UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~May~~August 31, 2021

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

For the transition period from ___________ to _____________

Commission File Number: 333-185408

SIPUP CORPORATION

(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 Number)
3 Kiryat Hamada, 3rd floor, Jerusalem, Israel		9777603
Hamenofim 10, Herzelia, Israel		4614001
(Address of principal executive offices)		(Zip Code)

1-305-999-5232

(Registrant’s telephone number, including area code)

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

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 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~September~~October 2320, 2021, the registrant had outstanding 24 70,~~044~~201,~~000~~880 shares of common stock, par value $0.001 per share.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 4. Controls and Procedures		11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		12
Item 6. Exhibits		12

SIGNATURES		13

EXHIBIT INDEX		14

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

SIPUP CORPORATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in dollars)

	As of May 31, 2021			As of November 30, 2020
	As of August 31, 2021			As of November 30, 2020
	~~(unaudited)~~	(unaudited)
ASSETS
Current assets:
Other currents assets		47,958			7,200
Related party		329,791			7,200
Restricted Cash (Note 1)		1,~~231~~458,~~511~~992			—-
Total Current Assets		1,~~279~~788,~~469~~783			7,200
Total assets	$	1,~~279~~788,~~469~~783		$	7,200
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities and Accrued Expenses		98230,~~618~~418			88,200
Convertible Note		3439,~~639~~452			—-
Loans from investors (Note 1)		1,151,522			—
Loan from bank		77,954			-
Loan from stockholder		177,539			172,882
Loans from investors (Note 1)		1,609,905			-
Total liabilities		1,462,318			261,082
Loan from stockholder		102,493			172,882
Total liabilities		2,060,222			261,082
Stockholders’ deficit:
Common stock, $0.001 par value; 75,000,000 shares authorized; 24,044,000 shares issued and outstanding on May 31, 2021, and November 30, 2020 respectively		24,044			24,044
Common stock, $0.001 par value; 75,000,000 shares authorized; 24,044,000 shares issued and outstanding on August 31, 2021, and November 30, 2020 respectively		24,044			24,044
Additional paid-in capital		83,111			64,631
Receipt on accounts of share		~~127~~178,~~947~~878			—-
Shareholder debt due to issuance of shares		-			(55,647	)
Accumulated deficit		(~~417~~557,~~951~~472	)		(286,910	)
Total stockholders’ deficit		(~~182~~271,~~849~~439	)		(253,882	)
Total liabilities and stockholders’ deficit	$	1,~~279~~788,~~469~~783		$	7,200

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

SIPUP CORPORATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

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

	Three Months Ended May 31,						Six Months Ended May 31,
	Three Months Ended August 31,						Nine Months Ended August 31,
	2021			2020			2021			2020
Revenues	$	-		$	-		$	-		$	-
General and administrative expenses		(131,800	)		(26,400	)		(249,879	)		(77,200	)
Cost of revenues		-			-			-			-
Total operating loss		(131,800	)		(26,400	)		(249,879	)		(77,200	)
Gross Margin		-			-			-			-
Finance and Interest expense, net		(5,377	)		(7,126	)		(20,683	)		(7,862	)
General and administrative expenses		(33,579	)		(26,400	)		(118,079	)		(50,800	)
Net loss	$	(137,177	)	$	(33,526	)	$	(270,562	)	$	(85,062	)
Finance and Interest (expense) income, net		(7,127	)		572			(12,962	)		(736	)
Net loss per share – basic and diluted attributable to common stockholders	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Total operating loss		(40,706	)		(25,828	)		(131,041	)		(51,536	)
Net loss	$	(40,706	)	$	(25,828	)	$	(131,041	)	$	(51,536	)
Net loss per share – basic and diluted attributable to common stockholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of shares outstanding		24,044,000			24,044,000			24,044,000			24,044,000

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

SIPUP CORPORATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

($ in dollars)

	Six Months Ended May 31,
	Nine Months Ended August 31,
	2021			2020
Cash flows from operating activities:
Net loss for the period	$	(~~131~~270,~~041~~562	)	$	(5185,~~536~~062	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Financial expenses related to convertible loan		812,~~119~~933			-
Interest on shareholder’s loan		47,~~657~~564			~~736~~7,862
Stock based compensation		7,200			4364,~~200~~800
Changes in operating assets and liabilities:
Increase in current liabilities and accrued expenses		10142,~~418~~218			712,~~600~~400
Net cash provided by (used in) operating activities		100,647			-
Net cash used in operating activities		(100,647	)		-
Cash flows from investing activities:
Related party		(47329,~~958~~791	)
Restricted fund		(1,~~231~~458,~~511~~992	)		-
Net cash used in provided by investing activities		(1,279,469	)		-
Net cash used in investing activities		(1,788,783	)		-
Cash flows from financing activities:
Proceeds from Privat Placement investment		1,~~279~~788,~~469~~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,~~380~~889,~~116~~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 condensed consolidated financial statements.

SIPUP CORPORATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICT

(In dollars)

	Common Stock											Shareholder
	Number of				Additional		Receipt					debt due to			Total
	Outstanding				Paid-in		on accounts		Accumulated			issuance			Stockholders’
	Shares		Amount		Capital		of shares		Deficit			of shares			Deficit
Balance at November 30, 2019		24,044,000		24,044		64,631		-		(214,295	)		(55,647	)		(181,267	)
Loss for the period (unaudited)										(5185,~~536~~062	)					(5185,~~536~~062	)
Balance at May 31, 2020 (unaudited)		24,044,000		24,044		64,631		-		(265,831	)		(55,647	)		(232,803	)
Balance at August 31, 2020 (unaudited)		24,044,000		24,044		64,631		-		(299,357	)		(55,647	)		(266,329	)
Balance at November 30, 2020		24,044,000		24,044		64,631		-		(286,910	)		(55,647	)		(253,882	)
Shareholder debt due to issuance of shares													55,647			55,647
Beneficial conversion feature related to convertible loan						18,480										18,480
Receipt on accounts of share								~~127~~178,~~947~~878								~~127~~178,~~947~~878
Loss for the period										(~~131~~270,~~041~~562	)					(~~131~~270,~~041~~562	)
Balance at May 31, 2021 (unaudited)		24,044,000		24,044		83,111		127,947		(417,951	)		-			(182,849	)
Balance at August 31, 2021 (unaudited)		24,044,000		24,044		83,111		178,878		(557,472	)		-			(271,439	)

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

SIPUP CORPORATION INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – GENERAL

Sipup Corporation (the “Company”) is a Nevada Corporation incorporated on October 31, 2012. For additional information see below and note 5 - subsequent events.

On April 25, 2021, the Company entered into a Stock Exchange Agreement (the “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 VeganNation would become a wholly owned subsidiary of the Company. The transaction is subject to customary closing conditions.

VeganNation is, a leading global plant-based company building an all-encompassing conscious consumer ecosystem, connecting and empowering plant-based and sustainable businesses and individuals. Management of the Company believes that the growth of sustainable and plant-based consumer goods presents a unique opportunity to participate in the fastest growing lifestyle globally.

InThe Share ~~connection~~Exchange ~~with~~Agreement ~~the~~closed ~~proposed transaction~~on September 30, ~~the~~2021. ~~VeganNation~~At ~~stockholders~~the ~~are~~closing, ~~expected~~pursuant to ~~receive~~the ~~comomn~~Agreement, ~~stock~~the Company will issue an aggregate of ~~Sipup~~41,062,240 ~~that~~shares ~~will~~of beCommon ~~equal~~Stock to ~~approximately~~the ~~50%~~VeganNation ofshareholders ~~the issued~~in ~~and~~exchange ~~outstanding~~for ~~common~~100 ~~stock~~Ordinary ofShares, ~~the~~par ~~Company~~value atNIS ~~the~~1.00 ~~closing~~per share, of VeganNation, constituting 100% of the ~~proposed~~issued ~~merger~~and outstanding shares of VeganNation, onresulting in VeganNation becoming a ~~fully~~wholly-owned subsidiary ~~diluted~~of ~~basis~~Sipup.

In connection with the anticipated closing of the Share Exchange Agreement with VeganNation, in April 2021, the Company commenced a private placement to accredited and offshore investors of units of the Company securities (the “2021 Private Placement”) whereby each unit comprised of (i) one share of Common Stock of the Company at a per share purchase price of $0.35, (ii) a common stock purchase warrant for an additional share of Common Stock exercisable over a one (1) year period at a per share exercise price of $1.00 (the “Series A Warrant”) and (iii) a common stock purchase warrant for an additional share of Common Stock exercisable over a two year period at a per share exercise price of $1.50 (the “Series B Warrant”; together with the Series A Warrants, collectively, the “Warrants”). Through the ~~date~~end of ~~hereof~~the reporting period, the Company received, in a third party escrow account., approximately $1,~~279~~788,~~469~~783 pending the closing of the Share Exchange Agreement. The investors have agreed that pending the closing of the Share Exchange Agreement with VeganNation, the Company is authorized to utilize up to 10% of the amount in escrow to cover operating costs and costs related to the closing of the Share Exchange Agreement. As of ~~May~~August 31, 2021 the Company utilized $47329,~~958~~791 from proceeds of the 2021 Private Placement. Following the closing of the Share Exchange Agreement on September 30, 2021, aggregate gross proceeds of approximately $1,788,783 were released to the Company from the 2021 Private Placement. In connection therewith, the Company issued to the 2021 Private Placement investors an aggregate of 5,095,640 shares of Common Stock and Series A and Series B Warrants, in each case for the purchase of up to an additional 5,095,640 shares of Common Stock.

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 ~~May~~August 31, 2021, the Company has an accumulated deficit of $~~417~~557,~~951~~ 472 from operations. The Company has earned insufficient revenues to cover its operating costs. The Company intends to fund future ~~operations~~ 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 AND BASIS OF PRESENTATION

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the GAAP and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the for three-months ended ~~May~~August 31, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended November 30, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates.

Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report published on the SEC’s website, for the year ended November 30, 2020.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible note.

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 non performance, which includes, among other things, the Company’s credit risk.6

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 six months ended May 31, 2021 the company received $5045,000 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:

	H1 2021
		Q3/2021
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

NOTE 4 – LOAN FROM STOCKHOLDER

	As of,
	May 31, 2021		November 30, 2020
	August 31, 2021		November 30, 2020
Loan from shareholder (*)	$	~~163~~88,~~519~~473	$	158,862
Loan from related party (**)		14,020		14,020
	$	~~177~~102,~~539~~493	$	172,882

(*) The loan is unsecured, bears annual 2.56% interest and has no repayment term. During the three months ended August 31, 2021 the company repaid approx. $78,000.

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

NOTE 5 – RELATED PARTY TRANSACTION

The following transactions were carried out with related parties:

	Three Months Ended May 31,					Six Months Ended May 31,
	As of,
	2021		2020			2021		2020
	August 31, 2021		November 30, 2020
General and administrative expenses		-		21,600			7,200		43,200
Related party	$	329,791	$	-
Interest on shareholder’s loan		2,323		(572	)		4,668		736

	Three Months Ended August 31,				Nine Months Ended August 31,
	2021		2020		2021		2020
General and administrative expenses		-		21,600		7,200		64,800
Interest on shareholder’s loan		563		7,126		7,564		7,862

For additional information please refer to Notes 1, 3 & 4.

NOTE 6 – 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.

~~(i)~~See onNote ~~September~~1 ~~23,~~for ~~2021,~~disclosures ~~the~~relating ~~Company and former equity owner of Enlightened Ltd. the Company’s subsidiary, entered into an agreement whereby the Company agreed~~ to ~~cover~~ the ~~repayment~~closing of ~~a loan owed by Enlightened to Israel Discount Bank in~~ the ~~principal~~Share ~~amount~~Exchange ofAgreement ~~250,000~~on ~~NIS~~September ~~(approximately $78~~30,~~000~~ as of the date of this report). The loan bears interest at an annual rate of 4.9% with a maturity date of 10 years. In addition, the Company agreed to remit to the former owner $125,000 from the proceeds of any capital raise that the Company completes subsequent to the 2021 ~~Private Placement~~.

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended November 30, 2020.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections about us, our future performance, the industries in which we operate our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “may,” “expect,” “anticipate,” “forecast,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Overview

Sipup Corporation was incorporated on October 31, 2012 under the laws of the State of Nevada for the purpose of producing, packing and selling flavored yogurts.

The Company plans to enter into emerging technology businesses.

Our loss since inception is $~~417~~557,~~951~~472 related primarily to professional fees, officers’ compensation, and the incorporation of the Company, bank charges and office supplies.

On April 25, 2021, the Company entered into a Stock 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 VeganNation would become a wholly owned subsidiary of the Company. The Stock Exchange Agreement closed on September 30, ~~and~~2021. At the ~~shareholders~~closing, ofpursuant ~~VeganNation~~to ~~would~~the ~~receive~~Agreement, the Company will issue an aggregate of 2341,~~562~~062,240 shares of Common Stock to the VeganNation shareholders in exchange for 100 Ordinary Shares, par value NIS 1.00 per share, of ~~common~~VeganNation, ~~stock~~constituting 100% of the ~~Company~~issued and outstanding shares of VeganNation, resulting in VeganNation becoming a wholly-owned subsidiary of Sipup. The acquisition ~~transaction~~has isbeen ~~subject~~structured toand ~~customary~~accounted ~~closing~~for ~~conditions~~as a reverse-merger and recapitalization..

~~In connection~~Results ~~with the proposed transaction, the VeganNation stockholders are expected to receive common stock~~ of ~~Sipup~~Operations ~~that~~- ~~will~~Three beMonths ~~equal~~Ended toAugust ~~approximately~~31, ~~50%~~2021, ofCompared ~~the~~to ~~issued~~Three ~~and~~Months ~~outstanding~~Ended ~~common~~August ~~stock of the Company at the closing of the proposed merger~~31, ~~on a fully diluted basis.~~2020

InGeneral and ~~addition,~~administrative onexpenses ~~December~~- ~~28,~~For ~~2020,~~ the ~~Company~~three ~~disclosed~~months onended aAugust ~~current~~31, ~~report~~2021, onwe ~~Form~~had ~~8-K~~general ~~that~~and ~~VeganNation~~administrative ~~previously~~expenses ~~entered~~of ~~into a non-binding~~$131,800 ~~Letter~~comprised of ~~Intent~~Professional ~~(the~~fees, ~~“LOI”)~~filings tofees ~~acquire~~and a ~~vegan~~compensation ~~industry~~to ~~company~~the ~~located~~former inshareholder ~~the~~of ~~United~~Enlightened ~~States~~of ~~(the~~approximately ~~“Target”)~~$125,000. ~~and~~In ~~that~~addition, ~~VeganNation~~we ~~had~~recorded ~~assigned~~interest ~~the~~expenses ~~LOI~~on toloan ~~the~~and ~~Company.~~bank Ascharges ~~disclosed~~and byfees ~~the~~of ~~Company~~$5,377 resulting in ~~its~~a ~~Current~~net ~~Report~~operating onloss ~~Form~~of ~~8-K~~$137,177 as ~~filed~~compared onto ~~April~~ $26,400 ~~2021,~~as ~~the~~general ~~Company~~ and ~~Target~~administrative ~~have~~expenses ~~terminated~~and ~~all~~interest ~~discussions~~expense ~~relating~~of to$7,126 for the ~~acquisition~~three ofmonths ~~the~~ended ~~Target~~August 31, 2020.

Results of Operations - Nine Months Ended August 31, 2021, Compared to Nine Months Ended August 31, 2020

General and administrative expenses - For the nine months ended August 31, 2021, we had general and administrative expenses of $124,879 comprised of Professional fees, filings fees and a compensation to our former shareholder of approx. $125,000. In addition, we recorded interest expenses on loan and bank charges and fees of $20,683 resulting in a net operating loss of $270,562 as compared to $77,200 as general and administrative expenses and interest expenses on loan of $7,862 for the nine months ended August 31, 2020.

Results of Operations - Three Months Ended May 31, 2021, Compared to Three Months Ended May 31, 2020

General and administrative expenses - For the three months ended May 31, 2021, we had general and administrative expenses of $33,579 comprised of Professional fees and filings fees. In addition, we recorded interest expenses on loan and bank charges and fees of $7,127 resulting in a net operating loss of $40,706 as compared to $26,400 as general and administrative expenses and interest income of $572 for the three months ended May 31, 2020.

Results of Operations - Six Months Ended May 31, 2021, Compared to Six Months Ended May 31, 2020

General and administrative expenses - For the six months ended May 31, 2021, we had general and administrative expenses of $118,079 comprised of Professional fees and filings fees. In addition, we recorded interest expenses on loan and bank charges and fees of $12,962 resulting in a net operating loss of $131,041 as compared to $50,800 as general and administrative expenses and interest expenses on loan of $736 for the three months ended May 31, 2020.

Liquidity and Capital Resources

As of ~~May~~August 31, 2021, the company had $0 as cash at banks, restricted cash in escrow of $1,~~231~~458,~~511~~992 and other asset of $47329,~~958~~791. Our liabilities were $12,~~462~~060,~~318~~222, consisting primarily of Accounts payable and accrued expenses of $98230,~~618~~418, Loans of $~~177~~102,~~539~~493, convertible note of $3439,~~693~~452, loan from bank of $77,954 and a warranty to our shareholders of $1,~~151~~609,~~522~~905. 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 payable of $172,882. The available capital reserves of the Company are not sufficient for the Company to remain operational.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until after receiving sufficient financing and implementing our plan of operations. We must raise cash to implement our strategy and stay in business. ~~The Company anticipates over the next 12 months the cost of being a reporting public company will be approximately $25,000.~~

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be inadequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. We intend to finance expenses we incur 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 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.

If we are unable to raise the cash needed to support our operations, we will either suspend product development and marketing activities until we do raise the cash, or cease operations entirely. Because we have been unable to raise additional cash, Management may consider other business opportunities in order to maintain and increase shareholder value.

We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Following the closing of the Share Exchange Agreement on September 30, 2021, aggregate gross proceeds of approximately $1,788,783 were released to the Company from the 2021 Private Placement. In connection therewith, the Company issued to the 2021 Private Placement investors an aggregate of 5,095,640 shares of Common Stock and issued Series A and Series B Warrants, in each case for the purchase of up to an additional 5,095,640 shares of Common Stock.

Off-Balance Sheet Arrangements

None.

Contingencies

None.

Item 4. 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 ~~May~~August 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 6. Exhibits.

See the Exhibit Index immediately following the signature page hereto for a description of the documents that are filed as exhibits to this Quarterly Report on Form 10-Q or incorporated by reference herein.

SIGNATURES

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

Date: September 24, 2021	By:	/s/ Isaac Thomas
Date: October 20, 2021	By:	/s/ Isaac Thomas
	Name:	Isaac Thomas
		Chief Executive Officer (Principal Executive Officer)
Date: September 24, 2021	By:	/s/ Yochai Ozeri
Date: October 20, 2021	By:	/s/ Yochai Ozeri
		Yochai Ozeri
		Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

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

*	attached hereto

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