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~~EXCHANGE ~~the~~ACT ~~quarterly~~OF ~~period ended September 30, 2013~~1934

For the quarterly period ended June 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

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~~August 1413, 2014.

ANPULO FOOD, INC.

QUARTERLY REPORT ON FORM 10-Q

~~September~~June 30, ~~2013~~2014

Table of Contents

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION		2
PART I FINANCIAL INFORMATION		F-2
PART I FINANCIAL INFORMATION		3
Item 1.	Financial Statements.	F-2 - F-23
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	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~~In ~~the context otherwise indicates, references in~~ this report, to the terms “weAnpulo,” “usCompany,” “~~our~~we,” “us,” and ~~the~~ “~~Company~~our,” refer to Anpulo Food, Inc., and its wholly-owned subsidiary Anpulo International Limited, a holding company formed in Hong Kong (~~f/k/~~“Anpulo HK”), Anpulo HK’s wholly-owned subsidiary Guangxiang Investment Consulting Co., Ltd., a ~~Europa~~limited ~~Acquisition~~liability ~~VII~~company located in Shanghai, China ~~Inc~~(“Anpulo WFOE”), and our variable interest entity Laifeng Anpulo (Group) Food Development Co., Ltd. (“Anpulo Laifeng”).

PART I FINANCIAL INFORMATION

Item 1.

Financial Statements.

~~ANPULO~~Anpulo ~~FOOD,~~Food ~~INC~~Inc. and Subsidiaries

~~(f/k/a~~Consolidated Balance ~~Europa Acquisition VII, Inc.)~~Sheets

(A Development Stage Company)

	June 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,589,144		$	667,024
Investment - held for trading		32,675			32,914
Accounts receivable, net		2,070,107			2,926,323
Inventories		998,199			1,226,176
Advances to suppliers		262,832			255,879
Advance for real estate purchase		81,232			-
Prepaid expenses		-			57,989
Due from related party		1,214,241			152,371
Other receivables, net		39,662			499,303
Restricted assets		64,986			130,924
Other current assets		2,608,246			729,355
Total Current Assets		8,961,324			6,678,258

Long-term prepaid expenses, net		365,780			377,950
Plant and equipment, net of accumulated depreciation		7,460,495			7,792,943
Construction in progress		28,431			2,142,989
Intangible assets, net		3,465,904			3,532,230

Total Assets	$	20,281,934		$	20,524,370

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Short-term loans		15,629,062		$	15,416,339
Accounts payable and accrued payables		424,711			415,504
Advances from customers		90,515			59,784
Due to related party		24,029			-
Other payables		179,368			201,877
Total Current Liabilities		16,347,685			16,093,504

Stockholders' Equity:
Preferred stock ($0.001 par value, 500,000,000 shares authorized, 90,000,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively)		90,000			90,000
Common stock ($0.001 par value, 1,000,000,000 shares authorized, 123,000,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively)		123,000			123,000
Additional paid in capital		5,413,172			5,413,172
Statutory surplus reserves		-			-
Accumulated deficit		(2,532,486	)		(2,067,646	)
Accumulated other comprehensive income		840,563			872,340
Total Stockholders' Equity		3,934,249			4,430,866
Total Liabilities and Stockholders' Equity	$	20,281,934		$	20,524,370

~~BALANCE~~See accompanying ~~SHEETS~~notes to consolidated financial statements

	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.

~~ANPULO~~Anpulo Food ~~FOOD, INC~~Inc. and Subsidiaries

~~(f/k/a~~Consolidated Statements ~~Europa~~of ~~Acquisition~~Operations ~~VII,~~and ~~Inc.)~~Comprehensive Income

(~~A Development Stage Company~~Unaudited)

STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013

Sales	$	3,519,231		$	4,238,137		$	7,896,072		$	8,772,014
Cost of goods sold		2,743,732			3,361,782			6,232,633			7,062,253
Gross profit		775,499			876,355			1,663,439			1,709,761

Operating expenses:
General and administrative expenses		418,369			597,262			1,023,183			1,002,817
Selling expenses		571,874			537,032			1,219,321			1,049,752
Total operating expenses		990,243			1,134,294			2,242,504			2,052,569

Loss from operations		(214,744	)		(257,939	)		(579,065	)		(342,808	)

Other income (expense):
Interest expense		(220,497	)		(220,862	)		(448,947	)		(417,965	)
Subsidy income - Interest expense		57,557			-			524,080			-
Subsidy income		-			13,445			27,623			117,509
Other income (expense)		13,671			(3,454	)		11,469			21,713
Total other income (expense)		(149,269	)		(210,871	)		114,225			(278,743	)

Loss before income taxes		(364,013	)		(468,810	)		(464,840	)		(621,551	)

Income taxes		-			-			-			-
Net loss		(364,013	)		(468,810	)		(464,840	)		(621,551	)

Other comprehensive income:
Unrealized foreign currency translation adjustment		5,761			72,175			(31,777	)		100,370

Comprehensive loss	$	(358,252	)	$	(396,635	)	$	(496,617	)	$	(521,181	)

Loss per share - basic and diluted:
Weighted-average shares outstanding, basic and diluted		123,000,000			122,900,000			123,000,000			122,900,000

Loss per share - Basic & diluted	$	-		$	-		$	-		$	(0.01	)

~~(UNAUDITED)~~See accompanying notes to consolidated financial statements

	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.

~~ANPULO~~Anpulo Food ~~FOOD, INC~~Inc. and Subsidiaries

~~(f/k/a~~Consolidated Statements ~~Europa~~of ~~Acquisition~~Cash ~~VII, Inc.)~~Flows

(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,
	For the Six Months Ended June 30,
	2013			2012			2013
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(32464,~~659~~840	)	$	(3621,~~681~~551	)	$	~~(114,747~~	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
In kind of contribution of services		-			-			5,800
Depreciation and amortization		476,946			412,711
Changes in operating assets and liabilities:
Bad debt expense		169,511			97,201
Accounts payable		(1,172	)		(3,035	)		-
Written of advances to suppliers		-			13,814
Net cash used in operating activities		(33,831	)		(6,716	)		(108,947	)
Changes in operating assets and liabilities:
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts receivable		667,515			2,747
Contribution of capital by principal stockholder		90,000			-			106,113
Inventories		219,606			31,106
Increase from loan payable – related party		33,831			6,716			92,834
Advances to suppliers		(8,838	)		(322,678	)
Repayment of loan payable – related party		(90,000	)		-			(90,000	)
Other receivables		457,158			(2,385,275	)
Net cash provided by financing activities		33,831			6,716			108,947
Other current assets		(1,888,956	)		(353,087	)
NET INCREASE IN CASH		-			-			-
Prepaid expenses		-			(24,040	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		-			-			-
Restricted assets		65,150			-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	-		$	-		$	-
Accounts payable and accrued payables		11,547			(175,801	)
SUPPLEMENTAL DISCLOSURES:
Advances from customers		31,245			(9,065	)
Cash paid during the period for:
Other payables		(21,093	)		(19,671	)
Interest expense paid	$	-		$	-		$	-
Total adjustments		179,791			(2,732,038	)
Income tax paid	$	-		$	-		$	-
Net cash used in operating activities		(285,049	)		(3,353,589	)
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in held for sale investment		-			(32,233	)
Prepayment for real estate purchase		(81,437	)		-
Increase in construction in progress		(761,839	)		(323,265	)
Proceeds from disposal of construction in progress		1,954,493			-
Purchase of plant and equipment		(28,772	)		(353,075	)
Net cash provided by (used in) investing activities		1,082,445			(708,573	)
CASH FLOWS FROM FINANCING ACTIVITIES
Due from related party		(251,291	)		3,829,239
Due to related party		24,089			38,370
Repayment of short-term loans		(5,374,855	)		(2,307,877	)
Proceeds from short-term loans		5,700,604			3,590,031
Net cash provided by financing activities		98,547			5,149,763
EFFECT OF EXCHANGE RATE CHANGES ON CASH		26,177			20,119
NET INCREASE IN CASH		922,120			1,107,720
CASH, BEGINNING OF YEAR		667,024			407,323
CASH, END OF YEAR	$	1,589,144		$	1,515,043
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest paid	$	456,495		$	423,577
Income tax paid	$	-		$	-

See accompanying notes to consolidated financial statements.

ANPULO FOOD, INC. AND SUBSIDIARIES

(f/k/a Europa Acquisition VII, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 1—ORGANIZATION, BUSINESS AND OPERATIONS

Laifeng Anpulo ~~Food, Inc.~~ (~~f/k/a~~Group) ~~Europa~~Food ~~Acquisition~~Development ~~VII~~Co., ~~Inc~~Ltd.) (~~a development stage company) (~~the “Company” or “Laifeng Anpulo”) was ~~incorporated~~registered ~~under~~as a privately owned company on March 3, 2005 in the ~~laws~~People’s Republic of China (the ~~State~~“PRC”). The Company’s business operations consist of ~~Nevada~~processing onand ~~July~~distributing ~~30,~~pork ~~2010~~products. The Company ~~was~~also ~~organized~~engages toin ~~provide~~the ~~business~~research ~~services~~and development, manufacturing and ~~financing~~distribution of chilled pork, frozen pork and prepared meats. The Company distributes its products to ~~emerging~~the ~~growth~~clients ~~entities~~mainly in Hubei and Hunan Province.

OnThe consolidated ~~February~~financial 1,statements ~~2012,~~include the ~~Company~~financial ~~entered~~statements ~~into~~of aAnpulo ~~Stock~~Food, ~~Purchase~~Inc. ~~Agreement~~ (~~the~~referred ~~“Purchase~~to ~~Agreement~~herein as “Anpulo”); its ~~whereby~~wholly-owned ~~the~~subsidiary, ~~holders~~Anpulo ~~(the~~International Limited, a Hong Kong limited liability company (“~~Seller~~Anpulo HK”); ofAnpulo HK’s ~~all~~wholly-owned ~~the~~subsidiary, ~~common~~Guangxiang ~~stock~~Investment ofConsulting ~~the~~Co., ~~Company~~Ltd., ~~sold~~a ~~their~~Chinese ~~shares~~limited toliability ancompany ~~individual~~and ~~(the~~a wholly foreign owned entity (“~~Buyer~~Anpulo WFOE”); ~~who~~Anpulo isWFOE’s ~~now~~variable ininterest ~~control~~entity, ofLaifeng ~~the~~Anpulo ~~Company.~~(Group) ~~The~~Food ~~Buyer~~Development Co., ~~subsequent~~Ltd., toa ~~the~~Chinese ~~Purchase~~limited ~~agreement~~liability ~~was~~company ~~appointed~~(“Anpulo byLaifeng” or the ~~board~~“VIE”), ofwhere ~~directors~~Anpulo asWFOE is deemed the ~~Company~~primary beneficiary. All of Anpulo’s ~~new~~operations ~~Chief~~are ~~Executive~~conducted ~~Officer,~~by ~~Chief~~Anpulo ~~Financial~~Laifeng ~~Officer~~whose ~~and~~results ~~Secretary~~of operations are consolidated into those of Anpulo. Anpulo HK and ~~sole~~Anpulo ~~director~~WFOE ~~pursuant~~are tosometimes areferred ~~written~~to ~~consent~~as ofthe ~~directors~~“subsidiaries”. ~~The~~Anpulo, ~~Seller~~its inconsolidated subsidiaries ~~conjunction~~and ~~with~~Anpulo ~~the~~Laifeng ~~Purchase~~are ~~Agreement~~collectively ~~resigned~~referred to herein as the “Company~~’s director~~”, ~~President~~“we” and ~~Secretary~~“us”, unless specific reference is made to an entity.

~~Effective~~Anpulo is ~~February~~a 9holding company incorporated under the laws of the State of Nevada on July 30, 2010. On June 25, 2012, the Company ~~filed~~redomiciled from ~~with~~ the State of Nevada ~~Certificate~~to ofBritish ~~Amendment~~Virgin ofIslands. ~~Certificate~~The Company is engaged in processing, distributing and marketing fresh pork and cured pork products in the People’s Republic of ~~Incorporation~~China, ~~changing~~(the ~~our~~“PRC” ~~name~~or “China”). The Company does not raise hogs, but instead purchase live hogs from ~~Europa~~farms ~~Acquisition~~or ~~VII~~individual pig farmers in Laifeng County and its neighboring area in China for slaughtering, ~~Inc~~processing and curing. Its wholly owned subsidiary, toAnpulo HK, was incorporated in Hong Kong in May 2012 as a limited liability company. Other than its equity interest in Anpulo ~~Food~~HK, ~~Inc~~Anpulo does not own any assets or conduct any operations.

On In June 252013, ~~2012~~Anpulo HK established a wholly owned subsidiary, ~~the~~Guangxiang ~~Company~~Investment ~~redomiciled~~Consulting ~~from~~Co., Ltd. (“Anpulo WFOE”), in Shanghai, China. Other than the ~~State~~equity ofinterest ~~Nevada~~in toAnpulo ~~British~~WFOE, ~~Virgin~~Anpulo ~~Islands~~HK does not own any assets or conduct any operations.

~~The~~Anpulo WFOE ~~Company~~conducts ~~was~~its 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~~through ~~for~~Anpulo ~~the combination of that target company with us. The combination will normally take the form of a merger~~Laifeng, ~~stock-~~which ~~for-stock~~is ~~exchange~~consolidated oras ~~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~~variable ~~reorganization~~interest ~~under Section 351 or Section 368 of the Internal Revenue Code of 1986~~entity, as ~~amended.~~discussed ~~No assurances can be given that it will be successful in locating or negotiating with any target company~~below.

~~Activities~~Chinese laws ~~during~~and ~~the~~regulations ~~development~~currently ~~stage~~do ~~include~~not ~~developing a~~prohibit ~~business~~or ~~plan~~restrict ~~and~~foreign ~~raising~~ownership ~~capital~~in hog breeding businesses. ~~Until~~ aHowever, ~~Business~~Chinese ~~Combination~~laws and isregulations ~~completed~~do prevent direct foreign investment in certain industries. On December 1, ~~the~~2009, ~~sole~~to ~~stockholder anticipates funding~~protect the Company’s stockholders ~~operating~~from ~~costs~~possible ~~through~~future foreign ownership restrictions, Anpulo Laifeng and all of the ~~completion~~ stockholders of aAnpulo ~~Business~~Laifeng (“Principal ~~Combination.~~Stockholders”) ~~There~~entered isinto noan ~~assurance~~Entrusted ~~that~~Management Agreement (the ~~Company~~“EMA”) with Anpulo WFOE, which provides that Anpulo WFOE will be ~~able~~fully and exclusively responsible for the management of Anpulo Laifeng. Anpulo WFOE is also entitled to ~~successfully~~receive ~~complete~~the residual return of Anpulo Laifeng. As a ~~Business~~result ~~Combination~~of the agreement, Anpulo WFOE will absorb 100% of the expected losses and gains of Anpulo Laifeng, which results in Anpulo WFOE being the primary beneficiary of Anpulo Laifeng.

OnAnpulo WFOE ~~September~~also ~~22,~~entered ~~2013,~~into ~~Laifeng~~a ~~Anpulo~~Pledge ~~(Group)~~of ~~Food~~Equity ~~Development~~Agreement ~~Co., Ltd.~~ (~~“Anpulo~~the ~~Laifeng~~“PEA”), awith ~~PRC~~the ~~limited~~Principal ~~liability company~~Stockholders, ~~entered~~who ~~into~~pledged anall ~~entrusted~~their equity ~~management~~interest ~~agreement~~in ~~with~~these ~~Anpulo~~entities ~~International~~to ~~Ltd.’s~~Anpulo ~~wholly owned subsidiary, Guangxiang Investment Consulting (Shanghai) Co~~WFOE., ~~Ltd.~~The ~~(“Anpulo WFOE”)~~PEA, which ~~provides~~was ~~that Anpulo WFOE will be entitled to the full guarantee for the performance of such entrusted management agreement~~ entered into by ~~Anpulo~~each ~~Laifeng.~~Principal ~~Anpulo International Ltd. (“Anpulo HK”) was incorporated in Hong Kong~~Shareholder, ~~People’s~~pledged ~~Republic~~ each of ~~China~~the ~~(“PRC”)~~Principal onStockholders’ ~~May 30, 2012. Other than the~~ equity interest in Anpulo WFOE, ~~Anpulo~~as ~~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~~guarantee offor the ~~agreement,~~entrustment ~~Anpulo~~payment ~~WFOE~~under ~~will absorb 100% of~~ the ~~expected gains or losses of Anpulo Laifeng, which results in Anpulo WFOE being the primary beneficiary of Anpulo Laifeng~~EMA.

~~Anpulo~~In addition, ~~WFOE~~Entrusted ~~also~~Management WFOE entered into aan ~~pledge~~Option ofAgreement ~~equity agreement with the principal shareholders of Anpulo Laifeng~~ (the “~~Principal Shareholders~~OA”), ~~who pledged all their equity interest in the entity~~ to ~~Anpulo~~acquire ~~WFOE. The pledge of equity agreement, which were entered into by each Principal Shareholder, pledged each of~~ the Principal ~~Shareholders~~Stockholders’ equity interest in ~~Anpulo~~these ~~Laifeng~~entities asif aor ~~guarantee~~when ~~for~~permitted ~~the~~by ~~entrustment payment under~~ the ~~Entrusted~~PRC ~~Management Agreements~~laws.

InCollectively, the ~~addition~~EMA, ~~Anpulo~~PEA ~~WFOE~~and ~~entered~~OA ~~into~~are anreferred ~~option~~to ~~agreement~~as tothe ~~acquire~~Exclusive Agreements, based upon which the ~~Principal~~Company ~~Shareholders’~~consolidates ~~equity~~the variable interest entity, Anpulo Laifeng, as required by generally accepted accounting principles in ~~these~~the ~~entities~~United ifStates or(“US ~~when~~GAAP”), because ~~permitted~~the byCompany is the ~~PRC~~primary ~~laws~~beneficiary of the VIE. The profits and losses of Anpulo Laifeng are allocated to Anpulo WFOE and thus to the Company based upon the EMA.

~~Based~~On November on18, ~~these~~2012, ~~exclusive~~the ~~agreements~~Company entered into a cooperation agreement with the government of Laifeng County to build and operate a high end hotel. According to such agreement, ~~Anpulo~~we shall invest no less than RMB 30 million or approximate $4,760,000 in building a hotel in Laifeng ~~will~~County and, after the hotel is built we are entitled to operate the hotel and profit from the hotel operation for 20 years from October 1, 2012 to September 30, 2032. After September 30, 2032, the title of the hotel shall be ~~treated~~transferred to asthe aLaifeng ~~variable~~County ~~interest~~and ~~entity~~the Laifeng County shall not be liable for any debts associated with the hotel. As of April 20, 2014 (~~“VIE”~~disposal date) ofand ~~Anpulo~~December HK31, as2013, ~~required~~the byCompany ~~generally~~had ~~accepted~~invested ~~accounting~~$2,761,893 ~~principles~~(or RMB 17 million) and $2,142,989 in the ~~United~~hotel ~~States~~construction and may need additional $2.95 million capital to complete this construction. On April 20, 2014, the Company assigned and transferred all of our rights and obligations under the cooperation agreement to Laifeng Fengming Manor Hotel Management Co., Ltd. (“~~US GAAP~~Fengming”), for ~~because~~approximately ~~Anpulo~~$2.7 HKmillion or RMB 17 million. No gain or loss was recognized from this transaction. Fengming is ~~the~~owned ~~primary~~by ~~beneficiary~~Mr. Junyi ofLuo, ~~the~~Mr. ~~VIE~~Wenping Luo’s son. Mr. Wenping Luo does neither have any direct or indirect investment in Fengming nor hold any management position in Fengming. The ~~profits~~Company ~~and~~had ~~losses~~collected RMB 12 million or $1,954,493 from Fengming on May 2014. The remaining balance of ~~Anpulo~~RMB ~~Laifeng~~5 ~~are~~million ~~allocated~~or ~~based~~$845,595 ~~upon~~is ~~the~~scheduled ~~Entrusted~~to ~~Management~~be ~~Agreement~~collected before April 30, 2015.

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.

ANPULO FOOD, INC. AND SUBSIDIARIES

(f/k/a Europa Acquisition VII, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—~~DEVELOPMENT~~SUMMARY ~~STAGE~~OF ~~COMPANY~~SIGNIFICANT ACCOUNTING POLICIES

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 accompanying consolidated financial statements have been prepared onin ~~the~~conformity ~~basis~~with ofUS aGAAP. ~~going~~The ~~concern~~basis ~~which contemplates the realization~~ of ~~assets~~accounting ~~and~~differs from ~~the~~that ~~satisfaction~~used ~~of liabilities~~ in the ~~normal~~statutory ~~course~~accounts of ~~business.~~the ~~The~~ Company ~~has a working capital deficiency of $2~~,~~834~~ ~~and~~which ~~an accumulated deficit of $114,747 as of September 30, 2013 and has incurred significant losses since inception. Further losses~~ are ~~anticipated~~prepared in ~~the~~accordance ~~development~~with ~~of an intended business plan. If~~ the ~~Company~~accounting isprinciples ~~unable~~of ~~to obtain financing in~~ the PRC ~~amounts~~(“PRC ~~and on terms deemed acceptable, the business and future success may be adversely affected~~GAAP”). ~~Given~~The ~~the~~ Company’s ~~limited~~functional ~~operating~~currency ~~history,~~is ~~lack~~the ofChinese ~~sales,~~Renminbi ~~and~~(“RMB”); ~~its~~however ~~operating~~the accompanying ~~losses,~~consolidated ~~there~~financial ~~can~~statements behave nobeen ~~assurance~~translated ~~that~~and itpresented ~~will~~in beUnited ~~able~~States toDollars ~~achieve or maintain profitability~~(“USD”). All ~~Accordingly,~~significant ~~these~~intercompany ~~factors~~transactions ~~raise~~and ~~substantial~~balances ~~doubt~~have ~~about~~been ~~the Company’s ability to continue as a going concern~~eliminated.

~~The~~As reflected in the accompanying financial statements, the Company ~~will~~has ~~depend~~accumulated ~~almost~~deficit ~~exclusively~~of on$2,532,486, ~~outside~~a working capital todeficit and ~~complete~~cash ~~the~~outflow ~~development~~from operating activities of $7,386,361 and $285,049 at June 30, 2014. This raises substantial doubt about its ability to continue as a ~~business~~going ~~plan~~concern. ~~Such~~The ~~outside~~ability ~~capital~~of ~~will~~the ~~include~~Company ~~proceeds~~to ~~from~~continue as a going concern is dependent on the ~~issuance~~Company’s ability ofto ~~equity~~raise ~~securities~~additional capital and ~~may~~implement ~~include~~its ~~commercial~~business ~~borrowing~~plan. ~~There~~The ~~can~~financial bestatements nodo ~~assurance~~not ~~that~~include ~~capital~~any ~~will~~adjustments that might be ~~available~~necessary asif ~~necessary~~the Company is unable to ~~meet~~continue ~~these~~as ~~development~~a ~~costs~~going ~~or,~~concern. ifManagement intends to provide the ~~capital~~Company iswith ~~available,~~additional loans ~~that~~as itneeded ~~will~~and beis onseeking ~~terms~~a ~~acceptable~~merger target to implement its strategic plans. Management feels these actions provide the opportunity for the Company to continue as a going concern.

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~~six months ended ~~September~~June 30, ~~2013~~2014 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~~December 31, 2013 and 2012 included in the Company’s Form 10-K filed with the United States Securities and Exchange Commission on ~~October~~March 2314, ~~2012~~2014. 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~~six month period ended ~~September~~June 30, ~~2013~~ 2014 are not necessarily indicative of results for the entire year ending ~~July~~December 31, 2014.

Use of Estimates

InThe preparation ~~preparing~~of these financial statements in conformity with generally accepted accounting principles, ~~management~~requires isthe ~~required~~Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of ~~the~~these financial statements and the reported amounts of revenues and expenses during the reporting ~~reported~~ period. ~~Actual~~The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results ~~could~~may differ from ~~those~~these estimates. Significant estimates include the useful lives of property and equipment, land use rights, and assumptions used in assessing impairment for long-term assets.

Principles of Consolidation

Pursuant to US GAAP, Anpulo Laifeng is the VIE of the Company and the Company is the primary beneficiary of the VIE. Accordingly, the VIE has been consolidated in the Company’s financial statements.

Based on various VIE agreements, the Company is able to exercise control over the VIE, and obtain the financial interests such as the periodic income of the VIE through the EMA, PEA, and OA and to acquire the net assets of VIE through purchase of their equities at essentially no cost. The Company therefore concluded that its interest in the VIE is not a non-controlling interest and therefore is not classified as such. Based on the Exclusive Agreements the amount of controlling interest of the Anpulo Laifeng shareholders, who are holding shares of the VIE for the Company, is zero. They exercise no controls over the VIE and no financial interests of ownership are due to them either for periodic income or the net assets.

Cash and Cash Equivalents

~~The~~For purposes of the statements of cash flows, the Company considers all highly liquid ~~temporary~~instruments ~~cash~~purchased ~~investments~~ with ana ~~original~~ maturity of three months or less and money market accounts to be cash equivalents. AtThe ~~September~~Company ~~30,~~maintains ~~2013,~~cash ~~June~~and ~~30,~~cash ~~2013,~~equivalents with various financial institutions mainly in the PRC and the U.S. As of June 30, ~~2012~~2014 and ~~July~~December 31, 2013, balances in banks in the ~~Company~~PRC of ~~had~~$1,589,144 noand ~~cash~~$667,024, ~~equivalents~~respectively, are uninsured.

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~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013. 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.

ANPULO FOOD, INC. AND SUBSIDIARIES

(f/k/a Europa Acquisition VII, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 3 2—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 following ~~Company~~tables ~~did~~present ~~not~~information ~~identify~~about ~~any~~investment ~~assets~~held ~~and~~for ~~liabilities~~trading ~~that~~measured ~~are~~at ~~required~~fair tovalue ~~be presented~~ on ~~the~~a ~~balance~~nonrecurring ~~sheets~~basis atas ~~fair~~of ~~value~~June 30, in2014 ~~accordance~~and ~~with~~December ~~the~~31, ~~relevant accounting standards.~~2013:

The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments.

		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Balance at June 30, 2014				Gain (Loss)
Investment in gold held for trading		$	32,675			$	-			$	-			$	32,675			$	-

Related Parties

		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Balance at December 31, 2013				Gain (Loss)
Investment in gold held for trading		$	32,914			$	-			$	-			$	32,914			$	-

~~Parties~~The carrying ~~are~~amounts ~~considered~~reported toin bethe ~~related~~balance tosheets ~~the~~for ~~Company~~cash ifand ~~the~~cash ~~parties~~equivalents, ~~directly~~accounts orreceivable, ~~indirectly~~inventories, ~~through~~advances ~~one~~to ~~or more intermediaries~~suppliers, prepaid ~~control~~expenses, ~~are~~short-term ~~controlled by~~loans, oraccounts ~~are under common control with the Company. Related parties also include principal owners of the Company~~payable, ~~its~~accrued ~~management~~expenses, ~~members~~advances 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~~customers, ~~pursuing~~taxes ~~its~~payable ~~own~~approximate ~~separate interests. The Company discloses all related party transactions. All transactions shall be recorded at~~ their fair market value ofbased ~~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~~short-term ~~party~~maturity ~~in excess~~ of ~~the~~these ~~cost is reflected as a distribution to related party~~instruments.

ANPULO FOOD, INC. AND SUBSIDIARIES

(f/k/a Europa Acquisition VII, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 3 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Income~~Investment in ~~Taxes~~Gold – Held for Trading

~~The~~Marketable investment ~~Company~~instruments ~~accounts~~are ~~for~~generally ~~income~~designated ~~taxes~~as ~~under~~investment ~~the~~held ~~provisions~~for oftrading. ~~Section~~Investments ~~740-10-30~~held offor ~~the~~trading ~~FASB~~are ~~Accounting~~measured ~~Standards~~at ~~Codification~~fair value, ~~which~~whereby isgains anand ~~asset~~losses ~~and~~resulting ~~liability~~from ~~approach~~changes ~~that~~in ~~requires~~fair ~~the~~value ~~recognition~~are ofrecognized ~~deferred~~to ~~tax~~profit ~~assets~~or ~~and~~loss. ~~liabilities~~The ~~for~~Company ~~the~~holds ~~expected~~investments in ~~future~~gold ~~tax~~for ~~consequences~~trading purposes. As of ~~events~~June ~~that~~30, ~~have~~2014 ~~been~~and ~~recognized~~December in31, ~~its~~2013, ~~financial~~the ~~statements~~Company orholds ~~tax~~investment ~~returns~~for trading of $32,675 and $32,914, respectively. The ~~Company~~loss ~~did~~resulting ~~not~~from ~~have~~changes ~~any~~in ~~deferred~~fair ~~tax~~value ~~assets~~are orrecognized ~~liabilities~~to asprofit ofor ~~September~~loss ~~30,~~during ~~2013,~~the ~~June~~six ~~30,~~months ~~2013,~~ ended June 30, ~~2012~~2014 and ~~July~~2013was 31$0, ~~2013~~respectively.

~~Recently Issued Accounting Pronouncements~~Accounts Receivable

~~Accounting~~Accounts receivable ~~standards~~are ~~that~~presented ~~have~~net ~~been~~of ~~issued~~an orallowance ~~proposed~~for bydoubtful ~~FASB~~accounts. ~~that~~The doCompany ~~not~~maintains ~~require~~allowances ~~adoption~~for ~~until~~doubtful accounts for estimated losses. The Company reviews the accounts receivable on a ~~future~~periodic ~~date~~basis ~~are~~and ~~not~~makes ~~expected~~general and specific allowances when there is doubt as to ~~have~~the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a ~~material~~customer’s ~~impact~~historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At June 30, 2014 and December 31, 2013, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the ~~consolidated~~amounts ~~financial~~of ~~statements~~$227,026 ~~upon~~and ~~adoption~~$58,367, respectively.

~~NOTE 4—LOAN PAYABLE – RELATED PARTY~~Inventories

AtInventories, consisting ~~September~~of ~~30,~~raw ~~2013~~materials, ~~June~~work ~~30,~~in ~~2013,~~process ~~June~~and ~~30,~~finished ~~2012~~goods ~~and~~related ~~July~~to ~~31,~~the ~~2013,~~Company’s ~~related~~products ~~parties~~are ofstated at the ~~new~~lower of ~~principal~~cost ~~shareholder~~or ~~subsequent~~market toutilizing the ~~Purchase~~weighted ~~Agreement,~~average ~~advanced~~method. ~~$2,834,~~An ~~$59,003,~~allowance ~~$,33,339,~~is ~~and~~established ~~$0,~~when ~~respectively,~~management todetermines ~~pay~~that ~~for~~certain ~~accounting,~~inventories may ~~legal,~~not ~~and~~be ~~filing~~saleable. ~~expenses~~If oninventory ~~behalf~~costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company inwill ~~exchange~~record reserves for athe ~~non-interest~~difference ~~bearing~~between ~~note~~the ~~which~~cost isand ~~due~~the market value. These reserves are recorded based on estimates. ~~demand~~The Company did not record inventory reserve at June 30, 2014 and December 31, 2013.

~~NOTE~~Advances to ~~5—STOCKHOLDERS’ DEFICIENCY~~Suppliers

~~Stock~~Advances to ~~Issued~~suppliers represent the cash paid in advance for ~~Services~~the purchase of raw material from suppliers. The advance payments are intended to ensure preferential pricing and delivery. The amounts advanced under such arrangements totaled $262,832 and $255,879 as of June 30, 2014 and December 31, 2013, respectively.

OnOther Current ~~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.~~Assets

~~Amendment~~Other current assets represent the cash held in personal bank accounts. Most of the Company’s business activities are with peasant farmers and of necessity such transactions are carried out in cash. Corporate bank accounts in the PRC generally have cumbersome procedures for cash deposits and withdrawals. However, such cumbersome procedures are not applicable to ~~Articles~~personal bank accounts. For this reason, many companies that deal with a significant volume of ~~Incorporation~~cash activities often arrange to have a personal bank account established in the name of a trusted employee to facilitate such transactions. The Company’s rights to its funds held in such account are documented through a formal agreement with the individual nominally listed as the account owner. Since 2005, the Company kept a certain amount of cash in personal bank accounts established in the names of its cashiers, accountants, and Chief Executive Officer for the purpose of cash maintenance and management. The Company’s cashier, accountants, and Chief Executive Officer were maintaining and managing cash of $2,608,246 and $729,355 on behalf of the Company as of June 30, 2014 and December 31, 2013.

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.

ANPULO FOOD, INC. AND SUBSIDIARIES

(f/k/a Europa Acquisition VII, Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 6 2—~~GOING~~SUMMARY ~~CONCERN~~OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~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~~ Plant 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.Equipment

Plant and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Included in property and equipment is construction-in-progress which consisted of factory improvements and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation of the assets. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Buildings	20 years
Vehicles	5 ~ 8 years
Office equipment	5 years
Operating equipment	4 ~ 10 years

Impairment of Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the six months ended June 30, 2014 and 2013.

Advances from Customers

Advances from customers at June 30, 2014 and December 31, 2013 amounted to $90,515 and $59,784, respectively, and consist of prepayments from customers for merchandise that had not yet been shipped. The Company will recognize the deposits as revenue as customers take delivery of the goods and title to the assets is transferred to customers in accordance with the Company’s revenue recognition policy.

Revenue Recognition

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenues from the sale of its pork products upon shipment and transfer of title.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company is governed by the Income Tax Law of the PRC and the U.S. Internal Revenue Code of 1986, as amended. The Company accounts for income taxes using the liability method prescribed by ASC Topic 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2014 and December 31, 2013, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Shipping and Handling Costs

Shipping costs are included in selling expenses and totaled $134,565 and $121,126 for the six months ended June 30, 2014 and 2013, respectively.

Employee Benefits

The Company’s operations and employees are all located in the PRC. The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws. The costs of these payments are charged to the same accounts as the related salary costs in the same period as the related salary costs. Employee benefit costs totaled $144,622 and $67,750 for the six months ended June 30, 2014 and 2013, respectively.

Advertising Costs

Advertising is expensed as incurred and is included in selling, general and administrative expenses on the accompanying statements of income and comprehensive income and totaled $92,760 and $24,703 for the six months ended June 30, 2014 and 2013, respectively.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation

The reporting currency of the Company is the U.S. dollar. The functional currency of the Company is the Chinese Renminbi (“RMB”). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The cumulative translation adjustment and effect of exchange rate changes on cash for the six months ended June 30, 2014 and 2013 was $26,177 and $20,119, respectively. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of the Company’s revenue transactions are transacted in the functional currency. The Company does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

Asset and liability accounts at June 30, 2014 and December 31, 2013 were translated at 6.1552 RMB to $1.00 and 6.1104 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rate. The average translation rates applied to the statements of income for the six months ended June 30, 2014 and 2013 were 6.1397 RMB and 6.2395 RMB to $1.00, respectively. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Restrictions of Transfer of Assets Out of the PRC

Dividend payments by Laifeng Anpulo are limited by certain statutory regulations in the PRC. No dividends may be paid by Laifeng Anpulo without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 90% of profits, after tax.

Control by Principal Stockholders

Our directors and executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of our common stock. Accordingly, if our directors and executive officers and their affiliates or related parties vote their shares uniformly, they would have the ability to control the approval of most corporate actions, including increasing our authorized capital stock and the dissolution or merger of our company or the sale of our assets.

Concentrations of Credit Risks

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and none of these deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A significant portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

At June 30, 2014 and December 31, 2013, the Company’s cash balances by geographic area were as follows:

	June 30, 2014				December 31, 2013
Country:
United States	$	-	-		$	-	-
China		1,589,144	100	%		667,024	100	%
Total cash and cash equivalents	$	1,589,144	100	%	$	667,024	100	%

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 are recorded at fair value of the goods or services exchanged.

Due from Related Party

The amount due from related party was $1,214,241 and $152,371 as of June 30, 2014 and December 31, 2013, respectively.

Since 2013, the Company made sales of pork products to each of Laifeng Anpulo Yunxing Transportation Co., Ltd., Laifeng Fangchi Hotel and Laifeng Fangchi Paotang Restaurant. The major shareholder of the foregoing three companies, in each case, is Mr. Wenping Luo, the principal stockholder and President and Chief Executive Officer and a director of the Company. As of June 30, 2014 and December 31, 2013, the Company had receivables from these three companies as set forth below:

	June 30, 2014		December 31, 2013
Laifeng Anpulo Yunxing Transportation Co., Ltd.	$	225,378	$	3,014
Laifeng Fangchi Hotel		140,020		99,724
Laifeng Fangchi Paotang Restaurant		-		49,633
	$	365,398	$	152,371

As of June 30, 2014 and December 31, 2013, the Company had a prepaid travel advance of $3,249 and $0 to Ms. Jinfeng Hu who is Mr. Wenping Luo’s wife.

On November 18, 2012, the Company entered into a cooperation agreement with the government of Laifeng County to build and operate a high end hotel. As of April 20, 2014 (disposal date) and December 31, 2013, the Company had invested $2,761,893 (or RMB 17 million) and $2,142,989 in the hotel construction and may need additional $2.95 million capital to complete this construction. On April 20, 2014, the Company assigned and transferred all of its rights and obligations under the cooperation agreement to Laifeng Fengming Manor Hotel Management Co., Ltd. (“Fengming”) for approximately $2.7 million or RMB 17 million. No gain or loss was recognized from this transaction. Fengming is owned by Mr. Junyi Luo, Mr. Wenping Luo’s son. Mr. Wenping Luo does neither have any direct or indirect investment in Fengming nor hold any management position in Fengming. The Company had collected RMB 12 million or $1,954,493 from Fengming on May 2014. The remaining balance of RMB 5 million or $845,595 is scheduled to be collected before April 30, 2015.

Due to Related Party

As of June 30, 2014 and December 31, 2013, the Company had a payable of $24,029 and $0 to its CEO, Mr. Wenping Luo, for some operating expenses paid by Mr. Luo on behalf of the Company.

Accumulated Other Comprehensive Income

Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income for the six months ended June 30, 2014 and 2013 included net income (loss) and unrealized gains from foreign currency translation adjustments.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued updated guidance related to revenue recognition which affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for us starting on January 1, 2017. We are currently evaluating the impact this guidance will have on our consolidated financial position, results of operations and cash flows.

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard that raises the threshold for disposals to qualify as discontinued operations and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard revised the definition of a discontinued operation to cover only asset disposals that are considered to be a strategic shift with a major impact on an entity's operations and finances, such as the disposal of a major geographic area or a significant line of business. Application of the standard, which is to be applied prospectively, is required for fiscal years beginning on or after December 15, 2014, and for interim periods within that year. The Company currently plans to adopt the standard in January 2015.

NOTE 3 – ACCOUNTS RECEIVABLE

The Company accrues an allowance for bad debts related to our receivables. The receivable and allowance balances at June 30, 2014 and December 31, 2013 were as follows:

	June 30, 2014			December 31, 2013
Accounts receivable	$	2,297,133		$	2,984,690
Less: Allowance for doubtful accounts		(227,026	)		(58,367	)
	$	2,070,107		$	2,926,323

The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company increased the allowance for doubtful accounts in the amount of $169,511 and $97,201 for the six months ended June 30, 2014 and 2013, respectively.

NOTE 4 – INVENTORIES

At June 30, 2014 and December 31, 2013, inventories consisted of the following:

	June 30, 2014		December 31, 2013
Raw materials	$	86,434	$	91,512
Work in process		72,906		167,337
Finished goods		838,859		967,327
		998,199		1,226,176
Less: Reserve for obsolete inventory		-		-
	$	998,199	$	1,226,176

For the six months ended June 30, 2014 and 2013, the Company did not make any reserve for obsolete inventory.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 5 – OTHER RECEIVABLES

At June 30, 2014 and December 31, 2013, the Company reported other receivables of $39,662 and $499,303, respectively, including an allowance for doubtful receivables of $228,654 and $230,330.

The balances of other receivables as of June 30, 2014 and December 31, 2013 included the following:

	June 30, 2014			December 31, 2013
Deposits to supermarkets	$	88,069		$	117,661
Loan receivables		129,971			589,159
Travel advances to employees		43,120			21,785
Others		7,156			1,028
		268,316			729,633
Less: Allowance for doubtful accounts		(228,654	)		(230,330	)
	$	39,662		$	499,303

The Company reviews the other receivables on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. After evaluating the collectability of individual receivable balances, the Company increased the allowance for doubtful accounts in the amount of $0 and $9,216 for the six months ended June 30, 2014 and 2013.

As of June 30, 2014 and December 31, 2013, the Company had a loan receivable of $129,971 and $589,159 to one of the Company’s suppliers, Mr. Benshuang Yao, without collateral and interest burden and due on July 31 and March 31, 2014, respectively. The outstanding loan of $589,159 to Mr. Benshuang Yao at December 31, 2013 was collected in the first quarter of 2014.

NOTE 6 – RESTRICTED ASSETS

At June 30, 2014 and December 31, 2013, the Company reported restricted assets of $64,986 and $130,924, respectively. The restricted asset was a cash collateral to Hubei Xiangyue Professional Guarantee Service Co., Ltd. for providing guarantee at the short-term loans of $1,624,643 from Agricultural Development Bank of China.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 7 – LONG-TERM PREPAID EXPENSES

Long-term prepaid expenses primarily consist of prepaid rental expenses for a sale office located in Wuhan City. The prepaid rental expenses are being amortized using the straight-line method over the lease term of 20 years and expires on November 30, 2033.

Long-term prepaid expenses at June 30, 2014 and December 31, 2013 are as follows:

	June 30, 2014			December 31, 2013
Long-term prepaid rental expenses	$	376,769		$	379,531
Less: Accumulated amortization		(10,989	)		(1,581	)
	$	365,780		$	377,950

Amortization expense for the six months ended June 30, 2014 and 2013 was $9,443 and $0, respectively.

The estimated amortization expense of long-term prepaid expenses over each of the next five years and thereafter will be $18,886 per annum.

NOTE 8 – PLANT AND EQUIPMENT

Plant and equipment at June 30, 2014 and December 31, 2013 consisted of:

	Useful Life	June 30, 2014			December 31, 2013
Buildings	20 years	$	7,168,273		$	7,574,580
Operating equipment	4 to 10 years		3,788,745			3,401,535
Office equipment	5 years		126,881			102,897
Vehicles	5 to 8 years		409,273			405,333
			11,493,172			11,484,345
Less: Accumulated depreciation			(4,032,677	)		(3,691,402	)
		$	7,460,495		$	7,792,943

For the six months ended June 30, 2014 and 2013, depreciation expense amounted to $369,072 and $358,220, respectively. Depreciation is not taken during the period of construction or equipment installation. Upon completion of the installation of manufacturing equipment or any construction in progress, construction in progress balances will be classified to their respective property and equipment category.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 9 – CONSTRUCTION IN PROGRESS

Construction in progress consists of amounts expended for the construction of new hotel project which was cooperated with the government of Laifeng County. This project is a “Build-Operate-Transfer” or BOT hotel project. According to the BOT agreement, the Company will invest in building a hotel in Laifeng County and own the operating right for 20 years from October 1, 2012 to September 30, 2032. After September 30, 2032, the title of the hotel will be transferred to the government of Laifeng County. The construction is expected to be completed on August 2014. Once construction is completed and the facilities are approved to be used for the hotel operations, the construction in progress assets are placed into production and transferred into plant and equipment, whereupon they are depreciated over their estimated useful lives. As of April 20, 2014 (disposal date) and December 31, 2013, the construction in progress was $2,761,893 (or RMB 17 million) and $2,142,989, respectively.

On April 20, 2014, the Company assigned and transferred all of its rights and obligations under the cooperation agreement with Laifeng County to Laifeng Fengming Manor Hotel Management Co., Ltd. (“Fengming”) for approximately $2.7 million or RMB 17 million. Fengming is owned by Mr. Junyi Luo, Mr. Wenping Luo’s son. Mr. Wenping Luo does neither have any direct or indirect investment in Fengming nor hold any management position in Fengming. The Company had collected RMB 12 million or $1,954,493 from Fengming on May 2014. The remaining balance of RMB 5 million or $845,595 is scheduled to be collected before April 30, 2015.

NOTE 10 – INTANGIBLE ASSETS

There is no private ownership of land in China. Land is owned by the government and the government grants land use rights for specified terms. The Company’s land use right has a term of 50 years and expires on March 15, 2057. The Company amortizes the land use rights over the term of the respective land use right. For the six months ended June 30, 2014 and 2013, amortization of land use rights amounted to $40,719 and $40,067, respectively. At June 30, 2014 and December 31, 2013, intangible assets consisted of the following:

	Useful Life	June 30, 2014			December 31, 2013
Land use rights	50 years	$	4,061,606		$	4,091,385
Others	1 year		6,203			6,248
			4,067,809			4,097,633
Less: accumulated depreciation			(601,905	)		(565,403	)
		$	3,465,904		$	3,532,230

The estimated amortization expense of intangible assets over each of the next five years and thereafter will be $81,438.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 11 – SHORT-TERM LOANS

Short-term bank loan represents an amount due to a bank that is due within one year. This loan can be renewed with the bank upon maturity. At June 30, 2014 and December 31, 2013, short-term bank loans consisted of the following:

	June 30, 2014		December 31, 2013
Loan payable to Bank of China, annual interest rate of 6%, due by November 20, 2014 with buildings and land use rights provided by the shareholders as collateral.	$	4,548,999	$	4,582,351
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by January 29, 2014, guaranteed by Enshi Zhou Nongfa Credit Guarantee Co., Ltd.		—		818,277
Loan payable to Hubei Bank, annual interest rate of 6%, due by March 30, 2014, guaranteed by Hubei Xiangyue Professional Guarantee Service Co., Ltd., a major shareholder, and 2 individuals, Fuming Fan and Yulan Tian		—		1,309,243
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by January 15, 2015 guaranteed by a third party, Enshi Nongfa Credit Guarantee Co., Ltd.		1,624,643		—
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by September 24, 2014 with buildings provided by major shareholder as collateral and guaranteed by the same shareholder.		1,624,643		1,636,554
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by November 21, 2014, with buildings and land use rights provided by Laifeng Anpulo Yunxing Transportation Co., Ltd. as collateral and guaranteed by the major shareholders.		1,624,643		1,636,554
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by September 15, 2014 with buildings and land use rights provided by 2 individuals, Benshuang Yao and Youxiang Zhou as collateral.		2,436,964		2,454,831
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by March 18, 2014 but had been extended to March 18, 2014.		—		196,386
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by April 21, 2014 but had been extended to April 21, 2015.		—		572,794
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by May 14, 2014 but had been extended to May 14, 2014.		—		572,794
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by March 18, 2014 but had been extended to March 18, 2015.		194,956		—
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by April 21, 2014 but had been extended to April 20, 2015.		568,625		—
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by May 14, 2014 but had been extended to May 14, 2015.		568,625		—
Loan payable to Laifeng County Finance Bureau without interest burden, due by November 10, 2014.		—		1,636,555
Loan payable to Laifeng County Finance Bureau without interest burden, due by November 1, 2014.		2,436,964		—

	$	15,629,062	$	15,416,339

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 12 – CAPITAL STOCK

The Company is authorized to issue 500,000,000 shares of preferred stock, $0.001 par value, and as of June 30, 2014 and December 31, 2013, it had 90,000,000 shares issued and outstanding, respectively.

The Company is authorized to issue 1,000,000,000 shares of common stock, $0.001 par value, and as of June 30, 2014 and December 31, 2013, it had 123,000,000 shares issued and outstanding, respectively.

On October 30, 2013, Anpulo entered into a Share Exchange Agreement (the “Exchange Agreement”) with 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. Other than its equity interest in Anpulo HK, Anpulo does not own any assets or conduct any operations.

NOTE 13 – STATUTORY RESERVES

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

●

Making up cumulative prior years’ losses, if any;

●

Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;

●

Allocations to the discretionary surplus reserve, if approved by the stockholders;

●

The transfer to this reserve must be made before distribution of any dividend to shareholders. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Since the Company did not realize net income from its operations in the past years, the Company did not allocate any statutory reserve contributions. The reserves amounted to $0 as of June 30, 2014 and December 31, 2013.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 14 – CERTAIN RISKS AND CONCENTRATIONS

Customers

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the six months ended June 30, 2014 and 2013.

	For the Six Months Ended June 30,
Customers	2014			2013
A		27	%		25	%
B		13	%		-
		40	%		25	%

Suppliers

No supplier accounted for 10% or more of the Company’s purchases during the six months ended June 30, 2014 and 2013.

Risk arising from operations in foreign countries

Substantially all of the Company’s operations are conducted in China. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

Risk arising from contractual arrangements with Anpulo Laifeng

The Company conducts substantially all of its operations, and generates substantially all of its revenues, through contractual arrangements with Anpulo Laifeng that provide the Company with effective control over Anpulo Laifeng. The Company depends on Anpulo Laifeng to hold and maintain contracts with its customers. Anpulo Laifeng owns substantially all of the Company’s intellectual property, facilities and other assets relating to the operation of the Company’s business, and employs the personnel for substantially all of its business. Neither Anpulo, nor Anpulo HK nor Anpulo WFOE has any ownership interest in Anpulo Laifeng. Although Anpulo WFOE’s contractual arrangements with Anpulo Laifeng are valid, binding and enforceable under current PRC laws and regulations, these contractual arrangements may not be as effective in providing the Company with control over Anpulo Laifeng as direct ownership of Anpulo Laifeng would.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 15 – SUBSIDY INCOME

The Company will not recognize the subsidy income until it receives the subsidies. During the six months ended June 30, 2014, the Company received subsidies from the local government of $551,703 in total which included $524,080 for the bank interest expenses and $27,623 for subsidies to companies operating in poverty and minority area. The Company cannot guarantee it will keep receiving subsidies from the government in the future.

The subsidies for the bank interest expenses which the Company received in the six months ended June 30, 2014 and related bank loans for its relevant outstanding period over the year ended December 31, 2013 listed as follow:

	During the Year Ended December 31, 2013
	Outstanding Loans		Granted Interest Subsidy
Loan payable to Bank of China, annual interest rate of 6%, due by November 5, 2014 which had been repaid in 2013.	$	4,582,351	$	171,285
Loan payable to Bank of China, annual interest rate of 6%, due by November 20, 2014 with buildings and land use rights provided by the shareholders as collateral.		4,582,351		167,936
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by August 24, 2014 which had been repaid in 2013.		1,374,705		29,562
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by October 1, 2014 which had been repaid in 2013.		1,080,126		3,420
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by September 15, 2014 with buildings and land use rights provided by 2 individuals, Benshuang Yao and Youxiang Zhou as collateral.		2,454,831		6,856
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by December 20, 2013.		818,277		88,685
Loan payable to Agricultural Development Bank of China, annual interest rate of 6.56%, due by January 10, 2013.		818,277		16,287
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by September 19, 2013.		1,309,243		12,216
Loan payable to Hubei Bank, annual interest rate of 6%, due by March 30, 2014, guaranteed by Hubei Xiangyue Professional Guarantee Service Co., Ltd., a major shareholder, and 2 individuals, Fuming Fan and Yulan Tian		1,309,243		27,833

	$	18,329,404	$	524,080

During the six months ended June 30, 2013, the Company received subsidies from the local government of $117,509 in total which were for subsidies to slaughtering companies and companies operating in poverty and minority area.

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 16 – COMMITMENTS AND CONTINGENCIES

General

The Company follows ASC 450, Accounting for Contingencies, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. The Company has not accounted for any loss contingencies as of June 30, 2014 and December 31, 2013.

Lease obligations

The Company leases office space that has a remaining term of 4 years and expired November 30, 2018. The Company does not have capital leases. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced. Net rental expense relating to the Company’s operating leases for the six months ended June 30, 2014 and 2013 was $29,769 and $6,213, respectively.

The following table sets forth the aggregate minimum future annual rental commitments at June 30, 2014 under all non-cancelable leases for years ending December 31:

	Operating Leases
2014	$	59,538
2015	$	59,538
2016	$	59,538
2017	$	59,538
2018	$	59,538
Thereafter	$	-

ANPULO FOOD, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

NOTE 16 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Environmental matters

Environmental laws and regulations to which the Company is subject mandate additional concerns and requirements of the Company. Failure to comply with applicable laws, regulations and permits can result in injunctive actions, damages and civil and criminal penalties. The laws and regulations applicable to the Company's activities change frequently and it is not possible to predict the potential impact on the Company from any such future changes.

Although management believes that the Company is in material compliance with the statutes, laws, rules and regulations of every jurisdiction in which it operates, no assurance can be given that the Company’s compliance with the applicable statutes, laws, rules and regulations will not be challenged by governing authorities or private parties, or that such challenges will not lead to material adverse effects on the Company’s financial position, results of operations, or cash flows.

The Company is not involved in any legal matters. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might be involved in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

NOTE 17 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has accumulated deficit of $2,532,486, a working capital deficit and cash outflow from operating activities of $7,386,361 and $285,049 at June 30, 2014. 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.

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~~Forward-Looking ~~of Operation~~Statements

~~Prior~~In toaddition ~~October 30, 2013, we were organized as a vehicle~~ to ~~investigate~~historical financial ~~and~~information, ~~if such investigation warrants, acquire a target company or business seeking~~ the ~~perceived~~following ~~advantages~~discussion ofand ~~being~~analysis acontains ~~publicly held corporation. Our principal business objective was to achieve long~~forward-~~term~~looking ~~growth~~statements ~~potential~~that ~~through~~involve arisks, ~~combination~~uncertainties and ~~with~~assumptions. See ~~a business rather than immediate, short~~“Forward-~~term~~Looking ~~earnings~~Statements.” Our Weresults ~~did not restrict our potential candidate target companies to any specific business, industry or geographical location~~ and, ~~thus,~~the ~~may~~timing ~~acquire any type~~ of ~~business.~~selected ~~Because~~events may ofdiffer ~~general~~materially ~~economic~~from ~~conditions,~~those ~~rapid~~anticipated ~~technological~~in ~~advances~~these ~~being~~forward-looking ~~made~~statements inas ~~some~~a ~~industries~~result ~~and shortages~~ of ~~available~~many ~~capital~~factors, ~~our~~including ~~management~~those ~~believed~~discussed under ~~that~~“Item ~~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~~1A. ~~Such~~Risk ~~perceived~~Factors” ~~benefits~~ of ~~becoming a publicly traded corporation include, among other things, facilitating or improving~~ the ~~terms~~Annual Report on ~~which~~Form ~~additional~~10-K ~~equity financing may be obtained, providing liquidity~~ for the ~~principals~~year ofended ~~and~~December ~~investors in a business~~31, ~~creating~~2013 afiled ~~means~~with ~~for~~the Securities ~~providing incentive stock options or similar benefits to key employees,~~ and ~~offering~~Exchange ~~greater~~Commission ~~flexibility~~on inMarch ~~structuring acquisitions~~14, ~~joint ventures and the like through the issuance of stock~~2014.

~~From~~Unless ~~our~~otherwise ~~inception~~stated, with onthe ~~July~~exception of equity at June 30, ~~2010~~2014, towe ~~October~~translated balance sheet amounts at June 30, 2014 at RMB 6.1552 to $1.00 as compared to RMB 6.1104 to $1.00 at December 31, 2013. The equity accounts at June 30, we2014 were instated ~~the~~at ~~development~~their ~~stage~~historical ~~and~~rate. ~~had~~The ~~negative~~average translation ~~working~~rates ~~capital,~~applied ~~negative~~to ~~stockholders’~~income ~~equity~~statement accounts for the six months ended June 30, 2014 and ~~had~~2013 ~~not~~were ~~earned~~RMB ~~any~~6.1397 ~~revenues~~and ~~from~~RMB 6.2395, ~~operations~~respectively. ~~These~~We ~~conditions~~make ~~raised~~no ~~substantial~~representation ~~doubt~~that ~~about~~the ~~our~~RMB ~~ability~~or U.S. dollar amounts referred to ~~continue~~in asthis areport ~~going~~could ~~concern.~~have ~~Our~~been or ~~ability~~could tobe ~~continue~~converted into U.S. dollars or RMB, as athe ~~going~~case ~~concern~~may ~~was~~be, ~~dependent~~at ~~upon~~any ~~our~~particular ~~ability~~rate toor ~~develop~~at ~~additional~~all. ~~sources~~Any ofdiscrepancies ~~capital,~~in ~~locate~~any table ~~and~~between ~~complete~~the aamounts ~~merger~~identified ~~with~~as ~~another~~total ~~company,~~amounts and ~~ultimately,~~the ~~achieve~~sum ~~profitable~~of ~~operations~~the amounts listed therein are due to rounding.

~~Recent Development~~Overview

OnWe ~~October~~are ~~30,~~principally ~~2013,~~engaged in wethe ~~acquired~~meat ~~all~~and offood processing and distribution business in the ~~outstanding~~People’s ~~shares~~Republic of ~~Anpulo~~China ~~International~~(“PRC”). ~~Limited~~Currently, we ahave ~~holding~~one ~~company~~processing ~~formed~~plant located in ~~Hong~~Laifeng ~~Kong~~County, ~~(“Anpulo~~Hubei ~~HK”),~~Provinces in ~~exchange~~the PRC, with a processing plant for ~~the~~hog ~~issuance~~slaughtering, cutting, byand uspreserving. ofOur ancurrent ~~aggregate~~maximum ofproduction ~~122~~capacity for hog slaughtering is 82 metric tons per day,~~900~~ based on an eight-hour working day,~~000~~ ~~restricted~~or ~~ordinary~~approximately ~~shares~~30,000 tometric ~~the~~tons ~~shareholders~~on ofan ~~Anpulo~~annual HKbasis. AsOur acurrent ~~result~~maximum ofcutting ~~our~~capacity ~~share~~is ~~exchange~~27 ~~with~~metric ~~Anpulo~~tons HKper day, ~~which~~based ison ~~commonly~~an ~~referred~~eight-hour toworking asday, aor ~~“reverse~~approximately ~~acquisition~~10,”000 ~~Anpulo~~metric HKtons ~~became~~on ~~our~~an ~~wholly~~annual ~~owned subsidiary~~basis. ByOur ~~acquiring~~plant ~~Anpulo~~has ~~HK,~~16 wesmokehouses ~~assumed~~with a ~~its~~maximum ~~business~~annual ~~operations~~production ~~and~~capacity ~~became~~of ~~engaged~~150 metric tons in ~~the~~total. ~~business~~We ofalso ~~processing,~~own ~~distributing~~17 ~~and~~refrigerators ~~marketing~~for ~~pork~~freezing and ~~cured~~frozen pork ~~products~~storage. 16 inof the ~~People’s~~refrigerators ~~Republic~~are oflocated ~~China~~in our processing plant with 2,350 (metric tons maximum storage capacity and 1 of the ~~“PRC”~~refrigerators located orin ~~“China”)~~Wuhan City with 260 metric tons storage capacity.

In 2005, we invested approximately $5,300,000 or RMB 32 million in constructing a new abattoir, a fresh-chilled meat processing facility, and 11 industrial refrigerators in Laifeng County, Hubei Province. The facility has a production capacity of 82 metric tons per eight-hour working day, or approximately 30,000 metric tons on an annual basis. The production capacity is designed for the producing chilled pork, frozen pork, and smoked pork products. The facility had been put into operation on November 20, 2006.

In June 2011, we invested approximately $430,000 or RMB 2.6 million in installing five new refrigerators for an additional 700 metric tons storage capacity. In February 2012, we installed a new refrigerator with 260 metric tons storage capacity in Wuhan City.

Our products are sold under the “Anpulo” and “Linghaotuzhu” brand names. Our customers are mainly located in Hubei and Hunan Province, including the seven major supermarket operators. During the six months ended June 30, 2014, we are selling our chilled pork, frozen pork, and smoked pork through 39 specialty retail stores, 17 supermarket chain store systems, 38 food distributors and 35 schools and restaurants.

In 2012, our management decided to explore a business opportunity in real estate development. On November 18, 2012, we entered into a cooperation agreement with the Laifeng County to build and operate a high-end hotel. According to such agreement, we shall invest no less than RMB 30 million or approximate $4,760,000 in building a hotel in Laifeng County and, after the hotel is built we are entitled to operate the hotel and profit from the hotel operation for 20 years from October 1, 2012 to September 30, 2032. After September 30, 2032, the title of the hotel shall be transferred to the Laifeng County and the Laifeng County shall not be liable for any debts associated with the hotel. As of December 31, 2013, we have invested $2,142,989 in the hotel construction and will need additional $3.5 million to complete this construction. On April 20, 2014, we assigned and transferred all of our rights and obligations under the cooperation agreement to Laifeng Fengming Manor Hotel Management Co., Ltd. (“Fengming”) for approximately $2.7 million or RMB 17 million. Fengming is owned by Mr. Junyi Luo, Mr. Wenping Luo’s son. Mr. Wenping Luo neither has any equity interest in Fengming, nor hold any management position in Fengming or control Fengming by any contractual arrangement. We had collected RMB 12 million or $1,954,493 from Fengming in May 2014. The remaining balance of RMB 5 million or $845,595 is scheduled to be collected before April 30, 2015.

Corporate History

~~Change~~On September 22, 2013, Laifeng Anpulo (Group) Food Development Co., Ltd. (“Anpulo Laifeng”) 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 the Company. Anpulo International Ltd. (“Anpulo HK”) was incorporated in ~~Control~~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 the Company. As a result of the agreement, Anpulo WFOE will absorb 100% of the expected gains or losses of the Company, which results in Anpulo WFOE being the primary beneficiary of the Company.

OnAnpulo ~~February~~WFOE 1,also ~~2012,~~entered into a pledge of equity agreement with the principal shareholders of the Company (the “Principal Shareholders”), ~~its~~who pledged ~~prior~~all ~~shareholders~~their ~~and~~equity ~~Wenping~~interest ~~Luo~~in the entity to Anpulo WFOE. The pledge of equity agreement, which were entered into aby ~~Stock~~each Principal ~~Purchase~~Shareholder, ~~Agreement~~pledged (each of the ~~“Purchase~~Principal ~~Agreement”).~~Shareholders’ Inequity ~~accordance~~interest ~~with~~in the ~~Purchase~~Company ~~Agreement~~as a guarantee for the entrustment ~~prior~~payment ~~stockholders~~under ~~sold~~the ~~all~~Entrusted ~~100~~Management Agreements. In addition,~~000~~ ~~ordinary~~Anpulo ~~shares~~WFOE ~~the~~entered ~~Company~~into ~~they~~an ~~then~~option ~~held~~agreement to ~~Mr.~~acquire the ~~Luo~~Principal ~~for~~Shareholders’ ~~$25,000.~~equity ~~The~~interest ~~Company~~in ~~did~~these ~~not~~entities ~~receive~~if ~~any~~or ~~proceeds~~when ~~from~~permitted by the ~~transaction~~PRC laws.

~~Concurrently~~Based ~~with~~on these exclusive agreements, the ~~Purchase~~Company ~~Agreement,~~will onbe ~~February~~treated 1,as ~~2012,~~a ~~Peter~~variable ~~Coker~~interest ~~resigned~~entity ~~from~~(“VIE”) ~~his~~of Anpulo ~~positions~~HK as ~~the~~required ~~Company’s~~by ~~President~~generally accepted ~~and~~accounting ~~Director~~principles ofin the ~~Company~~United States (“US GAAP”), ~~and~~because Anpulo HK is the ~~purchaser~~primary ~~Wenping~~beneficiary ~~Luo~~of ~~was~~the VIE. ~~appointed~~The asprofits and losses of the Company’s ~~President,~~are ~~Chief~~allocated ~~Executive~~based ~~Officer,~~upon ~~and~~ the ~~sole~~Entrusted ~~director~~Management Agreement.

~~Name~~On ~~Change~~October ~~and~~30, ~~Increase~~2013, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Anpulo International. Pursuant to the terms of ~~Authorized~~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 our common stock (the “Share Exchange”). As a result of the Share Exchange, Anpulo HK became a wholly-owned subsidiary of us and the shareholders of Anpulo HK acquired approximately 99.92% of our issued. By way of background, in February 2012, Wenping Luo, the Chairman and principal shareholder of Anpulo Laifeng, took control of the Company and changed the Company’s name from Europa Acquisition VII, Inc. to Anpulo Food, Inc., in contemplation of bringing Anpulo Laifeng and its holding companies public in the United States through a reverse acquisition transaction. The contemplated reverse acquisition between the Company and Anpulo Laifeng and its holding companies was a mere intent of Mr. Luo at that time and, this intention was abandoned when in January 2013 Mr. Luo took control of another reporting company that was formed to acquire a target company or business, Specializer, Inc. and changed this company’s name from Specializer, Inc. to Anpulo Food Development, Inc.. In August 2013, Mr. Luo’s intention of a reverse acquisition between the Company and Anpulo Laifeng and its holding companies revived, and as the sole shareholder, officer and director of the Company at that time, he made the decision to proceed with the reverse acquisition transaction. To date, Mr. Luo, in his capacity as the principal shareholder and the sole officer and director of Anpulo Food Development, Inc. intends that Anpulo Food Development, Inc. remains as a company formed to acquire a target or business.

OnThe ~~February~~effect 9,of ~~2012,~~ the ~~Company’s~~Share Exchange ~~board~~is ofsuch ~~directors~~that ~~and~~effectively a ~~majority~~reorganization of the ~~shareholders~~entities ofhas ~~the~~occurred ~~Company~~for ~~approved~~accounting ~~(i)~~purposes ~~the~~and ~~change~~is ofdeemed ~~the~~to ~~Company’s~~be ~~name~~a ~~from~~reverse acquisition. ~~Europa~~Subsequent ~~Acquisition~~to ~~VII,~~the ~~Inc.~~Share toExchange ~~Anpulo~~the ~~Food,~~financial ~~Inc.;~~statements ~~(ii)~~presented anare ~~increase~~those inof ~~authorized~~a ~~shares~~combined ofAnpulo ~~the~~HK ~~Company’s~~and ~~common~~its ~~stock~~subsidiaries, including ~~par~~its ~~value~~VIE, ~~$0.001~~Anpulo ~~per share~~Laifeng, ~~from~~as ~~one~~if ~~hundred~~the ~~million~~Share ~~(100,000,000)~~Exchange tohad ~~one~~been ~~billion~~in ~~(1,000,000,000)~~effect ~~shares;~~retroactively ~~and~~for ~~(iii)~~all anperiods ~~increase~~presented. inAs previously noted the “Company’s” ~~preferred~~for ~~stock,~~financial ~~par~~statement ~~value~~purposes ~~$0.001~~was ~~per~~the ~~share,~~consolidation ~~from~~of ~~ten~~Anpulo ~~million (10~~HK,~~000,000)~~ toAnpulo ~~five~~WFOE ~~hundred~~and ~~million~~Anpulo ~~(500,000,000) shares~~Laifeng. Subsequent Onto ~~February~~the ~~10,~~Share ~~2012,~~Exchange the “Company” ~~filed~~is areferred ~~Certificate~~to ofas ~~Amendment~~the toconsolidation ~~its~~of ~~Articles~~Anpulo ofHK, ~~Incorporation~~Anpulo toWFOE, ~~effect~~Anpulo Laifeng ~~the~~and ~~change~~Anpulo, ofwith Anpulo as the ~~Company’s~~legal ~~name~~acquirer toin ~~Anpulo~~Share ~~Food~~Exchange, ~~Inc.~~ and ~~increase~~subsequent to the ~~authorized~~Share ~~shares~~Exchange the parent company of ~~common~~the ~~stock~~consolidated ~~and~~entity. For ~~preferred~~financial ~~stock~~reporting purposes, Anpulo HK was considered the acquirer in such transaction.

Re-domicile

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

Results of Operation

WeIn ~~have~~fiscal ~~not~~2014, ~~had~~we ~~any~~continued to ~~operating~~focus ~~income~~on ~~from~~implementing ~~inception~~our strategic plan to ~~September~~continue ~~30,~~the ~~2013.~~growth ~~For~~we ~~the~~have ~~three~~experienced ~~months~~in ~~ended~~the ~~September~~last 30five years. However, ~~2013~~due ~~and~~to a ~~2012~~lack of funding, we ~~incurred~~have aput ~~net~~on ~~loss~~hold ofseveral ~~$32,659~~growth ~~and~~strategic $3plans,~~681,~~ ~~respectively.~~including ~~From~~constructing ~~inception~~new towarehouse ~~September~~facilities ~~30,~~with ~~2013~~walk-in coolers and freezers, weadding ~~incurred~~supermarket acounters ~~net~~in ~~loss~~Wuhan ofcity, ~~$114~~completing in-house product development,~~747.~~ ~~Expenses~~seeking ~~for~~outside ~~the~~product research ~~period~~and ~~from~~development ~~inception~~collaboration. toWe ~~September~~will ~~30,~~not ~~2013~~be ~~were~~able ~~comprised~~to ofcontinue ~~costs~~to ~~mainly~~carry ~~associated~~out ~~with~~these ~~legal,~~plans ~~accounting~~until ~~and~~additional ~~office~~funding ~~expense~~is secured.

Going Concern

We incurred accumulated deficit of $2.5 million, a working capital deficit of $7.4 million and a cash outflow from operating activities of $0.3 million as of June 30, 2014. In addition, we had outstanding loans as of June 30, 2014 of $15.6 million that are due in the next 12 months and our cash reserve was $4.2 million at the same date. We anticipate that our current cash reserves plus cash from our operating activities will not be sufficient to meet our ongoing obligations and fund our operations for the next twelve months. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Requirements for Additional Funding.” These conditions raise a substantial doubt as to whether we may continue as a going concern.

As a result, we will need to seek additional funding in the near future. We plan to negotiate with our lenders to extend or renew our loans and are planning to seek additional financing from local banks in the PRC. We may also seek to obtain short-term loans from our management or principal shareholders. We will also seek to improve our cash flows from operations by implementing cost control measures, collection of loan receivables, and reducing our inventory purchases.

Additional funding may not be available, or at acceptable terms, to us at this time. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.

Comparison of the Results of Operations for the Three Months Ended June 30, 2014 and 2013

All amounts, other than percentages, are in U.S. dollars

	For Three Months Ended June 30,									Percentage of
	2014			2013			Net Change			Change
Sales	$	3,519,231		$	4,238,137		$	(718,906	)		(17	%)
Cost of goods sold		2,743,732			3,361,782			(618,050	)		(18	%)
Gross profit		775,499			876,355			(100,856	)		(12	%)
Selling, general and administrative expenses		990,243			1,134,294			(144,051	)		(13	%)
Loss from operations		(214,744	)		(257,939	)		43,195			(17	%)
Interest expense		(220,497	)		(220,862	)		365			(0	%)
Subsidy income – Interest expense		57,557			-			57,666			n/a
Subsidy income		-			13,445			(13,445	)		(100	%)
Other income		13,671			(3,454	)		17,125			(496	%)
Net other income (expense)		(149,269	)		(210,871	)		61,602			(29	%)
Loss before income taxes		(364,013	)		(468,810	)		104,797			(22	%)
Income taxes		-			-			-			-
Net loss	$	(364,013	)	$	(468,810	)	$	104,797			(22	%)

Revenue. Total revenue decreased from $4.2 million for the second quarter of 2013 to $3.5 million for the same period in 2014, which represented a decrease of $0.7 million, or approximately 17%. The decrease in revenues was primarily due to an apparent decline in the demand in China pork market caused by H7N9 avian flu which temporarily diverted consumption demand for pork to chicken or beef.

The following table sets forth our revenues by sales channel for the second quarter of 2014 and 2013.

	Sales by Distribution Channel (US dollars in thousands)
	Three Months Ended June 30,
	2014					2013
	Amount		Percent			Amount		Percent
“Branded” retail stores and supermarket stores	$	2,590		73	%	$	3,301		78	%
Food services distributors		759		22	%		767		18	%
Restaurants and non-commercial		170		5	%		170		4	%
	$	3,519		100	%	$	4,238		100	%

During the three months ended June 30, 2014, revenue from sales to “branded” retail stores and supermarket stores was $2.6 million, which represented a decrease of $0.7 million, or approximately 22%, as compared to the three months ended June 30, 2013. During the three months ended June 30, 2014, revenue from sales to restaurants and non-commercial customers was $170,000, which was the same with our performance during the three months ended June 30, 2013. As stated above, the decreases in revenues from sales to “branded” retail stores and supermarket stores were primarily due to an apparent decline in the demand in China pork market caused by H7N9 avian flu which temporarily diverted consumption demand for pork to chicken or beef. During the three months ended June 30, 2014, revenue from sales to food service distributors decreased to $8,000, which represented a flat, as compared to the three months ended June 30, 2013.

Cost of sales. Cost of sales decreased from $3.4 million for the three months ended June 30, 2013 to $2.7 million for the three months ended June 30, 2014, which represented a decrease of $0.6 million, or approximately 18%. The decrease in cost of sales was in line with the decrease in our revenue for the same period.

Gross Profit. The gross profit margin slightly increased from 21% for the three months ended June 30, 2013 to 22% for the same period in 2014. The increase in gross profit margin was primarily attributable to a decrease in the cost of raw materials during the three months ended June 30, 2014.

Expenses. Selling, general and administrative expenses decreased by $144,051 in the second quarter of 2014 as compared to the same period in 2013. The decrease was primarily a result of a decrease in bad debt expense of $80,000 accrued over accounts receivable and a decrease of $36,000 in legal service fees.

Interest income (expense). We had interest expense of $220,497 during the second quarter of 2014, which demonstrated minimal change, comparing with the interest expense of $220,862 in the same period of 2013. However, we received $57,557 subsidy income from the local government for our interest expenditures during the second quarter of 2014, comparing $0 for the second quarter of 2013.

The details of the gross interest expense and subsidies received from the local government are as follow:

	For the Three Months Ended June 30,
	2014			2013
Interest expense	$	(157,291	)	$	(225,521	)
Deduct:
Interest income		5,540			4,659
Subsidy received from the local government		57,557			-
Net balance	$	(220,497	)	$	(220,862	)

We have benefitted from government grants and subsidies. In particular, we received (a) one-time subsidy for interest expense of $57,557 and $0 during the three months ended June 30, 2014 and 2013, and (b) subsidies of $0 and $13,445 for supporting agricultural development in minority areas in the second quarter of 2014 and 2013, respectively. The one-time subsidies for interest expenses were granted based on the amount of the Company’s outstanding bank loans and the number of days that the bank loans were outstanding. The one-time subsidies for interest expense were recognized as income upon received. No subsidies for bank interest expenses were deferred. The subsidies were recorded as “subsidy income” in our financial statements. The subsidies are generally determined based on the local government’s financial status, policy, and various political factors. There is no guarantee that we will continue to receive such subsidies in comparable amounts or at all in the future.

The subsidies for the bank interest expenses which the Company received in the three months ended June 30, 2014 and related bank loans for its relevant outstanding period over the year ended December 31, 2013 listed as follow:

	During the Year Ended December 31, 2013
	Outstanding Loans		Granted Interest Subsidy
Loan payable to Bank of China, annual interest rate of 6%, due by November 20, 2014 with buildings and land use rights provided by the shareholders as collateral.	$	4,582,351	$	57,557

	$	4,582,351	$	57,557

Income Taxes. The effective tax rate in the PRC on income generated from the sale of prepared products is 25% and there is no income tax on income generated from the sale of raw products including raw meat products. At June 30, 2014, we had a net operating loss carry-forward for Chinese income tax purposes aggregating approximately $2 million which will expire through the year 2018.

Comparison of the Results of Operations for the Six Months Ended June 30, 2014 and 2013

All amounts, other than percentages, are in U.S. dollars

	For Six Months Ended June 30,						Net			Percentage of
	2014			2013			Change			Change
Sales	$	7,896,072		$	8,772,014		$	(875,942	)		(10	%)
Cost of goods sold		6,232,633			7,062,253			(829,620	)		(12	%)
Gross profit		1,663,439			1,709,761			(46,322	)		(3	%)
Selling, general and administrative expenses		2,242,504			2,052,569			189,935			9	%
Loss from operations		(579,065	)		(342,808	)		(236,257	)		69	%
Interest expense		(448,947	)		(417,965	)		(30,982	)		7	%
Subsidy income – Interest expense		524,080			-			524,080			n/a
Subsidy income		27,623			117,509			(89,886	)		(76	%)
Other income		11,469			21,713			(10,244	)		(47	%)
Net other income (expense)		114,225			(278,743	)		392,968			(141	%)
Loss before income taxes		(464,840	)		(621,551	)		156,711			(25	%)
Income taxes		-			-			-			-
Net loss	$	(464,840	)	$	(621,551	)	$	156,711			(25	%)

Revenue. Total revenue decreased from $8.8 million for the six months ended June 30, 2013 to $7.9 million for the same period in 2014, which represented a decrease of $0.1 million, or approximately 10%. The decrease in revenues was primarily due to an apparent decline in the demand in China pork market caused by H7N9 avian flu which temporarily diverted consumption demand for pork to chicken or beef.

The following table sets forth our revenues by sales channel for the six months ended June 30, 2014 and 2013.

	Sales by Distribution Channel (US dollars in thousands)
	Six Months Ended June 30,
	2014					2013
	Amount		Percent			Amount		Percent
“Branded” retail stores and supermarket stores	$	5,395		68	%	$	6,484		74	%
Food services distributors		2,001		25	%		1,253		14	%
Restaurants and non-commercial		500		7	%		1,035		12	%
	$	7,896		100	%	$	8,772		100	%

During the six months ended June 30, 2014, revenue from sales to “branded” retail stores and supermarket stores was $5.4 million, which represented a decrease of $1.1 million, or approximately 17%, as compared to the six months ended June 30, 2013. During the six months ended June 30, 2014, revenue from sales to restaurants and non-commercial customers decreased to $500,000, which represented a decrease of $535,000, or approximately 52%, as compared to the six months ended June 30, 2013. As stated above, the decreases in both revenues from sales to “branded” retail stores and supermarket stores and revenues from sales to restaurants and non-commercial customers were primarily due to an apparent decline in the demand in China pork market caused by H7N9 avian flu which temporarily diverted consumption demand for pork to chicken or beef. During the six months ended June 30, 2014, revenues from sales to food service distributors increased to $2 million, which represented an increase of $0.7 million, or approximately 60%, as compared to the six months ended June 30, 2013. Food service distributors purchase our pork products and resell them to wholesalers and pork processing factories. The increased orders by food service distributors were driven by their intent to take advantage of the potentially enlarged profit led by the price decline.

Cost of sales. Cost of sales decreased from $7.1 million for the six months ended June 30, 2013 to $6.2 million for the six months ended June 30, 2014, which represented a decrease of $0.9 million, or approximately 12%. The decrease in cost of sales was in line with the decrease in our revenue for the same period.

Gross Profit. The gross profit margin increased from 19% for the six months ended June 30, 2013 to 21% for the same period in 2014. The increase in gross profit margin was primarily attributable to a decrease in the cost of raw materials during the six months ended June 30, 2014.

Expenses. Selling, general and administrative expenses increased by $189,935 in the first half year of 2014 as compared to the same period in 2013. The increase was primarily a result of an increase in bad debt expense of $72,000 accrued over accounts receivable, an increase of $99,000 in payroll related to our expanded sales team and additional entertainment expenditures of $24,000 including various miscellaneous expenses related to business activities, such as payments for courtesy meals and gifts.

Interest income (expense). We had interest expense of $448,947 during the six months ended June 30, 2014, which represents an increase of $30,982 or 7%, comparing with the interest expense of $417,965 in the same period of 2013. The increase in interest expense was primarily due to higher balance of bank loans in 2014. However, we also received subsidies of $524,080 from local government for our interest expense during the six months ended June 30, 2014, comparing no such subsidy in the same period of 2013. We do not recognize or accrue the subsidy income until we receive the subsidy.

The details of the gross interest expense and subsidies received from the local government are as follow:

	For the Six Months Ended June 30,
	2014			2013
Interest expense	$	(456,495	)	$	(423,577	)
Deduct:
Interest income		7,548			5,612
Subsidy received from the local government		524,080			-
Net balance	$	75,133		$	(417,965	)

We have benefitted from government grants and subsidies. In particular, we received (a) one-time subsidy for interest expense of $524,080 and $0 during the six months ended June 30, 2014 and 2013, and (b) subsidies of $27,623 and $117,509 for supporting agricultural development in minority areas in the six months ended June 30, 2014 and 2013, respectively. The one-time subsidies for interest expenses were granted based on the amount of the Company’s outstanding bank loans and the number of days that the bank loans were outstanding. The one-time subsidies for interest expense were recognized as income upon received. No subsidies for bank interest expenses were deferred. The subsidies were recorded as “subsidy income” in our financial statements. The subsidies are generally determined based on the local government’s financial status, policy, and various political factors. There is no guarantee that we will continue to receive such subsidies in comparable amounts or at all in the future.

	During the Year Ended December 31, 2013
	Outstanding Loans		Granted Interest Subsidy
Loan payable to Bank of China, annual interest rate of 6%, due by November 5, 2014 which had been repaid in 2013.	$	4,582,351	$	171,285
Loan payable to Bank of China, annual interest rate of 6%, due by November 20, 2014 with buildings and land use rights provided by the shareholders as collateral.		4,582,351		167,936
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by August 24, 2014 which had been repaid in 2013.		1,374,705		29,562
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by October 1, 2014 which had been repaid in 2013.		1,080,126		3,420
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by September 15, 2014 with buildings and land use rights provided by 2 individuals, Benshuang Yao and Youxiang Zhou as collateral.		2,454,831		6,856
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by December 20, 2013.		818,277		88,685
Loan payable to Agricultural Development Bank of China, annual interest rate of 6.56%, due by January 10, 2013.		818,277		16,287
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by September 19, 2013.		1,309,243		12,216
Loan payable to Hubei Bank, annual interest rate of 6%, due by March 30, 2014, guaranteed by Hubei Xiangyue Professional Guarantee Service Co., Ltd., a major shareholder, and 2 individuals, Fuming Fan and Yulan Tian		1,309,243		27,833

	$	18,329,404	$	524,080

Liquidity and Capital Resources

AtLiquidity ~~September~~is ~~30,~~the ~~2013,~~ability of wea ~~had~~company ~~cash~~to ofgenerate ~~$0.~~funds ~~Before~~to wesupport ~~effected~~its ~~the~~current ~~reverse~~and ~~acquisition~~future operations, satisfy its obligations and otherwise operate on an ~~October~~ongoing basis. At June 30, ~~2013~~2014 our working capital was ($7,386,361) weas ~~intended~~compared to ~~rely~~($9,415,246) ~~upon~~at ~~the~~December ~~issuance~~31, of2013. ~~common~~The increase ~~stock~~in ~~and~~working ~~loans~~capital ~~from~~reflected ~~shareholder~~a toresult ~~fund~~of ~~administrative~~an ~~expenses~~increase ~~pending~~of ~~acquisition~~$1.1 ofmillion in amount due from related party and an ~~operating~~increase of ~~company~~$1.9 ~~However~~million in other current assets at June 30, ~~our~~2014. ~~shareholder~~These ~~was~~funds ~~under~~are nolocated ~~obligation~~in tofinancial ~~provide~~institutions ~~such~~in ~~funding.~~the following locations:

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.

	June 30, 2014					December 31, 2013
Country	Dollar		%			Dollar		%
United States	$	-		-		$	-		-
China		1,589,144		100	%		667,024		100	%
	$	1,589,144		100	%	$	667,024		100	%

~~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.~~30

~~Wenping~~The ~~Luo,~~components ~~the sole director and officer~~ of ~~the~~cash flows ~~Company,~~are ~~supervised~~discussed 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.below:

Recently Issued Accounting Pronouncements

	Six Months Ended June 30,
	2014			2013
Net cash used in operating activities	$	(285,049	)	$	(3,353,589	)
Net cash provided by (used in) investing activities		1,082,445			(708,573	)
Net cash provided by financing activities		98,547			5,149,763
Exchange rate effect on cash		26,177			20,119
Net cash inflow	$	922,120		$	1,107,720

ACash ~~variety~~Used ofin ~~proposed~~Operating 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.Activities

We have financed our operations over the six months ended June 30, 2014 and 2013 primarily through cash from borrowings under our lines of credit with various lending banks in the PRC and sales of the hotel construction project in Laifeng County.

Net cash used in operating activities in the six months ended June 30, 2014 totaled $285,049. Cash flow pertaining to operating activities included depreciation and amortization of $476,946, bad debt expense of $169,511, a decrease from accounts receivable of $667,515, a decrease from inventory of $219,606 and collections from other receivables of $457,158. These favorable factors were offset by an increase over our other current assets of $1,888,956.

Net cash used in operating activities in the six months ended June 30, 2013 totaled $3,353,589. Cash flow pertaining to operating activities included depreciation and amortization of $412,711, bad debt expense of $97,201. These favorable factors were offset by the Company’s net loss for the six months ended June 30, 2013 of ($621,551), an increase of $2,385,275 from other receivables, an increase of $322,678 from advances to suppliers, and an increase of $353,087 from our other current assets.

Cash Provided by (Used in) Investing Activities

Net cash provided by investing activities was $1.1 million in the six months ended June 30, 2014. The investments primarily consisted of our investment in the hotel construction project in Laifeng County of $0.8 million which had been sold to Fengming for $2.7 million or RMB 17 million on April 20, 2014. We had collected part of the proceeds of $2 million from the resale.

Net cash used in investing activities was $0.7 million in the six months ended June 30, 2013. During the six months ended June 30, 2013, a total of $0.4 million was invested in the purchase of fixed assets and $0.3 million was invested in the hotel construction.

Cash Provided by Financing Activities

Net cash provided by financing activities was $98,547 in the six months ended June 30, 2014. During the period, cash provided by financing activities consisted of the proceeds from our renewal short-term loans of $5.7 million, offset by repayments of our short-term loans of $5.4 million.

Net cash provided by financing activities was $5.1 million in the six months ended June 30, 2013. During the six months ended June 30, 2013, cash provided by financing activities consisted of the net proceeds from short-term loans of $3.6 million and a loan from related party of $3.8 million, offset by a repayment of short-term loan of $2.3 million.

Requirement for Additional Funding

We anticipate that our current cash reserves plus cash from our operating activities will not be sufficient to meet our ongoing obligations and fund our operations for the next twelve months.

Specifically, as of June 30, 2014, we had approximately cash reserve of $4.2 million, including $1.6 million cash held by us and $2.6 million cash held by our cashier, accountants and Mr. Wenping Luo, our President, Chief Executive Officer, and a director on behalf of us which was presented as other current assets in our financial statements. We have $15.6 million of bank loans due in the next 12 months and our cash flow from operating activities was $0.3 million outflow for the first half year of 2014. Additionally, we have a negative working capital of $7.4 million as of June 30, 2014.

We anticipated that, our cash reserve of $4.2 million at June 30, 2014 will be insufficient to satisfy our short-term loans of $15.6 million due in the next 12 months and, we will need to obtain $11.4 million of additional funding to meet our ongoing obligations and fund our operations during that twelve months period, if we cannot renew the bank loans as they become due.

Contractual Obligation

The following table summarizes our contractual obligations at June 30, 2014 and the effect those obligations are expected to have on our liquidity and cash flow in future periods.

	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		Over 5 Years
Contractual obligations *
Bank loans	$	15,629,062	$	15,629,062	$	-	$	-	$	-
Others		-		-		-		-		-
	$	15,629,062	$	15,629,062	$	-	$	-	$	-

* Bank loans consisted of short-term bank loans. Historically, we have refinanced these bank loans for an additional term of one year and we expect to continue to refinance these loans upon expiration.

The material terms of the short-term loan agreements were summarized as follow:

	June 30, 2014
Loan payable to Bank of China, annual interest rate of 6%, due by November 20, 2014 with buildings and land use rights provided by the shareholders as collateral.	$	4,548,999
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by January 15, 2015 guaranteed by a third party, Enshi Nongfa Credit Guarantee Co., Ltd.		1,624,643
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by September 24, 2014 with buildings provided by major shareholder as collateral and guaranteed by the same shareholder.		1,624,643
Loan payable to Agricultural Development Bank of China, annual interest rate of 6%, due by November 21, 2014, with buildings and land use rights provided by Laifeng Anpulo Yunxing Transportation Co., Ltd. as collateral and guaranteed by the major shareholders.		1,624,643
Loan payable to Industrial and Commercial Bank of China, annual interest rate of 6%, due by September 15, 2014 with buildings and land use rights provided by 2 individuals, Benshuang Yao and Youxiang Zhou as collateral.		2,436,964
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by March 18, 2014 but had been extended to March 18, 2015.		194,956
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by April 21, 2014 but had been extended to April 20, 2015.		568,625
Loan payable to Laifeng County Small Business Loan Guarantee Company, annual interest rate of 9.72%, due by May 14, 2014 but had been extended to May 14, 2015.		568,625
Loan payable to Laifeng County Finance Bureau without interest burden, due by November 1, 2014.		2,436,964


	$	15,629,062

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.

● 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.32

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.

Critical Accounting Policies

WeOur ~~have~~discussion ~~identified~~and ~~the~~analysis of ~~policies~~our ~~outlined~~financial ~~below~~condition asand ~~critical~~results toof operations are based on our ~~business~~consolidated ~~operations~~financial ~~and~~statements, anwhich ~~understanding~~have ofbeen ~~our~~prepared in ~~results~~accordance ofwith ~~operations~~U.S. generally accepted accounting principles. The ~~list~~preparation isof ~~not~~these ~~intended~~financial statements requires us to make beestimates aand ~~comprehensive~~judgments ~~list~~that ofaffect ~~all~~the reported amounts of ~~our~~assets, ~~accounting~~liabilities, ~~policies~~revenues and expenses. In ~~many~~We ~~cases~~evaluate, ~~the~~on ~~accounting~~an on-going ~~treatment~~basis, ofour aestimates ~~particular~~for ~~transaction~~reasonableness isas ~~specifically~~changes ~~dictated~~occur byin ~~accounting~~our ~~principles~~business ~~generally~~environment. ~~accepted~~We inbase our estimates on experience, the ~~United~~use ~~States~~of independent third-party specialists, ~~with~~and novarious ~~need~~other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for ~~management’s~~making ~~judgment~~judgments inabout ~~their~~the ~~application~~carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~The~~Critical ~~Company~~accounting ~~accounts~~policies are ~~for~~defined ~~income~~as ~~taxes~~those ~~under~~that ~~FASB~~are ~~Codification~~reflective ~~Topic~~of ~~740-10-25~~significant ~~(“ASC~~judgments, ~~740-10-25”). Under~~estimates ~~ASC~~and ~~740-10-25~~uncertainties, ~~deferred tax assets~~ and ~~liabilities~~potentially ~~are~~result ~~recognized~~in ~~for~~materially different ~~the~~results ~~future~~under ~~tax~~different ~~consequences~~assumptions ~~attributable to differences between the financial statement carrying amounts of existing assets~~ and ~~liabilities and their respective tax bases~~conditions. ~~Deferred~~ ~~tax~~We ~~assets~~believe ~~and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~following ~~in which those temporary differences~~ are ~~expected~~our tocritical beaccounting ~~recovered or settled.~~policies:

Basis of Presentation

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Interim Financial Statements

These unaudited financial statements as of and for the six months ended June 30, 2014 and 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 our financial statements and notes thereto for the years ended December 31, 2013 and 2012 included in our Form 10-K filed with the United States Securities and Exchange Commission on March 14, 2014. We 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 six month period ended June 30, 2014 are not necessarily indicative of results for the entire year ending December 31, 2014.

Going Concern

We incurred accumulated deficit of $2.5 million as of June 30, 2014. In addition, we had outstanding loans of $15.6 million that are due in the next 12 months and our cash reserves were accounting for $4.2 million at the same date. We also had a negative working capital of $7.4 million as of June 30, 2014. We may not be able to raise funds from the U.S. markets to pay off these obligations. These conditions raise a substantial doubt as to whether we may continue as a going concern. We are planning to negotiate with our lenders to extend or renew our loans and are planning to seek additional financing from local banks in the PRC. We will also seek to improve our cash flows from operations by implementing cost control measures, collection of loan receivables, and reducing our inventory purchases.

Principles of Consolidation

The consolidated financial statements include the accounts of Anpulo, Anpulo HK, Anpulo WFOE and Anpulo Laifeng. All intercompany transactions and account balances are eliminated in consolidation.

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories. Actual results could differ from those estimates.

Accounts Receivable

We state accounts receivable at cost, net of allowance for doubtful accounts. Based on our past experience and current practice in the PRC, management provides for an allowance for doubtful accounts equivalent to those accounts that are not collected within one year plus 20% of receivables less than six months old, 50% of receivables less than a year old. It is management’s belief that the current bad debt allowance adequately reflects an appropriate estimate based on management’s judgment.

Inventory Valuation

We value our pork inventories at the lower of cost, determined on a weighted average basis, and net realizable value (the estimated market price). When the carcasses are disassembled and transferred from primary processing to various manufacturing departments, we adjust the net realizable value for product specifications and further processing, which becomes the basis for calculating inventory values. In addition, substantially all inventory expenses, packaging and supplies are valued by the weighted average method.

Revenue Recognition

Our revenue recognition policies are in compliance with Securities Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 104 (codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605). Sales revenue is recognized after delivery is complete, customer acceptance of the product occurs and collectability is reasonably assured. Payments received before satisfaction of all relevant criteria for revenue recognition are recorded as unearned revenue. Unearned revenue consists of payments received from customers prior to customer acceptance of our products.

Sales revenue represents the invoiced value of goods, net of value-added tax, or VAT. Our products sold and services provided in China are subject to VAT of 17% of gross sales price. This VAT may be offset by VAT paid by us on raw materials and other materials included in the cost of producing the finished product. We recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes.” We compute our provision for income taxes based on the statutory tax rates and tax planning opportunities available to us in the PRC. Significant judgment is required in evaluating our tax positions and determining our annual tax position.

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

AsOur ofmanagement, ~~the~~including Wenping ~~end~~Luo, ofour ~~the~~Chief ~~period~~Executive ~~covered~~Officer, byand ~~this~~Maochun ~~Report on Form 10-Q~~Kang, our ~~principal~~Chief ~~executive~~Financial ~~officer~~Officer, ~~and~~conducted ~~principal~~an ~~financial~~evaluation ~~officer~~of ~~has evaluated~~ the effectiveness of our “disclosure controls and procedures” (~~“Disclosure Controls”). Disclosure Controls,~~ as defined in Rule 13a-15(e) ofpromulgated ~~the~~under ~~Securities Exchange Act of 1934, as amended (~~the “Exchange Act”), ~~are~~as ~~procedures that are designed with the objective~~ of ~~ensuring~~June ~~that information required to be disclosed in our reports filed under the Exchange Act~~30, ~~is recorded~~2014, ~~processed, summarized and reported within~~ the ~~time~~end ~~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~~period ~~Executive~~covered ~~Officer~~by ~~and~~this ~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure~~report. Our management, ~~including the Chief Executive Officer and Chief Financial Officer,~~ does not expect that our ~~Disclosure~~disclosure ~~Controls~~controls and procedures will prevent all error and all fraud. A control system, no matter how well ~~conceived~~designed and operated, can provide only reasonable, ~~not absolute,~~ assurance that the ~~objectives of the~~ control system’s ~~are~~objectives ~~met.~~will ~~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~~met. Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures 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 disclosure controls ~~also~~and procedures 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~~on ~~his~~the ~~controls~~ evaluation, as ~~our~~of ~~management,~~the ~~including~~end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer ~~has~~ concluded, ~~that~~due to the material weaknesses discussed below, our ~~Disclosure~~disclosure ~~Controls~~controls ~~are~~and procedures were not effective assuch ofthat the ~~end~~information ofrequired to be disclosed in our reports filed or submitted under the ~~period~~Exchange ~~covered~~Act bywas: ~~this~~(i) ~~report~~recorded, ~~due~~processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure as a result of a material ~~weakness~~weaknesses ~~identified~~in ~~below~~our internal control over financial reporting related to our lack of an independent audit committee and the failure to disclose warrants issued in connection with an equity financing in a timely manner.

~~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~~the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~The~~In ~~identified~~its ~~material~~assessment ~~weakness consists~~ of, ~~as of~~ the ~~end~~effectiveness of ~~the~~internal ~~period~~control ~~covered~~over byfinancial ~~this~~reporting ~~report,~~as ~~limited resources and limited number~~ of ~~employees,~~June ~~namely the lack of an audit committee~~30, ~~an understaffed financial and accounting function~~2014, ~~and~~ the ~~need~~Company determined ~~for~~that ~~additional~~there ~~personnel~~were tocontrol ~~prepare~~deficiencies ~~and~~that ~~analyze~~constituted ~~financial~~the ~~information~~following inmaterial ~~a timely manner and to allow review and on-going monitoring and enhancement of our controls~~weaknesses.

13o The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function. o The Company’s internal accounting staff does not have the U.S. GAAP expertise. o There lacks segregation of duties within the Company’s accounting functions.

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.34

In light of this above material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended June 30, 2014 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material weakness, our consolidated financial statements for the quarter ended June 30, 2014 are fairly stated, in all material respects, in accordance with GAAP.

When our financial conditions permit, we plan to take steps to improve our internal controls over financial reporting. Meanwhile, to the extent possible, we are implementing procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

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~~past ~~covered~~fiscal byquarter ~~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~~There ~~reporting~~were ~~companies~~no ~~are~~material changes ~~not~~to ~~required~~the toRisk ~~provide~~Factors ~~the~~disclosed ~~information~~in ~~required~~“Item by1A. Risk ~~this~~Factors” ~~item~~of our Annual Report on Form 10-K for the year ended December 31, 2013.

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~~Certifications ofpursuant ~~the~~to ~~Principal~~Rule ~~Executive~~13a-14(a) ~~Officer~~or ~~pursuant~~15d-14(a) tounder 18the ~~U.S.C.~~Securities ~~Section~~Exchange ~~1350~~Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		~~Certification~~Certifications ofpursuant ~~the~~to ~~Principal~~Rule ~~Financial~~13a-14(a) ~~and~~or ~~Accounting~~15d-14(a) ~~Officer~~under ~~pursuant~~the toSecurities 18Exchange ~~U.S.C.~~Act ~~Section~~of ~~1350~~1934, as amended, 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~~302 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
32.2+		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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 the SEC Release ~~3308238~~33-8238, deemed ~~Exhibit 32.1 is~~ being furnished ~~with~~and ~~this~~not ~~report~~filed.

1435

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
Dated: August 14, 2014	By:	/s/ Wenping Luo
		Wenping Luo
		President and Chief Executive Officer
		President and Chief Executive Officer (Principal Executive Officer)
		(Duly Authorized Officer and Principal Executive Officer)

Date: March 14, 2014	By	/s/ Maochun Kang
Dated: August 14, 2014	By:	/s/ Maochun Kang
		Maochun Kang
		Chief Financial Officer
		Chief Financial Officer (Principal Financial and Accounting Officer)
		(Duly Authorized Officer and Principal Financial and Accounting Officer)

15 36

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