UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended November 30, 2017 or
☐
TRANSITION
REPORT
For
the transition period from ____________________to _________________________
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Commission
file number 333-185408
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SIPUP
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Nevada
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99-0382107
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
employer
identification no.)
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30
Wall St. 8
th
floor, New York, NY
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code 212-634-4360
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Securities
registered pursuant to Section 12(b) of the Act: none
Securities
registered pursuant to section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No
☒
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting company
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☒
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(Do
not check if a smaller reporting company)
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Emerging
Growth Company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of May 31, 2017 was $457,500.
As
of February 19, 2019, Sipup Corporation had 4,500,000 shares issued and outstanding.
SIPUP
CORPORATION INC.
2016
ANNUAL REPORT ON FORM 10-K
TABLE
OF CONTENTS
PART
I
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K of Sipup Corporation, a Nevada corporation, contains “forward-looking statements,” as defined
in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements
by terminology such as “may”, “will”, “should”, “could”, “expects”,
“plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking
statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities
and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements.
The economic environment within which we operate could materially affect our actual results. Additional factors that could materially
affect these forward-looking statements and/or predictions include, among other things:
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the
uncertainty of profitability based upon our history of losses;
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risks
related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
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Our
stockholders will suffer dilution as the Company will seek future funding or any other financing facilities; and
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other
risks and uncertainties related to our business plan and business strategy.
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This
list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should
be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements
are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation
to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we
believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
We
caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim
any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
All
references in this Form 10-K to the “Company”, “Sipup”, “we”, “us,” or “our”
are to Sipup Corporation
Item
1. Business.
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 currently have no revenue generating business.
We
are currently in negotiations with several entities to enter into the technology business. No assurance can be provided that the
Company will be successful in such endeavor.
Organization
within the last five years
On
October 31, 2012, the Company was incorporated under the laws of the State of Nevada. Through fiscal year 2013, we were engaged
in the production, packing and selling of flavored yogurts and have not generated any revenue; our independent auditors have issued
an opinion about our ability to continue as a going concern in connection with our audited financial statements for the year ended
November 30, 2017. Our accumulated deficit is $148,601 as of November 30, 2017. We currently have no revenue generating business
and are focusing on finalizing the transaction with the Target Company.
The
discussion below provides an overview of our operations, discusses our results of operations, our plan of operations and our liquidity
and capital resources.
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 our sole director. Effective July 1 2014, Messrs Rafi Elul and Peretz Winkler were appointed director and
chief executive officer and director, respectively, whereupon Mr. Daddon resigned. Thereafter, Effective March 17, 2015, Mr. Elul
resigned and effective December 21, 2015, Mr. Baruch Yadid was appointed as a director, Mr. Yochai Ozeri was appointed as Interim
Chief Executive Officer and Chief Financial Officer and as a director and Mr. Natanael Solomon was appointed VP Marketing and
Investor Relations and as a director.
During
December 2016, the Company and Rosario Capital Ltd. (“Rosario”) having their principal places of business at Tel Aviv,
Israel have entered into service agreement, pursuant to which. Rosario is providing to the Company certain critical advisory and
other services. In consideration of any and all Rosario's Services, the Company has issued to Rosario 500,000 restricted shares
of common stock.
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. .
From
inception until the date of this filing we have had limited operating activities. Our financial statements from inception
(October 31, 2012) through our fiscal year ended November 30, 2017 report no revenues and a net loss of $148,601. 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
have no revenues and have incurred losses since inception.
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
As
of February 19, 2019, we have two employees, all of whom are officers. None of our employees are subject to a collective bargaining
agreement.
Offices
The
Company’s principal offices are located at 30 Wall St. 8
th
floor, New York, NY 10005. Our telephone number is
212-634-4360.
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 governments approvals present that we need approval
from or any existing government regulation on our business.
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, 2017. 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 these 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
We
are currently in negotiations with several entities to enter into the technology business. No assurance can be provided that the
Company will be successful in such endeavor.
Subject
to raising working capital, for which we have no commitments, 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.
Item
1A. Risk Factors.
The
Company is a smaller reporting company as defined by rule 12b-2 of the Exchange Act and is not required to provide the information
required under this item.
Item
1B. Unresolved Staff Comments.
Not
applicable.
Item
2. Properties.
The
Company does not own any property. We currently lease a virtual office at 30 Wall St. 8
th
floor, Manhattan, NY on a
month to month basis. We believe that our facilities are suitable and adequate for our present needs.
Item
3. Legal Proceedings.
The
Company is not party to any legal proceedings, nor is there any known legal proceedings contemplated against the Company.
No
director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
Item
4. Mine Safety Disclosures.
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
QUOTATION
ON THE OTC BULLETIN BOARD AND OTC MARKETS GROUP INC.
Our
common stock is quoted on the OTC Pink Sheets under the symbol “SPUP.”
The
following table sets forth, for the periods indicated, the high and low closing bid prices of our common stock. These prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
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LOW
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HIGH
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Year Ended November 30, 2017
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First Quarter
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$
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0.10
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$
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0.20
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Second Quarter
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$
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0.10
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$
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0.20
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Third Quarter
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$
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0.10
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$
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0.20
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Fourth Quarter
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$
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0.10
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$
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0.20
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LOW
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HIGH
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Year Ended November 30, 2016
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First Quarter
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$
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0.20
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$
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0.20
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Second Quarter
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$
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0.20
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$
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0.30
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Third Quarter
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$
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0.20
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$
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0.30
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Fourth Quarter
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$
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0.20
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$
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0.30
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(1)
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The
above table sets forth the range of high and low closing bid prices per share of our common stock as reported on the OTCBB
for the periods indicated.
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HOLDERS
As
of the date of this Form 10-K the Company had 4,500,000 shares of our common stock issued and outstanding held by 13
holders of record.
DIVIDEND
POLICY
We
have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors
and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed
relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
SECURITIES
AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We
have no equity compensation or stock option plans. We may in the future adopt a stock option plan as our mineral exploration activities
progress.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results
of Operations
From
November 30, 2016 to November 30, 2017
During
the period, we incorporated the Company, and prepared a business plan
.
Our loss since inception is $148,601 related primarily
to professional fees, officers' compensation, and the incorporation of the Company, bank charges and office supplies. We have
not meaningfully commenced our proposed business operations and will not do so until after receiving sufficient financing.
Since
inception, we have offered and sold (i) 3,000,000 shares of common stock to Rashid Naeem, our former officer and a director, at
a purchase price of $0.001 per share, for aggregate proceeds of $3,000 and we have offered and sold 1,000,000 shares at a purchase
price of $0.05 per share, for aggregate proceeds of $50,000.
Revenues
For
the year ended November 30, 2017 and 2016, we had no revenues.
Costs
and Operating Expenses
During
the year ended November 30, 2017 we had recorded expenses of $12,560 comprised of Professional fees of $11,000, filling fees of
$1,560 resulting in a net loss of $12,560 as compared to expenses of $24,200 comprised of Professional fees of $11,000, and filling
fees of $1,200 and payroll related compensation of $12,000 resulting in a net loss of $24,200 for the fiscal year ended November
30, 2016.
Liquidity
and Capital Resources
As
of November 30, 2017, the company had $Nil cash and our liabilities were $83,533, consisting primarily of Accounts payable and
accrued expenses of $69,513 and Loans payable of $14,020. As of November 30, 2016, the company had $Nil cash and our liabilities
were $70,973, consisting primarily of Accounts payable and accrued expenses of $59,418 and Loans payable of $11,555. The available
capital reserves of the Company are not sufficient for the Company to remain operational.
During
2017 and 2016 a stockholder advanced the Company $2,465 and $4,500, respectively, to pay expenses.
Our
auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going
business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until after receiving
sufficient financing and implementing our plan of operations. We must raise cash to implement our strategy and stay in business.
The Company anticipates over the next 12 months the cost of being a reporting public company will be approximately $25,000.
Existing
working capital, further advances and debt instruments, and anticipated cash flow are expected to be inadequate to fund our operations
over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations
to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management
anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii)
developmental expenses associated with a start-up business; and (iii) marketing expenses. Although we intend to finance these
expenses with further issuances of securities, and debt issuances, no assurance can be provided that we will be able to raise
funds on commercially acceptable terms or at all.
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 those 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. Because we have been unable to raise additional
cash, Management may consider other business opportunities in order to maintain and increase shareholder value.
We
are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the
failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even
be possible for the Company. At such time these funds are required, management would evaluate the terms of such debt financing.
If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the
Company would be required to cease business operations. As a result, investors would lose all of their investment.
Significant
Accounting Policies
Basis
of Presentation
The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars.
Use
of Estimates
Management
uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Income
Taxes
The
Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting for Income
Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.”
Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance
is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through
future operations.
Fail
Value of Financial Instruments
Accounting
Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments”, requires the Company to
disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.
The Company’s financial instruments consist primarily of cash.
Per
Share Information
The
Company computes net loss per share accordance with FASB ASC 205 “Earnings per Share”. FASB ASC 205 requires presentation
of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net
loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes
all potentially dilutive shares if their effect is anti-dilutive.
Stock
Based Compensation
Stock-based
compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock
option plan and has not granted any stock options.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
We
are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.
Item
8. Financial Statements and Supplementary Data.
The
information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in
this annual report on Form 10-K.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item
9A. Controls and Procedures.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a
process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and
effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America and includes those policies and procedures that:
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Pertains
to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of
assets;
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Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance
with accounting principles generally accepted in the United States of America and receipts and expenditures are being made
in accordance with authorizations of management and directors; and
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Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets
that could have a material effect on our financial statements.
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Under
the supervision and with the participation of our management, including our President and principal financial officer, an evaluation
was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and principle executive officer, who also acts as our principal
financial officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered
by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose
in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules
and forms.
Management’s
Annual Report on Internal Control Over Financial Reporting
As
of November 30, 2017, management assessed the effectiveness of the Company’s internal control over financial reporting based
on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting
such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal control
over financial reporting were not effective to detect the inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material weaknesses.
The
matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under
the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to the lack
of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.
The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial
statements as of November 30, 2017.
Management
believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of
directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which
could result in a material misstatement in our financial statements in future periods.
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated
or plan to initiate the following series of measures.
We
will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical
accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside
directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by
management when funds are available to us.
Management
believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee,
will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.
There
have been no significant changes in our internal controls over financial reporting that occurred during the fourth quarter of
2017 which has materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
This
annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent
registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company
to provide management report in the Annual Report.
Item
9B. Other Information.
None
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
As
of the date of this Form 10-K the Directors and Officers currently serving our Company are as follows:
|
Name
|
|
Age
|
|
Positions
and Offices
|
|
Mr.
Yochai Ozeri (1)
|
|
42
|
|
Interim
Chief Executive Officer, Chief Financial Officer
|
|
Mr.
Netanel Salomon (1)
|
|
30
|
|
Vice
President of Marketing and Investor Relations
|
|
Mr.
Baruch Yadid (3)
|
|
61
|
|
Director
|
The
directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal
from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting.
Officers will hold their positions at the pleasure of the Board of Directors.
Yochai
Ozeri, Age 42
Mr.
Ozeri has been serving, since January 2012, as the Director of Finance and Treasurer of deltathree. In his current roles at deltathree,
Mr. Ozeri serves as its principal financial officer and principal accounting officer. Prior to assuming the positions of at deltathree,
Mr. Ozeri, served as Controller from August 2009 until January 2012. Founded in 1996, deltathree, Inc. is a global provider of
Voice over Internet Protocol (VoIP) telephony services, products, and solutions for partners, resellers and direct consumers.
Prior to joining deltathree, Mr. Ozeri served as a senior auditor at Kost, Forer, Gabbay & Kasierer, a member firm of Ernst
& Young International, in its technology practice group. Mr. Ozeri is a Certified Public Accountant.
Netanael
Salomon, Age 30
Mr.
Solomon has been serving, since November 2014, as a sales executive in Binary Partners which experts in building traded platform
online binary option and Forex platforms for dealers. Prior to assuming the positions of at Binary Partners, Mr. Salomon served
from July 2013 as Vice President; sales and marketing in Webresult an internet marketing solutions company. Mr. Salmon has served
from March 2012 to July 2013 as a consultant and manager of “call of the shofar” Israeli branch, a non-profit focuses
on personal and relational transformation. From November 2010 to March 2012 as a youth guide in Gush Etzion regional municipality
managing employment projects for youth on summer vacation
.
Baruch
Yadid, Age 61
In
the last 10 years Mr. Yadid was involved in several real estates and commercial deals in Israel and abroad, he also played
a major role in the successes of private companies
.
Director
Independence
None
of our directors presently qualify as an independent director in accordance with the published listing requirements of the NASDAQ
Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and
has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged
in various types of business dealings with us. In addition, our board of director has not made a subjective determination as to
its sole director that no relationships exist which, in the opinion of our board of director, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by
the NASDAQ rules. Had our board of director made these determinations, our board of director would have reviewed and discussed
information provided by the director and us with regard to each director business and personal activities and relationships as
they may relate to us and our management.
Conflicts
of Interest
Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed
by such committees are performed by our current directors. The Board of Director has not established an audit committee and does
not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion
that such committees are not necessary since the Company is an early development stage company, and to date, such directors have
been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors have the
authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
Involvement
in Certain Legal Proceedings
There
are no legal proceedings that have occurred in the past 10 years concerning our sole officer and director which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities
or banking industries, or a finding of securities or commodities law violations.
FAMILY
RELATIONS
There
are no family relationships among the directors and officers of Sipup Corporation.
AUDIT
COMMITTEE AND CONFLICTS OF INTEREST
Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed
by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not
have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the
opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors,
and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest
in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and
audit issues that may affect management decisions.
There
are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts
of interest with any of our executive officers or directors.
CODE
OF ETHICS
The
Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because
it currently has minimal operations.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten
percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a)
forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written
representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that,
during the year ended November 30, 2016, none of our executive officers, directors and greater-than-ten percent stockholders complied
with all Section 16(a) filing requirements.
Item
11. Executive Compensation.
Summary
Compensation Table
The
table below summarizes all compensation awarded to, earned by, or paid to our Officer for all services rendered in all capacities
to us for the fiscal periods indicated.
|
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)(1)
|
|
|
Option
Awards
($)(1)
|
|
|
Total
($)
|
|
|
Yochai Ozeri
|
|
|
2016
|
|
|
$
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
6,000
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
We
currently do not pay any compensation to our director serving on our board of director.
Stock
Option Grants
We
have not granted any stock options to the executive officer since our inception. Upon the further development of our business,
we will likely grant options to our sole director and officer consistent with industry standards for businesses similar to ours.
Employment
Agreements
Mr.
Ozeri and the Company entered into an employment agreement dated February 1, 2016 pursuant to which Mr. Ozeri will be paid a monthly
base salary of $2,000 for the first three months. Thereafter, the Company’s board of directors or the appropriate committee
will consider an increase in the base amount. Under the agreement, Mr. Ozeri will be entitled to participate in any future employee
stock option plan that the Company establishes and will be issued non-qualified options for 500,000 shares of the Company’s
common stock. Either the Company or Mr. Ozeri is entitled to terminate employment upon 60 prior days’ notice.
Director
Compensation
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table lists, as of August 9, 2018, the number of shares of common stock of our Company that are beneficially owned by
(i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii)
each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person
is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any
pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
percentages below are calculated based on 4,500,000 shares of our common stock issued and outstanding as of February 19, 2019.
We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
|
Executive Officers and Directors
|
|
Shares of Common
Stock (1)
|
|
|
Percent of
Class (2)
|
|
|
Nissim Barih (3)
|
|
|
2,475,000
|
|
|
|
55
|
%
|
|
Yochai Ozeri, Interim Chief Executive Officer & Director
|
|
|
-
|
|
|
|
*
|
%
|
|
Netanel Salomon, Vice President & Director
|
|
|
-
|
|
|
|
*
|
|
|
Baruch Yadid, Director
|
|
|
|
|
|
|
|
|
|
Executive Officers and Directors as a Group (3 persons)
|
|
|
-
|
|
|
|
*
|
%
|
|
Rasario Capital Ltd
|
|
|
500,000
|
|
|
|
11
|
%
|
*
Less than one percent.
(1)
Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of
an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights.
(2)
Based on 4,500,000 shares of Common Stock issued and outstanding as of the closing of the Purchase.
(3)
A holder of 10% or more of our voting stock. The business address of Nissim Barih is 41 Shlomo Hamelech Street, Lod
Israel.
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Currently,
there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such
transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such
transaction available for the public to view.
The
Company has no formal written employment agreement or other contracts with our current officers and there is no assurance that
the services to be provided by them will be available for any specific length of time in the future.
Item
14. Principal Accounting Fees and Services.
Audit
and Non-Audit Fees
The
Company appointed Weinstein & Co. (“
Weinstein
”) as the independent registered public accounting firm, for
the Company for the fiscal year ended November 30, 2016 and 2017. Aggregate fees for professional services rendered for the Company
by Weinstein & Co, our independent registered public accounting firm, for the fiscal years ended November 30, 2017 and the
year ended November 30, 2016 are set forth below:
|
|
|
2017
|
|
|
2016
|
|
|
Audit fees
|
|
$
|
7,000
|
|
|
$
|
7,000
|
|
|
Audit-related fees
|
|
|
-
|
|
|
|
-
|
|
|
Tax fees
|
|
|
-
|
|
|
|
-
|
|
|
All other fees
|
|
|
-
|
|
|
|
-
|
|
|
Total
|
|
$
|
7,000
|
|
|
$
|
7,000
|
|
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)
Financial Statements.
The
Consolidated Financial Statements filed as part of this Annual Report are identified in the Index to Consolidated Financial Statements
on page F-1 hereto.
(a)(2)
Financial Statement Schedules.
Financial
Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown on
the financial statements or notes thereto.
(a)(3)
Exhibits.
We
hereby file, as exhibits to this Annual Report, those exhibits listed on the Exhibit Index immediately following the signature
page hereto.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on
February
19, 2019
.
|
|
SIPUP
CORPORATION, INC.
|
|
|
|
|
|
By:
|
/s/
Yochai Ozeri
|
|
|
|
Yochai
Ozeri
|
|
Date:
February 19, 2019
|
|
Chief
Executive Officer
(Principal Executive Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Yochai
Ozeri
|
|
Chief
Executive Officer and Director
|
|
February
19, 2019
|
|
Yochai
Ozeri
|
|
(Principal
Executive and
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Baruch
Yadid
|
|
Director
|
|
February
19, 2019
|
|
Baruch
Yadid
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Natanel
Salomon
|
|
Director,
Vice President
|
|
February
19, 2019
|
|
Natanel
Salomon
|
|
|
|
|
SIPUP
CORPORATION
INDEX
TO FINANCIAL STATEMENTS
Contents:
REPORT
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of Sipup Corporation, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Sipup Corporation, Inc (“the Company”) as of November 30, 2017 and
2016 and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the three years
in the period ended November 30, 2017, and the related notes and schedules (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
November 30, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended
November 30, 2017, in conformity with generally accepted accounting principles in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has not established a source of revenue sufficient to cover its operating costs.
As of November 30, 2017, the Company does not have sufficient working capital and cash resources to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
/s/
Weinstein & Co. C.P.A. (Isr)
We
have served as the Company’s auditor since 2016.
Jerusalem,
Israel
12/20/2018
SIPUP
CORPORATION INC.
BALANCE
SHEETS
($ in
dollars
)
|
|
|
Year ended November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
150,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
150,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
69,513
|
|
|
|
59,418
|
|
|
Loan from stockholder
|
|
|
14,020
|
|
|
|
11,555
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
83,533
|
|
|
|
70,973
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficiency:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 75,000,000 shares authorized; 4,500,000 and 4,000,000 shares issued and outstanding at November 30, 2017 and November 30, 2016 respectively
|
|
|
4,500
|
|
|
|
4,000
|
|
|
Additional paid-in capital
|
|
|
210,568
|
|
|
|
61,068
|
|
|
Accumulated deficit
|
|
|
(148,601
|
)
|
|
|
(136,041
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficiency
|
|
|
66,467
|
|
|
|
(70,973
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficiency
|
|
$
|
150,000
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements.
SIPUP
CORPORATION INC.
STATEMENTS
OF OPERATIONS
($
in dollars, except share and per share data)
|
|
|
Year ended November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Revenues:
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
-
|
|
|
|
-
|
|
|
Professional fees
|
|
|
11,000
|
|
|
|
11,000
|
|
|
Filing fees
|
|
|
1,560
|
|
|
|
1,200
|
|
|
Salary and Compensation
|
|
|
-
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
12,560
|
|
|
|
24,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,560
|
)
|
|
$
|
(24,200
|
)
|
|
Net loss per share-basic and diluted attributable to common stockholders
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding
|
|
|
4,500,000
|
|
|
|
4,000,000
|
|
The
accompanying notes are an integral part of these financial statements.
SIPUP
CORPORATION INC.
STATEMENTS
OF STOCKHOLDERS’ DEFICIENCY
($ in
dollars)
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Outstanding
Shares
|
|
|
Amount
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders’
Deficiency
|
|
|
Balance at November 30, 2015
|
|
|
4,000,000
|
|
|
|
4,000
|
|
|
|
61,068
|
|
|
|
(111,841
|
)
|
|
|
(46,773
|
)
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,200
|
)
|
|
|
(24,200
|
)
|
|
Balance at November 30, 2016
|
|
|
4,000,000
|
|
|
|
4,000
|
|
|
|
61,068
|
|
|
|
(136,041
|
)
|
|
|
(70,973
|
)
|
|
Issuance of common stock
|
|
|
500,000
|
|
|
|
500
|
|
|
|
149,500
|
|
|
|
|
|
|
|
150,000
|
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,560
|
)
|
|
|
(12,560
|
)
|
|
Balance at November 30, 2017
|
|
|
4,500,000
|
|
|
|
4,500
|
|
|
|
210,568
|
|
|
|
(148,601
|
)
|
|
|
66,467
|
|
The
accompanying notes are an integral part of these financial statements.
SIPUP
CORPORATION INC.
STATEMENTS
OF CASH FLOWS
(unaudited)
($
in dollars)
|
|
|
Year Ended
November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,560
|
)
|
|
$
|
(24,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in prepaid expenses
|
|
|
150,000
|
|
|
|
|
|
|
Increase in accounts payable and accrued expenses
|
|
|
10,095
|
|
|
|
19,700
|
|
|
Stock based compensation
|
|
|
(150,000
|
)
|
|
|
-
|
|
|
Net cash used in operating activities
|
|
|
(2,465
|
)
|
|
|
(4,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from loan from stockholders
|
|
|
2,465
|
|
|
|
4,500
|
|
|
Net cash provided by financing activities
|
|
|
2,465
|
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial statements.
SIPUP
CORPORATION
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION
Sipup
Corporation (the “Company”) is a Nevada Corporation incorporated on October 31, 2012. The Company plans to establish
itself as a properties development business.
Basis
of Presentation
The
Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”). These financial statements are presented in US dollars.
Fiscal
Year End
The
Corporation has adopted a fiscal year end of November 30.
Going
concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal course of business. As at November 30, 2017, the Company
has an accumulated deficit of $148,601 from operations and has earned no revenues to cover its operating costs. The Company intends
to fund future operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working
capital and other cash requirements for the year ending November 30, 2017.
The
ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing
to continue operations, and development of its business plan. In response to these problems, management intends to raise additional
funds through public or private placement offerings.
These
factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless
otherwise stated:
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts or revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Cash
and cash equivalents
Cash
and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at
credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.
Accounts
Payable and Accrued Expenses
Accounts
payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company
prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect
of the purchase of these goods and services.
Earnings
per Share
The
Company computes net loss per share in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of
both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by
dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares
outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and
the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise
options granted to employees. As November 30, 2017, the Company had no potentially dilutive shares.
Income
Taxes
Income
taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred
tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered
or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or
all of the deferred tax assets will not be realized.
Stock
based compensation
The
Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC
718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using
an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if
actual forfeitures differ from initial estimates.
Equity
instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the
fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument
is satisfied or there is a significant disincentive for non-performance.
Fair
Value of Financial Instruments
The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance
on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation
techniques, are assigned a hierarchical level.
The
following are the hierarchical levels of inputs to measure fair value:
-
Level 1: Quoted prices in active markets for identical instruments;
-
Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);
-
Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).
Recently
Adopted Accounting Pronouncements
We
do not believe that the adoption of any other recently issued accounting pronouncements in 2018 had a significant impact on our
financial position, results of operations, or cash flow.
NOTE
3 – LOAN FROM STOCKHOLDER
|
|
|
As of November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Loan from related party* in dollars
|
|
$
|
12,975
|
|
|
$
|
11,555
|
|
|
Loan from Rosario Capital *
|
|
|
1,045
|
|
|
|
|
|
|
|
|
$
|
14,020
|
|
|
$
|
11,555
|
|
*
The above loan is unsecured, bears no interest and has no repayment term. This loan is repayable on demand
NOTE
4 – STOCKHOLDERS’ DEFICIT
Common
stock
In
October 2012, the Company issued 3,000,000 shares of common stock at a price of $ 0.001 per share.
In
April 2013, pursuant to the terms of an offering registered with the SEC, the Company issued 90,000 shares of common stock at
$0.05 per share.
In
May 2013, pursuant to the terms of an offering registered with the SEC, the Company issued 910,000 shares of common stock at $0.05
per share.
During
December 2016, the Company and Rosario Capital Ltd. (“Rosario”) having their principal places of business at Tel Aviv,
Israel have entered into service agreement, pursuant to which. Rosario is providing to the Company certain critical advisory and
other services. In consideration of any and all Rosario’s Services, the Company has issued to Rosario 500,000 restricted shares
of common stock. The fair value of the shares as of the date of issuance was $150,000 using the share price on the day of issuance.
NOTE
5 – INCOME TAXES
a.
Provision for income taxes
No
provision for income taxes was required for the three months ended November 3
0
,
2017 and 2016 due to net losses in these periods.
b.
In accordance with ASC 740-10, the components of deferred income taxes are as follows:
|
|
|
As of November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Net operating losses carryforwards
|
|
$
|
22,290
|
|
|
$
|
20,406
|
|
|
Less valuation allowance
|
|
|
(22,290
|
)
|
|
|
(20,406
|
)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company provided a valuation allowance equal to the deferred income tax assets for period ended
November
3
0, 2017 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards
.
As
of
November 3
0, 2017, the Company had approximately $148,601 in tax loss carryforwards
that can be utilized future periods to reduce taxable income, and expire by the year 2037.
The
Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized
tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after
they are filed
.
NOTE
6 – RELATED PARTY TRANSACTION
Details
of transaction between the Company and related parties are disclosed below:
The
following entities have been identified as related parties:
|
|
●
|
Mr.
Baruch Yadid – Director
|
|
|
●
|
Mr.
Netanel Solomon – Director
|
|
|
●
|
Mr.
Nissim Barih- Greater than 10% shareholder
|
|
|
●
|
Ms.
Ester Yadid – A sister of a director
|
|
|
|
As of November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Loan from related party
|
|
$
|
14,020
|
|
|
$
|
11,555
|
|
From
time to time, the president and stockholder of the Company provides advances to the Company for its working capital purposes.
These advances bear no interest and are due on demand.
The
following transactions were carried out with related parties:
|
|
|
As of November 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Compensation expenses - Directors
|
|
$
|
-
|
|
|
$
|
12,000
|
|
NOTE
7 – SUBSEQUENT EVENTS
In
accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that
there are no additional material subsequent events to report.
EXHIBIT
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