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, ~~2020~~ 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.)
3 Kiryat Hamada, 3rd floor, Jerusalem, Israel		9777603
2 Mitzpe, Shoham, Israel		6082102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 1972-~~305~~54-~~999-5232~~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 ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~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. ~~Yes ☒ No~~ ☐

~~The aggregate~~Indicate ~~market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price at which~~registrant ~~the~~is ~~common~~a ~~equity~~shell ~~was~~company ~~last~~(as ~~sold,~~defined orin ~~the~~Rule ~~average~~12b-2 ~~bid and asked price~~ of ~~such~~the ~~common~~Exchange ~~equity, as of May 31, 2020 was $457,500~~Act). Yes ☐ No ☒

As The aggregate market value of ~~May~~the 20voting ~~2021,~~and non-voting ~~Sipup~~common ~~Corporation~~equity ~~had~~held 24by non-affiliates computed by reference to the price at which the common equity was last sold,~~044,000~~ ~~shares~~or ~~issued~~the average bid and ~~outstanding~~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.

~~2020~~2021 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

Item 1.	Business	12
Item 1A.	Risk Factors	45
Item 1B.	Unresolved Staff Comments	45
Item 2.	Properties	45
Item 3.	Legal Proceedings	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	56
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 6.	[Reserved]	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 8.	Financial Statements and Supplementary Data	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7
Item 8.	Financial Statements and Supplementary Data	9
Item 9A.	Controls and Procedures	8
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9
Item 9B.	Other Information	9
Item 9A.	Controls and Procedures	10
Item 10.	Directors, Executive Officers and Corporate Governance	10
Item 9B.	Other Information	11
Item 11.	Executive Compensation	12
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	12
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 13	Certain Relationships and Related Transactions, and Director Independence	13
Item 11.	Executive Compensation	14
Item 14.	Principal Accounting Fees and Services	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 15.	Exhibits, Financial Statement Schedules	14
Item 13	Certain Relationships and Related Transactions, and Director Independence	15
	SIGNATURES	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

Onon April 26, 2021, Sipup Corp. ~~June~~( 2“Sipup,” ~~2019~~“we,” “us” or the “Company”) ~~completed~~entered ~~the~~into ~~acquisition~~a ofShare ~~Enlightened~~Exchange ~~Capital~~Agreement with VeganNation Services, Ltd., ana ~~Israeli~~ company ~~with~~formed ~~offices~~under atthe ~~Bnei-Brak,~~laws of the State of Israel (“~~Enlightened~~VeganNation”) ~~whereby~~and ~~Enlightened~~the ~~became~~shareholders aof ~~direct~~VeganNation. pursuant to which the Company agreed to acquire 100% of the issued and ~~wholly~~outstanding ~~owned~~common ~~subsidiary~~stock of VeganNation (hereinafter, the ~~Company.~~“Acquisition”) in Asexchange ~~consideration~~for 41,062,240 shares of common stock of the Company. The Share Exchange Agreement is referred to herein collectively ~~issued~~as the “Share Exchange Agreement” or the “Agreement”. The Share Exchange Agreement closed on September 30, 2021. At the Closing, pursuant to ~~Enlightened’s~~the ~~shareholders~~Agreement, 18the Company will issue an aggregate of 41,~~000~~062,~~000~~240 ~~common~~shares of Common Stock to the VeganNation shareholders in exchange for 100 Ordinary Shares, par value $0NIS 1.~~001~~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.

~~Enlightened~~Due to circumstances beyond isthe ~~engaged~~control of the Parties, inSipup has been unable to develop the ~~field~~business of ~~green~~VeganNation ~~energy~~to the extent contemplated by the Exchange Agreement and isdiscussions ~~licensed~~between Sipup and VeganNation following the execution and delivery of the Exchange Agreement. Accordingly, the parties determined to ~~internationally~~enter ~~trade~~into inthe ~~Certified~~Rescission ~~Emission~~Agreement. ~~Reductions~~Thus on November 30, ~~also~~2022 ~~known~~the asCompany ~~carbon credits~~entered into a Rescission Agreement (the “~~CERs~~Rescission Agreement”), with VeganNation and the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as ~~issued~~of bySeptember 30, 2021 amongst the UNparties ~~until~~the ~~2040~~Share ~~The~~Exchange ~~Company~~Agreemen) was terminated and rescinded in its entirety. Accordingly, each ~~collectively~~of ~~with~~the ~~Enlightened~~parties ~~are~~wase ~~hereunder~~restored ~~referred~~to the respective positions they occupied immediately prior to as the ~~“Group”~~execution and delivery of the Share Exchange Agreement.

~~The~~On ~~transaction~~January ~~was~~4, ~~accounted~~2023, ~~for~~the asCompany aentered ~~reverse~~into ~~asset~~an ~~acquisition~~Asset inManagement ~~accordance~~and ~~with~~Development ~~generally~~contract ~~accepted~~(the ~~accounting~~“Development ~~principles~~Contract”) inwith ~~the United~~Kober ~~States~~Renewable ofProjects ~~America~~Development ~~(“GAAP”).~~and ~~Under~~Consulting ~~this~~S.R.L., ~~method~~a ofcompany ~~accounting,~~duly ~~Enlightened~~registered ~~was~~and ~~deemed~~operating tounder be the ~~accounting~~Romanian ~~acquirer~~laws ~~for financial~~(“Kober”) ~~reporting~~pursuant ~~purposes.~~to ~~This~~which ~~determination~~Kober ~~was~~is ~~primarily~~to ~~based~~identify, onmanage ~~the~~and ~~facts~~develop ~~that,~~renewable ~~immediately~~energy ~~following~~projects ~~the~~in ~~Merger:~~Romania. ~~(i)~~The ~~Enlightened’s stockholders~~Development ~~owned~~Contract contemplates that a ~~substantial~~designated ~~majority~~local ofcompany ~~the~~will ~~voting~~hold ~~rights~~land inleasing ~~the~~rights ~~combined~~or ~~company.~~ownership Asfor a ~~result~~period of ~~the~~a ~~Recapitalization~~minimum ~~Transaction, the~~of ~~shareholders~~29 ofyears, ~~Enlightened~~plus ~~received~~a ~~the~~10 ~~largest~~years ~~ownership~~extension option, ~~interest~~and in which the Company, ~~and~~shall ~~Enlightened~~hold ~~was~~rights ~~determined~~at toleast be75% ~~the~~thereof (“~~accounting acquirer~~Spv” ~~in the Recapitalization Transaction~~). AsBased aon ~~result,~~ the ~~historical~~Development ~~financial~~Contract, ~~statements~~Kober ofshall identify ~~the~~and ~~Company~~provide ~~were~~suitable ~~replaced~~land ~~with the~~for ~~historical~~development ~~financial statements~~ of ~~Enlightened.~~solar ~~The~~or ~~number~~wind offarms, ~~shares~~in ~~prior~~order tobring the ~~reverse~~Spvto ~~capitalization~~a ~~have~~stage ~~been~~of ~~retroactively adjusted~~readiness ~~based~~to ondevelop ~~the~~or to ~~equivalent~~sell ~~number~~part of ~~shares~~such ~~received~~projects. byFurther to the ~~accounting~~Development ~~acquirer~~Contract indiscussed ~~the Recapitalization Transaction.~~above,

On ~~April~~March 2527, ~~2021~~2023, ~~the~~Sipup ~~Company~~Corporation entered into aan ~~Stock~~agreement ~~Exchange~~with ~~Agreement~~Kober, ~~with~~pursuant ~~VeganNation~~to ~~Services~~which ~~Ltd.,~~Kober aassigned ~~company~~to ~~formed~~the Company’s Kober’s rights under a certain sale and purchase agreements (collectively, the ~~laws~~“Agreements”) ofbetween Kober and three affiliated companies ~~the~~duly ~~State~~registered ofand ~~Israel~~operating under the Romanian laws (collectively, “~~VeganNation~~Sellers”). The Sellers own and ~~the~~control ~~shareholders~~an aggregate of ~~VeganNation~~approximately ~~pursuant~~2.0 toMega ~~which~~Watt ~~VeganNation~~(MW) ~~would~~green ~~become~~energy aprojects ~~wholly owned~~consisting ~~subsidiary~~of integrated and operational assembly of ~~the~~solar ~~Company,~~photovoltaic in working and ~~the~~operational ~~shareholders~~status, ofmounting, ~~VeganNation~~assemblies, ~~would~~inverters, ~~receive~~converters, anmetering, ~~aggregate~~lighting offixtures, 23transformers,~~562~~ ballasts,~~240~~ ~~shares~~disconnects, combiners, ofswitches, ~~common~~wiring ~~stock~~devices and wiring, and all other material for producing and delivering green energy. Under the Agreements, the Sellers sold to Kober all of the ~~Company~~operating assets of these projects. ~~The~~Kober ~~transaction~~will ishave ~~subject~~rights to ~~customary~~all ~~closing~~of ~~conditions~~the local licenses and permits necessary to develop and operate the projects.

~~VeganNation is,~~In ~~a leading global plant-based company building an all-encompassing conscious consumer ecosystem~~addition, ~~connecting~~Kober ~~and empowering plant-based~~has ~~and~~signed ~~sustainable~~on ~~businesses~~behalf ~~and individuals. Management~~ of the Company, ~~believes~~additional ~~that~~solar, ~~the~~wind ~~growth~~farms ~~of sustainable~~ and ~~plant-based~~storage ~~consumer goods~~agreement ~~presents~~for athe ~~unique~~rights ~~opportunity~~ to ~~participate~~165MW inand ~~the~~memorandum ~~fastest~~of ~~growing~~understanding for ~~lifestyle~~an ~~globally~~additional 40MW.

In connection with the proposed transaction, the VeganNation stockholders are expected to receive comon stock of Sipup that will be equal to approximately 50% of the issued and outstanding common stock of the Company at the closing of the proposed merger, on a fully diluted basis. Following(and subject to) the closing of the proposed merger, VeganNation will effect a change in the Company’s Board of Directors and management.2

~~Additionally, VeganNation~~Corporate ~~has,~~History on& ~~November~~Recent 26, 2020, entered into a non-binding Letter of Intent (the “LOI”) to acquire a vegan industry company located in the United States (the “Target”) for a $4 million acquisition. VeganNation has assigned the LOI to the Company. As the Company has previously disclosed in its Current Report on Form 8-K filed with the SEC on April 26, 2021, the Company and Target have terminated all discussions relating to the acquisition of the TargetEvents

~~During December~~On ~~2020~~October ~~the~~31, ~~company~~2012, inthe ~~consideration~~Company was ofincorporated under the ~~advance~~laws of ~~$50,000~~the ~~for~~State ~~purposes~~ of ~~paying~~Nevada. ~~outstanding~~Through ~~Company~~fiscal ~~obligation~~year ~~to third parties~~2013, ~~the~~we ~~Company~~were ~~issued~~engaged toin ~~Adi~~the ~~Zim~~production, packing and ~~Rosario~~selling of ~~Capital~~flavored ~~Ltd.~~yogurts ~~its~~and ~~unsecured~~have ~~convertible~~not ~~promissory~~generated ~~note~~any inrevenue; ~~the~~our ~~principal~~current ~~amount~~and ~~of $50,000~~predecessor ~~(the~~independent ~~“Note”).~~auditors ~~The~~have ~~Note~~issued isan ~~repayable~~opinion ~~upon~~about our ~~the~~ability ~~earlier~~to ofcontinue ~~December~~as ~~15,~~a ~~2021~~going orconcern ~~the~~in ~~closing~~connection ~~of the Stock Exchange Agreement~~ with ~~VeganNation.~~our ~~The~~audited ~~Note~~financial isstatements ~~convertible~~for ~~into shares of~~ the ~~Company’s~~year ~~common~~ended ~~stock~~November at30, a2020. ~~rate~~Our accumulated ~~equal~~deficit tois $~~0.10 per share~~2,.245,460 Asas of November 30, ~~2020,~~2021. ~~the~~We ~~proceeds~~currently ofare ~~the~~focusing ~~Note~~on ~~were~~finalizing ~~not~~the ~~remitted~~transactions todiscussed ~~the Company~~above.

~~Corporate History & Recent Events~~Insurance

~~On October~~We ~~31,~~do ~~2012,~~not ~~the~~maintain ~~Company~~any ~~was incorporated under the laws of the State of Nevada~~insurance. Because ~~Through fiscal year 2013,~~ we ~~were~~do ~~engaged~~not ~~in the production, packing and selling of flavored yogurts and~~ have ~~not generated~~ any ~~revenue;~~insurance, ~~our~~if ~~independent~~we ~~auditors~~are ~~have~~made ~~issued~~a anparty ~~opinion about~~of ~~our ability to continue as~~ a ~~going~~legal ~~concern~~action, inwe ~~connection~~may ~~with~~not ~~our~~have ~~audited~~sufficient ~~financial~~funds ~~statements~~to ~~for~~defend the ~~year ended November 30, 2020~~litigation. If ~~Our~~that ~~accumulated~~occurs ~~deficit~~a isjudgment ~~$337,262~~could asbe ofrendered ~~November~~against ~~30,~~us ~~2020.~~that Wecould ~~currently~~cause ~~have~~us noto ~~revenue~~cease ~~generating business and are focusing on finalizing the transactions discussed above~~operations.

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 Employees

~~During April~~As ~~2019,~~of ~~the~~March ~~Company~~14, ~~and~~2023, ~~Rosario~~we ~~Capital Ltd. (“Rosario”)~~ have two ~~entered into additional service agreement~~employees, ~~pursuant~~all ~~to which~~of ~~Rosario~~whom isare ~~providing to the Company certain financial advisory and other services~~officers. InNone ~~consideration~~ of ~~any~~our ~~and~~employees ~~all~~are ~~Rosario’s Services,~~subject ~~the Company has issued~~ to ~~Rosario~~a ~~900,000~~collective ~~restricted~~bargaining ~~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.~~

2Offices

~~Insurance~~The Company’s principal offices are located at 2 Mitzpe, Shoham, Israel Israel. Our telephone number is 972-54-5774447.

~~We do~~Government 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.Regulation

~~Employees~~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.

~~As of~~We ~~May~~currently ~~20,~~have ~~2021,~~not weobtained any ~~have~~copyrights, ~~two~~patents ~~employees,~~or ~~all~~trademarks. ofWe ~~whom~~do ~~are~~not ~~officers.~~anticipate ~~None~~filing ofany ~~our~~copyright ~~employees~~or ~~are~~trademark ~~subject~~applications related to aany ~~collective~~assets ~~bargaining~~over the ~~agreement~~next 12 months.

~~Offices~~Renewable Energy

~~The~~On ~~Company’s~~January ~~principal~~4, ~~offices~~2023, ~~are~~weentered ~~located~~into atan 3Asset ~~Kiryat~~Management ~~Hamada~~and Development contract (the “Development Contract”) with Kober Renewable Projects Development and Consulting S.R.L., ~~3rd~~a ~~floor~~company duly registered and operating under the Romanian laws (“Kober”) pursuant to which Kober is to identify, ~~Jerusalem~~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, ~~Israel~~plus a 10 years extension option, and in which the Company shall hold rights at least 75% thereof (“Spv”). ~~Our~~Based ~~telephone~~on ~~number~~the isDevelopment ~~1-305-999-5232~~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.

~~Government~~Under ~~Regulation~~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.

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.3

WeIn ~~currently~~the ~~have~~event ~~not~~the ~~obtained~~Company ~~any~~shall ~~copyrights~~decide to sell an Spv, ~~patents~~the orCompany ~~trademarks.~~shall Wepay doKober ~~not~~the ~~anticipate~~lesser ~~filing~~of ~~any~~(i) ~~copyright~~Euro 20,000 or ~~trademark~~(ii) ~~applications related~~25% toout ~~any~~of ~~assets~~the ~~over~~proceeds from the ~~next~~sale 12of ~~months~~the project.

~~Going~~Further ~~Concern~~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.

~~Our cash~~The ~~balance~~aggregate ispurchase price ~~$Nil~~under asthe ofAgreements ~~November~~is 30EUR 2,200,000, ~~2020.~~of Wewhich doEUR ~~not~~400,000 ~~believe that our cash balance~~ is ~~sufficient~~due towithin ~~fund~~seven ~~our~~business ~~limited~~days ~~levels~~and ofthe ~~operations beyond~~balance ~~one~~within ~~year’s~~four ~~time~~(4) months.

~~Our independent~~The ~~registered~~Company ~~public~~intends ~~accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue~~to asdevelop ~~an on-going business for~~ the ~~next~~projects, ~~twelve~~subject ~~months~~to ~~unless~~raising wethe ~~obtain~~required ~~additional~~ capital toof ~~pay~~which ~~our bills. This is because we have not generated revenues and~~ no ~~revenues~~assurance ~~are~~can ~~anticipated~~be ~~until~~provided wethat ~~complete~~the ~~our~~Company ~~initial business development. There is no assurance we~~ will ~~ever~~ ~~reach~~be ~~that stage~~successful.

~~We anticipate~~Kober ~~that our current cash and cash equivalents and cash generated from operations, if any,~~ will behave ~~insufficient to satisfy our~~rights ~~liquidity requirements for at least the next 12 months. We will require additional funds prior~~ to ~~such~~all ~~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~~local oflicenses ~~our planned operations, which could harm our business, financial condition~~ and ~~operating~~permits ~~results.~~necessary ~~Additional funding~~ to ~~meet~~develop ~~our~~and ~~requirements~~operate ~~may~~the ~~not be available on favorable terms, if at all~~projects.

~~At the~~Going 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 entirelyConcern

~~Subject to~~Our ~~raising~~cash ~~working~~balance ~~capital,~~is ~~for~~$Nil ~~which~~as of weNovember ~~have no commitments~~30, ~~management~~2021. ~~may~~We ~~also~~do ~~consider~~not ~~other~~believe ~~business~~that ~~opportunities,~~our ~~including~~cash ~~a strategic~~balance ~~merger~~is orsufficient ~~acquisition~~to ~~outside~~fund our ~~current~~limited ~~line~~levels of ~~business,~~operations inbeyond ~~order~~one ~~to increase shareholder value~~year’s time.

3Our 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.

~~Off-Balance~~We anticipate that our current ~~Sheet~~cash ~~Arrangements~~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.

We At the present time, we have been noable ~~off-balance~~to ~~sheet~~raise ~~arrangements~~additional ~~that~~cash ~~have~~by orselling ~~are~~of ~~reasonably~~common ~~likely~~stock, toit ~~have~~will alikely ~~current~~not orbe ~~future~~sufficient ~~effect~~to onsupport our ~~financial~~planned ~~condition,~~operations. If ~~changes~~we inare ~~financial~~unable ~~condition,~~to ~~revenues~~raise orthe ~~expenses,~~cash ~~results~~needed ofto support our operations, ~~liquidity,~~we ~~capital~~will ~~expenditures~~either suspend product development and marketing activities until we do raise the cash, or ~~capital~~cease ~~resources.~~operations entirely

~~Limited operating~~Off-Balance ~~history;~~Sheet ~~Need for additional capital~~Arrangements

~~There is no historical financial information about us upon which to base an evaluation of our performance.~~ We ~~are~~have inno ~~start~~off-upbalance ~~stage operations~~sheet ~~and~~arrangements that have ~~not~~or ~~generated~~are ~~any~~reasonably ~~revenues.~~likely Weto ~~cannot~~have ~~guarantee~~a wecurrent ~~will~~or befuture ~~successful~~effect inon our ~~business~~financial ~~operations.~~condition, ~~Our~~changes ~~business~~in isfinancial ~~subject to~~condition, ~~risks~~revenues ~~inherent~~or inexpenses, ~~the~~results ~~establishment~~ of aoperations, ~~new business enterprise~~liquidity, ~~including limited~~ capital ~~resources~~expenditures ~~and~~or ~~possible~~capital ~~cost overruns due to price and cost increases in services and products~~resources.

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.4

~~Item 1A.~~Limited ~~Risk~~operating ~~Factors.~~history; Need for additional capital

~~The Company~~There is ano ~~smaller~~historical ~~reporting~~financial information ~~company~~about asus ~~defined~~upon bywhich ~~rule~~to ~~12b-2~~base an evaluation of ~~the~~our ~~Exchange~~performance. ~~Act~~We are in start-up stage operations and ishave not ~~required~~generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to ~~provide~~risks ~~the~~inherent ~~information~~in ~~required~~the establishment ~~under~~of ~~this~~a ~~item~~new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

~~Item~~We have no assurance that 1Bfuture financing will be available to us on acceptable terms. ~~Unresolved~~If ~~Staff~~financing ~~Comments~~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.

~~Not applicable~~Item 1A. Risk Factors.

~~Item~~The Company is a smaller reporting company as defined by rule 12b-2. ~~Properties~~of the Exchange Act and is not required to provide the information required under this item.

~~The Company~~Item ~~does not own any property~~1B. WeUnresolved ~~currently~~Staff ~~lease a virtual office at 30 Wall St~~Comments. ~~8th floor, Manhattan, NY on a month to month basis. We believe that our facilities are suitable and adequate for our present needs.~~

~~Item 3.~~Not ~~Legal Proceedings~~applicable.

~~The Company~~Item is2. ~~not party to any legal proceedings, nor is there any known legal proceedings contemplated against the Company~~Properties.

~~No director,~~The ~~officer or affiliate of the~~ Company ~~and~~does nonot ~~owner~~own ofany property. ~~record~~We orcurrently ~~beneficial~~lease ~~owner~~a ofoffice ~~more~~at ~~than~~2 ~~5.0% of the securities of the Company~~Mitzpe, or ~~any associate of any such director~~Shoham, ~~officer~~Israel oron ~~security holder is~~ a ~~party~~month ~~adverse~~ to ~~the~~month ~~Company~~basis. orWe ~~has~~believe athat ~~material~~our ~~interest~~facilities ~~adverse~~are suitable toand ~~the~~adequate ~~Company~~for inour ~~reference~~present ~~to pending litigation~~needs.

Item 4 3. ~~Mine~~Legal ~~Safety Disclosures~~Proceedings.

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

4No 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.

~~PART II~~Item 4. Mine Safety Disclosures.

~~Item 5.~~Not ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~applicable.

~~Our common stock is quoted on the OTC Pink Sheets under the symbol “SPUP.”~~5

~~The following~~PART table sets forth, for the periods indicated, the high and low closing bid prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.II

	LOW		HIGH
Year Ended November 30, 2020
First Quarter	$	0.10	$	0.12
Second Quarter	$	0.10	$	0.10
Third Quarter	$	0.08	$	0.10
Fourth Quarter	$	0.08	$	0.08

	LOW		HIGH
Year Ended November 30, 2019
First Quarter	$	0.15	$	0.38
Second Quarter	$	0.16	$	0.51
Third Quarter	$	0.16	$	0.65
Fourth Quarter	$	0.11	$	0.25

Market Information

~~(1)~~ The Company’s ~~above~~common ~~table~~stock ~~sets~~is ~~forth~~traded in the ~~range~~United ofStates ~~high~~on ~~and~~the ~~low~~OTC ~~closing~~Pink ~~bid~~market ~~prices~~under ~~per~~the ~~share~~ticker ofsymbol ~~our~~“SPUP.” ~~common~~Any ~~stock~~over-the-counter market asquotations ~~reported~~reflect oninter-dealer ~~the~~prices, ~~OTCpink~~without ~~Sheets~~retail ~~for~~mark-up, ~~the~~mark-down ~~periods~~or ~~indicated~~commission and may not necessarily represent actual transactions. SPUP.”

~~HOLDERS~~Holders of our Common Stock

As of ~~the~~March ~~date~~29, of2023, ~~this Form 10-K~~ the Company had 2471,~~044~~047,~~000~~594 ~~shares~~registered ofstockholders ~~our~~holding ~~common~~69 ~~stock~~shares ~~issued and outstanding held by 14 holders~~ of ~~record~~common stock.

~~DIVIDEND POLICY~~Dividends

WeSince ~~have~~the Company’s inception, it has not declared ornor paid any cash dividends on ~~our~~its ~~common~~capital stock ~~since our formation,~~ and wethe doCompany does not anticipate paying any cash dividends in the foreseeable future. ~~Declaration~~Its orcurrent ~~payment~~policy ofis ~~dividends,~~to ifretain any, earnings in ~~the~~order ~~future,~~to ~~will~~finance beits atoperations. Its ~~the discretion of our~~ Board of ~~Directors~~directors ~~and~~ will ~~depend on~~determine ~~our~~future ~~then~~declarations ~~current~~and ~~financial~~payments ~~condition~~dividends, ~~results~~if ~~of operations~~any, ~~capital~~in ~~requirements~~light ~~and~~of ~~other~~the ~~factors~~then-current ~~deemed~~conditions ~~relevant~~it ~~by the Board of~~deems ~~Directors.~~relevant ~~There~~and ~~are~~in noaccordance ~~contractual~~with ~~restrictions~~applicable oncorporate ~~our ability to declare or pay dividends~~law.

~~SECURITIES~~Purchases of Equity ~~AUTHORIZED~~Securities ~~UNDER~~by ~~EQUITY~~the ~~COMPENSATION~~Issuer ~~PLANS~~and Affiliated Purchasers

~~We have no equity compensation or stock option plans~~None. ~~We may in the future adopt a stock option.~~

5SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

~~Item~~We have no equity compensation 7.or ~~Management’s~~stock ~~Discussion~~option ~~and~~plans. ~~Analysis~~We ofmay ~~Financial~~in ~~Condition~~the ~~and~~future ~~Results~~adopt ofa ~~Operations~~stock option.

~~Results of~~Item ~~Operations~~6. [RESERVED]

~~From November 30, 2019 to November 30, 2020~~6

~~For the~~Item ~~year~~7. ~~ended~~Management’s ~~November~~Discussion ~~30, 2020, we had no revenue~~ and ~~had~~Analysis ~~general and administrative expenses~~ of ~~$61,248~~Financial ~~comprised~~Condition ~~of Professional fees~~ and ~~filings~~Results ~~fees as compared to general and administrative expenses~~ of ~~$48,800 for the year ended November 30, 2019~~Operations. ~~In addition, we recorded interest expenses on loan of $11,367 resulting in a net loss of $72,615 as compared to interest expenses on loan of $6,090 for the year ended November 30, 2019.~~

~~Liquidity~~You should read the following discussion and ~~Capital~~analysis ~~Resources~~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.

~~As of~~Results ~~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. As of November 30, 2019, the company had $Nil cash and our liabilities were $274,867, consisting primarily of Accounts payable and accrued expenses of $113,352 and Loans from stockholders of $161,515.Operations

~~Our auditors~~Comparison ~~have~~of ~~issued~~the ayear ~~“going~~ended ~~concern”~~November ~~opinion~~30, ~~meaning that there is substantial doubt if we can continue as an on-going~~ ~~business~~2021 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~~year 12ended ~~months~~November ~~the cost of being a reporting public company will be approximately $25~~30,~~000.~~ 2020

~~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~~Revenues. We ~~have~~had no ~~lines of credit or other bank financing arrangements. Generally, we have financed operations~~revenues tofor ~~date through~~ the ~~proceeds~~years ofended ~~the~~November ~~private placement of equity and debt instruments. In connection with our business plan~~30, ~~management anticipates~~2021 ~~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~~2020. 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~~General ~~that our current cash~~ and ~~cash~~Administrative Expenses. ~~equivalents~~For ~~and~~the ~~cash~~year ~~generated~~ended ~~from~~November ~~operations~~30, ~~if any~~2021, ~~will be insufficient to satisfy~~ our ~~liquidity~~ ~~requirements~~general ~~for~~and atadministrative ~~least~~expenses ~~the~~amounted ~~next~~to 12$163,133, ~~months.~~mainly Wecomprised ~~will~~of ~~require~~Professional fees ~~additional~~and ~~funds~~filings ~~prior~~fees, toand ~~such~~were ~~time~~$61,248 ~~and~~for the ~~Company~~year ~~will~~ended ~~seek to~~November ~~obtain~~30, ~~those~~2020, ~~funds~~mainly bycomprised ~~selling~~of ~~additional~~Professional ~~capital~~fees ~~through~~and ~~private~~filings ~~equity~~fees. This ~~placements,~~increase ~~debt~~in orgeneral ~~other~~and ~~sources~~administrative ofexpenses ~~financing.~~for Ifthe weyear ~~are unable~~ended toNovember ~~obtain sufficient additional financing~~30, we2021 ~~may~~was bemainly ~~required~~due to ~~reduce~~an ~~the~~increase ~~scope~~in professional services of ~~our planned operations~~$101,885, ~~which~~related ~~could~~to ~~harm~~ our ~~business,~~Share ~~financial~~Exchange ~~condition~~Agreement ~~and~~with ~~operating~~VeganNation ~~results.~~signed ~~Additional~~in ~~funding~~April to26, ~~meet~~2021 ~~our~~and ~~requirements~~which ~~may~~was ~~not~~later beterminated and ~~available~~rescinded onin ~~favorable terms~~its entirety, ifas atdescribed ~~all~~above.

~~At the~~Financial ~~present time~~Expenses, wenet. ~~have~~For the ~~been~~year ~~able~~ended toNovember ~~raise~~30, ~~additional~~2021, ~~cash~~our byfinancial ~~selling~~income ofamounted ~~common~~to ~~stock;~~$29,831 ~~however~~and itfor ~~will~~the ~~likely~~year ~~not~~ended beNovember ~~sufficient~~30, ~~to support~~2020, our ~~planned~~financial ~~operations.~~expenses amounted ~~If we are unable~~ to ~~raise the capital needed to support our operations~~$11,367. weThe ~~will~~reason ~~either~~for ~~suspend~~the ~~product development~~increase ~~and~~in ~~marketing~~financial ~~activities~~expenses ~~until~~for wethe doyear ~~raise~~ended ~~the~~November ~~cash~~30, or2021, ~~cease~~was ~~operations~~mainly ~~entirely.~~due ~~Because we have been unable~~ to ~~raise~~the ~~additional~~decrease ~~cash,~~in ~~Management~~interest ~~may~~expense ~~consider~~related ~~other business opportunities in order~~ to ~~maintain~~our ~~and~~outstanding ~~increase~~loans ~~shareholder~~from ~~value~~stockholders.

~~We are~~Other ~~highly~~Losses. ~~dependent~~For ~~upon~~ the ~~success~~year ended ofNovember ~~the private offerings of equity or debt securities~~30, ~~as described herein. Therefore~~2021, ~~the~~other ~~failure thereof~~losses ~~would~~amounted ~~result in the need~~ to ~~seek~~$1,765,586 ~~capital from other resources such~~ as ~~taking~~compare ~~loans,~~to ~~which~~$Nil ~~would likely not even be possible~~ for the ~~Company.~~year Atended ~~such~~November ~~time these funds are required~~30, ~~management would evaluate the terms of such debt financing~~2020. IfOther ~~the~~Losses ~~Company cannot~~are ~~raise~~comprised ~~additional~~of ~~proceeds~~costs ~~via~~related ato ~~private~~our ~~placement~~Share ofExchange ~~its~~Agreement ~~equity~~with orVeganNation ~~debt~~signed ~~securities,~~in orApril ~~secure a loan~~26, ~~the~~2021 ~~Company~~and ~~would~~which bewas ~~required~~later toterminated and ~~cease~~rescinded ~~business~~in ~~operations.~~its ~~As a result~~entirety, ~~investors~~as ~~would~~described ~~lose all of their investment~~above.

6Net 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.

~~Significant Accounting~~Liquidity ~~Policies~~ and Capital Resources

~~For~~As of November 30, 2021, the ~~additional~~company had $Nil cash and ~~relevant~~our ~~information~~liabilities ~~please~~were ~~see~~$349,522, ~~Note~~consisting 2primarily 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 ~~financial~~company ~~statements~~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.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk.~~7

~~We are~~Our auditors have issued a “going ~~smaller~~concern” ~~reporting~~opinion, ~~company~~meaning asthat ~~defined~~there inis ~~Rule~~substantial ~~12b~~doubt if we can continue as an on-2going ofbusiness for the ~~Exchange~~next ~~Act~~twelve months ~~and~~unless we obtain additional capital. No substantial revenues are ~~not~~anticipated ~~required~~until after receiving sufficient financing and implementing our plan of operations. We must raise cash to ~~provide~~implement our strategy and stay in business. The Company anticipates over the ~~information~~next ~~required~~12 months ~~under~~the ~~this~~cost ~~item~~of being a reporting public company will be approximately $75,000.

~~Item~~Existing working capital, 8further advances and debt instruments, and anticipated cash flow are expected to be inadequate to fund our operations over the next twelve months. ~~Financial~~We ~~Statements~~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 ~~Supplementary~~debt ~~Data~~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.

~~The~~We anticipate that our current ~~information~~cash ~~called~~and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for byat least ~~Item~~the 8next is12 ~~included~~months. ~~following~~We will require additional funds prior to such time and the ~~“Index~~Company will seek to ~~Financial~~obtain ~~Statements”~~those onfunds ~~page~~by ~~F-1~~selling additional ~~contained~~capital inthrough ~~this~~private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional ~~annual~~financing, ~~report~~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 ~~Form~~favorable ~~10-K~~terms, if at all.

~~Item~~At the present time, we have 9been able to raise additional cash by selling of common stock; however it will likely not be sufficient to support our planned operations. If ~~Changes~~we inare unable to raise the capital needed to support our operations, we will either suspend product development and ~~Disagreements~~marketing ~~with~~activities until ~~Accountants~~we ondo ~~Accounting~~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 ~~Financial~~increase ~~Disclosure~~shareholder value.

OnWe are highly dependent upon ~~May~~the ~~20,~~success ~~2020~~of (the ~~“Dismissal~~private ~~Date”)~~offerings of equity or debt securities, as described herein. Therefore, the ~~Board~~failure ofthereof ~~Directors~~would result in the ~~Company~~need ~~dismissed~~to ~~Weinstein~~seek &capital Cofrom ~~C.P.A.~~other ~~(“Weinstein”)~~ resources such as ~~the~~taking ~~independent~~loans, ~~registered~~which ~~public~~would ~~accounting~~likely ~~firm~~not even be possible for the Company. OnAt ~~May~~such ~~20,~~time these ~~2020~~funds are required, ~~the~~management ~~Board~~would ~~engaged~~evaluate ~~Halperin~~the ~~CPA,~~terms ~~Financial~~of ~~Consulting &~~such ~~Management~~debt ~~(“Halperin”)~~financing. asIf the Company’s ~~new~~cannot ~~independent~~raise ~~registered~~additional ~~public~~proceeds via ~~accounting~~a ~~firm. The decision~~private toplacement ~~dismiss~~of ~~Weinstein~~its ~~resulted~~equity ~~from~~or andebt ~~order~~securities, ~~(the~~or ~~“Order”)~~secure ofa loan, the ~~Securities~~Company ~~and~~would ~~Exchange~~be ~~Commission~~required ~~(the~~to ~~“SEC”) denying~~cease ~~W&CO~~business ~~the~~operations. As ~~privilege~~a ofresult, ~~appearing~~investors orwould ~~practicing~~lose ~~before~~all ~~the~~of ~~SEC~~their investment.

The reports of Weinstein on the Company’s financial statements for the two most recent fiscal years did not contain an adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.8

~~During the~~Significant ~~two~~Accounting most recent fiscal years and through the Dismissal Date, there were (i) no disagreements between the Company and Weinstein on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Weinstein, would have caused Weinstein to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.Policies

~~During the~~For ~~Company’s~~additional ~~two most recent fiscal years~~ and ~~in the subsequent interim period through the Dismissal Date, neither the~~relevant ~~Company~~information orplease ~~anyone~~see onNote ~~its~~2 ~~behalf consulted with Halperin regarding either (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 the Company’s consolidated~~ financial statements, and neither a written report nor oral advice was provided to the Company by Halperin that was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

7Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Item~~We are a smaller reporting ~~9A.~~company ~~Controls~~as defined in Rule 12b-2 of the Exchange Act and ~~Procedures~~are not required to provide the information required under this item.

~~(a) Evaluation~~Item of8. ~~Disclosure~~Financial ~~Controls~~Statements and ~~Procedures.~~Supplementary Data.

~~Our management~~The isinformation ~~responsible~~called 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, orItem ~~under~~8 ~~the~~is ~~supervision~~included ~~of,~~following the ~~Company’s~~“Index ~~principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel~~ to ~~provide~~Financial ~~reasonable~~Statements” ~~assurance~~on ~~regarding~~page ~~the~~F-1 ~~reliability~~contained ~~of our financial reporting and the preparation of financial statements for external purposes~~ in ~~accordance~~this ~~with~~annual ~~accounting~~report ~~principles~~on ~~generally~~Form ~~accepted in the United States of America and includes those policies and procedures that:~~10-K.

-Item ~~Pertains~~9. toChanges ~~the maintenance of records that~~ in ~~reasonable detail accurately~~ and ~~fairly~~Disagreements ~~reflect~~with ~~our~~Accountants ~~transactions~~on Accounting and ~~disposition~~Financial ~~of assets;~~Disclosure.

-On December ~~Provide~~14, ~~reasonable~~2022, ~~assurance~~our ~~that~~Board ~~transactions are recorded as necessary to permit preparation~~ of ~~our~~Directors ~~financial~~dismissed ~~statements~~Halperin inIlanit ~~accordance~~CPA ~~with accounting principles generally accepted in~~ (the ~~United~~“Former ~~States~~Auditor”) ofas ~~America~~our ~~and~~independent ~~receipts~~registered public ~~and~~accounting ~~expenditures are being made in accordance with authorizations of management and directors; and~~firm.

-The audit ~~Provide~~reports ~~reasonable~~of ~~assurance~~the ~~regarding~~Former ~~prevention~~Auditor oron ~~timely~~our ~~detection~~financial ofstatements ~~unauthorized~~for ~~acquisition~~the fiscal years ended November 30, ~~use~~2020 and 2019 contained no adverse opinion or ~~disposition~~disclaimer of ~~company~~opinion ~~assets~~and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the ~~could~~reports ~~have~~contained aan ~~material~~explanatory ~~effect~~paragraph onstating that there was substantial doubt about our ~~financial~~ability ~~statements~~to continue as a going concern.

~~Under~~During the ~~supervision~~fiscal ~~and~~years ~~with~~ended ~~the~~November ~~participation~~30, of2021 ~~our~~and ~~management~~2020, ~~including~~there ~~our~~were ~~principal~~(i) ~~executive~~no ~~officer~~“disagreements” ~~and~~(as ~~our~~that ~~financial~~term ~~officer,~~is ~~an evaluation~~defined ~~was~~in ~~performed~~Item ~~on the effectiveness~~ 304(a)(1)(iv) of ~~the~~Regulation ~~design~~S-K and ~~operation~~the ofrelated ~~our~~instructions) ~~disclosure~~between ~~controls~~us and ~~procedures as of~~ the ~~end~~Former ~~of the~~Auditor ~~period~~on ~~covered~~any bymatter ~~this~~of ~~report.~~accounting ~~Based~~principles onor ~~that evaluation~~practices, financial ~~our~~statement ~~and~~disclosure, ~~principal~~or ~~executive~~auditing ~~officer~~scope ~~and~~or ~~our~~procedure, ~~principal~~which ~~financial~~disagreements, ~~officer concluded~~if ~~that our disclosure controls and procedures were~~ not ~~effective~~resolved asto of the ~~end~~satisfaction of the ~~period covered by this report for the purpose~~Former ~~of gathering~~Auditor, ~~analyzing~~would ~~and~~have ~~disclosing~~caused ~~of information that~~ the ~~Company~~Former isAuditor ~~required~~ to ~~disclose~~make inreference ~~the~~to ~~reports it files under~~ the ~~Securities Exchange~~subject ~~Act~~matter of ~~1934, within~~ the ~~time~~disagreement ~~periods~~in ~~specified~~its inreports on the ~~SEC~~Company’s financial ~~rules~~statements and ~~forms~~(ii) ~~for~~no ~~the~~“reportable ~~reasons~~events” ~~set~~(as ~~forth~~that term is defined in ~~our~~Item ~~annual~~304(a)(1)(v) ~~report on~~of ~~Form~~Regulation 10S-K ~~for~~and the related ~~year ended November 30, 2020~~instructions).

On December 14, 2022, our Board of Directors approved the engagement of Weinstein International CPA (b the “New Auditor”) as our ~~Changes~~independent inregistered ~~Internal~~public ~~Controls~~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).

There were no changes in our internal control over financial reporting during quarter ended November 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.9

8Item 9A. Controls and Procedures.

~~Management’s Annual~~(a) ~~Report~~Evaluation onof ~~Internal~~Disclosure Controls ~~Control~~and ~~Over Financial Reporting~~Procedures.

AsOur ~~of November 30, 2020,~~ management ~~assessed~~is ~~the~~responsible ~~effectiveness~~for ofestablishing ~~the~~and ~~Company’s~~maintaining adequate internal control over financial reporting. ~~based~~Internal ~~on the criteria for effective internal~~ control over financial reporting ~~established~~is defined in ~~Internal~~Rule ~~Control~~ 13a-15(f) ~~Integrated~~or ~~Framework~~15d-15(f) ~~issued~~promulgated by under the ~~Committee~~Securities ofExchange ~~Sponsoring~~Act ~~Organizations~~ of ~~the~~1934 ~~Treadway~~as ~~Commission~~a ~~(“COSO”)~~process ~~and~~designed ~~SEC~~by, ~~guidance on conducting such assessments.~~or ~~Based~~under onthe ~~that~~supervision ~~evaluation~~of, ~~they concluded that, during~~ the ~~period~~Company’s ~~covered~~principal byexecutive ~~this~~and ~~report,~~principal ~~such internal control over~~ financial ~~reporting were~~officers ~~not~~and ~~effective~~effected toby ~~detect~~ the ~~inappropriate~~Company’s board ~~application~~ of USdirectors, ~~GAAP~~management ~~rules~~and asother ~~more~~personnel ~~fully~~to ~~described~~provide ~~below.~~reasonable ~~This~~assurance ~~was~~regarding ~~due~~the toreliability ~~deficiencies that~~of ~~existed~~our infinancial reporting and the ~~design~~preparation orof ~~operation~~financial ofstatements ~~our~~for ~~internal~~external ~~control~~purposes ~~over~~in ~~financial~~accordance ~~reporting~~with ~~that~~accounting ~~adversely~~principles ~~affected~~generally ~~our~~accepted ~~internal~~in ~~controls~~the United ~~and~~States ~~that~~of ~~may~~America beand ~~considered~~includes tothose bepolicies ~~material~~and ~~weaknesses.~~procedures that:

~~A material~~- ~~weakness~~Pertains isto athe ~~deficiency~~maintenance ~~or combination~~ of ~~deficiencies~~records ~~in internal control over financial reporting such~~ that ~~there~~in ~~is a~~ reasonable ~~possibility~~ ~~that~~detail aaccurately ~~material~~and ~~misstatement~~fairly ofreflect ~~annual~~our ortransactions ~~interim~~and ~~financial~~disposition 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 ~~November 30, 2020.~~assets;

●- ~~Financial~~Provide ~~Reporting~~reasonable ~~and~~assurance ~~Closing~~that ~~Process:~~transactions Weare ~~did~~recorded ~~not~~as ~~maintain~~necessary anto ~~effective~~permit ~~financial~~preparation ~~reporting~~of ~~and~~our ~~closing process to prepare~~ financial statements in accordance with ~~GAAP.~~accounting Weprinciples ~~determined~~generally ~~that~~accepted ~~controls~~in ~~over~~the ~~timely~~United ~~and~~States ~~complete~~of ~~financial~~America ~~statement~~and ~~reviews,~~receipts ~~effective journal entry controls,~~ and ~~appropriate~~expenditures ~~reconciliation~~are ~~processes~~being ~~were~~made ~~missing~~in oraccordance ~~ineffective.~~with ~~Further,~~authorizations weof ~~were~~management ~~unable~~and todirectors; ~~complete regulatory filings timely as required by the rules of the SEC.~~and

●- ~~Qualified~~Provide ~~Personnel:~~reasonable Weassurance ~~lacked~~regarding aprevention ~~sufficient~~or ~~number~~timely detection of ~~qualified~~unauthorized ~~accounting~~acquisition, ~~personnel~~use inor ~~key~~disposition ~~financial~~of ~~reporting~~company ~~positions~~assets tothat ~~operate~~could ~~processes~~have ~~and controls over the year end close process. As~~ a ~~result, a reasonable possibility exists that~~ material ~~misstatements~~effect inon our financial statements ~~will not be prevented or detected on a timely basis~~.

●Under the ~~Control~~supervision ~~Monitoring:~~and ~~Our~~with ~~controls~~the ~~for~~participation ~~monitoring~~of our management, including our principal executive officer and our financial officer, an evaluation was performed on the ~~adequacy~~effectiveness of the design and ~~operating~~operation ~~effectiveness~~of our disclosure controls and procedures as of ~~internal~~the ~~control~~end ~~over~~of the period covered by this report. Based on that evaluation, our and principal executive officer and our principal financial ~~reporting~~officer ~~across~~concluded that ~~the~~our ~~Company~~disclosure controls and procedures were ~~ineffective.~~not Aseffective aas ~~result~~of the end of the period covered by this report for the purpose of gathering, analyzing aand ~~reasonable~~disclosing ~~possibility~~of ~~exists~~information that ~~material~~the ~~misstatements~~Company is required to disclose in ~~our~~the ~~financial~~reports ~~statements~~it ~~will~~files ~~not~~under bethe ~~prevented~~Securities orExchange Act ~~detected~~of 1934, within the time periods specified in the SEC’s rules and forms for the reasons set forth in our annual report on aForm 10-K ~~timely~~for ~~basis~~the year ended November 30, 2020.

~~Management~~(b) Changes ~~believes~~in ~~that~~Internal ~~the material weaknesses above did not have an effect on our financial results~~Controls.

InThere anwere ~~effort~~no tochanges ~~remediate~~in ~~the~~our ~~identified~~internal ~~material~~control ~~weaknesses~~over ~~and~~financial ~~other~~reporting ~~deficiencies~~during ~~and~~quarter ~~enhance~~ended ~~our~~December ~~internal controls~~31, we2021 that have ~~initiated~~materially affected, or ~~plan~~are reasonably likely to ~~initiate~~materially ~~the~~affect, ~~following~~our ~~series~~internal ofcontrol ~~measures~~over financial reporting.

~~Subject to~~Management’s ~~raising~~Annual ~~capital,~~Report ofon ~~which no assurance can be provided, we will create a position to segregate duties consistent with control objectives~~Internal ~~and~~Control ~~will~~Over ~~increase~~Financial 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.Reporting

~~Management~~As of November 30, 2021, management ~~believes~~assessed ~~that~~the effectiveness of the ~~appointment~~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 ~~one~~Sponsoring orOrganizations of ~~more~~the ~~outside~~Treadway ~~directors,~~Commission ~~who~~(“COSO”) ~~shall~~and beSEC ~~appointed~~guidance toon aconducting ~~fully~~such ~~functioning~~assessments. ~~audit~~Based ~~committee~~on that evaluation, ~~will~~they ~~remedy~~concluded that, during the ~~lack~~period ofcovered aby ~~functioning~~this ~~audit~~report, ~~committee~~such ~~and~~internal acontrol ~~lack~~over financial reporting were not effective to detect the inappropriate application of aUS ~~majority~~GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of ~~outside~~our internal ~~directors~~control onover financial reporting that adversely affected our ~~Board~~internal controls and that may be considered to be material weaknesses.

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.10

~~This~~A material weakness is a deficiency ~~annual~~or ~~report~~combination ~~does~~of ~~not~~deficiencies ~~include~~in aninternal ~~attestation~~control ~~report~~over offinancial ~~the~~reporting ~~Company’s~~such ~~independent~~that ~~registered~~there ~~public~~is ~~accounting~~a ~~firm~~reasonable ~~regarding~~possibility ~~internal control~~that ~~over~~a ~~financial~~material misstatement ~~reporting.~~of ~~Management’s~~annual ~~report~~or ~~was~~interim ~~not~~financial ~~subject~~statements towill ~~attestation~~not bybe ~~the~~prevented ~~Company’s~~or ~~independent~~detected. ~~registered public~~In ~~accounting~~connection ~~firm~~with ~~pursuant~~the toassessment ~~temporary~~described above, ~~rules~~management ofidentified the ~~Securities~~following ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~that~~financial ~~permit~~reporting ~~the~~deficiencies ~~Company~~that torepresent ~~provide~~material ~~management~~weaknesses as ~~report~~of inDecember ~~the~~31, ~~Annual Report~~2022.

~~Item 9B~~● Financial Reporting and Closing Process: We did not maintain an effective financial reporting and closing process to prepare financial statements in accordance with GAAP. ~~Other~~We ~~Information~~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.

~~None~~● 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.

9● 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.

~~PART~~Management believes that the ~~III~~material weaknesses above did not have an effect on our financial results

~~Item~~In an effort to remediate ~~10.~~the ~~Directors,~~identified ~~Executive~~material ~~Officers~~weaknesses and ~~Corporate~~other ~~Governance~~deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.

AsSubject 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 ~~date~~accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of ~~this Form~~directors ~~10-K~~ who shall be appointed to an audit committee who will undertake the oversight ~~Directors~~in the establishment and ~~Officers~~monitoring ~~currently~~of ~~serving~~required ~~our~~internal ~~Company~~controls ~~are~~and procedures such as ~~follows:~~reviewing and approving estimates and assumptions made by management when funds are available to us.

Name	Age	Positions and Offices
Mr. Isaac Thomas	33	Chief Executive Officer
Mr. Yochai Ozeri (1)	44	Chief Financial Officer
Mr. Netanel Salomon (1)	32	Vice President of Marketing and Investor Relations
Mr. Baruch Yadid (3)	63	Director

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.

~~The directors~~We ~~named~~will ~~above~~continue ~~will~~to ~~serve~~monitor and ~~until~~evaluate the ~~next~~effectiveness ~~annual meeting~~ of ~~the~~our ~~stockholders~~internal orcontrols ~~until~~and ~~their~~procedures ~~respective~~and ~~resignation~~our orinternal ~~removal~~controls ~~from office.~~over ~~Thereafter,~~financial ~~directors~~reporting ~~are~~on ~~anticipated~~an toongoing basis beand ~~elected~~are ~~for~~committed ~~one-year~~to ~~terms~~taking atfurther ~~the~~action ~~annual~~and ~~stockholders’~~implementing ~~meeting.~~additional ~~Officers~~enhancements ~~will hold~~or ~~their~~improvements, ~~positions~~as atnecessary ~~the~~and ~~pleasure~~as offunds ~~the Board of Directors~~allow.

~~Isaac~~This annual report does not ~~Thomas,~~include ~~Age~~an 33attestation 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.

~~Mr. Thomas~~Item ~~serves as Chief Executive Officer of VeganNation Services Ltd~~9B., anOther ~~Israeli company, a position he has held since January 2018~~Information. Mr. Thomas is an entrepreneur from the age of 16. Mr. Thomas’ career spans 17 years of entrepreneurial ventures in real estate and healthcare, where he acquired, developed, consulted and led visionary projects in the multifamily and senior housing sectors in the United States. In 2016, through a spiritual journey of meditation, Mr. Thomas has chosen to live a plant based lifestyle. In January 2018 Mr. Thomas founded VeganNation with the vision of creating the global platform and infrastructure to unite the global plant-base and sustainable economy into a true global, impactful economic ecosystem.

~~Yochai Ozeri, Age 44~~None

~~Mr.~~Item ~~Ozeri has been serving, since January 2012, as the Director of Finance and Treasurer of deltathree~~ 9C. ~~In his current roles at deltathree,~~Disclosure ~~Mr.~~ Regarding ~~Ozeri~~Foreign ~~serves~~Jurisdiction asthat ~~its~~Prevents 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. Inspections

~~Netanel Salomon, Age 32~~None

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. 11

~~Baruch Yadid,~~PART ~~Age 63~~III

~~In the~~Item ~~last~~ 10 ~~years Mr~~. ~~Yadid~~Directors, ~~was~~Executive ~~involved in~~Officers ~~several real estates~~ and ~~commercial~~Corporate ~~deals in Israel and abroad, he also played a major role in the successes of private companies~~Governance.

~~Director~~As of the date of this Form ~~Independence~~10-K the Directors and Officers currently serving our Company are as follows:

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.

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

10The 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.

~~Conflicts of~~Baruch ~~Interest~~Yadid, Age 63

~~Since we~~In ~~do not have an audit or compensation committee comprised of independent directors,~~ the ~~functions~~last ~~that~~10 ~~would~~years ~~have~~Mr. ~~been performed by~~Yadid ~~such~~was ~~committees~~involved in ~~are~~several ~~performed~~real byestates ~~our current directors. The Board of Director has not established an audit committee~~ and ~~does~~commercial ~~not~~deals ~~have an~~in ~~audit~~Israel 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~~abroad, ~~such~~he ~~directors~~also ~~have~~played ~~been performing the functions of such committees. Thus, there is~~ a ~~potential~~major ~~conflict~~role ~~of interest~~ in ~~that our directors have~~ the ~~authority~~successes toof ~~determine issues concerning~~private ~~management compensation, nominations, and audit issues that may affect management decisions~~companies.

~~Involvement in~~Yochai ~~Certain~~Ozeri, ~~Legal~~Age ~~Proceedings~~44

~~There are~~Mr. noOzeri ~~legal~~has ~~proceedings~~been ~~that~~serving, since ~~have~~January ~~occurred~~2012, inas the ~~past~~Director 10of ~~years~~Finance ~~concerning~~and ~~our~~Treasurer ~~sole~~of deltathree. In his current roles at deltathree, Mr. Ozeri serves as its principal financial officer and ~~director~~principal ~~which~~accounting ~~involved~~officer. aPrior ~~criminal~~to ~~conviction~~assuming the positions of at deltathree, a ~~criminal~~Mr. ~~proceeding~~Ozeri, anserved ~~administrative~~as orController from ~~civil~~August ~~proceeding~~2009 ~~limiting~~until ~~one’s~~January ~~participation~~2012. Founded in ~~the~~1996, ~~securities~~deltathree, orInc. ~~banking~~is ~~industries~~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 orauditor at Kost, Forer, Gabbay & Kasierer, a ~~finding~~member firm of ~~securities~~Ernst or& ~~commodities~~Young ~~law~~International, ~~violations~~in its technology practice group. Mr. Ozeri is a Certified Public Accountant.

~~FAMILY RELATIONS~~Netanel Salomon, Age 32

~~There~~Mr. Solomon has been serving, ~~are~~since noNovember ~~family~~2014, ~~relationships~~as ~~among~~a sales executive in Binary Partners which experts in building traded platform online binary option and Forex platforms for dealers. Prior to assuming the ~~directors~~positions of at Binary Partners, Mr. Salomon served from July 2013 as Vice President; sales and ~~officers~~marketing in Webresult an internet marketing solutions company. Mr. Salmon has served from March 2012 to July 2013 as a consultant and manager of ~~Sipup~~“call ~~Corporation~~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.

~~AUDIT COMMITTEE~~Director ~~AND CONFLICTS OF INTEREST~~Independence

~~Since we~~None doof ~~not~~our ~~have~~directors presently qualify as an ~~audit~~independent ordirector ~~compensation~~in ~~committee~~accordance ~~comprised~~with ofthe ~~independent~~published ~~directors,~~listing ~~the~~requirements ~~functions~~of ~~that~~the ~~would~~NASDAQ ~~have~~Global ~~been~~Market. ~~performed~~The byNASDAQ independence ~~such~~definition ~~committees~~includes ~~are~~a ~~performed~~series byof ~~our~~objective ~~directors.~~tests, ~~The~~such ~~Board~~as ofthat ~~Directors~~the ~~has~~director is not, ~~established~~and anhas ~~audit~~not ~~committee~~been ~~and~~for ~~does~~at ~~not~~least ~~have~~three anyears, ~~audit~~one of our ~~committee~~employees ~~financial~~and ~~expert~~that neither the director, nor any of his family members has ~~the~~engaged ~~Board~~in ofvarious ~~Directors~~types ~~established~~of abusiness ~~nominating~~dealings ~~committee~~with us. ~~The~~In ~~Board~~addition, our isboard of ~~the~~director ~~opinion~~has ~~that~~not ~~such committees~~made ~~are~~a ~~not~~subjective ~~necessary~~determination ~~since~~as ~~the~~to ~~Company~~its issole andirector ~~early~~that ~~exploration~~no ~~stage~~relationships ~~company~~exist ~~and~~which, ~~has~~in ~~only~~the ~~four~~opinion of ~~directors,~~our ~~and~~board toof ~~date~~director, ~~such~~would ~~directors have~~interfere ~~been~~with ~~performing~~ the ~~functions~~exercise of ~~such~~independent ~~committees.~~judgment ~~Thus~~in carrying out the responsibilities of a director, though ~~there~~such subjective determination is arequired ~~potential~~by ~~conflict~~the NASDAQ rules. Had our board of ~~interest~~director inmade ~~that~~these determinations, our ~~directors~~board of ~~and~~director ~~officers~~ would have reviewed and discussed information provided by the ~~authority~~director toand ~~determine~~us ~~issues~~with ~~concerning~~regard ~~management~~to ~~compensation,~~each ~~nominations,~~director business and ~~audit~~personal activities ~~issues~~and ~~that~~relationships as they may ~~affect~~relate ~~management~~to ~~decisions~~us and our management.

~~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.~~12

~~CODE OF~~Conflicts ~~ETHICS~~of Interest

~~The~~Since we do not have an audit ~~Company~~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 ~~adopted~~established an audit committee and does not have an audit committee financial expert, nor has the Board established a ~~code~~nominating committee. The Board is of ~~ethics~~the opinion that ~~applies~~such tocommittees ~~its~~are ~~principal~~not ~~executive~~necessary ~~officers,~~since the ~~principal~~Company ~~financial~~is ~~officer,~~an ~~principal~~early ~~accounting officer~~development orstage ~~controller~~company, orand ~~persons~~to date, such directors have been performing ~~similar~~the functions. ~~The~~of ~~Company~~such ~~has~~committees. Thus, ~~not~~there ~~adopted~~is a ~~code~~potential conflict of ~~ethics~~interest ~~because~~in itthat ~~currently~~our ~~has~~directors have the authority to determine issues concerning management compensation, ~~minimal~~nominations, ~~operations~~and audit issues that may affect management decisions.

~~SECTION 16(A)~~Involvement ~~BENEFICIAL~~in ~~OWNERSHIP~~Certain ~~REPORTING~~Legal ~~COMPLIANCE~~Proceedings

~~Section 16(a)~~There ofare ~~the~~no ~~Securities~~legal ~~Exchange~~proceedings that ~~Act~~have ofoccurred ~~1934~~in ~~requires~~the ~~our~~past ~~executive~~10 ~~officers~~years ~~and~~concerning ~~directors, and persons who own more than ten percent of a registered class of~~ our ~~equity~~sole ~~securities,~~officer ~~file reports of ownership~~ and ~~changes~~director inwhich ~~ownership~~involved ~~with~~a ~~the~~criminal ~~SEC. Executive officers~~conviction, ~~directors~~ ~~and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(~~a) ~~forms~~criminal ~~they file.~~proceeding, ~~Based~~an onadministrative ~~our~~or ~~review~~civil ofproceeding ~~filings~~limiting ~~made~~one’s onparticipation ~~the~~in ~~SEC website, and~~ the ~~fact~~securities ~~of us not receiving certain forms~~ or ~~written~~banking ~~representations from certain reporting persons that they have complied with the relevant filing requirements~~industries, weor ~~believe~~a ~~that,~~finding ~~during~~of ~~the year ended November~~securities ~~30,~~or ~~2020,~~commodities ~~our~~law ~~executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements~~violations.

11FAMILY RELATIONS

~~Item~~There are no family relationships ~~11.~~among ~~Executive~~the ~~Compensation~~directors and officers of Sipup Corporation.

~~Summary Compensation~~AUDIT ~~Table~~COMMITTEE AND CONFLICTS OF INTEREST

~~The table~~Since ~~below~~we ~~summarizes~~do ~~all~~not have an audit or compensation ~~awarded~~committee tocomprised of independent directors, ~~earned~~the functions that would have been performed by, orsuch ~~paid~~committees toare performed by our ~~Officer~~directors. ~~for~~The ~~all~~Board ~~services~~of ~~rendered~~Directors inhas ~~all~~not ~~capacities~~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 usthe ~~for~~functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the ~~fiscal~~authority to ~~periods~~determine ~~indicated~~issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Total ($)
Isaac Thomas Chief Executive Officer)	2020	-	-	-	-	-
Yochai Ozeri	2020	-	-	-	-	-
Chief Financial Officer (Principal Financial Officer)	2019	-	-	-	-	-

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.

~~Stock Option~~CODE ~~Grants~~OF ETHICS

~~We have~~The Company has not ~~granted~~adopted a ~~any~~code ~~stock~~of ~~options~~ethics tothat ~~the~~applies ~~executive~~to ~~officer~~its ~~since~~principal ~~our~~executive ~~inception.~~officers, ~~Upon~~principal ~~the~~financial ~~further~~officer, ~~development~~principal ofaccounting ~~our~~officer ~~business~~or controller, or wepersons ~~will likely~~performing ~~grant~~similar ~~options~~functions. toThe ~~our~~Company ~~sole~~has ~~director~~not ~~and~~adopted ~~officer~~a ~~consistent~~code ~~with~~of ~~industry~~ethics ~~standards~~because ~~for~~it ~~businesses~~currently ~~similar~~has tominimal ~~ours~~operations.

~~Employment~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING ~~Agreements~~COMPLIANCE

~~Mr. Ozeri~~Section ~~and~~16(a) of the ~~Company~~Securities Exchange ~~entered~~Act ~~into~~of an1934 ~~employment~~requires ~~agreement~~our ~~dated~~executive ~~February~~officers 1and directors, ~~2016~~and ~~pursuant~~persons towho ~~which~~own ~~Mr.~~more ~~Ozeri~~than ~~will~~ten bepercent ~~paid~~of a ~~monthly base~~registered ~~salary~~class of our $2equity securities,~~000~~ ~~for~~file ~~the~~reports ~~first~~of ~~three~~ownership ~~months.~~and ~~Thereafter,~~changes in ownership with the ~~Company’s~~SEC. ~~board~~Executive ofofficers, directors orand ~~the~~greater-than-ten percent ~~appropriate~~stockholders ~~committee~~are ~~will consider~~required anby ~~increase~~SEC inregulations ~~the~~to ~~base~~furnish ~~amount~~us with all Section 16(a) forms they file. ~~Under~~Based on our review of filings made on the ~~agreement~~SEC website, ~~Mr.~~and ~~Ozeri~~the ~~will~~fact beof ~~entitled~~us tonot ~~participate~~receiving incertain ~~any~~forms ~~future~~or ~~employee~~written ~~stock option~~representations ~~plan~~from ~~that~~certain ~~the~~reporting ~~Company~~persons ~~establishes~~that they ~~and~~have ~~will~~complied bewith ~~issued~~the ~~non-qualified~~relevant ~~options~~filing ~~for 500~~requirements,~~000~~ ~~shares~~we ofbelieve that, during the ~~Company’s~~year ~~common~~ended ~~stock. Either~~November ~~the~~30, ~~Company~~2020, orour ~~Mr.~~executive ~~Ozeri~~officers, directors isand ~~entitled~~greater-than-ten topercent ~~terminate~~stockholders ~~employment~~complied ~~upon~~with 60all ~~prior~~Section ~~days’~~16(a) ~~notice~~filing requirements.

~~Director Compensation~~13

Item 12 11. ~~Security~~Executive ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~Compensation.

~~The following~~Summary ~~table~~Compensation lists, as of May 20, 2021, 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.Table

The ~~percentages~~ table below ~~are~~summarizes all ~~calculated~~compensation ~~based~~awarded ~~on 24~~to,~~044,000~~ ~~shares~~earned ofby, ~~our~~or ~~common~~paid ~~stock~~to ~~issued~~our ~~and~~Officer ~~outstanding~~for asall ofservices ~~May~~rendered ~~19,~~in ~~2021.~~all Wecapacities doto ~~not have~~us ~~any outstanding warrant, options or other securities exercisable~~ for orthe ~~convertible~~fiscal ~~into shares of our common stock~~periods indicated.

	Shares of Common Stock (1)		Percent of Class (2)
Executive Officers and Directors
Isaac Thomas, Chief Executive Officer & Director		-		*
Yochai Ozeri, Chief Financial Officer & Director		-		*
Netanel Salomon, Vice President & Director		-		*
Baruch Yadid, Director
5% or more Shareholders
Adi Zim Holdings Ltd. (2)		7,644,000		31	%
David Daniel (3)		11,000,000		45.8	%
Nissim Barih (4)		2,475,000		10.3	%
Rasario Capital Ltd (5)		1,595,000		6.6	%

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Total
($)

*Stock ~~Less~~Option ~~than one percent.~~Grants

12We 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.

~~(1)~~Employment 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.Agreements

~~(2)~~Mr. Ozeri and the Company entered into an employment agreement dated February 1, 2016 pursuant to which Mr. ~~Adi~~Ozeri ~~Zim_~~will ~~holds~~be ~~sole~~paid ~~voting~~a ~~and~~monthly ~~dispositive~~base ~~control~~salary of ~~these~~$2,000 ~~securities~~for the first three months. ~~The~~Thereafter, ~~address~~the Company’s board of ~~Adi~~directors ~~Zim~~or ~~Holdings~~the ~~Ltd~~appropriate committee will consider an increase in the base amount. isUnder ~~Yosef~~the ~~Klausner~~agreement, 10Mr. 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 ~~Ramla~~shares ~~Israel~~of the Company’s common stock. Either the Company or Mr. Ozeri is entitled to terminate employment upon 60 prior days’ notice.

~~(3)~~Director ~~David Daniel is the former shareholder of Enlightened. His address is Hanah Senesh 28, Beni Brak, Israel~~Compensation

~~(4)~~Item ~~The~~12. ~~business~~Security ~~address~~Ownership of ~~Nissim~~Certain ~~Barih~~Beneficial isOwners 41and ~~Shlomo~~Management ~~Hamelech~~and ~~Street,~~Related ~~Lod~~Stockholder ~~Israel~~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) Mreach officer and director of our Company; and (iii) all officers and directors as a group. ~~Reuben~~Information ~~Ablagon~~relating ~~holds~~to ~~sole~~beneficial ~~voting~~ownership of common stock by our principal shareholders and ~~dispositive~~management ~~control~~is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these ~~securities~~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 ~~address~~person is also deemed to be a beneficial owner of ~~Rosario~~any ~~Capital~~security ~~Ltd~~of iswhich 2that ~~Weizman~~person has ~~Street~~a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, ~~Tel~~more ~~Aviv~~than ~~Israel~~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.

~~Item~~The percentages below are ~~13.~~calculated ~~Certain~~based ~~Relationships~~on 71,047,594 shares of our common stock issued and ~~Related~~outstanding ~~Transactions~~as of March 14, ~~and~~2023. ~~Director~~We ~~Independence~~do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

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.

	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	%

~~The Company~~* ~~has~~Less nothan ~~formal~~one 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 futurepercent.

~~Item~~ 14~~. Principal Accounting Fees and Services.~~

~~Audit and~~(1) ~~Non~~Under Rule 13d-~~Audit~~3 ~~Fees~~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.

~~On May 20, 2020, the Company appointed Halperin Ilanit~~ (~~“Halperin”~~2) asMr. ~~the~~Adi ~~independent~~Zim ~~registered~~holds ~~public~~sole ~~accounting~~voting ~~firm,~~and ~~for the~~dispositive ~~Company~~control ~~for~~of ~~the~~these ~~fiscal~~securities. ~~year~~The ~~ended~~address ~~November~~of ~~30,~~Adi ~~2020~~Zim ~~and~~Holdings ~~2019~~Ltd. ~~Aggregate~~is ~~fees~~Yosef ~~for~~Klausner ~~professional~~10, ~~services~~Ramla ~~rendered for the Company by Halperin are set forth below:~~Israel.

	2020		2019
Audit fees	$	14,000	$	14,000
Audit-related fees		10,000		-
Tax fees		-		-
All other fees		-		-
Total	$	24,000	$	14,000

(3)

Shneor Shapira is

13(4) Itay Yadid

~~PART IV~~(5) Yosef Chaim Raybi

~~ITEM 15. EXHIBITS,~~(6) ~~CONSOLIDATED~~Vegan ~~FINANCIAL~~Point ~~STATEMENT SCHEDULES~~LLC

~~The~~Currently, there are no contemplated ~~Financial~~transactions ~~Statements~~that ~~filed~~the asCompany ~~part~~may ofenter ~~this~~into ~~Annual~~with ~~Report~~our officers, directors or affiliates. If any such transactions are ~~identified~~contemplated, we will file such disclosure in ~~the~~a ~~Index~~timely tomanner ~~Financial~~with ~~Statements~~the Commission on ~~page~~the ~~F-1~~proper ~~hereto~~form making such transaction available for the public to view.

~~(a)(2)~~The Company has no formal ~~Financial~~written ~~Statement~~employment ~~Schedules~~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.

~~Financial Statement~~Item ~~Schedules~~14. ~~have~~Principal ~~been~~Accounting ~~omitted~~Fees ~~because~~and ~~the information required to be set forth therein is not applicable or is shown on the financial statements or notes thereto~~Services.

~~(a)(3) Exhibits.~~Audit and Non-Audit Fees

~~We hereby~~The ~~file,~~following asis ~~exhibits~~a tosummary of ~~this~~the ~~Annual~~fees ~~Report,~~billed ~~those~~by ~~exhibits~~our ~~listed~~principal onauditor during the ~~Exhibit~~calendar ~~Index~~years ~~immediately~~ended ~~following~~November ~~the~~30, ~~signature~~2021 ~~page~~and ~~hereto.~~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

~~SIGNATURES~~15

~~Pursuant to~~PART 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 May 20, 2021.IV

	SIPUP CORPORATION, INC.
Date: May 20, 2021	By:	/s/ Isaac Thomas
		Isaac Thomas
		Chief Executive Officer (Principal Executive Officer)
Date: May 20, 2021	By:	/s/ Yochai Ozeri
		Yochai Ozeri
		Chief Financial Officer (Principal Financial Officer)

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

~~Pursuant to~~(a)(1) ~~the~~Financial ~~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:~~Statements.

Signature	Title	Date
/s/ Isaac Thomas	Chief Executive Officer and Director	May 20, 2021
Isaac Thomas	(Principal Executive Officer)
/s/ Yochai Ozeri	Chief Financial Officer and Director	May 20, 2021
Yochai Ozeri	(Principal Financial and Accounting Officer)
/s/ Baruch Yadid	Director	May 20, 2021
Baruch Yadid
/s/ Natanel Salomon	Director, Vice President	May 20, 2021
Natanel Salomon

The Financial Statements filed as part of this Annual Report are identified in the Index to Financial Statements on page F-1 hereto.

15(a)(2) Financial Statement Schedules.

~~SIPUP~~Financial Statement ~~CORPORATION~~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.

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~(a)(3) Exhibits.

~~Contents:~~We hereby file, as exhibits to this Annual Report, those exhibits listed on the Exhibit Index immediately following the signature page hereto.

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of November 30, 2020 and 2019	F-3
Consolidated Statement of Operations for the years ended November 30, 2020 and 2019	F-4
Statements of Stockholders’ Equity for the years ended November 30, 2020 and 2019	F-5
Consolidated Statements of Cash Flows for the years ended November 30, 2020 and 2019	F-6
Notes to Consolidated Financial Statements	F-7

~~F-1~~SIGNATURES

~~REPORT~~Pursuant to OFthe ~~INDEPENDENT~~requirements ~~REGISTERED~~of ~~PUBLIC~~Section ~~ACCOUNTING~~13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report ~~FIRM~~on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2023 .

TOSIPUP ~~THE~~CORPORATION, ~~BOARD~~INC. OFBy: ~~DIRECTORS~~/s/ ~~AND~~Baruch ~~STOCKHOLDERS~~Yadid OFBaruch Yadid Interim Chief Executive Officer (Principal Executive Officer)

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

Opinion on the Consolidated Financial Statements

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

We have audited the accompanying consolidated balance sheets of SIPUP Corporation, Inc (the “Company”) as of November 30, 2020 and 2019, the related statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the two years 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 2019, and the results of its operations and its cash flows for each of the two years in the period ended November 30, 2020, in conformity with accounting principles generally accepted in the United States of America.17

~~Going~~SIPUP ~~Concern~~CORPORATION

~~The~~INDEX ~~accompanying~~TO ~~financial~~CONSOLIDATED ~~statements~~FINANCIAL 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.STATEMENTS

~~Basis for Opinion~~Contents:

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.

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

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.F-1

~~Our~~Report ~~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~~Independent toRegistered ~~those~~Public ~~risks.~~Accounting 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.Firm

~~/s/~~To ~~Halperin~~the ~~Ilanit~~Board of Directors and Stockholders of Sipup Corporation.

~~Certified~~Opinion ~~Public~~on ~~Accountants~~the ~~(Isr.)~~Financial Statements

~~Tel~~We ~~Aviv~~have audited the accompanying consolidated balance sheets of Sipup Corporation. and its subsidiaries (“the Company”) as of November 30, ~~Israel~~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.

~~May~~Basis ~~20,~~for ~~2021~~Opinion

WeThese ~~have~~financial ~~served~~statements asare the responsibility of the Company’s ~~auditor~~management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~since~~audits. ~~2020~~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.

~~F-2~~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.

~~PART~~Our Iaudits 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.

~~FINANCIAL~~Going ~~INFORMATION~~Concern

~~Item~~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. ~~Consolidated~~These ~~Financial~~and ~~Statements~~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.

~~SIPUP~~Previous ~~CORPORATION INC.~~Auditor

~~CONSOLIDATED~~This ~~BALANCE~~is ~~SHEETS~~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

~~(In dollars)~~F-2

	Year ended November 30,
	2020			2019
ASSETS
Current assets:
Prepaid expenses (Note 4)		7,200			93,600
Total assets	$	7,200		$	93,600
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Accounts payable and accrued expenses		88,200			113,352
Loan from stockholder (Note 3)		172,882			161,515
Total liabilities		261,082			274,867
Stockholders’ deficiency:
Common stock, $0.001 par value; 75,000,000 shares authorized; 24,044,000 shares issued and outstanding on November 30, 2020 November 30, 2019 respectively		24,044			24,044
Additional paid-in capital		64,631			64,631
Shareholder debt due to issuance of shares		(55,647	)		(55,647	)
Accumulated deficit		(286,910	)		(214,295	)
Total stockholders’ deficiency		(253,882	)		(181,267	)
Total liabilities and stockholders’ deficiency	$	7,200		$	93,600

Critical Audit Matters

The ~~accompanying~~critical ~~notes~~audit matters communicated below are anmatters ~~integral~~arising ~~part~~from the current period audit of the financial statements that were communicated or required to ~~these~~be ~~consolidated~~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.

FGoing concern-3 refer to note 1 of the financial statements

~~SIPUP~~Critical ~~CORPORATION~~audit ~~INC.~~matter description

~~CONSOLIDATED~~The ~~STATEMENTS~~Company OFraised ~~OPERATIONS~~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.

~~(In~~How ~~dollars,~~the ~~except~~Critical ~~share~~Audit ~~and~~Matter ~~per~~was ~~share~~addressed ~~data)~~in the Audit

	Year ended November 30,
	2020			2019
Revenues:	$	-		$	-
Operating expenses:
General and administrative expenses		61,248			48,800
Total operating expenses		61,248			48,800
Interest on shareholder loan		11,367			6,090
Net loss	$	(72,615	)	$	(54,890	)
Net loss per share-basic and diluted attributable to common stockholders	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average number of shares outstanding		24,044,000			23,523,397

	-	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.

~~The~~- ~~accompanying~~We ~~notes~~added ~~are~~ an ~~integral~~explanatory ~~part~~paragraph ~~of these~~to ~~consolidated~~the ~~financial~~audit ~~statements~~report.

~~F-4~~/s/ Weinstein International CPA (PCAOB ID #6629)

~~SIPUP~~We ~~CORPORATION~~have ~~INC~~served as the Company’s auditor since 2022.

~~STATEMENTS OF~~Tel ~~STOCKHOLDERS’~~Aviv, ~~DEFICIENCY~~Israel

~~(In dollars)~~March 30, 2023

	Common Stock									Shareholder
	Number of Outstanding Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			debt due to issuance of shares			Total Stockholders’ Deficiency
Balance at November 30, 2018		18,000,000		18,000		-		(159,405	)		-			(141,405	)
Effect of Reverse Capitalization		6,044,000		6,044		64,631								70,675
Shareholder debt due to issuance of shares											(55,647	)		(55,647	)
Loss for the period								(54,890	)					(54,890	)
Balance at November 31, 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	)

F-3

~~The accompanying~~REPORT ~~notes~~OF ~~are~~INDEPENDENT anREGISTERED ~~integral~~PUBLIC ~~part of these consolidated financial statements.~~ACCOUNTING FIRM

~~F-5~~TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

SIPUP CORPORATION, INC.

~~CONSOLIDATED~~Opinion ~~STATEMENTS~~on OFthe ~~CASH~~Consolidated ~~FLOWS~~Financial Statements

We have audited the accompanying consolidated balance sheet of SIPUP Corporation, Inc (Inthe ~~dollars~~“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.

	Year Ended November 30,
	2020			2019
Cash flows from operating activities:
Net loss	$	(72,615	)	$	(54,890	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on shareholder’s loan		11,367			6,090
Stock based compensation		86,400			43,200
Changes in operating assets and liabilities:
(Decrease) Increase in accounts payable and accrued expenses		(25,152	)		5,600
Net cash used in operating activities		-			-
Increase in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of period		-			-
Cash and cash equivalents at end of period	$	-		$	-

Going Concern

The accompanying ~~notes~~financial ~~are~~statements anhave ~~integral~~been ~~part~~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 ~~consolidated~~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.

~~F-6~~Basis for Opinion

~~SIPUP~~These ~~CORPORATION~~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.

~~NOTES~~We TOconducted ~~CONSOLIDATED~~our ~~FINANCIAL~~audit ~~STATEMENTS~~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.

~~NOTE~~Our 1audit –included ~~NATURE~~performing OFprocedures ~~BUSINESS~~to ~~AND~~assess the ~~BASIS~~risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond OFto ~~PRESENTATION~~ 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.

~~Sipup~~/s/ ~~Corporation~~Halperin ~~(the “Company”) is a Nevada Corporation incorporated on October 31, 2012. For additional information see subsequent events~~Ilanit

~~Merger~~Certified ~~Transaction~~Public Accountants (Isr.)

OnTel ~~June 2~~Aviv, ~~2019, the Company completed the acquisition of Enlightened Capital Ltd., an Israeli company with offices at Bnei-Brak,~~ Israel (“Enlightened”) whereby Enlightened became a direct and wholly owned subsidiary of the Company. As consideration, the Company issued to Enlightened’s shareholders 18,000,000 common Stock, par value $0.001 per share.

~~Enlightened~~May ~~is engaged~~20, ~~in the field of green energy and is licensed to internationally trade in Certified Emission Reductions, also known as carbon credits (“CERs”), as issued by the UN until 2040.~~2021

~~The~~We ~~transaction~~have ~~was~~served ~~accounted for~~ as ~~a reverse asset acquisition in accordance with generally accepted accounting principles in~~ the United States of America (“GAAP”). Under this method of accounting, Enlightened was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) EnlightenedCompany’s ~~stockholders~~auditor ~~owned a substantial majority~~since of2020 ~~the~~till voting rights in the combined company. As a result of the Recapitalization Transaction, the shareholders of Enlightened received the largest ownership interest in the Company, and Enlightened was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of Enlightened. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.2022

~~Going concern~~F-4

~~The~~SIPUP ~~accompanying~~CORPORATION 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 businessINC. As of November 30, 2020, the Company has an accumulated deficit of $286,910 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, 2020.

~~The~~CONSOLIDATED ~~ability~~BALANCE 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.SHEETS

~~These~~(In ~~factors~~dollars, ~~among~~except ~~others, raise~~share ~~substantial~~and ~~doubt~~per ~~about~~share ~~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.~~data)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	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 ~~financial~~accompanying ~~statements~~notes ~~were prepared~~are inan ~~accordance~~integral ~~with~~part ~~accounting principles generally accepted in the United States~~ of these ~~America~~consolidated ~~(US~~financial ~~GAAP)~~statements.

~~Basis of Presentation~~F-5

~~The~~SIPUP ~~Company~~CORPORATION ~~maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U~~INC.~~S. GAAP”). These financial statements are presented in US dollars.~~

~~F-7~~CONSOLIDATED STATEMENTS OF OPERATIONS

~~Use~~(In ofdollars, ~~estimates~~except inshare ~~the~~and ~~preparation~~per ofshare ~~consolidated financial statements~~data)

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.

	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

~~Cash~~The ~~and~~accompanying ~~cash~~notes ~~equivalents,~~are ~~and~~an ~~Restricted~~integral ~~cash~~part of these consolidated financial statements.

~~Cash equivalents are short~~F-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. 6

~~Earnings~~SIPUP ~~per~~CORPORATION ~~Share~~INC.

~~The~~STATEMENTS ~~Company~~OF ~~computes net loss~~STOCKHOLDERS’ 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.DEFICIT

~~Income~~(In ~~Taxes~~dollars, except share and per share data)

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.

	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	)

~~Stock~~The ~~based~~accompanying ~~compensation~~notes are an integral part of these consolidated financial statements.

~~The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation~~ F- 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.7

~~Equity~~SIPUP ~~instruments~~CORPORATION ~~granted to non-employees are accounted for in accordance with ASC 505, Equity~~INC. 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.

~~F-8~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Fair~~(In ~~Value of Financial Instruments~~dollars)

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

	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 ~~following~~accompanying notes are ~~the~~an ~~hierarchical levels~~integral part of these ~~inputs~~consolidated tofinancial ~~measure fair value:~~statements.

F- ~~Level 1: Quoted prices in active markets for identical instruments.~~8

-SIPUP ~~Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);~~CORPORATION

-NOTES ~~Level~~TO 3:CONSOLIDATED ~~Significant~~FINANCIAL ~~unobservable inputs (including assumptions in determining the fair value of certain investments).~~STATEMENTS

NOTE 31 – ~~LOAN~~NATURE ~~FROM~~OF ~~STOCKHOLDER~~BUSINESS AND BASIS OF PRESENTATION

	As of year ended,
	November 30, 2020		November 30, 2019
Loan from shareholder (*)	$	158,862	$	147,495
Loan from related party (**)		14,020		14,020
	$	172,882	$	161,515

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 ~~loan~~Share Exchange Agreement is ~~unsecured~~referred to herein collectively as the “Share Exchange Agreement” or the “Agreement”.The Share Exchange Agreement closed on September 30, ~~bears~~2021. ~~annual~~At 2the 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 1.5600 per share, of VeganNation, constituting 100% ~~interest~~of the issued and ~~has~~outstanding noshares ~~repayment~~of ~~term.~~VeganNation, ~~This~~resulting ~~loan~~in isVeganNation becoming ~~repayable~~a onwholly-owned ~~demand~~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”) ~~The~~with ~~loan~~VeganNation isand ~~unsecured~~the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as of September 30, ~~bears~~2021 noamongst ~~interest~~the parties the Share Exchange Agreemen) was terminated and ~~has~~rescinded noin ~~repayment~~its ~~term~~entirety. ~~This~~Accordingly, each ~~loan~~of isthe ~~repayable~~parties onwas ~~demand~~restored to the respective positions they occupied immediately prior to the execution and delivery of the Exchange Agreement.

~~NOTE~~As 4a –results ~~STOCKHOLDERS’~~of ~~DEFICIT~~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.

~~Common~~On January ~~stock~~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.

~~During~~Under the ~~March~~Development ~~2019~~Contract, the Company ~~issued~~ ~~Adi~~agreed ~~Zim~~to ~~Holdings~~pay ~~Ltd.~~Kober (~~“Adi”~~i) ~~644~~upfront fee of Euro 100,000, ~~restricted~~(ii) ~~shares~~a monthly management fee in the amount of Euro 27,500, which is payable after the ~~Company’s~~acquisition ~~common~~by ~~stock~~the inSpv ~~consideration~~of ~~for~~a ~~remittance~~ minimum of ~~$100~~500mw, (iii) Euro 6,000 for ~~purposes~~each mw Spv’s rights owned by the Company, subject to the progress of ~~paying~~the projects’ approvals and permits (iv) issuance of 19.9% of the outstanding shares of common stock of the Company ~~obligation~~$0.001 par value to ~~third~~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.

~~During~~Further to ~~April~~the ~~2019,~~Development ~~the~~Contract ~~Company and~~discussed ~~Rosario~~above, ~~Capital~~On ~~Ltd.~~March ~~(“Rosario”)~~27, ~~have~~2023, Sipup Corporation entered into ~~additional~~an ~~service~~ agreement with Kober, pursuant to which Kober ~~Rosario~~assigned ~~is providing~~ to the Company’s ~~certain~~Kober’s ~~financial~~rights ~~advisory~~under a certain sale and ~~other~~purchase ~~services.~~agreements In(collectively, ~~consideration~~the of“Agreements”) between ~~any~~Kober and ~~all~~three ~~Rosario's~~affiliated ~~Services,~~companies duly registered and operating under the ~~Company~~Romanian ~~has~~laws ~~issued~~(collectively, “Sellers”). toThe ~~Rosario~~Sellers ~~900,000~~own ~~restricted~~and ~~shares~~control an aggregate of ~~common~~approximately ~~stock~~2.0 ~~The~~Mega ~~service~~Watt ~~agreement~~(MW) ~~will~~green beenergy ~~terminated~~projects onconsisting ~~December~~of 31integrated and operational assembly of solar photovoltaic in working and operational status, ~~2020.~~mounting, ~~The~~assemblies, ~~fair~~inverters, ~~value~~converters, ~~of the~~metering, ~~restricted~~lighting ~~shares~~fixtures, transformers, asballasts, ofdisconnects, ~~the~~combiners, ~~date~~switches, ofwiring ~~issuance~~devices ~~was~~and ~~$144~~wiring,~~000~~ ~~using~~and ~~the~~all ~~share~~other ~~price~~material onfor ~~the~~producing ~~day~~and ofdelivering green ~~issuance~~energy. ~~During~~Under the ~~year~~Agreements, ~~ended~~the ~~November 30,~~Sellers ~~2020~~sold ~~the~~to ~~Company~~Kober ~~recorded~~all ~~$86,400~~of asthe ~~professional~~operating ~~fees~~assets of these projects.

~~F-9~~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.

~~NOTE~~The 5Company –intends ~~INCOME~~to ~~TAXES~~develop the projects, subject to raising the required capital of which no assurance can be provided that the Company will be successful.

~~a. Provision for income taxes~~F-9

NoGoing ~~provision for income taxes was required for the year ended November 30, 2020 and 2019 due to net losses in these periods.~~concern

b.The accompanying financial Instatements ~~accordance~~have ~~with~~been ~~ASC~~prepared ~~740-10~~assuming that the Company will continue as a going concern, which contemplates the ~~components~~realization of ~~deferred~~assets and ~~income~~the ~~taxes~~liquidation ~~are~~of asliabilities ~~follows:~~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.

	As of November 30,
	2020			2019
Net operating losses carryforwards	$	60,251		$	45,002
Less valuation allowance		(60,251	)		(45,002	)
Net deferred tax assets	$	-		$	-

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.

~~The~~These ~~Company~~factors, ~~provided~~among ~~a valuation~~others, ~~allowance~~raise ~~equal~~substantial todoubt about the ~~deferred~~Company’s ~~income~~ability ~~tax~~to ~~assets~~continue ~~for~~as ~~period~~a ~~ended~~going ~~November~~concern. ~~30,~~The ~~2020~~accompanying ~~because it~~financial isstatements do not include ~~presently~~any ~~known~~adjustments ~~whether~~that ~~future~~might ~~taxable~~result ~~income~~from ~~will~~the beoutcome ~~sufficient~~of tothis ~~utilize the loss carryforwards~~uncertainty.

AsNOTE of2 ~~November 30,~~– ~~2020,~~SUMMARY ~~the~~OF ~~Company~~SIGNIFICANT ~~had approximately $286,910 in tax loss carryforwards that can be utilized future periods to reduce taxable~~ACCOUNTING ~~income and expire by the year 2038.~~POLICIES

The ~~Company~~financial ~~did not identify~~statements ~~any~~were ~~material~~prepared ~~uncertain~~in ~~tax~~accordance ~~positions.~~with ~~The~~accounting ~~Company~~principles ~~did~~generally ~~not~~accepted ~~recognize~~in ~~any~~the ~~interest~~United orStates ~~penalties for unrecognized tax benefits. The federal income tax returns~~ of ~~the~~America ~~Company~~(US ~~are subject to examination by the IRS, generally for three years after they are filed~~GAAP).

~~NOTE~~Basis 6of ~~– RELATED PARTY TRANSACTION~~Presentation

The ~~following~~Company ~~transactions~~maintains its ~~were~~accounting ~~carried~~records ~~out~~on an accrual basis in accordance with ~~related~~generally ~~parties:~~accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars.

	As of November 30,
	2020		2019
General and administrative expenses	$	86,400	$	43,200
Interest on shareholder’s loan		11,367		6,090

Use of estimates in the preparation of consolidated financial statements

~~For~~The ~~additional~~preparation ~~information~~of ~~please~~financial statements ~~refer~~in conformity with US GAAP requires management to ~~Note~~make estimates and assumptions that affect the reported amounts of assets 3and 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.

~~F-10~~Cash and cash equivalents, and Restricted cash

~~NOTE~~Cash 7equivalents –are ~~SUBSEQUENT~~short-term highly ~~EVENTS~~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.

~~(i)~~Earnings 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 repaybale upon the earlier of December 15, 2021 and 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, and upon (and subject to) the conversion of the Note. During the three months ended February 28, 2021 the Company received $45,000 out of $50,000.~~Share

~~(ii)~~The OnCompany ~~April~~computes ~~25, 2021, the~~net ~~Company~~loss ~~entered~~per ~~into~~share ain ~~Stock~~accordance ~~Exchange Agreement~~ with ~~VeganNation~~ASC ~~Services Ltd.~~260, a“Earnings ~~company~~Per ~~formed~~Share” ~~under~~ASC ~~the~~260 ~~laws~~requires presentation of ~~the~~both ~~State~~basic ofand ~~Israel~~diluted earnings per share (“~~VeganNation~~EPS”) ~~and~~on the ~~shareholders~~face of ~~VeganNation~~the ~~pursuant~~income tostatement. ~~which~~Basic ~~VeganNation~~EPS ~~would~~is ~~become~~calculated aby ~~wholly~~dividing ~~owned~~the ~~subsidiary~~profit ofor loss attributable to common shareholders of the Company, ~~and~~by the ~~shareholders~~weighted average number of ~~VeganNation~~common ~~would~~shares ~~receive~~outstanding anduring ~~aggregate~~the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of ~~23,562,240~~common shares outstanding for the effects of all potential dilutive common ~~stock~~shares, ofwhich ~~the~~comprise ~~Company~~options granted to employees. ~~The~~As ~~transaction is~~November ~~subject~~30, to2020, ~~customary~~the ~~closing~~Company ~~conditions~~had no potentially dilutive shares.

~~VeganNation~~Income 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.Taxes

InIncome ~~connection~~taxes are accounted for in accordance with ~~the~~ASC ~~proposed transaction~~Topic 740, “Income Taxes.” Under the ~~VeganNation~~asset ~~stockholders~~and liability method, deferred tax assets and liabilities are ~~expected~~recognized tofor ~~receive~~the ~~comon~~future ~~stock~~consequences of ~~Sipup~~differences ~~that~~between ~~will~~the befinancial ~~equal~~statement tocarrying ~~approximately~~amounts ~~50%~~ of ~~the~~existing assets and liabilities ~~issued~~and their respective tax bases (temporary differences). Deferred tax assets and ~~outstanding~~liabilities ~~common~~are ~~stock~~measured ofusing ~~the~~tax ~~Company~~rates atexpected ~~the~~to ~~closing~~apply to oftaxable income in the ~~proposed~~years ~~merger,~~in onwhich athose ~~fully~~temporary ~~diluted~~differences ~~basis~~are recovered or settled. ~~Following~~Valuation ~~the~~allowances ~~closing~~for deferred tax assets ofare ~~the~~established ~~proposed~~when ~~merger,~~it ~~VeganNation~~is ~~will~~more ~~effect~~likely athan ~~change~~not inthat ~~the~~some ~~Company’s~~portion ~~Board~~or all of ~~Directors~~the ~~and~~deferred ~~management~~tax assets will not be realized.

~~F-11~~Stock based compensation

~~EXHIBIT~~The ~~INDEX~~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.

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 Executive 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		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

F-10

16Equity 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.

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, 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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