Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended June 30, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 333-176715
ANPULO FOOD DEVELOPMENT, INC.
(Exact name of registrant as specified in its Charter)
Nevada 90-0617781
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hebaliang Industry Park Hangkong Road Laifeng Country Enshi
Autonomous Prefecture, Hubei, China 445700
(Address of principal executive offices) (Zip code)
Tel: 86-718-6288576
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of class)
Indicate by check mark whether the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The aggregate market value of Common Stock held by non-affiliates of the
Registrant on December 31, 2013 was $Nil based on a $Nil average bid and asked
price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.
As of October 15, 2013 there were 193,460,000 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to
our annual report on Form 10-K for the period ended June 30, 2013 (the "Form
10-K"), filed with the Securities and Exchange Commission on October 15, 2013
(the "Original Filing Date"), to furnish Exhibit 101 to the Form 10-K in
accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the
following materials from our Form 10-K, formatted in XBRL (eXtensible Business
Reporting Language):
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Schema
101.CAL XBRL Taxonomy Calculation Linkbase
101.DEF XBRL Taxonomy Definition Linkbase
101.LAB XBRL Taxonomy Label Linkbase
101.PRE XBRL Taxonomy Presentation Linkbase
This Amendment speaks as of the Original Filing Date, does not reflect events
that may have occurred subsequent to the Original Filing Date, and does not
modify or update in any way disclosures made in the Form 10-K. No other changes
have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as
Exhibit 101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the certifications required pursuant to the rules
promulgated under the Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original
Report, have been amended, restated and re-executed as of the date of this
Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
2
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.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
3
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 16, 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 16, 2013 By: /s/ Wenping Luo
-----------------------------------------------
Name: Wenping Luo
Title: Chief Executive Officer and Director
(Principal Executive Officer, Principal
Financial and Principal Accounting Officer)
