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, 2018 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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3
Kiryat Hamada, 3rd floor, Jerusalem, Israel
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9777603
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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 1-305-999-5232
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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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Emerging
Growth Company
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☐
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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, 2018 was $457,500.
As
of January 26, 2021, Sipup Corporation had 24,044,000 shares issued and outstanding.
SIPUP
CORPORATION INC.
2018
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.
On
May 15, 2019, Sipup Corp. (the “Company”) entered into a short-form agreement with Enlightened Capital Ltd., an Israeli
company with offices Ramat Gan, Israel (“Enlightened”), pursuant to which all outstanding ordinary shares of Enlightened
were exchanged for shares of the Company common stock, $0.001 par value per share (the “Transaction”). In the Transaction,
the Company issued to the sole shareholder of Enlightened an aggregate of 18,000,000 shares of the Company’s common stock.
Following the Transaction, Enlightened became a wholly-owned subsidiary of the Company.
Enlightened
is also engaged, in the field of green energy and is licensed to internationally trade in Certified Emission Reductions, also
known as carbon credits (“CERs”), as issued by the UN until 2040. Enlightened owns Programmes of Activities (“PoAs”),
certified for registration under the “Clean Development Mechanism” (CDM) established by the Kyoto Protocol and the Paris
Agreement to the United Nation’s Framework Convention on Climate Change (“UNFCCC”)
The
ability of Enlightened to acquire the patented technology by exercising the aforementioned option is subject to the successful
capital raise by the Company of a minimum of approximately $4.5 million for the combined activities. The Company does not presently
have any commitments for these funds and no assurance can be provided that the funds can be raised on commercially reasonable
terms or at all. Even if the Company is able to raise the necessary capital, no assurance can be provided that it will be able
to commercialize the patented technology.
On
October 1, 2020, the Company executed a non-binding Letter of Intent (“LOI”) to merge with VeganNation Services Ltd.,
a company formed under the laws of the State of Israel (“VeganNation”). As outlined in the LOI, the proposed
merger will be structured as a reverse triangular merger pursuant to which a newly formed subsidiary of the Company will merge
with and into VeganNation, with VeganNation as the surviving entity and a wholly-owned subsidiary of the Company.VeganNation is,
a global plant-based company building an all-encompassing conscious consumer ecosystem, connecting and empowering plant-based
and sustainable businesses and individuals. Management of the Company believes that the growth of sustainable and plant-based
consumer goods presents a unique opportunity to participate in the fastest growing lifestyle globally.
Additionally,
VeganNation has, on November 26, 2020, entered into a non-binding Letter of Intent (the “LOI”) to acquire a vegan
industry company located in the United States (the “Target”) for a $4 million acquisition. VeganNation has assigned
the LOI to the Company, and the Company intends to consummate the acquisition directly. These and other terms in the LOI may be
adjusted, subject to completion by the Company of its due diligence review and subsequent negotiation with the Target.
In
connection with the proposed transaction, the VeganNation stockholders are expected to receive securities of Sipup that will be
equal to approximately 51% of the issued and outstanding common stock of the Company at the closing of the proposed merger, on
a fully diluted basis. Following the closing of the proposed merger, if any, VeganNation will effect a change in the Company’s
Board of Directors and management as VeganNation’s management deems appropriate.
Corporate
History & Recent Events
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, 2018. Our accumulated deficit is $342,543 as of November 30, 2018. We currently have no revenue generating business
and are focusing on finalizing the transactions discussed above.
During
March 2019 the Company issued Adi Zim Holdings Ltd. (“Adi”) 644,000 restricted shares of the Company’s common
stock in consideration for remittance of $100,000 for purposes of paying outstanding Company obligation to third parties
During
April 2019, the Company and Rosario Capital Ltd. (“Rosario”) have entered into additional service agreement, pursuant
to which Rosario is providing to the Company certain financial advisory and other services. In consideration of any and all Rosario’s
Services, the Company has issued to Rosario 900,000 restricted shares of common stock. The service agreement will be terminated
on December 31, 2020. The fair value of the restricted shares as of the date of issuance was $144,000 using the share price on
the day of issuance.
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 January 26, 2021, 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 3 Kiryat Hamada, 3rd floor, Jerusalem, Israel. Our telephone number is 1-305-999-5232.
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.
Going
Concern
Our
cash balance is $Nil as of November 30, 2018. 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
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 3 Kiryat Hamada, 3rd floor, Jerusalem, Israel 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.
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, 2018
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First Quarter
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$
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0.14
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$
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0.15
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Second Quarter
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$
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0.10
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$
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0.25
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Third Quarter
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$
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0.13
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$
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0.13
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Fourth Quarter
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$
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0.10
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$
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0.15
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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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(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 OTCpink Sheets
for the periods indicated.
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HOLDERS
As
of the date of this Form 10-K the Company had 24,044,000 shares of our common stock issued and outstanding held by 14
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, 2017 to November 30, 2018
Our
loss since inception is $342,543 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.
Revenues
For
the year ended November 30, 2018 and 2017, we had no revenues.
Costs
and Operating Expenses
During
the year ended November 30, 2018 we had recorded expenses of $193,942 comprised of Professional fees of $161,000, filling fees
of $32,942 resulting in a net loss of $193,942 as compared to expenses of $12,560 comprised of Professional fees of $11,000, and
filling fees of $1,560 resulting in a net loss of $12,560 for the fiscal year ended November 30, 2017.
Liquidity
and Capital Resources
As
of November 30, 2018, the company had $Nil cash and our liabilities were $127,475, consisting primarily of Accounts payable and
accrued expenses of $113,455 and Loans from stockholders of $14,020. 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 from stockholders
of $14,020.
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
For
additional and relevant information please see Note 2 of the financial statements.
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.
On
May 20, 2020 (the “Dismissal Date”), the Board of Directors the Company dismissed Weinstein & Co C.P.A. (“Weinstein”)
as the independent registered public accounting firm for the Company. On May 20, 2020, the Board engaged Halperin CPA, Financial
Consulting & Management (“Halperin”) as the Company’s new independent registered public accounting firm. The
decision to dismiss Weinstein resulted from an order (the “Order”) of the Securities and Exchange Commission (the
“SEC”) denying W&CO the privilege of appearing or practicing before the SEC.
The
reports of Weinstein on the Company’s financial statements for the two most recent fiscal years did not contain an adverse
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other
than an explanatory paragraph relating to the Company’s ability to continue as a going concern.
During
the two most recent fiscal years and through the Dismissal Date, there were (i) no disagreements between the Company and Weinstein
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement,
if not resolved to the satisfaction of Weinstein, would have caused Weinstein to make reference thereto in their reports on the
consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
During
the Company’s two most recent fiscal years and in the subsequent interim period through the Dismissal Date, neither the
Company or anyone on its behalf consulted with Halperin regarding either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be
rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to
the Company by Halperin that was an important factor considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv)
of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
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, 2018, 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.
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 annual or interim financial statements will not be prevented or detected.
In connection with the assessment described above, management identified the following internal control over financial reporting
deficiencies that represent material weaknesses as of November 30, 2018.
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Financial Reporting and Closing Process: We did not maintain
an effective financial reporting and closing process to prepare financial statements in accordance with GAAP. We determined that
controls over timely and complete financial statement reviews, effective journal entry controls, and appropriate reconciliation
processes were missing or ineffective. Further, we were unable to complete regulatory filings timely as required by the rules
of the SEC.
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Qualified Personnel: We lacked a sufficient number of
qualified accounting personnel in key financial reporting positions to operate processes and controls over the year end close
process. As a result, a reasonable possibility exists that material misstatements in our financial statements will not be prevented
or detected on a timely basis.
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Control Monitoring: Our controls for monitoring the adequacy
of the design and operating effectiveness of internal control over financial reporting across the Company were ineffective.
As a result, a reasonable possibility exists that material misstatements in our financial statements will not be prevented or
detected on a timely basis.
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Management
believes that the material weaknesses above did not have an effect on our financial results
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
2018 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. Isaac
Thomas
|
|
33
|
|
Chief
Executive Officer
|
|
Mr.
Yochai Ozeri (1)
|
|
43
|
|
Chief
Financial Officer
|
|
Mr.
Netanel Salomon (1)
|
|
31
|
|
Vice
President of Marketing and Investor Relations
|
|
Mr.
Baruch Yadid (3)
|
|
62
|
|
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.
Isaac
Thomas, Age 33
Mr.
Thomas serves as Chief Executive Officer of VeganNation Services Ltd., an Israeli company, a position he has held since January
2018. Mr. Thomas is an entrepreneur from the age of 16. Mr. Thomas’ career spans 17 years of entrepreneurial ventures in
real estate and healthcare, where he acquired, developed, consulted and led visionary projects in the multifamily and senior housing
sectors in the United States. In 2016, through a spiritual journey of meditation, Mr. Thomas has chosen to live a plant based
lifestyle. In January 2018 Mr. Thomas founded VeganNation with the vision of creating the global platform and infrastructure to
unite the global plant-base and sustainable economy into a true global, impactful economic ecosystem.
Yochai
Ozeri, Age 43
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.
Netanel
Salomon, Age 31
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 62
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 four 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, 2018, 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
|
|
|
2018
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
|
2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
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 January 26, 2021, 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 24,044,000 shares of our common stock issued and outstanding as of January 26, 2021.
We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
|
|
|
Shares of
Common
Stock (1)
|
|
|
Percent of
Class
(2)
|
|
|
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
Yochai Ozeri, Chief Financial Officer & Director
|
|
|
-
|
|
|
|
*
|
%
|
|
Netanel Salomon, Vice President & Director
|
|
|
-
|
|
|
|
*
|
|
|
Baruch Yadid, Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5% or more Shareholders
|
|
|
|
|
|
|
|
|
|
Adi Zim Holdings Ltd. (2)
|
|
|
7,644,000
|
|
|
|
31
|
%
|
|
David Daniel (3)
|
|
|
11,000,000
|
|
|
|
45.8
|
%
|
|
Nissim Barih (4)
|
|
|
2,475,000
|
|
|
|
10.3
|
%
|
|
Rasario Capital Ltd (5)
|
|
|
1,595,000
|
|
|
|
6.6
|
%
|
*
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 number of shares beneficially owned by such person (and only such person) by reason of these acquisition
rights.
(2) Mr.
Adi Zim_ holds sole voting and dispositive control of these securities. The address of Adi Zim Holdings Ltd. is Yosef Klausner
10, Ramla Israel.
(3) David
Daniel is the former shareholder of Enlightened. His address is Hanah Senesh 28, Beni Brak, Israel
(4) The
business address of Nissim Barih is 41 Shlomo Hamelech Street, Lod Israel.
(5) Mr. Reuben Ablagon holds sole voting and dispositive control of these securities. The
address of Rosario Capital Ltd is 2 Weizman Street, Tel Aviv 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 Ilanit Halperin (“Halperin”) as the independent registered public accounting firm, for the Company
for the fiscal year ended November 30, 2017 and 2018. Aggregate fees for professional services rendered for the Company by Halperin,
our independent registered public accounting firm, for the fiscal years ended November 30, 2018 and fees for professional services
rendered for the Company by Weinstein & Co, our previous independent registered public accounting firm the year ended November
30, 2017 are set forth below:
|
|
|
2018
|
|
|
2017
|
|
|
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
Financial Statements filed as part of this Annual Report are identified in the Index to 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 January
26, 2021.
|
|
SIPUP
CORPORATION, INC.
|
|
|
|
|
|
By:
|
/s/
Isaac Thomas
|
|
|
|
Isaac
Thomas
|
|
Date:
January 26, 2021
|
|
Chief
Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/
Yochai Ozeri
|
|
Date:
January 26, 2021
|
|
Yochai
Ozeri
|
|
|
|
Chief
Financial Officer
(Principal
Financial 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/
Isaac Thomas
|
|
Chief
Executive Officer and Director
|
|
January
26, 2021
|
|
Isaac
Thomas
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Yochai
Ozeri
|
|
Chief
Financial Officer and Director
|
|
January
26, 2021
|
|
Yochai
Ozeri
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Baruch
Yadid
|
|
Director
|
|
January
26, 2021
|
|
Baruch
Yadid
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Natanel
Salomon
|
|
Director,
Vice President
|
|
January
26, 2021
|
|
Natanel
Salomon
|
|
|
|
|
SIPUP
CORPORATION
INDEX
TO FINANCIAL STATEMENTS
Contents:
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS 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, 2018 and
2017, the related statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each
of the two years in the period ended November 30, 2018, and the related notes (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, 2018 and 2017, and the results of its operations and its cash flows for each of the two years
in the period ended November 30, 2018, in conformity with accounting principles generally accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1B to the financial statements, the Company has not yet generated material revenues from its operations to fund its activities
and is therefore dependent upon external sources for financing its operations. As of November 30, 2018, the Company has incurred
accumulated deficit of $342,942 and negative operating cash flows. These factor among others, as discussed in Note 1B to the financial
statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
concerning these matters are also described in Note 1B to the financial statements. The financial statements do not include any
adjustments that might result from the outcome of’ these uncertainties.
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 audit. 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 audit 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 audit, 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
audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/
Halperin Ilanit.
Certified
Public Accountants (Isr.)
Tel
Aviv, Israel
December
15, 2020
We
have served as the Company’s auditor since 2020
PART
I
FINANCIAL
INFORMATION
Item
1. Financial Statements
SIPUP
CORPORATION INC.
BALANCE
SHEETS
(In
dollars)
|
|
|
Year ended November 30,
|
|
|
|
2018
|
|
2017
|
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
-
|
|
|
|
150,000
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
113,455
|
|
|
|
69,513
|
|
|
Loan from stockholder
|
|
|
14,020
|
|
|
|
14,020
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
127,475
|
|
|
|
83,533
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficiency:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 75,000,000 shares authorized; 4,500,000 shares issued and outstanding at November 30, 2018 and 2017 respectively
|
|
|
4,500
|
|
|
|
4,500
|
|
|
Additional paid-in capital
|
|
|
210,568
|
|
|
|
210,568
|
|
|
Accumulated deficit
|
|
|
(342,543
|
)
|
|
|
(148,601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficiency
|
|
|
(127,475
|
)
|
|
|
66,467
|
|
|
|
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
2018
|
|
2017
|
|
Revenues:
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and operating expenses:
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
-
|
|
|
|
-
|
|
|
Professional fees
|
|
|
161,000
|
|
|
|
11,000
|
|
|
Filing fees
|
|
|
32,942
|
|
|
|
1,560
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
|
193,942
|
|
|
|
12,560
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(193,942
|
)
|
|
$
|
(12,560
|
)
|
|
Net loss per share-basic and diluted attributable to common stockholders
|
|
$
|
(0.04
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares outstanding
|
|
|
4,500,000
|
|
|
|
4,500,000
|
|
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, 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
|
|
|
Loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193,942
|
)
|
|
|
(193,942
|
)
|
|
Balance at November 30, 2018
|
|
|
4,500,000
|
|
|
|
4,500
|
|
|
|
210,568
|
|
|
|
(342,543
|
)
|
|
|
(127,475
|
)
|
The
accompanying notes are an integral part of these financial statements.
SIPUP
CORPORATION INC.
STATEMENTS
OF CASH FLOWS
(In
dollars)
|
|
|
Year Ended
November 30,
|
|
|
|
2018
|
|
2017
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(193,942
|
)
|
|
$
|
(12,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in prepaid expenses
|
|
|
-
|
|
|
|
-
|
|
|
Increase in accounts payable and accrued expenses
|
|
|
43,942
|
|
|
|
10,095
|
|
|
Stock based compensation
|
|
|
150,000
|
|
|
|
-
|
|
|
Net cash used in operating activities
|
|
|
-
|
|
|
|
(2,465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from loan from stockholders
|
|
|
-
|
|
|
|
2,465
|
|
|
Net cash provided by financing activities
|
|
|
-
|
|
|
|
2,465
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase 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. For additional information see
subsequent events
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.
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 of November 30, 2018, the Company
has an accumulated deficit of $342,543 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, 2018.
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
financial statements were prepared in accordance with accounting principles generally accepted in the United States of America
(US GAAP).
Use
of estimates in the preparation of financial statements
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial
statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions
and stock based compensation.
Cash
and cash equivalents, and Restricted cash
Cash
equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit),
that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less
as of the date acquired. 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.
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, 2018, 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).
NOTE
3 – STOCKHOLDERS’ DEFICIT
Common
stock
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.
All services were performed during 2018 and all amount was amortized as expense during the year ended November 2018.
NOTE
4 – INCOME TAXES
a.
Provision for income taxes
No
provision for income taxes was required for the three months ended November 30,
2018 and 2017 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,
|
|
|
|
2018
|
|
2017
|
|
Net operating losses carryforwards
|
|
$
|
40,434
|
|
|
$
|
31,206
|
|
|
Less valuation allowance
|
|
|
(40,434
|
)
|
|
|
(31,206
|
)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company provided a valuation allowance equal to the deferred income tax assets for period ended November
30, 2018 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As
of November 30, 2018, the Company had approximately $342,543 in tax loss carryforwards
that can be utilized future periods to reduce taxable income and expire by the year 2038.
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
5 – RELATED PARTY TRANSACTION
|
|
|
As of November 30,
|
|
|
|
2018
|
|
2017
|
|
Loan from related party
|
|
$
|
14,020
|
|
|
$
|
14,020
|
|
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,
|
|
|
|
2018
|
|
2017
|
|
Professional fees
|
|
$
|
150,000
|
|
|
$
|
-
|
|
NOTE
6 – SUBSEQUENT EVENTS
(i)
On May 15, 2019, Sipup Corp. (the “Company”) entered into a short-form agreement with Enlightened Capital Ltd., an
Israeli company with offices at Bnei-Brak, Israel (“Enlightened”), pursuant to which all outstanding ordinary shares
of Enlightened were exchanged for shares of the Company common stock, $0.001 par value per share (the “Transaction”).
In the Transaction, the Company issued to the sole shareholder of Enlightened, or the designees thereof, an aggregate of 18,000,000
shares of the Company’s common stock. Following the Transaction, Enlightened became a wholly-owned subsidiary of the Company.
(ii)
During March 2019 the Company issued Adi Zim Holdings Ltd. (“Adi”) 644,000 restricted shares of the Company’s
common stock in consideration for remittance of $100,000 for purposes of paying outstanding Company obligation to third parties.
(iii)
During April 2019, the Company and Rosario Capital Ltd. (“Rosario”) have entered into additional service agreement,
pursuant to which Rosario is providing to the Company certain financial advisory and other services. In consideration of any and
all Rosario’s Services, the Company has issued to Rosario 900,000 restricted shares of common stock. The service agreement will
be terminated on December 31, 2020. The fair value of the restricted shares as of the date of issuance was $144,000 using the
share price on the day of issuance.
(iv)
On October 1, 2020, the Company executed a non-binding Letter of Intent (“LOI”) to merge with VeganNation Services
Ltd., a company formed under the laws of the State of Israel (“VeganNation”). As outlined in the LOI, the proposed
merger will be structured as a reverse triangular merger pursuant to which a newly formed subsidiary of the Company will merge
with and into VeganNation, with VeganNation as the surviving entity and a wholly-owned subsidiary of the Company.
VeganNation
is, a leading global plant-based company building an all-encompassing conscious consumer ecosystem, connecting and empowering
plant-based and sustainable businesses and individuals. Management of the Company believes that the growth of sustainable and
plant-based consumer goods presents a unique opportunity to participate in the fastest growing lifestyle globally.
In
connection with the proposed transaction, the VeganNation stockholders are expected to receive securities of Sipup that will be
equal to approximately 50% of the issued and outstanding common stock of the Company at the closing of the proposed merger, on
a fully diluted basis. Subject to satisfaction of the closing conditions, the parties intend to close on the transactions contemplated
under the LOI by January 31, 2021. Following the closing of the proposed merger, VeganNation will effect a change in the Company’s
Board of Directors and management as VeganNation’s management deems appropriate.
EXHIBIT
INDEX
15
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