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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
   
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2013
 
or
 
o 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: 000-54216
 
Anpulo Food, Inc.
(Exact name of registrant as specified in its charter)
 
British Virgin Islands
 
N/A
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. employer identification number)
 
Hangkonglu, Xiangfengzhen,
Laifengxian, Hubei, China
 
N/A
(Address of principal executive offices)
 
(Zip Code)
 
(86) 718 628 8576
(Registrant’s telephone number, including area code)
 
 Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
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 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 o

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 o No 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.
 
Large accelerated filer
o
 
  
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
  
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 o No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: the registrant had 123,000,000 ordinary shares, par value $0.001 per share, issued and outstanding at March 14, 2014.
 


 
 

 
 
ANPULO FOOD, INC.
QUARTERLY REPORT ON FORM 10-Q
September 30, 2013
 
Table of Contents
 
 
Page
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
2
PART I     FINANCIAL INFORMATION
3
Item 1.
Financial Statements.
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
11
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
13
Item 4.
Controls and Procedures.
13
PART II    OTHER INFORMATION
14
Item 1.
Legal Proceedings.
14
Item 1A.
Risk Factors.
14
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
14
Item 3.
Defaults Upon Senior Securities.
14
Item 4.
Mine Safety Disclosures.
14
Item 5.
Other Information.
14
Item 6.
Exhibits.
14
SIGNATURE
15
 
 
 

 
 
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
 
This Quarterly Report on Form 10-Q contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
 
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
 
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.
 
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS QUARTERLY REPORT ON FORM 10-Q
 
Unless the context otherwise indicates, references in this report to the terms “we,” “us,” “our,” and the “Company” refer to Anpulo Food, Inc. (f/k/a Europa Acquisition VII, Inc.).
 
 
2

 
 
PART I     FINANCIAL INFORMATION
 
Item 1.
Financial Statements.
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
(A Development Stage Company)
 
BALANCE SHEETS
 
   
September 30,
   
June 30,
   
July 31,
 
    2013    
2013
   
2012
   
2013
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
       
ASSETS
                       
Total Assets
  $ -     $ -     $ -     $ -  
                                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                               
Current Liabilities
                               
Accounts payable
  $ -     $ 1,172     $ 3,035     $ 4,172  
Loan payable – related party
    2,834       59,003       33,339       -  
Total Liabilities
    2,834       60,175       36,374       4,172  
                                 
Stockholders’ Deficiency:
                               
Preferred stock ($0.001 par value, 500,000,000 shares authorized, none shares issued and outstanding on September 30, 2013, June 30, 2013, June 30, 2012 and July 31, 2013
    90,000       -       -       90,000  
Common stock ($0.001 par value, 1,000,000,000 shares authorized, 100,000 shares issued and outstanding on September 30, 2013, June 30, 2013, June 30, 2012 and July 31, 2013
    100       100       100       100  
Additional paid in capital
    21,813       21,813       21813       21,813  
Subscription receivable
    -       -       -       (25,338 )
Deficit accumulated during the development stage
    (114,747 )     (82,088 )     (58,287 )     (90,747 )
Total Stockholders’ Deficiency
    (2,834 )     (60,175 )     (36,374 )     (4,172 )
Total Liabilities and Stockholders’ Deficiency
  $ -     $ -     $ -     $ -  
 
See accompanying notes to financial statements.
 
 
3

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
(A Development Stage Company)
 
STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the Three Months
Ended
September 30,
   
For the
Period from
July 30, 2010
(Inception) to
September 30,
 
   
2013
   
2012
   
2013
 
Operating expenses
                 
Professional fees
 
$
32,000
   
$
515
   
$
87,989
 
General and administrative
   
659
     
3,166
     
26,758
 
Total operating expenses
   
32,659
     
3,681
     
114,747
 
                         
Other income (expense):
                       
Interest expenses
   
-
     
-
     
-
 
Total other income (expense)
   
-
     
-
     
-
 
                         
Loss from operations before income taxes
   
(32,659
)
   
(3,681
)
   
(114,747
)
Provision for income taxes
   
-
     
-
     
-
 
Net loss
 
$
(32,659
)
 
$
(3,681
)
 
$
(114,747
)
                         
Basic and diluted weighted average shares
   
100,000
     
100,000
         
Basic and diluted loss per share
 
$
(0.33
)
 
$
(0.04
)
       
 
See accompanying notes to financial statements.
 
 
4

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the Three Months
Ended
September 30,
   
For the
Period from 
July 30, 2010
(Inception) to
September 30,
 
   
2013
   
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
 
$
(32,659
)
 
$
(3,681
)
 
$
(114,747
)
Adjustments to reconcile net loss to net cash used in operating activities:
                       
In kind of contribution of services
   
-
     
-
     
5,800
 
Changes in operating assets and liabilities:
                       
Accounts payable
   
(1,172
)
   
(3,035
)
   
-
 
Net cash used in operating activities
   
(33,831
)
   
(6,716
)
   
(108,947
)
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Contribution of capital by principal stockholder
   
90,000
     
-
     
106,113
 
Increase from loan payable – related party
   
33,831
     
6,716
     
92,834
 
Repayment of loan payable – related party
   
(90,000
   
-
     
(90,000
Net cash provided by financing activities
   
33,831
     
6,716
     
108,947
 
NET INCREASE IN CASH
   
-
     
-
     
-
 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
-
     
-
     
-
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
-
   
$
-
   
$
-
 
                         
SUPPLEMENTAL DISCLOSURES:
                       
Cash paid during the period for:
                       
Interest expense paid
 
$
-
   
$
-
   
$
-
 
Income tax paid
 
$
-
   
$
-
   
$
-
 
 
See accompanying notes financial statements.
 
 
5

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 1—ORGANIZATION, BUSINESS AND OPERATIONS
 
Anpulo Food, Inc. (f/k/a Europa Acquisition VII, Inc.) (a development stage company) (the “Company” or “Anpulo”) was incorporated under the laws of the State of Nevada on July 30, 2010. The Company was organized to provide business services and financing to emerging growth entities.
 
On February 1, 2012, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) whereby the holders (the “Seller”) of all the common stock of the Company sold their shares to an individual (the “Buyer”) who is now in control of the Company. The Buyer subsequent to the Purchase agreement was appointed by the board of directors as the Company’s new Chief Executive Officer, Chief Financial Officer and Secretary and sole director pursuant to a written consent of directors. The Seller in conjunction with the Purchase Agreement resigned as the Company’s director, President and Secretary.
 
Effective February 9, 2012, the Company filed with the State of Nevada Certificate of Amendment of Certificate of Incorporation changing our name from Europa Acquisition VII, Inc., to Anpulo Food, Inc.
 
On June 25, 2012, the Company redomiciled from the State of Nevada to British Virgin Islands.
 
The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. 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.

Activities during the development stage include developing a business plan and raising capital. Until a Business Combination is completed, the sole stockholder anticipates funding the Company’s operating costs through the completion of a Business Combination. There is no assurance that the Company will be able to successfully complete a Business Combination.

On September 22, 2013, Laifeng Anpulo (Group) Food Development Co., Ltd. (“Anpulo Laifeng”), a PRC limited liability company, entered into an entrusted management agreement with Anpulo International Ltd.’s wholly owned subsidiary, Guangxiang Investment Consulting (Shanghai) Co., Ltd. (“Anpulo WFOE”), which provides that Anpulo WFOE will be entitled to the full guarantee for the performance of such entrusted management agreement entered into by Anpulo Laifeng. Anpulo International Ltd. (“Anpulo HK”) was incorporated in Hong Kong, People’s Republic of China (“PRC”) on May 30, 2012. Other than the equity interest in Anpulo WFOE, Anpulo HK does not own any assets or conduct any operations. Anpulo WFOE is also entitled to receive the residual return of Anpulo Laifeng.  As a result of the agreement, Anpulo WFOE will absorb 100% of the expected gains or losses of Anpulo Laifeng, which results in Anpulo WFOE being the primary beneficiary of Anpulo Laifeng.

Anpulo WFOE also entered into a pledge of equity agreement with the principal shareholders of Anpulo Laifeng (the “Principal Shareholders”), who pledged all their equity interest in the entity to Anpulo WFOE. The pledge of equity agreement, which were entered into by each Principal Shareholder, pledged each of the Principal Shareholders’ equity interest in Anpulo Laifeng as a guarantee for the entrustment payment under the Entrusted Management Agreements.

In addition, Anpulo WFOE entered into an option agreement to acquire the Principal Shareholders’ equity interest in these entities if or when permitted by the PRC laws.

Based on these exclusive agreements, Anpulo Laifeng will be treated as a variable interest entity (“VIE”) of Anpulo HK as required by generally accepted accounting principles in the United States (“US GAAP”), because Anpulo HK is the primary beneficiary of the VIE. The profits and losses of Anpulo Laifeng are allocated based upon the Entrusted Management Agreement.

On October 30, 2013, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Anpulo International Ltd. (“Anpulo HK”). Pursuant to the terms of the Exchange Agreement, the shareholders of Anpulo HK transferred to Anpulo all of the Anpulo HK Shares in exchange for the issuance of 122,900,000 shares of Anpulo’s common stock (the “Share Exchange”). As a result of the Share Exchange, Anpulo HK became a wholly-owned subsidiary of Anpulo and the shareholders of Anpulo HK acquired approximately 99.92% of Anpulo’s issued and outstanding common stock.

The effect of the Share Exchange is such that effectively a reorganization of the entities has occurred for accounting purposes and is deemed to be a reverse acquisition. Subsequent to the Share Exchange the financial statements presented are those of a combined Anpulo HK and its subsidiaries, including its VIE, Anpulo Laifeng, as if the Share Exchange had been in effect retroactively for all periods presented. As previously noted the “Company” for financial statement purposes was the consolidation of Anpulo HK, Anpulo WFOE and Anpulo Laifeng. Subsequent to the Share Exchange the “Company” is referred to as the consolidation of Anpulo HK, Anpulo WFOE, Anpulo Laifeng and Anpulo, with Anpulo as the legal acquirer in Share Exchange, and subsequent to the Share Exchange the parent company of the consolidated entity.
 
In anticipation of the Exchange Agreement, the Company has decided to change their fiscal year end of July 31st to a calendar year end of December 31st to correspond to the calendar year end of Anpulo HK, who will control the ownership and management of the Company subsequent to the Exchange Agreement. Accordingly, the Company’s first quarterly report subsequent to their former fiscal year end of July 31st will be the quarter ended September 30, 2013 to reflect the change anticipated subsequent to the Exchange Agreement.
 
 
6

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 2—DEVELOPMENT STAGE COMPANY

The Company has not generated significant revenues to date; accordingly, the Company is considered a development stage enterprise as defined in Financial Accounting Standards Board No. 7, “Accounting and Reporting for Development Stage Companies.” The Company is subject to a number of risks similar to those of other companies in an early stage of development.
 
NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a working capital deficiency of $2,834 and an accumulated deficit of $114,747 as of September 30, 2013 and has incurred significant losses since inception. Further losses are anticipated in the development of an intended business plan. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected. Given the Company’s limited operating history, lack of sales, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company will depend almost exclusively on outside capital to complete the development of a business plan. Such outside capital will include proceeds from the issuance of equity securities and may include commercial borrowing. There can be no assurance that capital will be available as necessary to meet these development costs or, if the capital is available, that it will be on terms acceptable to the Company.

The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments.
 
Interim Financial Statements
 
These unaudited financial statements as of and for the three months ended September 30, 2013 and 2012, and for the period from July 30, 2010 (Inception) to September 30, 2013, reflect all adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

These interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the years ended July 31, 2013 and 2012 included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on October 23, 2012. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three month period ended September 30, 2013 are not necessarily indicative of results for the entire year ending July 31, 2014.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2013, June 30, 2013, June 30, 2012 and July 31, 2013, the Company had no cash equivalents.
 
Basic and Diluted Loss per Share

The Company reports loss per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method.  Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the three months ended September 30, 2013 and 2012. However, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to the Company’s net loss.
 
 
7

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Fair Value of Financial Instruments
 
Effective January 1, 2008, the Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
 
ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
 
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
 
The Company did not identify any assets and liabilities that are required to be presented on the balance sheets at fair value in accordance with the relevant accounting standards.
 
The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments.
 
Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.
 
 
8

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
 
The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company did not have any deferred tax assets or liabilities as of September 30, 2013, June 30, 2013, June 30, 2012 and July 31, 2013.
 
Recently Issued Accounting Pronouncements
 
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 4—LOAN PAYABLE – RELATED PARTY

At September 30, 2013, June 30, 2013, June 30, 2012 and July 31, 2013, related parties of the new principal shareholder subsequent to the Purchase Agreement, advanced $2,834, $59,003, $,33,339, and $0, respectively, to pay for accounting, legal, and filing expenses on behalf of the Company in exchange for a non-interest bearing note which is due on demand.
 
NOTE 5—STOCKHOLDERS’ DEFICIENCY

Stock Issued for Services

On July 30, 2010, the Company issued 100,000 shares of common stock to its founders having a fair value of $1,000 ($0.01/share) in exchange for services provided.

Amendment to Articles of Incorporation

On February 9, 2012, the Company amended its Articles of Incorporation to change its name to Anpulo Food, Inc.

On February 9, 2012 the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 500,000,000 preferred shares and 1,000,000,000 common shares at a par value of $0.001 per share, with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.

Loan Forgiven by Principal Stockholder on Company’s behalf

As of July 31, 2012, Europa Capital (a related party of the former controlling stockholders prior to the Purchase Agreement) forgave loans of $4,433 and this was recorded by the Company as contributed capital.

Expenses paid on Company’s behalf

During the year ended July 31, 2012, the former controlling stockholders (prior to the Purchase Agreement) assumed responsibility for $11,680 of accounts payable on the Company’s behalf, which was recorded as an in kind contribution of capital.

Preferred Stock

On July 30, 2013, 90 million shares of preferred stock were issued at a price of $0.001 per share to Mr. Wenping Luo, the Company's sole shareholder/director for $90,000, of which $64,662 was received on July 30, 2013 and was used to pay off loans from two related parties, and the balance of $25,338 was subsequently received on August 13, 2013 and was put into an escrow account with the Company's attorney for services to be received. These preferred stocks are blank check preferred stocks with no voting rights and preferences since the designation has not been filed.
 
 
9

 
 
ANPULO FOOD, INC.
(f/k/a Europa Acquisition VII, Inc.)
 (A Development Stage Company)
 
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 6—GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with limited operations. The Company has a net loss of $114,747 from inception, a working capital deficit and stockholders’ deficiency of $2,834, $60,175, $36,374, and $4,172 at September 30, 2013, June 30, 2013, June 30, 2012, and July 31, 2013, and used $108,947 cash in operations from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management intends to provide the Company with additional loans as needed and is seeking a merger target to implement its strategic plans. Management feels these actions provide the opportunity for the Company to continue as a going concern.
 
 
10

 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operation

Prior to October 30, 2013, 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 was to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We did not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believed that there were 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.

From our inception on July 30, 2010 to October 30, 2013, we were in the development stage and had negative working capital, negative stockholders’ equity and had not earned any revenues from operations. These conditions raised substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern was dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
 
Recent Development

On October 30, 2013, we acquired all of the outstanding shares of Anpulo International Limited, a holding company formed in Hong Kong (“Anpulo HK”), in exchange for the issuance by us of an aggregate of 122,900,000 restricted ordinary shares to the shareholders of Anpulo HK. As a result of our share exchange with Anpulo HK, which is commonly referred to as a “reverse acquisition,” Anpulo HK became our wholly owned subsidiary. By acquiring Anpulo HK, we assumed its business operations and became engaged in the business of processing, distributing and marketing pork and cured pork products in the People’s Republic of China, (the “PRC” or “China”).
 
Corporate History

Change in Control of Company

On February 1, 2012, the Company, its prior shareholders and Wenping Luo entered into a Stock Purchase Agreement (the “Purchase Agreement”). In accordance with the Purchase Agreement the prior stockholders sold all 100,000 ordinary shares the Company they then held to Mr. Luo for $25,000. The Company did not receive any proceeds from the transaction.

Concurrently with the Purchase Agreement, on February 1, 2012, Peter Coker resigned from his positions as the Company’s President and Director of the Company, and the purchaser Wenping Luo was appointed as the Company’s President, Chief Executive Officer, and the sole director.

Name Change and Increase of Authorized Shares

On February 9, 2012, the Company’s board of directors and a majority of the shareholders of the Company approved (i) the change of the Company’s name from Europa Acquisition VII, Inc. to Anpulo Food, Inc.; (ii) an increase in authorized shares of the Company’s common stock, par value $0.001 per share, from one hundred million (100,000,000) to one billion (1,000,000,000) shares; and (iii) an increase in the Company’s preferred stock, par value $0.001 per share, from ten million (10,000,000) to five hundred million (500,000,000) shares. On February 10, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation to effect the change of the Company’s name to Anpulo Food, Inc. and increase the authorized shares of common stock and preferred stock.

Re-domicile

On June 25, 2012, the Company re-domiciled from the State of Nevada to British Virgin Islands.
 
 
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Results of Operation

We have not had any operating income from inception to September 30, 2013. For the three months ended September 30, 2013 and 2012 we incurred a net loss of $32,659 and $3,681, respectively. From inception to September 30, 2013, we incurred a net loss of $114,747. Expenses for the period from inception to September 30, 2013 were comprised of costs mainly associated with legal, accounting and office expense.
  
Liquidity and Capital Resources

At September 30, 2013, we had cash of $0. Before we effected the reverse acquisition on October 30, 2013, we intended to rely upon the issuance of common stock and loans from shareholder to fund administrative expenses pending acquisition of an operating company. However, our shareholder was under no obligation to provide such funding.

As discussed above, we incurred a net loss of $32,659 and $3,681, respectively, for the three months ended September 30, 2013 and 2012. Cash used in operating activities during the three months ended September 30, 2013 and 2012 was $33,831 and $6,716, respectively. As of September 30, 2013, June 30, 2013, June 30, 2012, and July 31, 2013, we had a stockholders’ deficiency of $2,834, 60,175, 36,374, and $4,172. Accordingly, there was substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern was dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
Management believes that actions that were taken to obtain additional funding and implement its strategic plans provided the opportunity for the Company to continue as a going concern.
  
Wenping Luo, the sole director and officer of the Company, supervised the search for target companies as potential candidates for a business combination. Wenping Luo paid, at his own expense, any costs he incurs in supervising the search for a target company, although he was under no obligation to do so.

Recently Issued Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, we have not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

Off Balance Sheet Items

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
 
 
any obligation under certain guarantee contracts,
 
 
any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
 
 
any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and
 
 
any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
 
 
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Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application.

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4.
Controls and Procedures.

Evaluation of our Disclosure Controls

As of the end of the period covered by this Report on Form 10-Q, our principal executive officer and principal financial officer has evaluated the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed 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. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
Based upon his controls evaluation, our management, including the Chief Executive Officer and Chief Financial Officer has concluded that our Disclosure Controls are not effective as of the end of the period covered by this report, due to a material weakness identified below.

During this evaluation, the Company identified a material weakness in its internal control over financial reporting. 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 annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weakness consists of, as of the end of the period covered by this report, limited resources and limited number of employees, namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls.
 
 
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Based on our assessment and the criteria discussed above, our management, including the Chief Executive Officer and Chief Financial Officer has concluded that, as of September 30, 2013, the Company’s internal control over financial reporting was not effective as a result of the aforementioned material weakness.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the period covered by this Report that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II    OTHER INFORMATION

Item 1.
Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.
Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

 
None.

Item 3.
Defaults Upon Senior Securities.

 
None.
 
Item 4.
Mine Safety Disclosures.
 
 
Not Applicable.
 
Item 5.
Other Information.
 
 
None.
 
Item 6.
Exhibits.
 
Exhibit
Number
 
Document
31.1
 
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
 
Certification of the Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
+In accordance with SEC Release 3308238, Exhibit 32.1 is being furnished with this report
 
 
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SIGNATURES
 
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, there unto duly authorized.
 
 
ANPULO FOOD, INC.
 
       
Date: March 14, 2014
By
/s/ Wenping Luo
 
   
Wenping Luo
 
   
President and Chief Executive Officer
   
(Duly Authorized Officer and Principal Executive Officer)
 
       
Date: March 14, 2014
By
/s/ Maochun Kang
 
   
Maochun Kang
 
   
Chief Financial Officer
   
(Duly Authorized Officer and Principal Financial and Accounting Officer)
 
 
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