Annual Report (10-k)

Share Name	Share Symbol	Market	Type
Sipup Corporation (CE)	USOTC:SPUP	OTCMarkets	Common Stock

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, 2021 or

☐ TRANSITION REPORT

For the transition period from ____________________to _________________________

Commission file number 333-185408

	SIPUP CORPORATION
	(Exact name of registrant as specified in its charter)

Nevada		99-0382107
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

2 Mitzpe, Shoham, Israel		6082102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 972-54-5774447

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbols(s)		Name of each exchange on which registered
N/A		N/A		N/A

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth Company	☐

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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, 2021 was $1,012,320.

As of March 14, 2023, Sipup Corporation had 71,047,594 shares issued and outstanding.

SIPUP CORPORATION INC.

2021 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Item 1.	Business	2
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	10
Item 9B.	Other Information	11
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	11
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accounting Fees and Services	15
Item 15.	Exhibits, Financial Statement Schedules	16
	SIGNATURES	17

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:

●

the uncertainty of profitability based upon our history of losses;

●

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

●

Our stockholders will suffer dilution as the Company will seek future funding or any other financing facilities; and

●

other risks and uncertainties related to our business plan and business strategy.

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

on April 26, 2021, Sipup Corp. ( “Sipup,” “we,” “us” or the “Company”) entered into a Share Exchange Agreement with VeganNation Services, Ltd., a company formed under the laws of the State of Israel (“VeganNation”) and the shareholders of VeganNation. pursuant to which the Company agreed to acquire 100% of the issued and outstanding common stock of VeganNation (hereinafter, the “Acquisition”) in exchange for 41,062,240 shares of common stock of the Company. The Share Exchange Agreement is referred to herein collectively as the “Share Exchange Agreement” or the “Agreement”. The Share Exchange Agreement closed on September 30, 2021. At the Closing, pursuant to the Agreement, the Company will issue an aggregate of 41,062,240 shares of Common Stock to the VeganNation shareholders in exchange for 100 Ordinary Shares, par value NIS 1.00 per share, of VeganNation, constituting 100% of the issued and outstanding shares of VeganNation, resulting in VeganNation becoming a wholly-owned subsidiary of Sipup.

Due to circumstances beyond the control of the Parties, Sipup has been unable to develop the business of VeganNation to the extent contemplated by the Exchange Agreement and discussions between Sipup and VeganNation following the execution and delivery of the Exchange Agreement. Accordingly, the parties determined to enter into the Rescission Agreement. Thus on November 30, 2022 the Company entered into a Rescission Agreement (the “Rescission Agreement”) with VeganNation and the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as of September 30, 2021 amongst the parties the Share Exchange Agreemen) was terminated and rescinded in its entirety. Accordingly, each of the parties wase restored to the respective positions they occupied immediately prior to the execution and delivery of the Share Exchange Agreement.

On January 4, 2023, the Company entered into an Asset Management and Development contract (the “Development Contract”) with Kober Renewable Projects Development and Consulting S.R.L., a company duly registered and operating under the Romanian laws (“Kober”) pursuant to which Kober is to identify, manage and develop renewable energy projects in Romania. The Development Contract contemplates that a designated local company will hold land leasing rights or ownership for a period of a minimum of 29 years, plus a 10 years extension option, and in which the Company shall hold rights at least 75% thereof (“Spv”). Based on the Development Contract, Kober shall identify and provide suitable land for development of solar or wind farms, in order bring the Spvto a stage of readiness to develop or to sell part of such projects. Further to the Development Contract discussed above,

On March 27, 2023, Sipup Corporation entered into an agreement with Kober, pursuant to which Kober assigned to the Company’s Kober’s rights under a certain sale and purchase agreements (collectively, the “Agreements”) between Kober and three affiliated companies duly registered and operating under the Romanian laws (collectively, “Sellers”). The Sellers own and control an aggregate of approximately 2.0 Mega Watt (MW) green energy projects consisting of integrated and operational assembly of solar photovoltaic in working and operational status, mounting, assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices and wiring, and all other material for producing and delivering green energy. Under the Agreements, the Sellers sold to Kober all of the operating assets of these projects. Kober will have rights to all of the local licenses and permits necessary to develop and operate the projects.

In addition, Kober has signed on behalf of the Company, additional solar, wind farms and storage agreement for the rights to 165MW and memorandum of understanding for an additional 40MW.

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 current and predecessor 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, 2020. Our accumulated deficit is $2,245,460 as of November 30, 2021. We currently are focusing on finalizing the transactions discussed above.

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 March 14, 2023, 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 2 Mitzpe, Shoham, Israel Israel. Our telephone number is 972-54-5774447.

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.

Renewable Energy

On January 4, 2023, weentered into an Asset Management and Development contract (the “Development Contract”) with Kober Renewable Projects Development and Consulting S.R.L., a company duly registered and operating under the Romanian laws (“Kober”) pursuant to which Kober is to identify, manage and develop renewable energy projects in Romania. The Development Contract contemplates that a designated local company will hold land leasing rights or ownership for a period of a minimum of 29 years, plus a 10 years extension option, and in which the Company shall hold rights at least 75% thereof (“Spv”). Based on the Development Contract, Kober shall identify and provide suitable land for development of solar or wind farms, in order bring the Spvto a stage of readiness to develop or to sell part of such projects.

Under the Development Contract, the Company agreed to pay Kober (i) upfront fee of Euro 100,000, (ii) a monthly management fee in the amount of Euro 27,500, which is payable after the acquisition by the Spv of a minimum of 500mw, (iii) Euro 6,000 for each mw Spv’s rights owned by the Company, subject to the progress of the projects’ approvals and permits (iv) issuance of 19.9% of the outstanding shares of common stock of the Company $0.001 par value to Kober and certain Kober management (v) Issuance of such amount of warrants, as agreed between the parties. The performance of the Company’s obligations is subject to raising the necessary capital of which no assurance can be provided.

In the event the Company shall decide to sell an Spv, the Company shall pay Kober the lesser of (i) Euro 20,000 or (ii) 25% out of the proceeds from the sale of the project.

Further to the Development Contract discussed above, On March 27, 2023, Sipup Corporation entered into an agreement with Kober, pursuant to which Kober assigned to the Company’s Kober’s rights under a certain sale and purchase agreements (collectively, the “Agreements”) between Kober and three affiliated companies duly registered and operating under the Romanian laws (collectively, “Sellers”). The Sellers own and control an aggregate of approximately 2.0 Mega Watt (MW) green energy projects consisting of integrated and operational assembly of solar photovoltaic in working and operational status, mounting, assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices and wiring, and all other material for producing and delivering green energy. Under the Agreements, the Sellers sold to Kober all of the operating assets of these projects.

The aggregate purchase price under the Agreements is EUR 2,200,000, of which EUR 400,000 is due within seven business days and the balance within four (4) months.

The Company intends to develop the projects, subject to raising the required capital of which no assurance can be provided that the Company will be successful.

Kober will have rights to all of the local licenses and permits necessary to develop and operate the projects.

Going Concern

Our cash balance is $Nil as of November 30, 2021. We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time.

Our current and predecessor independent registered public accountants have 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

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 office at 2 Mitzpe, Shoham, 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.

Market Information

The Company’s common stock is traded in the United States on the OTC Pink market under the ticker symbol “SPUP.” Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. SPUP.”

Holders of our Common Stock

As of March 29, 2023, the Company had 71,047,594 registered stockholders holding 69 shares of common stock.

Dividends

Since the Company’s inception, it has not declared nor paid any cash dividends on its capital stock and the Company does not anticipate paying any cash dividends in the foreseeable future. Its current policy is to retain any earnings in order to finance its operations. Its Board of directors will determine future declarations and payments dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans. We may in the future adopt a stock option.

Item 6. [RESERVED]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our audited annual consolidated financial statements as of November 30, 2021 and November 30, 2020 and accompanying notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Annual Report. All amounts are in U.S. dollars and rounded.

Results of Operations

Comparison of the year ended November 30, 2021 to the year ended November 30, 2020

Revenues. We had no revenues for the years ended November 30, 2021 and 2020.

General and Administrative Expenses. For the year ended November 30, 2021, our general and administrative expenses amounted to $163,133, mainly comprised of Professional fees and filings fees, and were $61,248 for the year ended November 30, 2020, mainly comprised of Professional fees and filings fees. This increase in general and administrative expenses for the year ended November 30, 2021 was mainly due to an increase in professional services of $101,885, related to our Share Exchange Agreement with VeganNation signed in April 26, 2021 and which was later terminated and rescinded in its entirety, as described above.

Financial Expenses, net. For the year ended November 30, 2021, our financial income amounted to $29,831 and for the year ended November 30, 2020, our financial expenses amounted to $11,367. The reason for the increase in financial expenses for the year ended November 30, 2021, was mainly due to the decrease in interest expense related to our outstanding loans from stockholders.

Other Losses. For the year ended November 30, 2021, other losses amounted to $1,765,586 as compare to $Nil for the year ended November 30, 2020. Other Losses are comprised of costs related to our Share Exchange Agreement with VeganNation signed in April 26, 2021 and which was later terminated and rescinded in its entirety, as described above.

Net Loss. For the year ended November 30, 2021 and 2020, we recorded a net loss of $1,958,550 and $72,615, respectively, which represented an increase compared to the year ended November 30, 2021, of $1,885,935.

Liquidity and Capital Resources

As of November 30, 2021, the company had $Nil cash and our liabilities were $349,522, consisting primarily of Accounts payable and accrued expenses of $120,475, Convertible note of $45,000 and Loans from stockholders of $184,047. As of November 30, 2020, the company had $Nil cash and our liabilities were $261,082, consisting primarily of Accounts payable and accrued expenses of $88,200 and Loans from stockholders of $172,882.

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 $75,000.

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; however it will likely not be sufficient to support our planned operations. If we are unable to raise the capital 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 December 14, 2022, our Board of Directors dismissed Halperin Ilanit CPA (the “Former Auditor”) as our independent registered public accounting firm.

The audit reports of the Former Auditor on our financial statements for the fiscal years ended November 30, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports contained an explanatory paragraph stating that there was substantial doubt about our ability to continue as a going concern.

During the fiscal years ended November 30, 2021 and 2020, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between us and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

On December 14, 2022, our Board of Directors approved the engagement of Weinstein International CPA ( the “New Auditor”) as our independent registered public accounting firm, effective upon the effectiveness of the dismissal of the Former Auditor. During the fiscal years ended November 30, 2021 and 2020, neither we, nor anyone on its behalf, consulted the New Auditor regarding (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 our financial statements, and no written report or oral advice was provided to us by the New Auditor that the New Auditor concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure 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:

Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

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

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.

Under the supervision and with the participation of our management, including our principal executive officer and our 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 and principal executive officer and 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 for the reasons set forth in our annual report on Form 10-K for the year ended November 30, 2020.

(b) Changes in Internal Controls.

There were no changes in our internal control over financial reporting during quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

As of November 30, 2021, 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 December 31, 2022.

●

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.

●

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.

●

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.

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.

Subject to raising capital, of which no assurance can be provided, 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.

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

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

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. Baruch Yadid	66	Chief Executive Officer, Director
Mr. Yochai Ozeri (1)	45	Chief Financial Officer, Director
Mr. Netanel Salomon (1)	33	Vice President of Marketing and Investor Relations, 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.

Baruch Yadid, Age 63

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.

Yochai Ozeri, Age 44

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 32

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.

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, 2020, 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
($)

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 March 14, 2023, 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 71,047,594 shares of our common stock issued and outstanding as of March 14, 2023. 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)		8,501,143		11.97	%
Shneor Shapira (3)		10,642,795		14.98	%
Itay Yadid (4)		9,450,000		13.30	%
Yosef Chaim Raybi (5)		10,642,794		14.98	%
Vegan Point LLC (6)		10,642,795		14.98	%

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)

Shneor Shapira is

(4)

Itay Yadid

(5)

Yosef Chaim Raybi

(6)

Vegan Point LLC

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 following is a summary of the fees billed by our principal auditor during the calendar years ended November 30, 2021 and 2020:

	2021		2020
Audit fees	$	14,000	$	14,000
Audit-related fees		10,000		10,000
Tax fees		-		-
All other fees		-		-
Total	$	24,000	$	24,000

PART IV

ITEM 15. EXHIBITS, CONSOLIDATED 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 March 31, 2023 .

	SIPUP CORPORATION, INC.

	By:	/s/ Baruch Yadid
		Baruch Yadid
		Interim Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date


/s/ Yochai Ozeri	Director	March 31, 2023
Yochai Ozeri

/s/ Baruch Yadid	Director	March 31, 2023
Baruch Yadid

/s/ Natanel Salomon	Director, Vice President	March 31, 2023
Natanel Salomon

SIPUP CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents:

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of November 30, 2021 and 2020	F-5

Consolidated Statement of Operations for the years ended November 30, 2021 and 2020	F-6

Statements of Stockholders’ Deficit for the years ended November 30, 2021 and 2020	F-7

Consolidated Statements of Cash Flows for the years ended November 30, 2021 and 2020	F-8

Notes to Consolidated Financial Statements	F-9

F-1

Report of the Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Sipup Corporation.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sipup Corporation. and its subsidiaries (“the Company”) as of November 30, 2021 and the related statements of operations, changes in stockholders’ deficit and cash flows, for the year then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30 2021 and the results of its operations and its cash flows for the year ended November 30, 2021, in conformity with generally accepted accounting principles in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, as of November 30, 2021, the Company suffered losses from operations in all years since inception and has a working capital deficit. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous Auditor

This is the first year for which we have served as auditor. The previous year was audited by a different auditor whose permission we have received to serve as the current auditor

F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going concern- refer to note 1 of the financial statements

Critical audit matter description

The Company raised a substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time. The financial statements for the years under audit have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. See the explanatory paragraph of the opinion paragraph.

How the Critical Audit Matter was addressed in the Audit

	-	We evaluated whether there is substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time.

	-	We obtained information about management's plans that are intended to mitigate the effect of such conditions or events, and assess the likelihood that such plans can be effectively implemented.

	-	We added explanatory paragraph to the audit report.

We added an explanatory paragraph to the audit report.

/s/ Weinstein International CPA (PCAOB ID #6629)

We have served as the Company’s auditor since 2022.

Tel Aviv, Israel

March 30, 2023

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

SIPUP CORPORATION, INC.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of SIPUP Corporation, Inc (the “Company”) as of November 30, 2020, the related statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the year in the period ended November 30, 2020, 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, 2020, and the results of its operations and its cash flows for each of the year in the period ended November 30, 2020, 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 1 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, 2020, the Company has incurred accumulated deficit of $286,910 and negative operating cash flows. These factor among others, as discussed in Note 1 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 1 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

May 20, 2021

We have served as the Company’s auditor since 2020 till 2022

F-4

SIPUP CORPORATION INC.

CONSOLIDATED BALANCE SHEETS

(In dollars, except share and per share data)

	Year ended November 30,
	2021			2020
ASSETS
Current assets:
Prepaid expenses		-			7,200

Total assets	$	-		$	7,200

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities and Accrued Expenses		106,175			88,200
Convertible Note (Note 3)		45,000			-
Loan from stockholder (Note 4)		184,047			172,882

Total liabilities		335,222			261,082

Stockholders’ deficit:
Common stock, $0.001 par value; 75,000,000 shares authorized; 70,501,880 and 24,044,000 shares issued and outstanding on November 30, 2021 and 2020, respectively		70,502			24,044
Additional paid-in capital		4,119,170			64,631
Shareholders debt due to issuance of shares		(2,463,734	)		(55,647	)
Proceeds on account of shares		170,000			-
Accumulated deficit		(2,231,160	)		(286,910	)

Total stockholders’ deficit		(335,222	)		(253,882	)

Total liabilities and stockholders’ deficit	$	-		$	7,200

The accompanying notes are an integral part of these consolidated financial statements.

F-5

SIPUP CORPORATION INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In dollars, except share and per share data)

	Year ended November 30,
	2021			2020
Revenues:	$	-		$	-

Operating expenses:

General and administrative expenses		148,333			61,248

Total operating expenses		148,333			61,248

Interest on shareholder loan		29,831			11,367
Other loss (Note 1)		1,765,586			-

Net loss	$	(1,944,250	)	$	(72,615	)
Net loss per share-basic and diluted attributable to common stockholders	$	(0.06	)	$	(0.00	)

Basic and diluted weighted average number of shares outstanding		31,783,145			24,044,000

The accompanying notes are an integral part of these consolidated financial statements.

F-6

SIPUP CORPORATION INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In dollars, except share and per share data)

	Common Stock											Shareholder
	Number of Outstanding Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Proceeds on account of shares		debt due to issuance of shares			Total Stockholders’ Deficiency
Balance at November 30, 2019		24,044,000		24,044		64,631		(214,295	)		-		(55,647	)		(181,267	)
Loss for the period		-		-		-		(72,615	)		-		-			(2,615	)
Balance at November 31, 2020		24,044,000		24,044		64,631		(286,910	)		-		(55,647	)		(253,882	)

Beneficial conversion feature related to convertible loan		-		-		18,480		-			-		-			18,480
Shareholder obligation to issue shares		-		-		-		-			-		55,647			55,647
Issuance of shares for cash		5,395,640		5,396		1,613,387		-			-		-			1,618,783
Proceeds on account of shares		-		-		-					170,000					170,000
Issuance of shares in share exchange transaction (Note 1)		41,062,240		41,062		2,422,672		-			-		(2,463,734	)		-
Loss for the period		-		-				(1,944,250	)		-		-			(1,944,250	)
Balance at November 30, 2021		70,501,880		70,502		4,119,170		(2,231,160	)		170,000		(2,463,734	)		(335,222	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

SIPUP CORPORATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In dollars)

	Year Ended November 30,
	2021			2020
Cash flows from operating activities:
Net loss for the period	$	(1,944,250	)	$	(72,615	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Financial expenses related to convertible loan		18,480			-
Interest on shareholder’s loan		11,165			11,367
Stock based compensation		7,200			86,400
Changes in operating assets and liabilities:
Increase (decrease) in current liabilities and accrued expenses		17,975			(25,152	)
Net cash used in operating activities		(1,889,430	)		-

Cash flows from investing activities:
Related party		-
Restricted fund		-			-
Net cash used in investing activities		-			-

Cash flows from financing activities:
Proceeds from issuance of shares for cash		1,788,783			-
Proceeds from convertible note		45,000			-
Proceed of short-term loan from bank		77,954
Repayment of shareholder’s loan		(77,954	)
Decrease in shareholder debt for issuance of shares		55,647			-
Net cash provided by financing activities		1,889,430			-

Increase in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of period		-			-
Cash and cash equivalents at end of period	$	-		$	-

Supplemental disclosure of cash flow information:
Non cash transactions:
Benefit component of convertible note		18,480			-

The accompanying notes are an integral part of these consolidated financial statements.

F-8

SIPUP CORPORATION

NOTES TO CONSOLIDATED 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

on April 26, 2021, the Company entered into a Share Exchange Agreement with VeganNation Services, Ltd., a company formed under the laws of the State of Israel (“VeganNation”) and the shareholders of VeganNation. pursuant to which the Company agreed to acquire 100% of the issued and outstanding common stock of VeganNation (hereinafter, the “Acquisition”) in exchange for 41,062,240 shares of common stock of the Company. The Share Exchange Agreement is referred to herein collectively as the “Share Exchange Agreement” or the “Agreement”.The Share Exchange Agreement closed on September 30, 2021. At the Closing, pursuant to the Agreement, the Company will issue an aggregate of 41,062,240 shares of Common Stock to the VeganNation shareholders in exchange for 100 Ordinary Shares, par value NIS 1.00 per share, of VeganNation, constituting 100% of the issued and outstanding shares of VeganNation, resulting in VeganNation becoming a wholly-owned subsidiary of Sipup.

Due to circumstances beyond the control of the Parties, Sipup has been unable to develop the business of VeganNation to the extent contemplated by the Exchange Agreement and discussions between Sipup and VeganNation following the execution and delivery of the Exchange Agreement. Accordingly, the parties determined to enter into the Rescission Agreement. Thus on November 30, 2022, the Company entered into a Rescission Agreement (the “Rescission Agreement”) with VeganNation and the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as of September 30, 2021 amongst the parties the Share Exchange Agreemen) was terminated and rescinded in its entirety. Accordingly, each of the parties was restored to the respective positions they occupied immediately prior to the execution and delivery of the Exchange Agreement.

As a results of the Rescission Agreement the Company amortized its investment in VeganNation in the amount of $1,670,586 to the statement of operations for the year ended November 30, 2021.

The aggregate purchase price under the Agreements is EUR 2,200,000, of which EUR 400,000 is due within seven business days and the balance within four (4) months.

The Company intends to develop the projects, subject to raising the required capital of which no assurance can be provided that the Company will be successful.

F-9

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, 2021, the Company has an accumulated deficit of $2,231,160 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, 2021.

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).

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.

Use of estimates in the preparation of consolidated 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.

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, 2020, 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.

F-10

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.

Derivative Liabilities and Fair Value of Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under Accounting Standards Codification (“ASC”) 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815, “Derivatives and Hedging”.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Fair value of certain of the Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

NOTE 3 – CONVERTIBLE LOANS

During December 2020 the company, in consideration of the advance of $50,000 for purposes of paying outstanding Company obligation to third parties, the Company issued to Adi Zim and Rosario Capital Ltd. its unsecured convertible promissory note in the principal amount of $50,000 (the “Note”). The Note is repayable upon the earlier of December 15, 2021 or the closing of the Stock Exchange Agreement with VeganNation. The Note is convertible into shares of the Company’s common stock at a rate equal to $0.10 per share. During the year months ended November 30, 2021 the company received $45,000 representing the full amount of advance payment.

The Conversion was estimated using the Black-Scholes option pricing model. The following are the data and assumptions used as of issuance dates and as of the balance sheet date:

	December 15, 2021
Dividend yield		-
Risk-free interest rate		4.5	%
Expected term (years)		0.95
Volatility		315.6	%
Share price		0.45
Exercise price		0.10
Fair value of beneficial component		18,480

F-11

NOTE 4 – LOAN FROM STOCKHOLDER

	As of year ended,
	November 30, 2021		November 30, 2020
Loan from shareholder (*)	$	170,027	$	147,495
Loan from related party (**)		14,020		14,020
	$	184,047	$	161,515

(*)

The loan is unsecured, bears annual 2.56% interest and has no repayment term. This loan is repayable on demand. On January 9, 2023, Company and the lender agreed to waive certain amount of the loan such that the loan balance shall be reduced to NIS100,000 (approximately $30,000).

(**)

The loan is unsecured, bears no interest and has no repayment term. This loan is repayable on demand

NOTE 5 – STOCKHOLDERS’ DEFICIT

Common stock

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. During the year ended November 30, 2020 the Company recorded $86,400 as professional fees.

During the period ended September 30, 2021 the Company received $1,618,783 for which it issued 3,109,935 restricted shares of common stock on October 4, 2021. In addition, the Company received additional $170,000 for which restricted shares of common stock were issued at December 2022.

As described in note 1 above, on April 26, 2021, the Company entered into a Share Exchange Agreement with VeganNation pursuant to which the Company agreed to acquire 100% of the issued and outstanding common stock of VeganNation in exchange for 41,062,240 shares of common stock of the Company. The shares were issued at September 30, 2021.

Due to circumstances beyond the control of the Parties, Sipup has been unable to develop the business of VeganNation to the extent contemplated by the Exchange Agreement and discussions between Sipup and VeganNation following the execution and delivery of the Exchange Agreement. Accordingly, the parties determined to enter into the Rescission Agreement. Thus on November 30, 2022, the Company entered into a Rescission Agreement (the “Rescission Agreement”) with VeganNation and the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as of September 30, 2021 amongst the parties the Share Exchange Agreemen) was terminated and rescinded in its entirety. Accordingly, each of the parties was restored to the respective positions they occupied immediately prior to the execution and delivery of the Exchange Agreement.

The shares of common stock issued to the shareholder of VeganNation under the Exchange Agreement will be returned to the Company’s treasury.

F-12

NOTE 6 – INCOME TAXES

a. Provision for income taxes

No provision for income taxes was required for the year ended November 30, 2021 and 2020 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,
	2021			2020
Net operating losses carryforwards	$	468,544		$	60,251
Less valuation allowance		(468,544	)		(60,251	)
Net deferred tax assets	$	-		$	-

The Company provided a valuation allowance equal to the deferred income tax assets for period ended November 30, 2021 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of November 30, 2021, the Company had approximately $2,231,160 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 7 – RELATED PARTY TRANSACTION

The following transactions were carried out with related parties:

	As of November 30,
	2021		2020
General and administrative expenses	$	7,200	$	86,400
Interest on shareholder’s loan		11,165		11,367

For additional information please refer to Note 3.

F-13

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.

On January 4, 2023, the “Company”) entered into an Asset Management and Development contract (the “Development Contract”) with Kober Renewable Projects Development and Consulting S.R.L., a company duly registered and operating under the Romanian laws (“Kober”) pursuant to which Kober is to identify, manage and develop renewable energy projects in Romania. The Development Contract contemplates that a designated local company will hold land leasing rights or ownership for a period of a minimum of 29 years, plus a 10 years extension option, and in which the Company shall hold rights at least 75% thereof (“Spv”). Based on the Development Contract, Kober shall identify and provide suitable land for development of solar or wind farms, in order bring the Spvto a stage of readiness to develop or to sell part of such projects.

In the event the Company shall decide to sell an Spv, the Company shall pay Kober the lesser of (i) Euro 20,000 or (ii) 25% out of the proceeds from the sale of the project.

Further to the Development Contract discussed above, On March 27, 2023, the Company entered into an agreement with Kober, pursuant to which Kober assigned to the Company’s Kober’s rights under a certain sale and purchase agreements (collectively, the “Agreements”) between Kober and three affiliated companies duly registered and operating under the Romanian laws (collectively, “Sellers”). The Sellers own and control an aggregate of approximately 2.0 Mega Watt (MW) green energy projects consisting of integrated and operational assembly of solar photovoltaic in working and operational status, mounting, assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wiring devices and wiring, and all other material for producing and delivering green energy. Under the Agreements, the Sellers sold to Kober all of the operating assets of these projects.

The aggregate purchase price under the Agreements is EUR 2,200,000, of which EUR 400,000 is due within seven business days and the balance within four (4) months.

The Company intends to develop the projects, subject to raising the required capital of which no assurance can be provided that the Company will be successful.

Kober will have rights to all of the local licenses and permits necessary to develop and operate the projects.

In addition, Kober has signed on behalf of the Company, additional solar, wind farms and storage agreement for the rights to 165MW and memorandum of understanding for an additional 40MW.

F-14

EXHIBIT INDEX

Exhibit Number		Description
31		Certification of the Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of the Chief Executive Officer (Principal Executive Officer and Principal Financial and 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.INS		Inline XBRL Instance Document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

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SPUP Sipup Corporation (CE)