Sipup Corp - Quarter Report: 2014 August (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended August 31, 2014

	333-185408
Commission File Number

	SIPUP CORPORATION
(Exact name of registrant as specified in it’s charter)

	Nevada				99-0382107
(State or other jurisdiction of in Corporation or organization)				(I.R.S. Employer Identification No.)

	2 Weizmann Street, Tel Aviv, Israel				64239
	(Address of principal executive offices)				(Zip Code)

	+972-3-8916922
(Registrant’s telephone number, including area code)

	N/A
(Former name, former address and former fiscal year, if changed from last report)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes o No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 20, 2014, we had 4,000,000 shares of common stock outstanding.

TABLE of CONTENTS


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements	2

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

Item 4. Controls and Procedures	14

PART II—OTHER INFORMATION	14

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Securities and Use of Proceeds	14

Item 3. Defaults Upon Senior Securities	14

Item 4. Mine Safety Disclosure	14

Item 5. Other Information	15

Item 6. Exhibits	15

Sipup Corporation

(A Development Stage Company)

Condensed Balance Sheets

August 31, 2014 and November 30, 2013

(Unaudited)

ASSETS

	August 31,			November 30,
	2014			2013

NONE

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities
Accounts payable and accrued expenses	$	14,762		$	2,980
Loan payable - stockholders		3,615			1,755
Total current liabilities		18,377			4,735

Stockholders’ Deficit:
Common stock, $0.001 par value; 75,000,000 shares authorized, 4,000,000 shares issued and outstanding		4,000			4,000
Additional paid in capital		61,068			61,068
Deficit accumulated during development stage		(83,445	)		(69,803	)
		(18,377	)		(4,735	)

	$	—		$	—

See accompanying summary of notes to unaudited condensed financial statements.

- 2 -

Sipup Corporation

(A Development Stage Company)

Condensed Statements of Operations

For the Nine Months Ended August 31, 2014 and 2013 and for the Period

From October 31, 2012 (Inception) to August 31, 2014

	From October 31,			For the Three Months Ended						For the Nine Months Ended
	2012 (Inception) to			August 31,						August 31,
	August 31, 2014			2014			2013			2014			2013

Revenue, net	$	—		$	—		$	—		$	—		$	—
Cost of goods sold		—			—			—			—
Gross income		—			—			—			—			—

Expenses:
Officer’s compensation		47,000			—			14,360			—			47,000
Computer and internet		89			—			—			—			89
Professional fees		34,822			9,752			2,640			13,572			12,703
Other		1,534			—			268			70			707
		83,445			9,752			17,268			13,642			60,499

Net loss before provision for income taxes		(83,445	)		(9,752	)		(17,268	)		(13,642	)		(60,499	)

Provision for income taxes		—			—			—			—			—

Net loss	$	(83,445	)	$	(9,752	)	$	(17,268	)	$	(13,642	)	$	(60,499	)

Loss per common share - Basic and fully diluted	$	(0.02	)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)

Weighted average number of shares outstanding - Basic and fully diluted		3,714,806			3,250,000			3,250,000			4,000,000			3,412,116

See accompanying summary of notes to unaudited condensed financial statements.

- 3 -

Sipup Corporation

(A Development Stage Company)

Condensed Statement of Stockholders’ Equity

For the Period from October 31, 2012 (Inception) to August 31, 2014

							Accumulated
					Additional		Deficit During			Total
	Common Stock				Paid in		Development			Stockholder’s
	Shares		Amount		Capital		Stage			Equity
Issuance of common shares for cash at at $0.001 per share		3,000,000	$	3,000	$	—	$	—		$	3,000
Net loss		—		—		—		(5,864	)		(5,864	)
Balance - November 30, 2012		3,000,000		3,000		—		(5,864	)		(2,864	)

Issuance of common shares for cash at $0.05 per share		90,000		90		4,410		—			4,500
Issuance of common shares for cash at $0.05 per share		910,000		910		44,590		—			45,500
Contribution to additional paid in capital		—		—		9,740		—			9,740
Contribution to additional paid in capital		—		—		2,328		—			2,328
Net loss		—		—		—		(63,939	)		(63,939	)
Balance - November 30, 2013		4,000,000		4,000		61,068		(69,803	)		(4,735	)

Net loss		—		—		—		(13,642	)		(13,642	)
Balance - August 31, 2014		4,000,000	$	4,000	$	61,068	$	(83,445	)	$	(18,377	)

See accompanying summary of notes to unaudited condensed financial statements.

- 4 -

Sipup Corporation

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Nine Months Ended August 31, 2014 and 2013 and for the Period

From October 31, 2012 (Inception) to August 31, 2014

	From October
		31, 2012
	(Inception) to			For the Nine Months Ended
	August 31,			August 31,
		2014			2014			2013

Cash flows from operating activities:
Net loss	$	(83,445	)	$	(13,642	)	$	(60,499	)
Adjustments to reconcile net loss to net cash used by operating activities:
Accounts payable and accrued expenses		14,762			11,782			10,500
Net cash used by operating activities		(68,683	)		(1,860	)		(49,999	)

Cash flows from financing activities:
Proceeds from issuance of common stock		53,000			—			50,000
Stockholder’s loan		3,615			1,860			(2,992	)
Stockholder contribution		12,068
Net cash provided by financing activities		68,683			1,860			47,008

Net increase in cash		—			—			(2,991	)
Cash at beginning of period		—			—			2,993
Cash at end of period	$	—		$	—		$	2

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—

See accompanying summary of notes to unaudited condensed financial statements.

- 5 -

Sipup Corporation

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Basis of Presentation

These interim unaudited condensed financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. Management believes that these financial statements include all normal recurring adjustments necessary for a fair statement of the results for the interim period. Operating results for the interim period ended August 31, 2014 are not necessarily indicative of the results that may be expected for the year ending November 30, 2014. Accordingly, these financial statements should be read in conjunction with the audited financial statements and related notes for the fiscal year ended November 30, 2013.

Revenue Recognition

In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Segment Information

The Company follows Accounting Standards Codification (“ASC”) 280, “Segment Reporting”. The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

- 6 -

Sipup Corporation

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss Per Common Share

Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at August 31, 2014.

Income Taxes

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Stock-Based Compensation (continued)

The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.

- 7 -

Sipup Corporation

(A Development Stage Company)

Notes to Financial Statements

August 31, 2014

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at August 31, 2014.

Recent Pronouncements

There are no recent accounting pronouncements that apply to the Company.

Note 2. LOAN PAYABLE - STOCKHOLDER

During the nine month period ended August 31, 2014 a stockholder advanced the Company $3,615 to pay expenses. The loan bears no interest and is payable on demand.

Note 3. STOCKHOLDER’S DEFICIT

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

In April 2013, pursuant to the terms of an offering registered with the SEC, the Company issued 90,000 shares of common stock at $0.05 per share.

In May 2013, pursuant to the terms of an offering registered with the SEC, the Company issued 910,000 shares of common stock at $0.05 per share.

Note 4. INCOME TAXES

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:


Income tax provision at the federal
statutory rate	34	%
Effect of operating losses	(34	)%
	0	%

- 8 -

Sipup Corporation

(A Development Stage Company)

Notes to Financial Statements

Note 4. INCOME TAXES (continued)

As of August 31, 2014, the Company has a net operating loss carryforward of approximately $83,400. This loss will be available to offset future taxable income. If not used, this carryforward will begin to expire in 2032. The deferred tax asset relating to the operating loss carryforward has been fully reserved at August 31, 2014 due to the uncertainty of its recognition.

Note 5. BASIS OF REPORTING

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

The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from October 31, 2012 (inception) to August 31, 2014, the Company incurred a net loss of approximately $83,400. In addition, the Company has no significant assets or revenue generating operations.

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

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

- 9 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

This section of the Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Corporate History

Description of Business

We are a development stage company which is in the business of producing, packing, and selling flavored yogurts. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets.

We intend to build our business through delivering high quality flavored yogurts. Our business strategy is to keep producing different flavored yogurts to gather the interest of new customers and eventually leading to steady income.

RESULTS OF OPERATIONS

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three and Nine Month Period Ended August 31, 2014 Compared to the Three and Nine Month Period Ended August 31, 2013

Our net loss for the three and nine month period ended August 31, 2014 was $9,752 and $13,642, respectively, compared to a net loss of $17,268 and $60,499 during the three and nine month period ended August 31, 2013, respectively. The decrease in net loss for each of the three and nine months ended August 31, 2014 was attributable to a decrease in officer’s compensation which was $nil and $14,360, for the three months ended August 31, 2014 and 2013, respectively and $nil and $47,000, for the nine months ended August 31, 2014 and 2013, respectively.

During the three and nine month period ended August 31, 2014 and 2013, we did not generate any revenue.

- 10 -

During the three and nine month period ended August 31, 2014, we incurred officer’s compensation of $nil, computer and internet expenses of $nil, professional fees of $9,752 and $13,756, respectively, and other expense of $nil and $70, as compared to officer’s compensation of $14,360 and $47,000, respectively, computer and internet expenses of $nil and $89, respectively, professional fees of $2,640 and $12,703, respectively, and other expense of $nil and $707, respectively. Other expenses and professional fees incurred during these periods were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding, basic and fully diluted, was 4,000,000 for the nine month period ended August 31, 2014.

Working Capital


	August 31, 2014 $			November 30, 2013 $
Current Assets		0			0
Current Liabilities		18,377			4,735
Stockholders’(Deficit)		(18,377	)		(4,735	)

- 11 -

Cash Flows


	Nine months ended August 31, 2014 $			Nine months ended August 31, 2013 $
Cash Flows used by Operating Activities	$	(1,860	)	$	(49,999	)
Cash Flows provided by Financing Activities	$	1,860		$	47,008
Net Increase (decrease) in Cash During Period	$	0		$	(2,991	)

Operating Revenues

From the Company’s inception on October 31, 2012 to August 31, 2014, the Company did not earn any operating revenues.

Operating Expenses and Net Loss

During the nine month period ended August 31, 2014, the Company incurred operating expenses of $13,642 compared with $60,499 for the nine month period ended August 31, 2013.

Liquidity and Capital Resources

At August 31, 2014, the Company had cash of $nil as compared to cash of $nil at November 30, 2013, and total assets of $nil as compared with cash of $nil at November 30, 2013.

At August 31, 2014, the Company had total liabilities of $18,377 compared with $4,735 at November 30, 2013.

The Company had a deficit of $83,445 at August 31, 2014 compared with $69,803 at November 30, 2013. The increase in the deficit is due to increases in day-to-day operating expenses.

Cash flow from Operating Activities

During the nine month period ended August 31, 2014, the Company used $1,860 of cash for operating activities compared with $49,999of cash for operating activities during the nine month period ended August 31, 2014.

Cash flow from Investing Activities

During the nine month period ended August 31, 2014, the Company did not have any investing activities.

Cash flow from Financing Activities

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

- 12 -

Plan of Operation and Funding

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

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

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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

- 13 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended August 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A. Risk Factors.

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

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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosure.

None

- 14 -

Item 5. Other Information.

None

Item 6. Exhibits.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.		Description

31		Section 302 Certification of Peretz Winkler - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company

32		Section 906 Certification of Peretz Winkler - Director, Chief Executive Office, President, Treasurer, chief financial officer and principal accounting officer of the Company

101. INS		XBRL Instance Document

101. SCH		XBRL Taxonomy Extension Schema

1010. CAL		XBRL Taxonomy Extension Calculation Linkbase

101. DEF		XBRL Taxonomy Extension Definition Linkbase

101. LAB		XBRL Taxonomy Extension Label Linkbase

101. PRE		XBRL Taxonomy Extension Presentation Linkbase

- 15 -

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.

October 20, 2014


	SIPUP Corporation

	By:	/s/ Peretz Winkler
		Peretz Winkler
		President, Chief Executive Officer (Principal Executive Officer) and Director

- 16 -