beneficially Class Owned
-------------- ------------------- ------------------ -----------
Common Stock: Wenping Luo 151,000,000 78.1%
All executive officers
and directors as a group 151,000,000 78.1%
----------
(1) The address of Mr. Luo is c/o Anpulo Food Development, Inc. Hebaliang
Industry Park Hangkong Road Laifeng Country Enshi Autonomous Prefecture,
Hubei, China 445700.
CHANGES IN CONTROL
To our knowledge, there are no arrangements, including any pledge by any person
of our common stock that may result in a change in control of our company at a
future date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
During the year ended June 30, 2013, other than the amounts shown in our
financial statements, we had not entered into any transactions with our sole
officer or director, or persons nominated for these positions, beneficial owners
of 5% or more of our common stock, or family members of these persons wherein
the amount involved in the transaction or a series of similar transactions
exceeded the lesser of $120,000 or 1% of the average of our total assets for the
last three fiscal years.
27
The officer and director of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, the officer
and director of the Company may face a conflict in selecting between the Company
and his other business interests. The Company has not formulated a policy for
the resolution of such conflicts.
On October 4, 2010, the Company issued 100,000,000 common shares to a former
officer and director for cash consideration of $0.0001 per share, for net
proceeds of $10,000.
On January 18, 2011, the Company issued 50,000,000 common shares to its former
officers and directors for cash consideration of $0.0001 per share, for net
proceeds of $5,000.
On May 16, 2011, the Company issued 1,000,000 common shares to a former officer
and director for cash consideration of $0.0001per share, for net proceeds of
$100.
From time to time, the Company's officer advanced funds to the Company for
working capital purposes. These advances are non-interest bearing, unsecured and
payable on demand. At June 30, 2013, the Company's due to related party balance
amounted to $ 5,568.
DIRECTOR INDEPENDENCE
Our board of directors is currently comprised of one member, Mr. Wenping Luo,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market (our company has no plans to
list on the NASDAQ Global Market). The NASDAQ independence definition includes a
series of objective tests, such as that the director is not, and has not been
for at least three years, one of our employees and that neither the director,
nor any of his family members has engaged in various types of business dealings
with us. In addition, our board of directors has not made a subjective
determination as to our directors that no relationships exist which, in the
opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by our director and us with regard to our
director's business and personal activities and relationships as they may relate
to us and our management.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
The aggregate fees billed during the fiscal years ended June 30, 2013 and 2012
for professional services rendered by Weinberg & Baer LLC, with respect to the
audits of our 2013 and 2012 financial statements, as well as their quarterly
reviews of our interim financial statements and services normally provided by
the independent accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods, were as follows:
Year Ended
June 30, 2013 June 30, 2012
------------- -------------
$ $
Audit Fees 8,900 7,900
Audit Related Fees -- --
Tax Fees -- --
All Other Fees -- --
------ ------
Total 8,900 7,900
====== ======
28
In the above table, "audit fees" are fees billed by our company's external
auditor for services provided in auditing our company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.
PRE APPROVAL POLICIES AND PROCEDURES
We do not have a separately designated audit committee. The board of directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the board of directors either
before or after the respective services were rendered.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
------ -----------
(3) (I) ARTICLES OF INCORPORATION; (II) BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form S-1 filed on September 7, 2011)
3.2 Bylaws (incorporated by reference to our Registration Statement on Form
S-1 filed on September 7, 2011)
3.1 Articles of Merger (incorporated by reference to our Current Report on
Form 8-K filed on February 28, 2013)
3.2 Certificate of Change (incorporated by reference to our Current Report
on Form 8-K filed on February 28, 2013)
(10) MATERIAL CONTRACTS
10.1 Stock Purchase Agreement dated December 21, 2012 between our company,
Simon Bar-Tal, Liby Weinstock and Wenping Luo (incorporated by
reference to our Current Report on Form 8-K filed on January 10, 2013)
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
101** INTERACTIVE DATA FILES
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
----------
* Filed herewith.
** To be filed by amendment pursuant to Section 405(a)(2)(ii) of Regulation
S-T.
29
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized
ANPULO FOOD DEVELOPMENT, INC.
(Registrant)
Date: October 15, 2013 By: /s/ Wenping Luo
-----------------------------------------------
Name: Wenping Luo
Title: Chief Executive Officer and Director
(Principal Executive Officer, Principal
Financial and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ANPULO FOOD DEVELOPMENT, INC.
(Registrant)
Date: October 15, 2013 By: /s/ Wenping Luo
-----------------------------------------------
Name: Wenping Luo
Title: Chief Executive Officer and Director
(Principal Executive Officer, Principal
Financial and Principal Accounting Officer)
3
