SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 		000-54829 UPOD, INC. (Exact name of registrant as specified in its charter) Delaware 46-1873883 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ADD ADDRESS (Address of principal executive offices) (zip code) 416-729-8787 (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 No 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. Large accelerated filer Accelerated Filer Non-accelerated filer Smaller reporting company X (do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date. Class Outstanding at November 1, 2013 Common Stock, par value $0.0001 2,600,000 Documents incorporated by reference: None ______________________________________________________________________ FINANCIAL STATEMENTS Condensed Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012 1 Consensed Statements of Operations for the Three and Nine Months Ended September 30, 2013 and the Period from July 23, 2012 (Inception) to September 30, 2013 (unaudited) 2 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2012 and the Period from July 23, 2012 (Inception) to September 30, 2013 (unaudited) 3 Notes to Financial Statements (unaudited) 4-6 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS ASSETS September 30,2013 December 31, 2012 ----------------- ----------------- (unaudited) Current Assets Cash $ 260 $ 2,000 ----------------- ----------------- Total asset $ 260 $ 2,000 ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities $ - $ 350 ----------------- ----------------- Total Liabilities - 350 ----------------- ----------------- Stockholders' Equity Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding - - Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,600,000 and 20,000,000 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively 260 2,000 Additional paid-in capital 42,605 1,007 Accumulated deficit (42,605) (1,357) ----------------- ----------------- Total Stockholders' Equity 260 1,650 ----------------- ----------------- Total Liabilities and Stockholders' Equity $ 260 $ 2,000 ================= ================= The accompanying notes are an integral part of these condensed financial statements. 1 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the period from For the three For the nine July 23, 2012 months ended months ended (Inception) to September 30, September 30, September 30, 2013 2013 2013 ------------- ------------ --------------- Revenue $ - $ - $ - Operating expenses 40,448 41,248 42,605 Income tax - - - ------------- ------------- --------------- Net loss $ (40,448) $ (41,248) $ (42,605) ============= ============= =============== Loss per share - basic and diluted $ (0.02) $ (0.02) ============= ============= Weighted average shares- basic and diluted 2,600,000 2,600,000 ------------- ------------- The accompanying notes are an integral part of these condensed financial statements. 2 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the period from For the nine July 23, 2012 months ended (Inception) to September 30, September 30, 2013 2013 ------------- ------------- <c> OPERATING ACTIVITIES Net loss $ (41,248) $ (42,605) ------------- ------------- ChangeS in operating assets and liabilities Accrued liabilities (350) - ------------ ------------ Net cash used in operating activities (41,598) (42,605) ------------ ------------ FINANCING ACTIVITIES Proceeds from issuance of common stock 250 2,250 Redemption of common stock (1,990) (1,990) Proceeds from stockholders' additionl paid-in capital 41,598 42,605 ------------ ------------ Net cash provided by financing activities 39,858 42,865 ------------ ------------ Net increase (decrease) in cash (1,740) 260 Cash, beginning of period 2,000 - ------------ ------------ Cash, end of period $ 260 $ 260 ================ The accompanying notes are an integral part of these condensed financial statements. 3 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Sidegate Acquisition Corporation ("Sidegate" or "the Company") was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Sidegate has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. Sidegate will attempt to locate and negotiate with a business entity for the combination of that target company with Sidegate. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Sidegate will be successful in locating or negotiating with any target company. Sidegate has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition Corporation) (the "Company") issued 2,500,000 shares of its common stock at par representing 96% of the total outstanding 2,600,000 shares of common stock. On September 27, 2013, the Company redeemed an aggregate of 19,900,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,990. On September 27, 2013, Nicholas Agar was named as the President and Directors of the Company. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 4 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013. INCOME TAXES Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2013, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. 5 ______________________________________________________________________ UPOD, INC. (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 2 - GOING CONCERN The Company has sustained operating losses since inception. It has an accumulated deficit of $42,605 as of September 30, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. There is no assurance that the Company will ever be profitable. 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 classifications of liabilities that may result should the Company be unable to continue as a going concern. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Not Adopted In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. NOTE 4 STOCKHOLDER'S EQUITY In July, 2012, the Company issued 20,000,000 common shares to two directors and officers for an aggregated amount of $2,000 in cash. On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition Corporation) (the "Company") issued 2,500,000 shares of its common stock at par representing 96% of the total outstanding 2,600,000 shares of common stock. On September 27, 2013, the Company redeemed an aggregate of 19,900,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,990. 6 ______________________________________________________________________ ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS UPOD, Inc. (formerly Sidegate Acquisition Corporation) ("UPOD" or the "Company") was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On September 26, 2013 UPOD, Inc. changed its name Since inception UPOD has been in the developmental stage and its operations to date have been limited to issuing shares of common stock to its shareholders and filing a registration statement on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. On September 27, 2013, the following events occurred which resulted in a change of control of the Registrant: The Company redeemed an aggregate of 19,900,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,990. The then current officers and directors resigned and Nicholas Agar was appointed to serve as director and president. UPOD Inc. issued 2,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 96% of the total outstanding 2.600,000 shares of common stock to Nicholas Agar. With the issuance of the 2,500,000 shares of stock and the redemption of 19,900,000 shares of stock (discussed below), the Company effected a change in its control and the new majority shareholder(s) elected new management of the Company. The Company may develop its business plan by future acquisitions or mergers but no agreements have been reached regarding any acquisition or other business combination. The Company changed its name as part of the change in control. If the Company makes any acquisitions, mergers or other business combination, the Company will file a Form 8-K but until such time the Company remains a shell company. The Company is designed to develop by merger and/or acquisition or by development of its business plan currently developed multiple logic based non-correlated automated systems to identify opportunities to effect and execute transactions in the foreign exchange market utilizing definitive indicators and mathematical computations to maximize the optimal time for automatic implementation of an order. The Company has developed a combination of non-correlated systems to use different models for any type of market with a continuous screening of market conditions and volatility. The Company anticipates that it will profit from the sale of the software to third parties and be reimbursed a portion of the commission charge from each transaction executed utilizing the software. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. The Company has, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. As of September 30, 2013, the Company has not generated revenues and has no income or cash flows from operations since inception. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, to successfully locate and negotiate with a business entity for the combination of that target company with Sidegate. Management will pay all expenses incurred by the Company until a change in control is effected, without expectation of repayment. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller reporting companies. ITEM 4. Controls and Procedures. Disclosures and Procedures Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission'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 in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report. Changes in Internal Controls Although the Company had a change in control, there was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the past three years, the Company has issued 22,500,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as folllows: On July 31, 2012, the COmpany issued the following shares of its common stock: Name Number of Shares Consideration Tiber Creek Corporation 10,000,000 $1,000 MB Americus LLC 10,000,000 $1,000 On September 26, 2013 an aggregate of 19,900,000 shares was proportionatelly redeemed from the shareholders. On September 26, 2013, the Company issued 2,500,000 shares to Nicholas Agar at par for $250. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On September 26, 2013, the then shareholders of the Company voted unaminously to change the name of the Company to UPOD, Inc. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. ITEM 6. EXHIBITS (a) Exhibits 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UPOD, INC. By: /s/ Nicholas Agar President, Chief Financial Officer Dated: November 19, 2013