UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended May 31, 2014

2015

or

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

For the transition period from ___________ to _____________

Commission File Number: 333-185408

SIPUP CORPORATION INC.

(Exact Name of Registrant as Specified in its Charter)

333-185408
Commission File Number
SIPUP CORPORATION
(Exact name of registrant as specified in it’s charter)
Nevada 99-0382107
(State or other jurisdiction of in Corporationincorporation or organization) (I.R.S. Employer Identification No.)Number)
245 Park Avenue, New York, NY   
1016730 Wall St. 8th floor, New York, NY 10005
(Address of principal executive offices) (Zip Code)
(212 792-4000
(Registrant’s telephone number, including area code)

212-792-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x Yes Noo 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).  oYes x Noo


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,”filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

¨
Accelerated filer¨
Non-accelerated filer¨Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). xYes o Nox


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

As of July 21, 2014, weApril 1, 2016, the registrant had outstanding 4,000,000 shares of common stock, outstanding.

par value $0.001 per share.

 

TABLE OF CONTENTS

 Page
PART I - FINANCIAL INFORMATION1

TABLE of CONTENTS
  
PART I—FINANCIAL INFORMATION3
Item 1. Financial Statements31
Item 2. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations8
Item 4. Controls and Procedures10
 
PART II - OTHER INFORMATION10
Item 1. Legal Proceedings10
Item 6. Exhibits10
SIGNATURES11
  
Item 3. Quantitative and Qualitative Disclosures About Market RiskEXHIBIT INDEX14
Item 4. Controls and Procedures14
PART II—OTHER INFORMATION14
Item 1. Legal Proceedings  14
Item 1A. Risk Factors  14
Item 2. Unregistered Sales of Securities and Use of Proceeds  15
Item 3. Defaults Upon Senior Securities  15
Item 4. Mine Safety Disclosure  15
Item 5. Other Information  15
Item 6. Exhibits  1512

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PART I—I

FINANCIAL INFORMATION

Item 1. 1.   Financial Statements.

Sipup Corporation
(A Development Stage Company)
Condensed Balance Sheets
May 31, 2014 and November 30, 2013
(Unaudited)
ASSETS      
       
  May 31,
2014
  November 30, 2013 
       
NONE      
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT      
       
Liabilities      
Accounts payable and accrued expenses $5,010  $2,980 
Loan payable - stockholders  3,615   1,755 
Total current liabilities  8,625   4,735 
         
Stockholders’ Deficit:        
Common stock, $0.001 par value; 75,000,000 shares authorized,        
4,000,000 shares issued and outstanding  4,000   4,000 
Additional paid in capital  61,068   61,068 
Deficit accumulated during development stage  (73,693)  (69,803)
   (8,625)  (4,735)
         
  $  $ 
SeeStatements

SIPUP CORPORATION INC.

BALANCE SHEETS

(unaudited)

($ in dollars)

  

As of

May 31,

2015

  

As of

November 30,
2014

 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY      
Accounts payable and accrued expenses  33,588   26,087 
Loan from stockholder  7,055   4,555 
         
Total liabilities  40,643   30,642 
         
Stockholders’ deficiency:        
Common stock, $0.001 par value; 75,000,000 shares authorized; 4,000,000 shares issued and outstanding at May 31, 2015 and November 30, 2014  4,000   4,000 
Additional paid-in capital  61,068   61,068 
Accumulated deficit  (105,711)  (95,710)
         
Total stockholders’ deficiency  (40,643)  (30,642)
         
Total liabilities and stockholders’ deficiency $-  $- 

The accompanying summarynotes are an integral part of notes to unaudited condensedthese financial statements.

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 1

 

Sipup Corporation
(A Development Stage Company)
Condensed Statements of Operations
For the Six Months Ended May 31, 2014 and 2013 and for the Period
From October 31, 2012  (Inception) to May 31, 2014
  From October 31,  For the Three Months Ended  For the Six Months Ended 
  2012 (Inception) to  May 31,  May 31, 
  May 31, 2014  2014  2013  2014  2013 
                     
Revenue, net $  $  $  $  $ 
Cost of goods sold                
Gross profit               
                     
Expenses:                    
Officer’s compensation  47,000      32,640      32,640 
Computer and internet  89            89 
Professional fees  25,070   2,550   6,627   3,820   10,063 
Other  1,534      386   70   439 
   73,693   2,550   39,653   3,890   43,231 
                     
Net loss before provision for income taxes  (73,693)  (2,550)  (39,653)  (3,890)  (43,231)
                     
Provision for income taxes               
                
                     
Net loss $(73,693) $(2,550) $(39,653) $(3,890) $(43,231)
                     
Loss per common share - Basic and                    
fully diluted $(0.02) $(0.00) $(0.01) $(0.00) $(0.01)
                     
Weighted average number of shares                    
outstanding - Basic and fully diluted  3,669,412   3,250,000   3,078,043   4,000,000   3,114,945 
See

SIPUP CORPORATION INC.

STATEMENTS OF OPERATIONS

(unaudited)

($ in dollars, except share and per share data)

  

Three Months Ended
May 31,

  

Six Months Ended
May 31,

 
  2015  2014  2015  2014 
Revenues $-  $-  $-  $- 
                 
Costs and operating expenses:                
Cost of revenues  -   -   -   - 
Professional fees  6,500   2,550   9,000   3,820 
Filing fees  300   -   1,001   - 
Other expenses  -   -   -   70 
Total costs and operating expenses  6,800   2,550   10,001   3,890 
                 
                 
Net loss $(6,800) $(2,550) $(10,001) $(3,890)
                 
Net loss per share – basic and diluted attributable to common stockholders $(0.00) $(0.00) $(0.00) $(0.00)
                 
Basic and diluted weighted average number of shares outstanding  4,000,000   4,000,000   4,000,000   4,000,000 

The accompanying summarynotes are an integral part of notes to unaudited condensedthese financial statements.

- 4 -

 2

 

Sipup Corporation
(A Development Stage Company)
Condensed Statement of Stockholders’ Equity
For the Period from October 31, 2012 (Inception) to May 31, 2014
           Accumulated    
        Additional  Deficit During  Total 
  Common Stock  Paid in  Development  Stockholder’s 
  Shares  Amount  Capital  Stage  Equity 
Issuance of common shares for cash at               
at $0.001 per share  3,000,000  $3,000  $  $  $3,000 
Net loss           (5,864)  (5,864)
Balance - November 30, 2012  3,000,000   3,000      (5,864)  (2,864)
                     
Issuance of common shares for cash at                    
$0.05 per share  90,000   90   4,410      4,500 
Issuance of common shares for cash at                    
$0.05 per share  910,000   910   44,590      45,500 
Contribution to additional paid in capital        9,740      9,740 
Contribution to additional paid in capital        2,328      2,328 
Net loss           (63,939)  (63,939)
Balance - November 30, 2013  4,000,000   4,000   61,068   (69,803)  (4,735)
                     
Net loss           (3,890)  (3,890)
Balance - May 31, 2014  4,000,000  $4,000  $61,068  $(73,693) $(8,625)
See

SIPUP CORPORATION INC.

STATEMENTS OF CASH FLOWS

(unaudited)

($ in dollars)

  

Six Months Ended

May 31,

 
  2015  2014 
Cash flows from operating activities:      
Net loss for the period $(10,001) $(3,890)
         
Changes in operating assets and liabilities:        
Increase (decrease) in accounts payable and accrued expenses  7,501   2,030 
Net cash used in operating activities  (2,500)  (1,860)
         
Cash flows from financing activities:        
Proceeds from loan from stockholders  2,500   1,860 
Net cash provided by financing activities  2,500   1,860 
         
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 summarynotes are an integral part of notes to unaudited condensedthese financial statements.

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Sipup Corporation3
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Six Months Ended May 31, 2014 and 2013 and for the Period
From October 31, 2012  (Inception) to May 31, 2014
  From October    
  31, 2012  For the Six Months Ended May 
  (Inception) to  31, 
  May 31, 2014  2014  2013 
          
Cash flows from operating activities:         
Net loss $(73,693) $(3,890) $(43,231)
Adjustments to reconcile net loss to net cash used            
by operating activities:            
Accounts payable and accrued expenses  5,010   2,030   140 
Net cash used by operating activities  (68,683)  (1,860)  (43,091)
             
Cash flows from financing activities:            
Proceeds from issuance of common stock  53,000      50,000 
Stockholders’ loans  3,615   1,860   (5,322)
Stockholder contribution  12,068         
Net cash provided by financing activities  68,683   1,860   44,678 
             
Net increase in cash        1,587 
Cash at beginning of period        2,993 
Cash at end of period $  $  $4,580 
             
Supplemental cash flow information:            
Cash paid during the period for:            
Interest $  $  $ 
Income taxes $  $  $ 
See accompanying summary of notes to unaudited condensed  financial statements.
- 6 -
 

 

Sipup Corporation
(A Development Stage Company)
Notes to

SIPUP CORPORATION INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

Financial Statements

May 31, 2014

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OrganizationStatement Preparation

The unaudited financial statements of Sipup Corporation (“Sipup”Inc. (referred to in this Quarterly Report on Form 10-Q as the “Company”, “we”, “us”, or the “Company”“our”) was incorporated on October 31, 2012, under the laws, of the State of Nevada.  The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”.  The Company intends to produce, pack and sell flavored yogurts.


Basis of Presentation
These interim unaudited condensed financial statements werewhich these notes are a part, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)accounting principles for interim financial information and pursuant to the rulesinstructions of Form 10-Q and regulationsArticle 10 of the Securities and Exchange Commission (the “SEC”).Regulation S-X. Accordingly, they do not include all of the information and footnote disclosuresfootnotes required by GAAPgenerally accepted accounting principles for completeannual financial statements. Management believes that these financial statements includeIn the opinion of our management, all adjustments (consisting only of normal recurring adjustmentsaccruals) considered necessary for a fair statementpresentation of the financial information as of and for the periods presented have been included.

The results for the interim period.  Operating results for the interim period ended May 31, 2014periods presented are not necessarily indicative of the results that may be expected for the year ending November 30, 2014.  Accordingly, theseany future period. The unaudited financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended November 30, 2013.


2014, included in our Annual Report on Form 10-K filed with the SEC on March 22, 2016, and all of our other periodic filings, including Current Reports on Form 8-K, filed with the SEC after the end of our 2014 fiscal year and through the date of this Report.

Sipup Corporation (the "Company") is a Nevada Corporation incorporated on October 31, 2012. The Company plans to establish itself as a properties development business.

Revenue RecognitionBasis of Presentation

In general,

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 records revenue when persuasive evidencewill continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at May 31, 2015, the Company has an arrangement exists, servicesaccumulated deficit of $105,711 from operations and working capital deficit of $40,643 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, 2015.

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.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of May 31, 2015, and for the periods then ended, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of May 31, 2015, and the results of its operations and its cash flows for the periods ended May 31, 2015. These results are not necessarily indicative of the results expected for the calendar year ending November 30, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of November 30, 2014, for additional information, including significant accounting policies.

4

Lease Commitments

The Company does not own any property. We currently lease a virtual office at 30 Wall St. 8th floor, Manhattan, NY. Our lease expires on February 2017. We believe that our facilities are suitable and adequate for our present needs.

Legal proceedings

The Company is not party to any legal proceedings, nor is there any known legal proceedings contemplated against the Company.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies are set out below, these policies have been rendered or product delivery has occurred, the sales priceconsistently applied to the customer is fixed or determinable, and collectability is reasonably assured


Revenue will be recognized at the time the product is delivered or services are performed.  Provision for sales returns will be estimated based on the Company’s historical return experience.  Revenue will beperiod presented, net of returns.

unless otherwise stated:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts reported inof assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes.the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates.


Segment InformationCash and cash equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company follows Accounting Standards Codification (“ASC”maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") 280, “Segment Reporting”.  up to $250,000. As of February 28, 2015 and November 30, 2014 the company has no cash.

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 currently operatescomputes net loss per share in a single segmentaccordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and will evaluate additional segment disclosure requirements as it expands its operations.

- 7 -

Sipup Corporation
(A Development Stage Company)
Notes to Financial Statements
May 31, 2014

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss Per Common Share
diluted earnings per share (“EPS”) on the face of the income statement. Basic net (loss) income per common shareEPS is calculated usingby dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during each reportingthe period. Diluted net (loss) income perEPS is determined by adjusting the profit or loss attributable to common share adjustsshareholders and the weighted average number of common shares outstanding for the effects of all potential dilution that could occur ifdilutive common stock equivalents (convertible debt and preferred stock, warrants, stockshares, which comprise options and restricted stock shares and units) were exercised or converted into common stock.  There were no common stock equivalents atgranted to employees. As May 31, 2014.

2015, the Company had no potentially dilutive shares.

Income Taxes

Deferred income

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 taxfuture consequences related to temporaryof differences between the financial statement carrying amountamounts of existing assets and liabilities for financial reporting purposes and the amounts used fortheir respective tax purposes at each year end, based on enactedbases (temporary differences). Deferred tax lawsassets and statutoryliabilities are measured using tax rates applicableexpected to apply to taxable income in the periodsyears in which thethose temporary differences are expected to affect taxable income.  A valuation allowance is recognizedrecovered or settled. Valuation allowances for deferred tax assets are established when based on the weight of all available evidence, it is considered more likely than not that all,some portion or some portion,all of the deferred tax assets will not be realized.  Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.


ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained

Stock based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information.  A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.


compensation

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.

5

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.

- 8 -

 

Sipup Corporation
(A

Currently, the Company does not have stock incentive plan

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

During the year ended November 30, 2014, the Company has elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Company)

NotesEntities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to Financial Statements
May 31, 2014

Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cashremove the inception to date information and Cash Equivalents
The Company considers all highly liquid investments with an original maturityreferences to development stage.

We do not believe that the adoption of three months or less to be cash equivalents.  There were no cash equivalents at February 28, 2013.


Recent Pronouncements
There are no recentany other recently issued accounting pronouncements that apply to the Company.

Note 2.in 2014 had a significant impact on our financial position, results of operations, or cash flow.

NOTE 3 – LOAN PAYABLE -FROM STOCKHOLDER


During the six month period ended May 31, 2014 three stockholders advanced the Company $3,615 to pay expenses.  

  As of, 
  May 31,
2015
  November 30, 2014 
Loan from related party* in dollars $7,055  $4,555 

*The loans bearabove loan is unsecured, bears no interest and are payablehas no repayment term. This loan is repayable on demand.


Note 3.demand

NOTE 4 – STOCKHOLDERS’ DEFICIT


Common stock

In October 2012, the Company issued 3,000,000 shares of common stock at $0.001a 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.

Note 4.

NOTE 5 – INCOME TAXES


The

a. Provision for income taxes

No provision for income taxes differs fromwas required for the amount computedthree months ended May 31, 2015 and November 30, 2014 due to net losses in these periods.

6

b. In accordance with ASC 740-10, the components of deferred income taxes are as follows:

  As of 
  May 31,
2015
  November 30, 2014 
Net operating losses carryforwards $14,882  $14,357 
Less valuation allowance  (14,882)  (14,357)
Net deferred tax assets $-  $- 

The Company provided a valuation allowance equal to the deferred income tax assets for period endedMay 31, 2015 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As ofMay 31, 2015 the Company had approximately $105,711 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by applying the statutoryyear 2035.

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 rate to income before provision for income taxes.  The sources and tax effectsreturns of the differencesCompany are subject to examination by the IRS, generally for three years after they are filed.

NOTE 6 – RELATED PARTY TRANSACTION

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged. The stockholders who gave the loan to the company are not considered as follows:


a related party because they have less than 10% of the stock.

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.

 7
Income tax provision at the federal
statutory rate
25%
Effect of operating losses(25) %
0%

- 9 -
 

 

Sipup Corporation
(A Development Stage Company)
Notes to Financial Statements

Note 4.  INCOME TAXES (continued)

As of May 31, 2014, the Company has a net operating loss carryforward of approximately $74,000.  This loss will be available to offset future taxable income.  If not used, this carryforward will begin to expire in 2032. The deferred tax asset relating to the operating loss carryforward has been fully reserved at May 31, 2014 due to the uncertainty of its recognition.

Note 5.  BASIS OF REPORTING

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature.  For the period from October 31, 2012 (inception) to May 31, 2014, the Company incurred a net loss of approximately $74,000.  In addition, the Company has no significant assets or revenue generating operations.

The Company currently does not have sufficient cash to sustain itself for the next 12 months, and will require additional funding in order to execute its plan of operations and to continue as a going concern.  To meet its cash needs, management expects to raise capital through a private placement offering.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

- 10 -

Item 2.2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’sOperations, or MD&A, should be read in conjunction with the Management's Discussion and Analysis

of Financial Condition and Results of Operations and the Financial Statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended November 30, 2014. 

Forward-Looking Statements

This sectionQuarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Form 10-Q includes a numberSecurities Act of forward-looking statements that reflect our current views with respect to future events1933, as amended, and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are subjectbased on current expectations, estimates, forecasts and projections about us, our future performance, the industries in which we operate our beliefs and our management’s assumptions.  In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf.  Words such as “may,” “expect,” “anticipate,” “forecast,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and involve certain risks, uncertainties and uncertaintiesassumptions that could causeare difficult to assess.  Therefore, actual outcomes and results tomay differ materially from our predictions.


Corporate History

what is expressed or forecasted in such forward-looking statements.  

Overview

Sipup Corporation (“Sipup” or the “Company”) was incorporated on October 31, 2012 under the laws of the State of Nevada. The Company is inNevada for the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. The Company intends to produce, pack and sell flavored yogurts.


Description of Business

We are a development stage company which is in the businesspurpose of producing, packing and selling flavored yogurts.  We currently have never declared bankruptcy, have never beenno revenue generating business.

The Company is presently negotiating the terms of a proposed transaction whereby the Company would acquire all of the outstanding capital stock of a privately held company engaged in receivership,the business of acquiring and have never been involveddeveloping commercial real estate property (the "Target Company") in any legal action or proceedings. Since incorporation, we have not made any significant purchase or saleexchange for the issuance to the stockholders of assets.


We intendthe Target Company shares of the Company’s common stock in an amount, after giving effect to build our business through delivering high quality flavored yogurts. Our business strategythe transaction, which would be equal to approximately 60% of the issued and outstanding stock of the Company. The transaction is expected to keep producing different flavored yogurts to gather the interest of new customers and eventually leading to steady income.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continuebe treated as a going concern and, accordingly, do not include adjustments relatingrecapitalization with the Target Company as the accounting acquirer (reverse acquisition). The proposed transaction is subject to the recoverabilitynegotiation, execution and realizationdelivery of assetsdefinitive agreements as well as the satisfaction of certain significant additional conditions, including the remittance by the Target Company up to $1,000,000 to the Company to be used to pay certain debts of the Company and classificationthe Company's legal and accounting fees in connection with negotiating the proposed transaction, the definitive documents for the proposed transaction and the preparation and filing of liabilitiesthe Company's past due SEC reports. We are also exploring opportunities in the oil and gas exploration industry, focusing on acquisition of small – mid producing wells in USA and Canada. No assurance can be provided that might be necessary should we be unable to continue in operation. We expect wethe Company and Target Company will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, amongsuccessfully conclude the proposed transaction with the Target Company or the other things, the salenoted opportunity.

Results of equity or debt securities.


Operations - Three and Six Month PeriodMonths Ended May 31, 20142015, Compared to the Three and Six Month PeriodMonths Ended May 31, 20132014

During the period, we incorporated the Company, and prepared a business plan. Our loss since inception is $105,711 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 three months ended May 31, 2015 and 2014, we had no revenues.

8

Our net loss

Costs and Operating Expenses

Professional fees increased by $3,950 to $6,500 for the three and six month periodmonths ended May 31, 2014 was2015, from $2,550 and $3,890, respectively, compared to a net loss of $39,653 and 43,321duringfor the three and six month periodmonths ended May 31, 2013, respectively.2014. During the three and six month periodmonths ended May 31, 2014 and 2013,2015 we did not generate any revenue.


Duringrecorded $300 of filing fees.

Results of Operations - Six Months Ended May 31, 2015, Compared to Six Months Ended May 31, 2014

Revenues

For the three and six month periodmonths ended May 31, 2015 and 2014, we incurred officer's compensation of $nil, computerhad no revenues.

Costs and internet expenses of $nil, professionalOperating Expenses

Professional fees of $2,550 and $3,820, respectively and other expense of $nil as comparedincreased by $5,180 to officer's compensation of $32,640 and $32,640, respectviely, computer and internet expenses of $nil and $89, respectively, professional fees of $6,627 and 10,063, respectively, and other expense of $386 and $439, respectively. Other expenses and professional fees incurred during these periods were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

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The weighted average number of shares outstanding, basic and fully diluted, was 4,000,000$9,000 for the six month periodmonths ended May 31, 2014.
Working Capital
       
  
May 31,
2014
$
  
November 30,
2013
$
 
Current Assets  0   0 
Current Liabilities  8,625   4,735 
Stockholders’(Deficit)  (8,625)  (4,735)
Cash Flows
       
  
Six months ended May 31, 2014
$
  
Six months ended May 31, 2013
$
 
Cash Flows used by Operating Activities  (1,860)  (43,091)
Cash Flows provided by Financing Activities  1,860   44,678 
Net Increase (decrease) in Cash During Period  0   1,587 

Operating Revenues

From2015, from $3,820 for the Company’s inception on October 31, 2012 tosix months ended May 31, 2014, the Company did not earn any operating revenues.

Operating Expenses and Net Loss

2014. During the six month periodmonths ended May 31, 2014, the Company incurred operating expenses2015 we recorded $1,001 of $3,890 compared with $43,231 for the six month period ended May 31, 2013.

filing fees.

Liquidity and Capital Resources


At

As of May 31, 2015, the company had $Nil cash and our liabilities were $40,643, consisting primarily of Accounts payable and accrued expenses of $33,588 and Loans payable of $7,055. As of November 30, 2014, the Companycompany had $Nil cash and our liabilities were $30,642, consisting primarily of $nil as compared to cashAccounts payable and accrued expenses of $nil at November 30, 2013,$26,087 and total assetsLoans payable of $nil as compared with cash$4,555. The available capital reserves of $nil at May 31, 2013.


At May 31, 2014, the Company had total liabilitiesare not sufficient for the Company to remain operational.

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 $8,625 compared with $4,735 at November 30, 2013.


operations. We must raise cash to implement our strategy and stay in business. The Company hadanticipates over the next 12 months the cost of being a deficit of $73,693 at May 31, 2014 compared with $69,803 at November 30, 2013. The increase in the deficit is due to increases in day-to-day operating expenses.

Cash flow from Operating Activities
During the six month period ended May 31, 2014, the Company used $1,860 of cash for operating activities compared with $43,091of cash for operating activities during the six month period ended May 31, 2014.
Cash flow from Investing Activities
During the six month period ended May 31, 2014, the Company did not have any investing activities.
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reporting public company will be approximately $25,000.

 

Cash flow from Financing Activities

During the six month period ended May 31, 2014, the Company received $1,860 in financing activities.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequateinadequate to fund our operations over the next sixtwelve 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. WeAlthough we intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances, of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may notno assurance can be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubtprovided that we will be able to continue as a going concern without further financing.
Future Financings
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 continuerequire additional funds prior to rely onsuch time and the Company will seek to obtain those funds by selling additional capital through private equity salesplacements, 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 sharesstock, 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 continuemaintain 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 fund ourseek 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. IssuancesAs a result, investors would lose all of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing.

Off-Balance Sheet Arrangements
We have no significant 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 that are material to stockholders.
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their investment.

 9

 

Critical Accounting Policies

Our financial statements

Off-Balance Sheet Arrangements

None.

Contingencies

None.

Item 4.   Controls and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparationProcedures.

(a) Evaluation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4.Disclosure Controls and Procedures.

Our management is responsible for establishing

Each of our principal executive officer and maintaining a systemprincipal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in RuleExchange Act Rules 13a-15(e) and 15d-15(e) under) as of the Exchange Act)end of the period covered by this Quarterly Report on Form 10-Q, has concluded that, is designedbased on such evaluation, our disclosure controls and procedures as of March 31, 2014, were adequate and effective to ensure that material information required to be disclosed by us in the reports that we file orand submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer

(b) Changes in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and proceduresInternal Controls.

There were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no changechanges in our internal control over financial reporting during the three month period ended May 31, 2014our most recently completed fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

PART II.II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As

Item 1.   Legal Proceedings.

None.

Item 6.   Exhibits.

See the Exhibit Index immediately following the signature page hereto for a description of the date ofdocuments that are filed as exhibits to this Quarterly Report no director, officeron Form 10-Q or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

We are a smaller reporting company as definedincorporated by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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reference herein.

 

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None
Item 3. Defaults Upon Senior Securities.

None
Item 4. Mine Safety Disclosure.

None
Item 5. Other Information.
None 

Item 6. Exhibits.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit No.10Description
31Section 302 Certification of Peretz Winkler  - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company
32Section 906 Certification of Peretz Winkler - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company
101. INSXBRL Instance Document
101. SCHXBRL Taxonomy Extension Schema
1010. CALXBRL Taxonomy Extension Calculation Linkbase
101. DEFXBRL Taxonomy Extension Definition Linkbase
101. LABXBRL Taxonomy Extension Label Linkbase
101. PREXBRL Taxonomy Extension Presentation Linkbase
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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reportQuarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


July 21, 2014

SIPUP Corporation
Date: April 1, 2016By:
/s/ Peretz Winkler
Yochai Ozeri
  Peretz WinklerName: Yochai Ozeri
  President, Chief Executive Officer (Principal Executive Officer)Officer and DirectorPrincipal Financial and Accounting Officer)

11
- 16 -

 

EXHIBIT INDEX

Exhibit

Number

Description
31Certification of the Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32Certification of the Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer), furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

101.INSXBRL Instance Document.*
101.SCHXBRL Taxonomy Extension Schema Document.*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.*
101.LABXBRL Taxonomy Extension Label Linkbase Document.*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.*

* Attached.

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