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





Forward-Looking Statements

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





Overview

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

The Company plans to enter into emerging technology businesses.

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

On April 25, 2021, the Company entered into a Stock Exchange Agreement with VeganNation Services Ltd., a company formed under the laws of the State of Israel ("VeganNation") and the shareholders of VeganNation pursuant to which VeganNation would become a wholly owned subsidiary of the Company, and the shareholders of VeganNation would receive an aggregate of 23,562,240 shares of common stock of the Company. The transaction is subject to customary closing conditions.

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

In connection with the proposed transaction, the VeganNation stockholders are expected to receive common 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.

In addition, on December 28, 2020, the Company disclosed on a current report on Form 8-K that VeganNation previously entered into a non-binding Letter of Intent (the "LOI") to acquire a vegan industry company located in the United States (the "Target") and that VeganNation had assigned the LOI to the Company. As disclosed by the Company in its Current Report on Form 8-K filed on April 26, 2021, the Company and Target have terminated all discussions relating to the acquisition of the Target.





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

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

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

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

Liquidity and Capital Resources

As of May 31, 2021, the company had $0 as cash at banks, restricted cash in escrow of $1,231,511 and other asset of $47,958. Our liabilities were $1,462,318, consisting primarily of Accounts payable and accrued expenses of $98,618, Loans of $177,539, convertible note of $34,693 and a warranty to our shareholders of $1,151,522. As of November 30, 2020, the company had $Nil cash and our liabilities were $261,082, consisting primarily of Accounts payable and accrued expenses of $88,200 and Loans payable of $172,882. The available capital reserves of the Company are not sufficient for the Company to remain operational.

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

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be inadequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. We intend to finance expenses we incur with further issuances of securities, and debt issuances, no assurance can be provided that we will be able to raise funds on commercially acceptable terms or at all.

We anticipate that our current cash and cash equivalents will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain those funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.





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

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

Off-Balance Sheet Arrangements





None.



Contingencies



None.

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