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.
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.
ITEM 1A. RISK FACTORS
As a "smaller reporting company", we are not required to provide the information required by this Item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
As a "smaller reporting company", we are not required to provide the information required by this Item.
ITEM 2.
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.
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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
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.
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.
ITEM 6. SELECTED FINANCIAL DATA
As a "smaller reporting company", we are not required to provide the information required by this Item.
ITEM 7.
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.
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.
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
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.
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.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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
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
ANPULO FOOD DEVELOPMENT, INC. (FORMERLY KNOWN AS SPECIALIZER, INC.) (A Development Stage Company) BALANCE SHEETS
The accompanying notes are an integral part of these financial statements
ANPULO FOOD DEVELOPMENT, INC. (FORMERLY KNOWN AS SPECIALIZER, INC.) (A Development Stage Company) STATEMENT OF OPERATIONS
---------- a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements
ANPULO FOOD DEVELOPMENT, INC. (FORMERLY KNOWN AS SPECIALIZER, INC.) (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY
The accompanying notes are an integral part of these financial statements
ANPULO FOOD DEVELOPMENT, INC. (FORMERLY KNOWN AS SPECIALIZER, INC.) (A Development Stage Company) STATEMENT OF CASHFLOWS
The accompanying notes are an integral part of these financial statements
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
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.
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.
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.
ITEM 9.
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.
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.
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.
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.
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.
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.
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.
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.
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
---------- (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
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.
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.
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.
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.
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.
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 ====== ======
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.
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.
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)