Our Company
Sipup Corporation was incorporated on October 31, 2012 under the laws of the State of Nevada for the purpose of producing, packing and selling flavored yogurts.
We are a development stage company that has not realized any revenues to date, and our accumulated deficit as of November 30, 2013 is $69,803. To date we have raised an aggregate of $66,823 through the sales of our securities and from stockholders loans. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The Company’s principal offices are located at 245 Park Avenue, New York, NY, 10167. Our telephone number is 212 792-4000.
Organization within the last five years
On October 31, 2012, the Company was incorporated under the laws of the State of Nevada. We were formed to produce, pack, and sell flavored yogurts. We are in the development stage, and have not realized any revenues from our operations.
Rashid Naeem has served as our President, Chief Executive Officer, Secretary and Treasurer, from October 31, 2012, until December 5, 2013 and was replaced following his resignation by Jacob Daddon. Our board of directors is comprised of one person: Jacob Daddon.
We are authorized to issue 75,000,000 shares of common stock, par value $.001 per share. On November 19, 2012, we issued 3,000,000 shares of common stock to our sole officer and director on that date. Mr. Naeem purchased such 3,000,000 shares at a purchase price of $0.001 per share, for an aggregate purchase price of $3,000.
On December 5, 2013, Mr. Nissim Barih (“Barih”) and several other unrelated persons (each a “Buyer” and collectively, the “Buyers”), closed on a transaction (the “Purchase”) in which the Buyers acquired a total of 3,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Sipup from Rashid Naeem, the Company’s sole director and officer (“Naeem”) immediately prior to the Purchase. The Purchase was consummated pursuant to the Stock Purchase Agreement by and among the Buyers and Naeem. The aggregate purchase price paid for the Shares was $131,000. The Shares represented in the aggregate 75% of all of the issued and outstanding shares of the Company’s Common Stock. Barih, one of the Buyers, holds 2,475,000 of the Shares, representing approximately 61% of all of our issued and outstanding Common Stock. The funds used to consummate the Purchase of the Shares were the personal funds of each participating Buyer. Accordingly, the purchase of the Shares resulted in a change in control of the Company.
In connection with the above transaction, Naeem resigned from all officers’ positions that he held in the Company, including President, Chief Executive Officer, Secretary and Treasurer, which resignation became effective immediately upon the closing of the Purchase. Contemporaneously with closing of the Purchase, Jacob Daddon was appointed as our President and Chief Executive Officer and one of our directors.
General
We were incorporated on October 31, 2012 in the State of Nevada. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose.
From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial equity funding by our officer and sole director, contacting FDA, and preparing our recipes. Our financial statements from inception (October 31, 2012) through our fiscal year ended November 30, 2013 report no revenues and a net loss of $69,803. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
We are a development stage company which plans to be in the business of producing, packing, and selling flavored yogurts. To implement our plan of operations we require a minimum funding of $25,000 for the next twelve months. After twelve months period we may need additional financing. If we do not generate any revenue we may need a minimum of $25,000 of additional funding to pay for SEC filing requirements. We have no revenues and have incurred losses since inception. The Company’s principal offices are located at 245 Park Avenue, New York, NY, 10167. Our telephone number is 212 792-4000.
Our operations to date have been devoted primarily to start-up and development activities, which include:
1. Formation of the Company;
2. Development of our business plan;
3. Contacted Food and Drug Administration (FDA) for product labeling procedure and for requirements for registering our manufacturing facility; and
4. Preparing the recipes for our flavored yogurts.
5. Registered our domain name “
www.sipupcorp.com
” but the website is currently under construction.
Our flavored yogurt recipes currently include all fruit flavors. The following list follows what we will be making: Apple, apricot, blueberry, cherry, peach, orange, pear, and strawberry. Our flavors under development will include all the following products: Carrot, cucumber, raisin, almonds and more as we expand the business. All of our flavored yogurts will have sugar added to them. The yogurt business has a lot of competition especially in the recent decades as many flavored and frozen yogurt companies have surfaced. Some of the world’s most established and biggest yogurt companies started out in Europe and we will face immense competition from these established companies. We plan to manufacture, distribute and conduct our planned business from Germany but once we establish our brand like other yogurt companies we will have our yogurts made and distributed all over the place.
Product Description
We intend to produce, pack, and sell our flavored yogurts and market them. We have contacted the Food and Drug Administration (FDA) for the product labeling procedure, and registration requirement of our manufacturing facility. We have not registered our facility with FDA as we will once we setup our office and warehouse. We plan to have our flavored yogurts shelved and refrigerated at local grocery stores and at bigger retailers and wholesalers.
As we will be new in the business, we will require full payments from our customers prior to releasing our flavored yogurts. Potential customers will have two options to pay: by wire transfer or by sending a check/money order. Our customers will be responsible to cover the transporting costs for bigger quantities, as we will not be able to transport products in big quantity. We plan to purchase or lease out delivery vehicles once we start making revenue. Once the customer becomes a regular client we will take a partial deposit to have our product released at our own expense and risk.
Marketing Our Product
We plan to market our yogurts locally initially. We intend to develop and maintain a database of potential small grocery stores locally who may want to buy and have our yogurts put in their refrigerators. Our methods of communication will include: phone calls, email, and regular mail. We will ask our satisfied customers for referrals. To draw attention from potential customers we plan to market and advertise our company though social networking. We intend to use Facebook and Twitter to spread information about our flavored yogurts.
Insurance
We do not maintain any insurance. Because we do not have any insurance, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Employees
We are a development stage company and currently have no employees. Our sole officer and director, is a non-employee officer and director of the Company. We intend to hire employees on an as needed basis. Our sole officer and director handles the company’s day to day operations.
Offices
The Company’s principal offices are located at 245 Park Avenue, New York, NY, 10167. Our telephone number is 212 792-4000.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.
However once we start producing, and packing flavored yogurts we will be required to comply with all regulations, rules and directives of governmental authorities and agencies. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business and do not need to demonstrate that; however we will have to comply with all applicable export, import, and product labeling regulations. Also our flavored yogurts shall comply with all applicable Federal regulations including those contained in the Food and Drug Administration’s Standard of Identity for Yogurt (21 CFR Part 131.200).
We currently have not obtained any copyrights, patents or trademarks. We do not anticipate filing any copyright or trademark applications related to any assets over the next 12 months.
Plan of Operation
Our cash balance is $Nil as of November 30, 2013. We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time.
Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.
We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain theses funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
At the present time, we have been able to raise additional cash by selling of common stock, it will likely not be sufficient to support our planned operations. If we are unable to raise the cash needed to support our operations, we will either suspend product development and marketing activities until we do raise the cash, or cease operations entirely
In the next twelve months, we plan to engage in the following activities to expand our business operations:
(1) In the first and second months after receiving sufficient financing, we plan to set up an office and a small warehouse for operations and storage. Our officer and director will handle our administrative duties.
(2) In the third and fourth months after receiving sufficient financing, we plan to buy used or lease cheap machinery for our flavored yogurts to be produced, and packed in-house instead of out-sourcing to other companies to save costs. We also plan to purchase ingredients and yogurt containers necessary to make and pack the yogurts.
(3) In the fifth and sixth months after receiving sufficient financing, we plan to have a small promotion by sampling our flavored yogurts out to businesses for a feedback and to get our companies name out in the communities and to improve on our flavors.
(4) In the seventh and eight months after receiving sufficient financing we plan to market our flavored yogurts to local grocery retailers to have our yogurts put in their refrigerators.
(5) In the ninth and tenth months after receiving sufficient financing, we plan to meet with bigger retailers and wholesalers to have our flavored yogurts put on shelves at their stores.
(6) In the eleventh and twelfth months after receiving sufficient financing, we plan to come out with more flavors of our flavored yogurts under our company’s name and market them as well.
Subject to raising working capital, management may also consider other business opportunities, including a strategic merger or acquisition outside our current line of business, in order to increase shareholder value.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Limited operating history; Need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
