UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





|[X]   | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----- | ------------------------------------------------------------------------------
|      |                                                                               
|      | For the fiscal year ended February 28, 2011                                   
|      |                                                                               
|[   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT    
|      |                                                                               
|      | For the transition period from _________ to ________                          
|      |                                                                               
|      | Commission file number: 333-149921                                            



|Tupper,
    Inc.                                                      
|----------------------------------------------------------------------
|(Exact name of registrant as specified in its charter)                
|Nevada                                                                
|(State or other jurisdiction of incorporation or organization)        
|560 Lexington Ave, 16th Floor,
NY, NY                                 
|(Address of principal executive offices)                              
|Registrant’s telephone number: 001-63-0915-371-1115                   
|Securities registered under Section 12(b) of
        the Exchange Act:
|Title of each class                                                   
|none                                                                  
|Securities registered under Section 12(g) of
        the Exchange Act:
|Title of class                                                        
|none                                                                  
|                                                                      



Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]



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 [X] No [ ]



Check whether the Issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 [X]



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 (§ 229.405 of this chapter) during the preceeding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]



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. Yes [X] No [ ]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



Large accelerated filer [ ] Accelerated
filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]



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



State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter. Not available



Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date. 2,150,000 as of May 24, 2011.








Table of Contents


TABLE OF CONTENTS





|            |                                                                                                                 | Page
|----------- | --------------------------------------------------------------------------------------------------------------- | ----
|PART I     
|Item 1.     | Business                                                                                                        | 3   
|Item 1A.    | Risk Factors                                                                                                    | 7   
|Item 1B.    | Unresolved Staff Comments                                                                                       | 7   
|Item 2.     | Properties                                                                                                      | 7   
|Item 3.     | Legal Proceedings                                                                                               | 7   
|Item 4.     | Removed and Reserved                                                                                            | 7   
|PART II    
|Item 5.     | Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 8   
|Item 6.     | Selected Financial Data                                                                                         | 9   
|Item 7.     | Management’s Discussion and Analysis of Financial Condition and Results of Operations                           | 9   
|Item 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                      | 11  
|Item 8.     | Financial Statements and Supplementary Data                                                                     | 11  
|Item 9.     | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                            | 11  
|Item 9A(T). | Controls and Procedures                                                                                         | 11  
|Item 9B.    | Other Information                                                                                               | 13  
|PART III   
|Item 10.    | Directors, Executive Officers and Corporate Governance                                                          | 13  
|Item 11.    | Executive Compensation                                                                                          | 15  
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  | 17  
|Item 13.    | Certain Relationships and Related Transactions, and Director Independence                                       | 17  
|Item 14.    | Principal Accountant Fees and Services                                                                          | 18  



|PART IV 
|--------
|Item 15.





2


Table of Contents


PART I

Item 1. Business

Company Overview

We are engaged in the business of developing, manufacturing, and
selling pig watering troughs produced specifically for pig farmers in the Philippines and other Asian countries (our "Product").
Such a product will allow pig farmers to effectively and easily distribute a sufficient water supply to their pigs while greatly
reducing the amount of water wasted and the spread of disease that can result from other watering troughs presently in use in
Asia. We are currently in the process of designing and developing our Product, and we are continually refining this design through
experiments, testing the Product’s adaptability and accessibility in relationship to different sizes and ages of pigs. When
we are satisfied that our Product will compete effectively in the Pig Farming Industry by being the most practical and efficient
pig watering trough, we will begin the manufacture and distribution of the Product to pig farmers in the Philippines.



We are a development stage company and have not generated any sales
to date. Our product is still in the development stage and is not yet ready for commercial sale. Since our inception, we have been
attempting to raise money to complete our Product, but have not been able to secure the funds necessary to do so. The lack of funds
and the present economy have prevented that from happening. As we have been unable to raise the capital necessary to develop and
market our Product, we have recently been engaged in a search for other business opportunities which may benefit our shareholders
and allow us to raise capital and operate. Recent negotiations with what we believe is a more viable business opportunity leads
us to believe that we will be revising our business plan and focus over the next quarter. If this opportunity does not develop,
however, we will continue to both seek new opportunities and look for capital to develop our Product.



Water Waste and Disease at the Watering Trough



Water waste and disease each have short- and long-term negative
impacts on pig farmers’ profits. One of the main sources of both of these problems is the watering trough commonly employed
by pig farmers. Typical pig watering troughs waste excessive amounts of water and spread disease due to inadequacies inherent in
their design. Many common troughs are not easily accessible to all sizes and ages of pigs, leaving some dehydrated and in a condition
that can, in turn, make the animal vulnerable to disease. Examples of illnesses that arise in a herd where there is a poor water
supply or sows have a restricted water intake are Cystitis, inflammation of the bladder, Pyelonephritis, and inflammation of the
kidney. These diseases are often concurrent and are an important cause of mortality in all ages of dry sows. Water waste and uneven
distribution, over time, cost pig farmers a significant amount of money.

Water is the nutrient that swine require in largest quantity,
but compared to the other nutrients supplied by feed, it is the most frequently misunderstood and mismanaged. Pigs drink more than
twice as much as they eat.Without water, no metabolic and physiological processes within the body can occur.Water
makes up over 98% of all molecules in the body and is necessary for regulation of body temperature, growth, reproduction, lactation,
digestion, lubrication of joints, eyesight, and as a cleansing agent. Limiting water intake can depress animal performance more
quickly and drastically than any other nutrient deficiency. At any time, if adequate water is not provided to the pig, feed intake
and subsequent growth performance will be reduced, and hearing and sight can be impaired. Insufficient water consumption of a lactating
sow will not only limit feed intake but also milk yield, since milk consists of 80% water. Ultimately, the reduction in milk yield
will slow growth and development of the suckling pig. Domesticated animals can live about 60 days without food, but only seven
days without water.
Water intake varies greatly between pigs, and unrestricted access to clean and fresh water at all times has a significant positive
impact on the health of all pigs. One drinking point for every ten pigs and at least two troughs per pen is recommended to help
maintain adequate distribution in pig farming. Water requirements are influenced by several factors, including rate of weight gain,
pregnancy, lactation, activity, type of diet, feed intake, and environmental temperature. Daily drinking water usage over time
can be used as a predictor of swine health. Water supplies are also an important and effective means for administering medication.
The table below illustrates the amount of water needed for pigs of variant sizes and conditions. The term "gilt" refers
to a young female. Swine are considered growing pigs at 40-125 pounds, finishing pigs at 125 pounds, and market weight usually
at about 230 pounds.



3


Table of Contents


Water Intake for Various Classes of Swine:

|Class of Pig      | Gallons per Day
|----------------- | ---------------
|25 lb Pig         | 0.5            
|60 lb Pig         | 1.5            
|100 lb Pig        | 1.75           
|200 lb Pig        | 2.5            
|Gestating Sows    | 4.5            
|Sow Plus Litter   | 6.0            
|Nonpregnant Gilts | 3.2            
|Pregnant Gilts    | 5.5            



Many on-farm observations have found that increasing water flow
rates will increase the pigs' willingness to drink. Low flow rates mean that they have to spend longer at the drinker, and in these
cases the pigs rarely drink their fill. They lose interest or, they are pushed away by other pen mates. Providing the correct flow
rate at all times will optimize intake levels and encourage pigs to drink more readily.

The communal watering feature in
the design of most troughs also facilitates the spread of disease and requires frequent monitoring and sterilization. The typical
trough is designed whereby all of the pigs in a trough’s vicinity drink from the same pool of often stagnant water in that
trough. Therefore, the watering trough often acts as an agent to spread diseases through the herd.Stale water can also
cause reduced water consumption. Even when clean water is available, animals may continue to consume dirty water if it is available.
Dirty water is a host for disease organisms, and disease can spread rapidly if animals drink from the
same trough. Disease is a permanent source of anxiety for pig farmers, costing considerable money and detracting from profits in
costs associated with diagnosis, treatment, and medication. Pig farmers sustain greater losses from animals too diseased to be
treated or sent to slaughter.

Pig Farming Industry in Asia

Asia is home to more than half a billion pigs that provide
food security and livelihoods to the majority of its rural population. The demands for and domestic supply of pig meat have been
increasing steadily as a result of rising incomes, increasing human population, domestic market liberalization, increasing demand
for livestock food products and urbanization. Given the rising income and rapid urbanization that the region has been experiencing
during the past decade, consumption patterns have also shifted toward more protein-based diets, specifically animal-source diets.
Pig meat has traditionally been the most preferred meat in diets in South East Asia, and recent major outbreaks of Avian Influenza
have induced a migration from poultry meat to pig meat. This, plus the relatively high population growth rates in Asia, as compared
with the rest of the world, will engender higher demand for pig meat in the coming years. Even in countries not normally associated
with pig production, such as India, pig meat consumption is increasing and has traditionally provided a source of meat and livelihoods
to many millions of people in tribal communities. Recent trends in demand for quality and food safety are also shaping the way
the food supply chain is reorganizing to accommodate these market requirements.

4


Table of Contents


Pigs in Asia are often raised on small farms along with other
small stock such as poultry and goats and with large stock, like buffalo and cattle, raised by households in mixed crop-livestock
systems. Livestock are an important source of cash to meet household consumption needs due to the seasonal nature of crop production.
What is considered a "small farm" in Asia varies from one country to another. In Taiwan, a pig farm with 2000 animals
is considered a small one, while in the Philippines and Thailand small-scale raisers typically have 10-20 pigs. In Japan, Korea,
and Taiwan there has been a trend toward fewer livestock farms with larger numbers of animals to realize economies of scale. In
Japan, the average number of animals kept by a farm in 1992 was 25.7 times that of 1970.



There are efforts being made in Asia to improve the competitiveness
of small-scale pig producers in the context of changing demand for pig meat. Some of the organizations involved in these efforts
include the Food and Agriculture Organization of the United Nations (“FAO”), the Pro-Poor Livestock Policy Initiative
(“PPLPI”), the Australian Center for International Agricultural Research (“ACIAR”), and the Africa-based
International Livestock Research Institute (“ILRI”). The endeavors of these groups include, among others, an investigation
of viable institutional arrangements that will enable small-scale pig farmers to become active participants in the emerging supply
chain for pigs and pig meat that are increasingly driven by consumer preferences for quality (lean meat) and safety (hygienic,
chemical free), as well as niche markets for traditional quality attributes that are priced at a premium by high-income, urban
consumers, including special export markets, e.g., organically raised, local breed pigs.



Chinese Radio International reported in February 2008 that Chinese
Premier Wen Jiabao has called for measures to boost pig farming because short supply has led to continued pork price hikes, causing
concerns among consumers and the government over a possible spillover effect on inflation. Wen urged local governments to leave
no stone unturned in enhancing the enthusiasm of pig breeders, and said it's of great importance to increase pig production, which
would help stabilize the pork price and satisfy the meat demand of the public. He called on local governments to deliver the subsidies
for breeding female pigs to farmers arranged by the central budget “as soon as possible.” In order to beef up disease
control, Wen said immunization against major pig epidemics shall be provided to farmers free of charges, and that subsidies shall
be offered to farmers if their pigs have to be slaughtered for disease control. The premier said local administrative chiefs shall
be held responsible for pork supply in their areas, and that all unreasonable restrictions on pig farming shall be abolished.

Our Product

The rising demand for pig meat in Asia in conjunction with
mounting efforts and economic incentives to enable pig farmers to meet this demand have resulted in what we anticipate will be
a highly receptive potential market for our Product. Reliable and effective watering troughs are essential on pig farms of all
sizes.

We are in the process of developing a pig watering trough specifically
for pig farmers in the Philippines and other Asian countries. Our Product is designed so that as the pig puts its head into the
trough(A), the nose of the pig will encounter a lever(B) that will open a switch(C) to allow the
water pressure seal(D) to be broken and water to flow into the sink. This allows each pig to drink as much water as
needed with minimal waste. Since each pig is drinking individually instead of from a communal and stagnant pool of water, there
is also a great reduction in the spread of disease. The device is simple and sturdy, requiring less labor in maintenance and cleaning
than other troughs. It is also easy and safe for the animal to use. We are in the process of refining the design for our Product,
which will be integral to its success. We are designing and developing our Product by conducting experiments to improve on quality
and cost. These experiments include testing the Product’s flow rate and water pressure features, as well as its adaptability
and accessibility in relationship to different sizes and ages of pigs. We are searching for the lowest priced components available
in the market in our efforts to reduce cost. We are researching the benefits of adding more components to further improve our Product.
We are also improving our Product's essential qualities, such as its water-saving value and disease-inhibiting structure. Refining
these qualities will ensure that our Product is practicable, affordable, and safe for the animal to use.

5


Table of Contents






Competition

We compete with a number of established manufacturers, importers,
and distributors who sell watering troughs to pig farmers in Asia. These companies enjoy brand recognition which exceeds that
of our brand name. We compete with several manufacturers, importers, and distributors who have significantly greater financial,
distribution, advertising, and marketing resources than we do, including:



- Fisher Alvin: They sell a stainless steel bowl drinker for piglets up to 35kg and claim
that it “actively reduces water waste and slurry.” The water pool is to the side of the valve to reduce unnecessary
waste. They also sell a cast iron drinker with a stainless steel lid that is made to be more resilient to sows and boars. Their
drinking bowl of heavy gauge steel is galvanized after manufacture and finished with no sharp edges or corners to protect the animals.
- BSM Agri Ltd.: Their pig trough is made from durable 304 series, 14 gauge stainless steel,
and they assert it will last much longer than concrete troughs, which can get pitted and wear down. This trough is marketed as
easy to install, lightweight, and can be cleaned by installing a drain at the end of each row. To automate the watering process
and increase the reliability of watering systems, pig farmers can install a water distribution
controller as well.
- Ascott: They sell a Galvanized Pig Wallowing Trough that is 2440 x 760 x 220 mm deep complete
with loose service box.
- Booth: The T/L range of troughs is their most commonly used drinking trough which can be
tailored to suit each individual situation. As standard, all troughs measure 450mm (1.6") wide x 325mm (1'1") deep available
in either 2.4m (8'), 2.0m (6') or 1.3m (4') lengths. Dividing bars can be added to prevent pigs wallowing in the trough if required.
Their range of adult and weaner revolving water troughs are developed for areas of production where the supply of clean water to
pigs is imperative. The ability to rotate the trough simply and easily means the operation is completed with the frequency required.

We compete primarily on the basis of quality, brand name recognition,
and price. We believe that our success will depend upon our ability to remain competitive in our product areas. The failure to
compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a
material adverse effect on our business.

Regulatory Matters

We are unaware of and do not anticipate having to expend significant
resources to comply with any governmental regulations of the pig farming industry in Asia. We are subject to the laws and regulations
of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business
licensing requirements, income taxes and payroll taxes. In general, the development, manufacture, and sale of our Product in Asia
is not subject to special regulatory and/or supervisory requirements.

Employees

We have no other employees other than our officers and directors.
Our President oversees all responsibilities in the areas of corporate administration, business development, and research. We intend
to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business
focus. Our current management team is highly skilled in technical areas such as researching and developing our product, but not
skilled in areas such as marketing our product and business management. Obtaining the assistance of individuals with and in-depth
knowledge of operations and markets will allow us to build market share more effectively. We intend on employing sales representatives
in the Philippines when our product is ready for production and shipping and in various provinces of China and other Asian countries
when we are ready to expand internationally.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses
associated with environmental laws.

Item
1A. Risk Factors.



A smaller reporting company is not required to provide the information
required by this Item.



Item
1B. Unresolved Staff Comments



A smaller reporting company is not required to provide the information
required by this Item.



Item
2. Properties



Our principal executive offices are located at 560 Lexington Ave,
16th Floor, NY, NY 10022



Item 3. Legal Proceedings



We are not a party to any pending legal proceeding. We are not aware
of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting
securities are adverse to us or have a material interest adverse to us.



Item 4. Removed and Reserved

7


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PART II



Item 5. Market for Registrant’s
Common Equity and Related Stockholder Mattersand Issuer Purchases of Equity Securities



Market Information



Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”),
which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a
computer network that provides information on current "bids" and "asks", as well as volume information. Our
shares are quoted on the OTCBB under the symbol “TPPR.”



The following table sets forth the range of high and low bid quotations
for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|Fiscal Year Ending February 28, 2011
|------------------------------------
|Quarter Ended                       
|February 28, 2011                   
|November 30, 2010                   
|August 31, 2010                     
|May 31, 2010                        





|Fiscal Year Ending February 28, 2010
|------------------------------------
|Quarter Ended                       
|February 28, 2010                   
|November 30, 2009                   
|August 31, 2009                     
|May 31, 2009                        



Penny Stock



The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than
$5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance
of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other
information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.



The broker-dealer also must provide, prior to effecting any transaction
in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer
and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value
of each penny stock held in the customer's account.

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Table of Contents


In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure
statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability
statement.



These disclosure requirements may have the effect of reducing the
trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.



Dividends



There are no restrictions in our articles of
incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring
dividends where after giving effect to the distribution of the dividend:



1.we would not be able to pay our debts as they become due in the usual course of business, or;

2.our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to those receiving the distribution.



We have not declared any dividends and we do
not plan to declare any dividends in the foreseeable future.



Securities Authorized for Issuance under Equity Compensation
Plans



We do not have any equity compensation plans.



Item 6. Selected Financial Data



A smaller reporting company is not required to provide the information
required by this Item.



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



Forward-Looking Statements



Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of
complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could
have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally
accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

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Overview



We are engaged in the business of developing, manufacturing, and
selling pig watering troughs produced specifically for pig farmers in the Philippines and other Asian countries (our "Product").
Such a product will allow pig farmers to effectively and easily distribute a sufficient water supply to their pigs while greatly
reducing the amount of water wasted and the spread of disease that can result from other watering troughs presently in use in Asia.
We are currently in the process of designing and developing our Product, and we are continually refining this design through experiments,
testing the Product’s adaptability and accessibility in relationship to different sizes and ages of pigs. When we are satisfied
that our Product will compete effectively in the Pig Farming Industry by being the most practical and efficient pig watering trough,
we will begin the manufacture and distribution of the Product to pig farmers in the Philippines.



We are a development stage company and have not generated any sales
to date. Our product is still in the development stage and is not yet ready for commercial sale. Since our inception, we have been
attempting to raise money to complete our Product, but have not been able to secure the funds necessary to do so. The lack of funds
and the present economy have prevented that from happening. As we have been unable to raise the capital necessary to develop and
market our Product, we have recently been engaged in a search for other business opportunities which may benefit our shareholders
and allow us to raise capital and operate. Recent negotiations with what we believe is a more viable business opportunity leads
us to believe that we will be revising our business plan and focus over the next quarter. If this opportunity does not develop,
however, we will continue to both seek new opportunities and look for capital to develop our Product.



Results of Operations for the Years Ended February 28, 2011 and
February 28, 2010 and Period from January 31, 2008 (Date of Inception) until February 28, 2011



We generated no revenue for the period from January 31, 2008 (Date
of Inception) until February 28, 2011. Our Operating Expenses were $74,450 for the year ended February 28, 2011, as compared with
$17,063 for the year ended February 28, 2010, and $140,513 for the period from January 31, 2008 (Date of Inception) to February
28, 2011. For each period mentioned, our Operating Expenses consisting entirely of Professional Fees. We, therefore, recorded a
net loss of $74,450 for the year ended February 28, 2011, as compared with $17,063 for the year ended February 28, 2010, and $140,513
for the period from January 31, 2008 (Date of Inception) until February 28, 2011.



We anticipate our operating expenses will increase as we undertake
our plan of operations. The increase will be attributable to the continued development of our Product and the professional fees
associated with our becoming a reporting company under the Securities Exchange Act of 1934.



Liquidity and Capital Resources



As of February 28, 2011, we had no assets and $97,513 in current
liabilities. Thus, we have working capital deficit of $97,513 as of February 28, 2011.



Operating activities used $70,700 in cash for the period from January
31, 2008 (Date of Inception) until February 28, 2011. Our net loss of $140,513, offset by an increase in accrued expenses of $69,813
was the basis of our negative operating cash flow. Financing activities during the period from January 31, 2008 (Date of Inception)
until February 28, 2011 generated $70,700 in cash during the period as a result of $43,000 in the sale of our common stock, and
$27,700 in related party loans.



As of February 28, 2011, we have insufficient cash to operate our
business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our
business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through
debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other
cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds
at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

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Off Balance Sheet Arrangements



As of February 28, 2011, there were no off balance sheet arrangements.



Going Concern



We have negative working capital and have not yet received revenues
from sales of products. These factors have caused our accountants to express substantial doubt about our ability to continue as
a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as
a going concern.



Our ability to continue as a going concern is dependent on our generating
cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s
plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations;
however, there can be no assurance we will be successful in these efforts.



Item 7A. Quantitative and Qualitative Disclosures About Market
Risk



A smaller reporting company is not required to provide the information
required by this Item.



Item 8. Financial Statements and Supplementary Data



See the financial statements annexed to this annual report.



Item 9. Changes
In and Disagreements with Accountants on Accounting and Financial Disclosure



No events occurred requiring disclosure under Item 307 and 308 of
Regulation S-K during the fiscal year ending February 28, 2011.



Item 9A(T). Controls and Procedures



Disclosure Controls and Procedures



As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual
report on Form 10-K. Based on this evaluation, our sole chief executive officer and principal financial officer concluded that
as of November 30, 2010, these disclosure controls and procedures were not effective to ensure that the information required to
be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s
principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.



The conclusion that our disclosure controls and procedures
were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below
under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates
that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends
to remediate the material weaknesses as set out below.

11


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Management’s Report on Internal Control Over Financial
Reporting



Our company’s management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assurance,
not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial
reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles
in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.



Our Management, including our principal executive officer
and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting
as of February 28, 2011 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation
of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.
Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at February
28, 2011 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both United States generally accepted accounting principles
and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not
be effective until the material weaknesses are remediated.



Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have
not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following
changes during our fiscal year ending February 28, 2012, subject to obtaining additional financing: (i) appoint additional qualified
personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies
and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our company
securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be adversely effected in a material manner.



This annual report does not include an attestation report
of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control
over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.



Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake.

12


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Changes in Internal Control Over Financial Reporting.



There were no changes in the Company’s internal control
over financial reporting during the quarter ended February 28, 2011 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.



Item 9B.
Other Information



None

PART III



Item 10. Directors, Executive Officers and
Corporate Governance



Our executive officer and director and his age as of February 28,
2011 is as follows:



|Name       | Age | Position Held with the Company                                                                                                                                   
|---------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gil Sacher | 43  | President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director



Set forth below is a brief description of the background and business
experience of our executive officer and Directors.



Mr. Sacher is President of The Broadsmoore Group, LLC. Prior to
joining The Broadsmoore Group, Gil was a Managing Director at NewOak Capital, heading the Firm’s high net worth and Family
Office coverage. Gil has more than 22 years of Wall Street experience. He spent 15 years at Lehman Brothers in the Investment Management
Division. In his most recent role at Lehman Brothers, Gil headed a desk focused on the internal distribution of private equity,
asset management and absolute return strategy products. Prior to that, he was part of the New York Sales Management Team, where
he co-managed a high-net worth sales force of 130 advisors with north of $550 million in annual revenues. Gil transitioned into
management after building a successful private client business. Gil began his career at Shearson Lehman, initially as a research
analyst in their Municipal Valued Investment Portfolio Program Group and then as a Floor Trader on the New York Stock Exchange.
After Shearson Lehman and prior to Business School, Gil spent a total of 5 years with PaineWebber, in the Firm’s Municipal
Research, Sales & Trading and Public Finance groups. Mr. Sacher holds Series 7, 63/65 (66), 79 and 9/10 licenses from FINRA,
formerly the Nat’l Association of Securities Dealers (NASD). Mr. Sacher received a Bachelors of Science in Finance and International
Business from New York University in 1989 and an MBA from Columbia University's Business School in 1995.



Term of Office



Our directors are appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by the board.



Significant Employees



We do not currently have any significant employees aside from Gil
Sacher.

13


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Involvement in Certain Legal Proceedings



To the best of our knowledge, during the past ten years, none of
the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities
or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees of the Board

Our company currently does not have nominating, compensation
or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or
audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the board of directors.

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given
the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations
develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees
to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors
will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President and director, Ms. Zandra Grace Hernandez, at the
address appearing on the first page of this annual report.



Code of Ethics



As of February 28, 2011, we had not adopted a Code of Ethics for
Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions.

14


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Item 11. Executive Compensation

Summary Compensation Table



The table below summarizes all compensation awarded to, earned by,
or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended
February 28, 2011 and 2010.





|
|















|SUMMARY COMPENSATION TABLE                                                                                                                                                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and principal position                                                                                                                                                                        
|Gil Sacher
        President, Chief Executive Officer, Principal Executive Officer,
        Chief Financial Officer, Principal Financial Officer,
        Principal Accounting Officer and Director
|Zandra Grace Hernandez  Former President, Chief Executive Officer, Principal Executive                                                                                                             







15


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Narrative Disclosure to the Summary Compensation
Table



We have not entered into any employment agreement or consulting
agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits
for executive officers.



Although we do not currently compensate our officers, we reserve
the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of
our cash resources with respect to the need for cash to further our business purposes.



Outstanding Equity Awards at Fiscal Year-End



The table below summarizes all unexercised
options, stock that has not vested, and equity incentive plan awards for each named executive officer as of February 28, 2011.





|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|--------------------------------------------
|OPTION AWARDS                               
|Name                                        
|Gil Sacher                                  
|Zandra Grace Hernandez                      





Stock Option Grants



We have not granted any stock options to the
executive officers or directors since our inception.



Director Compensation



We do not pay any compensation to our directors at this time. However,
we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.



We have not reimbursed our directors for expenses incurred in connection
with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director
in the year ended February 28, 2011.

16


Table of Contents




Stock Option Plans



We did not have a stock option plan as of February 28, 2011.



Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters



The following table sets forth, as of February 28, 2011, certain
information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding
common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:



|Name
    and Address of Beneficial Owners of Common Stock             | Title
    of Class | Amount and Nature of Beneficial Ownership1 | % of Common Stock2
|--------------------------------------------------------------------- | ------------------ | ------------------------------------------ | ------------------
|Gil Sacher
        560 Lexington Ave, 16th Floor
        NY, NY 10022 | Common Stock       | 175,000                                    | 8.14%             
|DIRECTORS
    AND OFFICERS – TOTAL                                    |                    | 175,000                                    | 8.14%             
|                                                                      |                    |                                            |                   
|                                                                      |                    |                                            |                   
|5%
    SHAREHOLDERS                                                   |                    |                                            |                   
|Gil Sacher                                                            | Common Stock       | 175,000                                    | 8.14%             



1.As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting
of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct
the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial
ownership" of any security that such person has the right to acquire within 60 days after such date.

2.The percentage shown is based on denominator of 2,150,000 shares of common stock issued and outstanding for the company
as of February 28, 2011.

Changes in Control

We are unaware of any contract, or other arrangement
or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of
control of our company.



Item 13. Certain Relationships and Related
Transactions, and Director Independence



Except as follows, none of our directors or executive officers,
nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying
more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect,
in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially
affect us.



Our majority shareholder and former officer and director, Zandra
Grace Hernandez, has loaned us $16,000 to date for working capital. The loan is due upon demand, non-interest bearing, and unsecured.

17


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Item 14. Principal Accounting Fees and Services



Below is the table of Audit Fees (amounts in US$) billed by our
auditor in connection with the audit of the Company’s annual financial statements for the years ended:



|Financial
    Statements for the Year Ended December 31 | Audit Services | Audit Related Fees | Tax Fees | Other Fees
|------------------------------------------------------- | -------------- | ------------------ | -------- | ----------
|2011                                                    | $8,500.00      | -                  | -        | -         
|2010                                                    | $9,250.00      | -                  | -        | -         



PART IV



Item 15. Exhibits, Financial Statements Schedules



Index to Financial Statements Required by Article
8 of Regulation S-X:





|F-1 | Report of Independent Registered Public Accounting Firm                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|F-2 | Balance Sheets as of February 28, 2011 and 2010;                                                                                                          
|F-3 | Statements of Operations for the Years Ended February 28, 2011 and 2010 and for the Period from January 31, 2008 (Date of Inception) to February 28, 2011;
|F-4 | Statement of Stockholders’ Deficit as of February 28, 2011;                                                                                               
|F-5 | Statements of Cash Flows for the Years Ended February 28, 2011 and 2010 and for the Period from January 31, 2008 (Date of Inception) to February 28, 2011;
|F-6 | Notes to Financial Statements                                                                                                                             





18


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Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Boards of Directors

Tupper, Inc.

Las Vegas, Nevada



We have audited the accompanying balance sheets
of Tupper, Inc., as of February 28, 2011 and 2010, and the related statements of operations, stockholders’ deficit, and cash
flows for the years then ended and the period from January 31, 2008 (date of inception) to February 28, 2011. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, 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. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of Tupper, Inc., as of February 28, 2011 and 2010 and
the results of its operations and cash flows for the years then ended and the period from January 31, 2008 (date of inception)
to February 28, 2011, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that Tupper, Inc. will continue as a going concern. As discussed in Note 4 to the financial statements,
the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its
operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans with regard to these matters are described in Note 4. The accompanying financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC



Bingham Farms, Michigan

May 31, 2011

F-1


Table of Contents


TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

As of February 28, 2011 and 2010



|                                                                                                     | February 28, |          | February 28,
|---------------------------------------------------------------------------------------------------- | ------------ | -------- | ------------
|                                                                                                     | 2011         |          | 2010        
|ASSETS                                                                                               |              |          |             
|                                                                                                     |              |          |             
|Current Assets                                                                                       |              |          |             
|Cash and equivalents                                                                                 | $            | -0-      |             
|Prepaid expenses                                                                                     |              | -0-      |             
|                                                                                                     |              |          |             
|TOTAL ASSETS                                                                                         | $            | -0-      |             
|                                                                                                     |              |          |             
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                |              |          |             
|                                                                                                     |              |          |             
|Liabilities                                                                                          |              |          |             
|Current Liabilities                                                                                  |              |          |             
|Accrued expenses                                                                                     | $            | 69,813   |             
|Loan payable - related party                                                                         |              | 27,700   |             
|Total liabilities                                                                                    |              | 97,513   |             
|                                                                                                     |              |          |             
|Stockholders’ Deficit                                                                                |              |          |             
|Common Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000 shares issued and outstanding |              | 2,150    |             
|Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding    |              | -0-      |             
|Additional paid-in capital                                                                           |              | 40,850   |             
|Deficit accumulated during the development stage                                                     |              | (140,513 | )           
|Total stockholders’ deficit                                                                          |              | (97,513  | )           
|                                                                                                     |              |          |             
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                          | $            | -0-      |             



See accompanying notes to financial statements.

F-2


Table of Contents


TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

Years ended February 28, 2011
and 2010

Period from January 31, 2008 (Inception)
to November 30, 2010



|                                     |              |           |              |  | Period from     
|------------------------------------ | ------------ | --------- | ------------ |  | ----------------
|                                     | Year         |           | Year         |  | January 31, 2008
|                                     | Ended        |           | Ended        |  | (Inception) to  
|                                     | February 28, |           | February 28, |  | February 28,    
|                                     | 2011         |           | 2010         |  | 2011            
|Revenues                             | $            | -0-       |              |  | $               
|                                     |              |           |              |  |                 
|Expenses :                           |              |           |              |  |                 
|Professional fees                    |              | 74,450    |              |  |                 
|                                     |              |           |              |  |                 
|Net Loss                             | $            | (74,450   | )            |  | $               
|                                     |              |           |              |  |                 
|Net loss per share:                  |              |           |              |  |                 
|Basic and diluted                    | $            | (0.03     | )            |  | $               
|                                     |              |           |              |  |                 
|Weighted average shares outstanding: |              |           |              |  |                 
|Basic and diluted                    |              | 2,150,000 |              |  |                 



See accompanying notes to financial statements.

F-3


Table of Contents


TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT

Period from January 31, 2008 (Inception)
to February 28, 2011





|                                                |              |           |         |        |   |             |            |  |   |            | Deficit     |  |       |          |   | 
|----------------------------------------------- | ------------ | --------- | ------- | ------ | - | ----------- | ---------- |  | - | ---------- | ----------- |  | ----- | -------- | - | 
|                                                |              |           |         |        |   |             |            |  |   |            | accumulated |  |       |          |   | 
|                                                |              |           |         |        |   |             | Additional |  |   | during the |             |  |       |          |  
|                                                | Common stock |           | paid-in |        |   | development |            |  |   |            |            
|                                                | Shares       |           |         | Amount |   |             | Capital    |  |   | stage      |             |  | Total |         
|Issuance of common stock for cash @$.001        |              | 2,150,000 |         |        | $ | 2,150       |            |  | $ | 40,850     |             |  | $     | —        |   | 
|                                                |              |           |         |        |   |             |            |  |   |            |             |  |       |          |   | 
|Net loss for the period                         |              | —         |         |        |   | —           |            |  |   | —          |             |  |       | (4,000   | ) | 
|Balance, February 29, 2008                      |              | 2,150,000 |         |        |   | 2,150       |            |  |   | 40,850     |             |  |       | (4,000   | ) | 
|                                                |              |           |         |        |   |             |            |  |   |            |             |  |       |          |   | 
|Net loss for the period ended February 28, 2009 |              | —         |         |        |   | —           |            |  |   | —          |             |  |       | (45,000  | ) | 
|Balance, February 28, 2009                      |              | 2,150,000 |         |        |   | 2,150       |            |  |   | 40,850     |             |  |       | (49,000  | ) | 
|                                                |              |           |         |        |   |             |            |  |   |            |             |  |       |          |   | 
|Net loss for the period ended February 28, 2010 |              | —         |         |        |   | —           |            |  |   | —          |             |  |       | (17,063  | ) | 
|Balance, February 28, 2010                      |              | 2,150,000 |         |        |   | 2,150       |            |  |   | 40,850     |             |  |       | (66,063  | ) | 
|                                                |              |           |         |        |   |             |            |  |   |            |             |  |       |          |   | 
|Net loss for the period ended February 28, 2011 |              | —         |         |        |   | —           |            |  |   | —          |             |  |       | (74,450  | ) | 
|Balance, November 30, 2010                      |              | 2,150,000 |         |        | $ | 2,150       |            |  | $ | 40,850     |             |  | $     | (140,513 | ) | 



See accompanying notes to financial
statements.

F-4


Table of Contents


TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Years ended February 28, 2011 and 2010

Period from January 31, 2008 (Inception)
to February 28, 2011





|                                          |              |         |              |  | Period From     
|----------------------------------------- | ------------ | ------- | ------------ |  | ----------------
|                                          | Year         |         | Year         |  | January 31, 2008
|                                          | Ended        |         | Ended        |  | (Inception) to  
|                                          | February 28, |         | February 28, |  | February 28,    
|                                          | 2011         |         | 2010         |  | 2011            
|CASH FLOWS FROM OPERATING ACTIVITIES      |              |         |              |  |                 
|Net loss for the period                   | $            | (74,450 | )            |  | $               
|Change in non-cash working capital items  |              |         |              |  |                 
|Increase in accrued expenses              |              | 62,750  |              |  |                 
|CASH FLOWS USED BY OPERATING ACTIVITIES   |              | (11,700 | )            |  |                 
|                                          |              |         |              |  |                 
|CASH FLOWS FROM FINANCING ACTIVITIES      |              |         |              |  |                 
|Loan received from related party          |              | 11,700  |              |  |                 
|Proceeds from sales of common stock       |              | -0-     |              |  |                 
|NET CASH PROVIDED BY FINANCING ACTIVITIES |              | 11,700  |              |  |                 
|                                          |              |         |              |  |                 
|NET INCREASE (DECREASE) IN CASH           |              | -0-     |              |  |                 
|                                          |              |         |              |  |                 
|Cash, beginning of period                 |              | -0-     |              |  |                 
|Cash, end of period                       |              | $-0-    |              |  | $               
|                                          |              |         |              |  |                 
|Interest paid                             | $            | -0-     |              |  | $               
|Income taxes paid                         | $            | -0-     |              |  | $               





See accompanying notes
to financial statements.

F-5


Table of Contents




TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

February 28, 2011



NOTE 1 – SUMMARY OF ACCOUNTING POLICIES



Nature of Business



Tupper, Inc. (“Tupper”) is a development
stage company and was incorporated in Nevada on January 31, 2008. We are engaged in the business of developing, manufacturing,
and selling pig watering troughs (the “Product”) specifically for pig farmers in Asia. Tupper operates out of
office space owned by a director and stockholder of the Company. The facilities are provided at no charge. There can be no assurances
that the facilities will continue to be provided at no charge in the future.



Development Stage Company



The accompanying financial statements have
been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage
company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no
significant revenues there from.



Basis of Presentation



The financial statements of the Company have
been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in
US dollars.



Cash and Cash Equivalents



Tupper considers all highly liquid investments
with maturities of three months or less to be cash equivalents. At February 28, 2011 and 2010, the Company had $-0- of cash.



Fair Value of Financial Instruments



Tupper’s financial instruments consist
of cash and cash equivalents and loans payable to a related party. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed
in these financial statements.



Income Taxes



Income taxes are computed using the asset and
liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted
tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized.

F-6


Table of Contents




TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

February 28, 2011



NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)



Use of Estimates



The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements
and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Basic loss per share



Basic loss per share is calculated by dividing
the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period.
Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the
basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of February 28, 2011 or 2010.



Revenue Recognition



The Company recognizes revenue when products
are fully delivered or services have been provided and collection is reasonably assured.



Stock-Based Compensation



Stock-based compensation is accounted for at
fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and
has not granted any stock options. As of February 28, 2011, the Company has not issued any stock-based payments to its employees.



Recent Accounting Pronouncements



Tupper does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position
or cash flow.



NOTE 2 – LOAN PAYABLE – RELATED PARTY



The Company has received a loan from a related
party to be used for working capital. The loan is due upon demand, non-interest bearing, and unsecured. The balance due on these
loans was $27,700 and $16,000 as of February 28, 2011 and 2010, respectively.

F-7


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TUPPER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

February 28, 2011



NOTE 3 – INCOME TAXES



For the periods ended February 28, 2011, Tupper
has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved. The cumulative net operating loss carry-forward is approximately $140,513 and $66,063 at February 28, 2011
and 2010, respectively, and will expire beginning in the year 2027.



The cumulative tax effect at the expected rate
of 34% of significant items comprising our net deferred tax amount is as follows:



|                                    | 2011 |         | 2010
|----------------------------------- | ---- | ------- | ----
|Deferred tax asset attributable to: |      |         |     
|Net operating loss carryover        | $    | 47,774  |     
|Valuation allowance                 |      | (47,774 | )   
|Net deferred tax asset              | $    | —       |     



NOTE 4 – LIQUIDITY AND GOING CONCERN



Tupper has negative working capital, has incurred
losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial
doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going concern.



The ability of Tupper to continue as a going
concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.



NOTE 5 – SUBSEQUENT EVENTS



Management has evaluated subsequent events
through May 31, 2011, the date on which the financial statements were issued, and has determined it does not have any material
subsequent events to disclose.

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|Exhibit Number | Description                                                                                                                                                                  
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation, as amended (1)                                                                                                                                    
|3.2            | Bylaws, as amended (1)                                                                                                                                                       
|23.1           | Consent of Silberstein Ungar, PLLC CPAs and Business Advisors                                                                                                                
|31.1           | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|31.2           | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



1Incorporated by reference to the Registration Statement on Form S-1 filed on March 27,
2008.





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Tupper, Inc.



|By: | /s/ Gil Sacher                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Gil Sacher
        President, Chief Executive Officer, Principal
        Executive Officer, Chief Financial Officer, Principal Financial
        Officer, Principal Accounting Officer and Director
|    | June
    6, 2011                                                                                                                                                                                   



In accordance with Section 13 or 15(d) of the
Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:



|By: | /s/ Gil Sacher                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Gil Sacher
        President, Chief Executive Officer, Principal
        Executive Officer, Chief Financial Officer, Principal Financial
        Officer, Principal Accounting Officer and Director
|    | June
    6, 2011