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
      1934For
      the fiscal year ended:  February
      28, 2009[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:  333-149921





Tupper,
      Inc.(Exact
      name of registrant as specified in its charter)Nevada
            N/A(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)#5
      Ipil Street Project 3
              Quezon City 1102, The
      Philippines
            N/A(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number:  001-63-0915-371-1115Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not
      applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not
      applicable





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 [X] No
[   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. 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 [X]   No
[  ]





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 April 28,
2009.





1
 Table of Contents





TABLE OF
CONTENTS





PagePART
      IItem 1.
            Business
            3Item 1A.
            Risk Factors
            8Item 1B.
            Unresolved Staff Comments
            8Item 2.
            Properties
            8Item 3.
            Legal Proceedings
            8Item 4.
            Submission of Matters to a Vote of Security
      Holders
            8PART
      IIItem 5.
            Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            8Item 6.
            Selected Financial Data
            10Item 7.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            10Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            14Item 8.
            Financial Statements and Supplementary Data
            14Item 9.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            14Item 9A(T).
            Controls and Procedures
            15Item 9B.
            Other Information
            16PART
      IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            16Item 11.
            Executive Compensation
            18Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            20Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            20Item 14.
            Principal Accountant Fees and Services
            21PART
      IVItem 15.
            Exhibits, Financial Statement Schedules
            21







2
 Table of Contents




PART I


Item 1.   Business





Company
Overview





We were
incorporated as “Tupper Inc.” (“Tupper”) on January 31, 2008 in the State of
Nevada for the purpose of developing, manufacturing, and selling pig watering
troughs specifically for pig farmers in the Philippines and other Asian
countries.





Business
of Company





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.





Our
principal executive offices are located at 50 West Liberty Street, Suite 880,
Reno, NV 89501. Our operations office is located at #5 Ipil Street Project 3,
Quezon City 1102, The Philippines.





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




3
 Table of Contents




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.





Water
Intake for Various Classes of Swine:





Class
      of Pig
            Gallons
      per Day25
      lb Pig
            0.560
      lb Pig
            1.5100
      lb Pig
            1.75200
      lb Pig
            2.5Gestating
      Sows
            4.5Sow
      Plus Litter
            6.0Nonpregnant
      Gilts
            3.2Pregnant
      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.





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 Table of Contents




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.





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




5
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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.










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.




6
 Table of Contents




·
            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.





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 Table of Contents




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 50 West Liberty Street, Suite 880,
Reno, NV 89501. Our operations office is located at #5 Ipil Street Project 3,
Quezon City 1102, The Philippines.





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.   Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended February 28, 2009.




PART II





Item 5.    Market for Registrant’s Common Equity and
Related Stockholder Matters and 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, 2009Quarter
      Ended
            
            High
      $
            
            Low
      $February
      28, 2009
            
            N/A
            
            N/ANovember
      30, 2008
            
            N/A
            
            N/AAugust
      31, 2008
            
            N/A
            
            N/AMay
      31, 2008
            
            N/A
            
            N/A





8
 Table of Contents





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.





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.





Holders
of Our Common Stock





As
of February 28, 2009, we had forty (40) shareholders of
record.





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:





9
 Table of Contents


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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 Table of Contents




Plan
of Operation





Product
Development





We intend
to continue the development and refinement of our Product over the coming
months. We will first focus on our experiments to improve the quality of our
Product to increase its appeal to pig farmers. We feel our final Product will
compete effectively in the marketplace due to its highly functional performance
and lasting cost-effectiveness in regard to its water-saving value and
disease-control features relative to similar products in the
marketplace.





Locate
Suitable Manufacturing





We do not
currently have any manufacturing facilities. Our management has contacted
several trough producers in the Philippines, and have begun negotiations for the
manufacture of our Product on a contract basis. We are currently negotiating
price, payment, customer guarantee, shipping, inventory, delivery schedule and
returns. We plan to pursue this further upon the final development and
commercialization of our Product. Production of our trough doesn't require any
facilities or equipment beyond what is available to any trough producer. We
could contract with any trough producer to manufacture our Product by following
our instructions. We do not anticipate renting a warehouse at this stage of our
business. The trough producer that will work with us will provide packaging,
storage, and shipping service for us as part of our agreement. All of the raw
materials necessary to produce our Product are available in the public
marketplace. We will only accept wholesale orders from wholesale distributors.
Once we receive wholesale orders, we will hold the order until certain
quantities, which will be pre-negotiated with trough producers, are attained.
Then we will contract with the trough producer to produce our Product for us at
pre-negotiated prices. Typically the order will be shipped within five business
days after we place the order.





Sales
and Distribution Strategy





Our goal
is for our pig watering trough to become a leading product in the pig-farming
marketplace in Asia. In order to achieve our goal, we intend to increase
awareness of our Product with potential customers, who we anticipate will be
major farm equipment retail chains as wholesale customers and farmers as end
users. We intend to do this by engaging in the following:





§
            Attending
      national and regional pig-farming promotional events and conferences.
      There are events and conferences managed by regional and central
      institutions and organizations to promote pig-farming related products. We
      plan to attend a number of events attended by pig-farm products merchants
      and farm equipment chain representatives in order to further expose our
      product. These events will include trade meetings, promotional events,
      seminars, and conferences, which are heavily attended by farm equipment
      products wholesalers and chain representatives, in order to further expose
      our Product.




11
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§
            Developing
      direct marketing programs to attract retailers. In addition to attending
      the foregoing conferences and seminars, we intend to market directly to
      wholesalers and major farm equipment chains. Our marketing will include
      conducting seminars and the use of online and traditional advertising
      media such as newspapers and trade
publications.





§
            Promoting
      to the public through internet-based and traditional media advertising. We
      intend to use Internet-based and traditional media to promote our product
      directly to the public to raise public awareness of our
      product.





We will
also mail our brochure to wholesale distributors, and, initially, we will do
special promotions providing small amounts of our Product to a few major stores,
while allowing them to pay us after three months. If the market shows an
interest in our Product, they will then begin to order from us regularly. We
will begin marketing from the Philippines, where our directors have many
contacts, and we will then move forward in marketing our Product in China and
other countries.





Sales
Personnel





We do not
currently employ any sales personnel. In the short term, we intend to use the
services of our management to sell our Product. As our Product approaches the
manufacturing stage, however, we plan to employ sales representatives in the
Philippines to promote and sell our product to wholesalers, retailers, and
end-user pig farmers. These sales representatives will be responsible for
soliciting, selecting and securing accounts within a particular regional
territory. We expect to pay such sales representatives on a commission basis. In
addition, we may decide to pay each sales representative a base salary. We
expect to provide service and support to our sales representatives, including
advertising and sales materials. When we determine to expand our sales
internationally, we will employ sales personnel in various provinces of China
and other Asian nations.





In the
event we hire sales personnel, we do not intend to do so in the next twelve
months unless our revenues are enough to absorb the cost of these
personnel.





Expenses





We
estimate the costs to implement our business strategy over the following twelve
months to be:





§
            Travel
      and Related expenses, which will consist primarily of our executive
      officer and directors visiting pig farming equipment merchants and
      resellers in their sales efforts. We estimate travel and related expenses
      for the next twelve months will be approximately
  $4,000;





12
 Table of Contents





§
            Initial
      Marketing, which will consist of the marketing efforts discussed above,
      including direct marketing and attendance at trade shows. We estimate
      initial marketing expenses for the next twelve months will be
      approximately $6,000;




§
            Research
      and Development costs consist of developing and testing our Product and
      determining the best combination of materials and suppliers for
      production. We estimate that research and development costs for the next
      twelve months will be approximately
$10,000.





We intend
to obtain business capital through the use of private equity fundraising or
shareholders loans. We anticipate that, in time, the primary source of revenues
for our business model will be the sale of our Product.





Significant
Equipment





We do not
intend to purchase any significant equipment for the next twelve
months.





Results
of Operations for the Years Ended February 28, 2009 and February 29, 2008 and
Period from January 31, 2008 (Date of Inception) until February 28,
2009





We
generated no revenue for the period from January 31, 2008 (Date of Inception)
until February 28, 2009. Our Operating Expenses were $45,000 for the year ended
February 28, 2009, $4,000 for the year ended February 29, 2008, and $49,000 for
the period from January 31, 2008 (Date of Inception) to February 28, 2009. For
each period mentioned, our Operating Expenses consisting entirely of
Professional Fees. We, therefore, recorded a net loss of $45,000 for the year
ended February 28, 2009, $4,000 for the year ended February 29, 2008, and
$49,000 for the period from January 31, 2008 (Date of Inception) until February
28, 2009.





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, 2009, we had no assets and $6,000 in current liabilities. Thus, we
have working capital deficit of $6,000 as of February 28, 2009.





Operating
activities used $49,000 in cash for the period from January 31, 2008 (Date of
Inception) until February 28, 2009. Our net loss of $49,000 was the sole basis
of our negative operating cash flow. Financing activities during the period from
January 31, 2008 (Date of Inception) until February 28, 2009 generated $49,000
in cash during the period as a result of $43,000 in the sale of our common
stock, and $6,000 in related party loans.





13
 Table of Contents





As of
February 28, 2009, 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.





Off
Balance Sheet Arrangements





As of
February 28, 2009, there were no off balance sheet arrangements.





Going
Concern





We have
limited 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 FinancialDisclosure





No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending February 28, 2009.





14
 Table of Contents




Item 9A(T).  Controls and Procedures





Evaluation
of Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of February 28, 2009.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Ms. Zandra Grace
Hernandez.  Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of February 28, 2009, our
disclosure controls and procedures are effective.  There have been no
significant changes in our internal controls over financial reporting during the
quarter ended February 28, 2009 that have materially affected or are reasonably
likely to materially affect such controls.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, 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.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.





Management’s
Annual Report on Internal Control over Financing Reporting





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





15
 Table of Contents




Changes
in Internal Control over Financial Reporting





During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.





Item 9B.   Other Information





None


PART III





Item 10.  Directors, Executive Officers and Corporate
Governance





Our
executive officers and directors and their respective ages as of February 28,
2009 are as follows:





Name
            Age
            Position
      Held with the CompanyZandra
      Grace Hernandez
              #5
      Ipil Street Project 3,
              Quezon
      City 1102
              The
      Philippines
            37
            President,
      Chief Executive Officer, Principal Executive Officer, Chief Financial
      Officer, Principal Financial Officer, Principal Accounting Officer, and
      DirectorGreg
      Oliver S. Paez
              #5
      Ipil Street Project 3,
              Quezon
      City 1102
              The
      Philippines
            28
            Director





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





Zandra
Grace Hernandez is our President, Chief Executive Officer, Principal Executive
Officer, Chief Financial Officer, Principal Financial Officer, Principal
Accounting President and Director. She received her Bachelor of Science Degree
from Colegio de San Juan de Letran Manila in Management in 1993. Since 1999, she
has worked in management at Splice Asia.





Greg
Oliver S. Paez is our director. He earned his Bachelor of Science Degree from
the National College of Business and Arts Fairview in 2000. Since that time, he
was worked at WiMax Business Innovations.





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 Zandra Grace
Hernandez.





16
 Table of Contents




Involvement
in Certain Legal Proceedings




To the
best of our knowledge, during the past five 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, 2009, 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.





17
 Table of Contents




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, 2009 and 2008.





SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Zandra Grace
      HernandezPresident, Chief Executive Officer, Principal
      Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer,
              Principal
      Accounting Officer and Director
            2009
              
              2008
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0





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.





18
 Table of Contents




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,
2009.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)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,
2009.





Stock
Option Plans





We did
not have a stock option plan as of February 28, 2009




19
 Table of Contents





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





The
following table sets forth, as of February 28, 2009, 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 Stock2Zandra
      Grace Hernandez
              #5
      Ipil Street Project 3,
              Quezon
      City 1102
              The
      Philippines
            Common
      Stock
            600,000
            27.9%Greg
      Oliver S. Paez
              #5
      Ipil Street Project 3,
              Quezon
      City 1102
              The
      Philippines
            Common
      Stock
            600,000
            27.9%DIRECTORS
      AND OFFICERS – TOTAL
            
            1,200,000
            55.8%5%
      SHAREHOLDERSNONE
            Common
      Stock
            NONE
            NONE




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,
      2009.




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
officer and director, Zandra Grace Hernandez, has loaned us $6,000 to date for
working capital. The loan is due upon demand, non-interest bearing, and
unsecured.





20
 Table of Contents




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 February 29
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2009
            $4,000
            -
            -
            -2008
            $8,500
            -
            -
            -




PART IV





Item 15.   Exhibits, Financial Statements
Schedules





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





Audited
      Financial Statements:F-1
            Report of Independent Registered Public Accounting
      FirmF-2
            Consolidated Balance Sheets as of February 28, 2009 and
      February 29, 2008;F-3
            Statements of Operations for the Years Ended February 28, 2009
      and February 29, 2008 and for the Period from January 31, 2008 (Date of
      Inception) to February 28, 2009;F-4
            Statement of Stockholders’ Equity for period from inception to
      February 28, 2009;F-5
            Statements of Cash Flows for the Years Ended February 28, 2009
      and February 29, 2008 and for the Period from January 31, 2008 (Date of
      Inception) to February 28, 2009;F-6
            Notes to Financial
Statements




Exhibit
              Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            Bylaws,
      as amended (1)23.1
            Consent of Maddox Ungar Silberstein,
      PLLC31.1
            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 200231.2
            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 200232.1
            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





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




21
 Table of Contents




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/Zandra Grace
      HernandezZandra
      Grace Hernandez
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer,
              Principal
      Accounting Officer and DirectorApril
      28, 2009





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/Zandra Grace
      HernandezZandra
      Grace Hernandez
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer,
              Principal
      Accounting Officer and DirectorApril
      28, 2009








By:
            /s/Greg
      Oliver S. PaezGreg
      Oliver S. Paez
              DirectorApril
      28, 2009




22
 Table of Contents




Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors
 Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.maddoxungar.com
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 Board of
Directors
 Tupper,
Inc.
 The
Philippines
 
 We have
audited the accompanying balance sheets of Tupper, Inc. (a development stage
company) as of February 28, 2009 and February 29, 2008 and the related
statements of operations, stockholders’ equity and cash flows for the periods
then ended.  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 audit.
 
 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,
2009 and February 29, 2008, and the results of its operations and cash flows for
the periods then ended, in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 4 to the
financial statements, the Company has negative working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations.  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/ Maddox Ungar
Silberstein, PLLC
 
 Maddox
Ungar Silberstein, PLLC
 Bingham
Farms, Michigan
 April 4,
2009
 
 F-1
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS
 As
of February 28, 2009 and February 29, 2008
 
 February
      28,2009
              
              February
      29,2008ASSETSCurrent
      AssetsCash
      and equivalents
              $
              -0-
              
              $
              35,000Prepaid
      expenses
              
              -0-
              
              
              4,000TOTAL
      ASSETS
              $
              -0-
              
              $
              39,000LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesLoan
      payable - related party
              $
              6,000
              
              $
              -0-Stockholders’
      Equity (Deficit)Common
      Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000
      shares issued and outstanding
              
              2,150
              
              
              2,150Preferred
      Stock, $.001 par value, 10,000,000 shares authorized, -0- shares
      issued and outstanding
              
              -0-
              
              
              -0-Additional
      paid-in capital
              
              40,850
              
              
              40,850Deficit
      accumulated during the development stage
              
              (49,000)
              
              
              (4,000)Total
      stockholders’ equity (deficit)
              
              (6,000)
              
              
              39,000TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
              $
              -0-
              
              $
              39,000
  See
accompanying notes to financial statements.
 F-2
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS
 Years
ended February 28, 2009 and February 29, 2008
 Period
from January 31, 2008 (Inception) to February 28, 2009
 
 Year
      EndedFebruary
      28,2009
              
              Year
      EndedFebruary
      29,2008
              
              Period
      fromJanuary
      31, 2008(Inception)
      toFebruary
      28,2009Revenues
              $
              -0-
              
              $
              -0-
              
              $
              -0-Expenses
      :Professional
      fees
              
              45,000
              
              
              4,000
              
              
              49,000Net
      Loss
              $
              (45,000)
              
              $
              (4,000)
              
              $
              (49,000)Net
      loss per share:Basic
      and diluted
              $
              (0.02)
              
              $
              (0.00)
              
              $
              (0.02)Weighted
      average shares outstanding:Basic
      and diluted
              
              2,150,000
              
              
              2,150,000
              
              
              2,150,000
  See
accompanying notes to financial statements.
 F-3
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 Period
from January 31, 2008 (Inception) to February 28, 2009
 
 Common
      stock
              
              Additional
                paid-in
              
              Deficit
                accumulated
                during
      the
                developmentShares
              
              Amount
              
              capital
              
              stage
              
              TotalIssuance
      of common stockfor
      cash @$.001
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              -
              
              $
              43,000Net
      loss for the period
              -
              
              
              -
              
              
              -
              
              
              (4,000)
              
              
              (4,000)Balance,
      February 29, 2008
              2,150,000
              
              
              2,150
              
              
              40,850
              
              
              (4,000)
              
              
              39,000Net
      loss for the year ended February 28, 2009
              -
              
              
              -
              
              
              -
              
              
              (45,000)
              
              
              (45,000)Balance,
      February 28, 2009
              2,150,000
              
              $
              2,150
              
              $
              40,850
              
              $
              (49,000)
              
              $
              (6,000)
 
 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, 2009 and February 29, 2008
 Period
from January 31, 2008 (Inception) to February 28, 2009
 Audited
 
 Year
      EndedFebruary
      28,2009
              
              Year
      EndedFebruary
      29,2008
              
              Period
      FromJanuary
      31, 2008(Inception)
      toFebruary
      28,2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              $
              (45,000)
              
              $
              (4,000)
              
              $
              (49,000)Change
      in non-cash working capital itemsPrepaid
      expenses
              
              4,000
              
              
              (
      4,000)
              
              
              0CASH
      FLOWS USED BY OPERATING ACTIVITIES
              
              (41,000)
              
              
              (8,000)
              
              
              (49,000)CASH
      FLOWS FROM FINANCING ACTIVITIESLoan
      received from related party
              
              6,000
              
              
              0
              
              
              6,000Proceeds
      from sales of common stock
              
              0
              
              
              43,000
              
              
              43,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              6,000
              
              
              43,000
              
              
              49,000NET
      INCREASE (DECREASE) IN CASH
              
              (35,000)
              
              
              35,000
              
              
              0Cash,
      beginning of period
              
              35,000
              
              
              0
              
              
              0Cash,
      end of period
              $
              0
              
              $
              35,000
              
              $
              0SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
              $
              0
              
              $
              0
              
              $
              0Income
      taxes paid
              $
              0
              
              $
              0
              
              $
              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, 2009
 
 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 the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Cash and
Cash Equivalents
  Tupper
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At February 28, 2009 and February 29, 2008
the Company had $-0- and $35,000 of cash, respectively.
 
 Fair
Value of Financial Instruments
 
 Tupper’s
financial instruments consist of cash and cash equivalents, prepaid expenses,
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, 2009
 
  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 has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 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 –
PREPAID EXPENSES
 
 Prepaid
expenses at February 29, 2008 consisted of an advance retainer paid to the firms
outside independent auditors for services to be rendered for periods after the
Company’s year-end.
 
 NOTE 3 –
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.
 
 NOTE 4 –
INCOME TAXES
 For the
periods ended February 28, 2009, 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 $49,000 at February 28, 2009, 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:
  2009Deferred
      tax asset attributable to:Net
      operating loss carryover
              $
              16,600Valuation
      allowance
              
              (16,600)Net
      deferred tax asset
              $
              -
  F-7
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 February
28, 2009
 
 
 NOTE 5 –
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.
  F-8
 Table of Contents