Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

(Mark One)

☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

 

or

 

☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

or

 

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

or

 

☐  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

From the transition period from                        to                      

 

Commission file number: 000-54216

 

ANPULO FOOD, INC.  

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(Exact Name of Registrant as specified in its charter)

 

N/A

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(Translation of Registrant’s name into English)

 

British Virgin Islands		Hangkong Road, Xiangfeng Town, Laifeng County, Hubei, China
(Jurisdiction of Incorporation or Organization)		(Address of Principal Executive Offices)

 

Wenping Luo

Chief Executive Officer

Hangkong Road, Xiangfeng Town,

Laifeng County, Hubei, China

Tel: [phone]

E-mail: [e-mail]

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(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

  

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

None		None
(Title of each class)		(Name of exchange on which registered)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

Ordinary Shares, par value $0.001 per share		OTCQB
(Title of each class)		(Name of exchange on which registered)

 

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

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  (Title of Class)

  

 

 

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

As of May 16, 2016, 184,296,166 shares of ordinary shares, par value $0.001 per share, were issued and outstanding.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐     No  ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  ☐    No  ☒

 

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  ☒     No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒     No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions 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   ☒

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

US GAAP   ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board   ☐

Other   ☐

 

If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  Item 17   ☐     Item 18   ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes   ☐     No   ☒

 

 

 

 

 

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EXPLANATORY NOTE

 

This amendment No. 1 (“Amendment No. 1”) to our annual report on Form 20-F for the fiscal year ended December 31, 2015 (the “2015 Form 20-F”) hereby amends Item 7.B.—Related Party Transactions—Transactions with Related Persons—Share Buyback from Principal Stockholder, and Item 16.E.—   Purchases of Equity Securities by the Issuer and Affiliated Purchases. The 2015 Form 20-F was originally filed with the Securities and Exchange Commission on May 16, 2016 (the “Original Report”). This Amendment No. 1 is prepared for the sole purpose of clarifying the description of stock issuances described under the first paragraph under the heading “Share Buyback from Principal Stockholder” and amends and restates such paragraph in its entirety.

 

This Amendment No. 1 speaks as of the filing date of the Original Report. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the 2015 Form 20-F or reflect any events that have occurred since May 31, 2016.

 

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

PART 1

 

 

Item 7.     Major Shareholders and Related Party Transactions

B.           Related Party Transactions

 

Transactions with Related Persons

 

Share Buyback from Principal Stockholder

 

During the year of 2015, we had issued 61,126,166 shares of our common stock to various people in China for the purchase price of $0.11 per share.  Such shares were issued upon conversion of promissory notes issued by Laifeng Anpulo (Group) Food Development Co., Ltd. and Anpulo Group Hefeng Muye Development Co., Ltd, both PRC limited liability companies (the “Debtors”).  Such debt was issued by the Debtors during 2013 through 2015, and such debt was potentially in conflict with the Debtors obligations and rights under the various agreements described in Item 4.A.—Information on the Company—History and Development of the Company—Corporate History.   The capital collected from new share issuances would be used to buy back our outstanding preferred stock at approximately $0.09 per share. As the result of the issuances of our common stock and buy back transaction, we had bought back and canceled 78,370,000 shares of preferred stock as of December 31, 2015.

PART II

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchases

 

During the year of 2015, we had issued 61,126,166 shares of our common stock to various people in China for the purchase price of $0.11 per share. Such shares were issued upon conversion of promissory notes issued by Laifeng Anpulo (Group) Food Development Co., Ltd. and Anpulo Group Hefeng Muye Development Co., Ltd, both PRC limited liability companies (the “Debtors”).  Such debt was issued by the Debtors during 2013 through 2015, and such debt was potentially in conflict with the Debtors obligations and rights under the various agreements described in Item 4.A.—Information on the Company—History and Development of the Company—Corporate History.   The capital collected from new share issuances would be used to buy back our outstanding preferred stock at approximately $0.09 per share. As the result of the issuances of our common stock and buy back transaction, we had bought back and canceled 78,370,000 shares of preferred stock as of December 31, 2015.

Item 19.   Exhibits.

 

1.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 10 filed with the Securities and Exchange Commission on December 10, 2010, as amended.)
1.2		Certificate of Continuation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
1.3		Memorandum of Association and Articles of Association (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
3.1		Shareholders’ Voting Proxy Agreement dated September 22, 2013 (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.1		Share Exchange Agreement dated October 30, 2013(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.2		Equity Pledge Agreement dated September 22, 2013 (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.3		Exclusive Option Agreement dated September 22, 2013 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.4		Entrusted Management Agreement dated September 22, 2013 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.5		Employment Agreement between Laifeng Anpulo (Group) Food Development Co., Ltd. and Wenping Luo dated December 1, 2013 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.6		Employment Agreement between  Laifeng Anpulo (Group) Food Development Co., Ltd.  and Maochun Kang dated December 1, 2013 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.7		Form of Distribution Agreement with Specialty Retail Stores (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 of the Company filed on October 31, 2013, as amended, by the Company with the SEC).
4.8		Form of Securities Purchase Agreement.
8.1		List of Subsidiary. (incorporated by reference to Exhibit 8.1 to the Annual Report on Form 20-F of the Company filed on April 20, 2015).
12.1		Rule 13a – 14(a) Certification of Chief Executive Officer of the Company.
12.2		Rule 13a – 14(a) Certification of Chief Financial Officer of the Company.
13.1+		Rule 13a – 14(b) Certification of Chief Executive Officer of the Company.
13.2+		Rule 13a – 14(b) Certification of Chief Financial Officer of the Company.

  

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

 

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SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A, Amendment No. 1, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

	Anpulo Food, Inc.
July 1, 2016	By:	/s/ Wenping Luo
		Name: Wenping Luo
		Title: Chief Executive Officer
July 1, 2016	By:	/s/ Maochun Kang
		Name: Maochun Kang
		Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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