U.S.
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



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



For
the fiscal year ended December 31, 2005



Commission
file number: 000-32053



SIPP
INTERNATIONAL INDUSTRIES, INC.




(Exact
name of Company as specified in its charter)



|Wyoming
    (formerly Nevada) |  | 39-2079723                              
|----------------------------- |  | ----------------------------------------
|(State
    of incorporation)  |  | (I.R.S.
    Employer Identification No.)



1185
Avenue of the Americas, 3rd Floor

New
York, New York 10036

(Address
of principal executive offices)



(646)
768-8217

(Company’s
telephone number, including area code)



Industries
International, Incorporated

(Former
name, former address and former fiscal year, if changed since last report)

Securities
registered pursuant to Section 12(b) of the Exchange Act:

None

Securities
registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate
by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐
No  ☒

Indicate
by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐
No ☒

Indicate
by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate
by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☐  No
☒

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Company’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

|Large
    accelerated filer | ☐                           | Accelerated
    filer         | ☐
|--------------------------- | --------------------------- | ----------------------------- | -
|Non-accelerated
    filer   | ☐                           | Smaller
    reporting company | ☒
|                            | Emerging
    growth company | ☐                            



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐



Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒   No ☐



The
aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s
most recently complete second fiscal quarter was $-0- (computed by reference to the closing price of a share of the Company’s
common stock on that date as reported).



As
of July 10, 2020, 492,404,893 shares of the issuer’s common stock were issued and outstanding.



Documents
Incorporated By Reference: None




















TABLE
OF CONTENTS



|            |                                                                                                           | Page
|----------- | --------------------------------------------------------------------------------------------------------- | ----
|PART I      |                                                                                                           |     
|Item
    1  | Business                                                                                                  | 1   
|Item
    1A | Risk Factors                                                                                              | 7   
|Item
    IB | Unresolved Staff Comments                                                                                 | 7   
|Item
    2  | Properties                                                                                                | 7   
|Item
    3  | Legal Proceedings                                                                                         | 7   
|Item
    4  | Mine Safety Disclosures                                                                                   | 7   
|            |                                                                                                           |     
|PART II     |                                                                                                           |     
|Item
    5  | Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8   
|Item
    6  | Selected Financial Data                                                                                   | 8   
|Item
    7  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                     | 8   
|Item
    7A | Quantitative and Qualitative Disclosures About Market Risk                                                | 10  
|Item
    8  | Financial Statements                                                                                      | F-1 
|Item
    9  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                      | 11  
|Item
    9A | Controls and Procedures                                                                                   | 11  
|Item
    9B | Other Information                                                                                         | 11  
|            |                                                                                                           |     
|PART III    |                                                                                                           |     
|Item
    10 | Directors, Executive Officers and Corporate Governance                                                    | 12  
|Item
    11 | Executive Compensation                                                                                    | 14  
|Item
    12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters            | 15  
|Item
    13 | Certain Relationships and Related Transactions, and Director Independence                                 | 15  
|Item
    14 | Principal Accounting Fees and Services                                                                    | 16  
|            |                                                                                                           |     
|PART IV     |                                                                                                           |     
|Item
    15 | Exhibits and Financial Statement Schedules                                                                | 17  
|            |                                                                                                           |     
|SIGNATURES  | 18                                                                                                       





i







PART
I



Item
1. Business.



As
used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,”
“we,” “our” or “us” refer to Sipp International Industries, Inc f/k/a Industrial International,
Inc., unless the context otherwise indicates.



Forward-Looking
Statements



Certain
statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current
expectations, primarily with respect to the future operating performance of the Company and other statements contained herein
regarding matters that are not historical facts, are “forward-looking” statements. You can identify forward-looking
statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,”
“should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,”
“plans,” “projected,” “predicts,” “potential,” or “continue” or the
negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future
oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking
statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements.



All
forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements
to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal
securities and any other applicable law.



Overview



Sipp
International Industries, Inc f/k/a Industrial International, Inc., (the “Company” or “IDUL”), a Nevada
corporation, incorporated under the laws of the state of Nevada on January 11, 1991. IDUL was accepted for quotation on the OTC
Bulletin Board on December 7, 2001, and organized originally to propose, plan and developing a golf course in either Moapa area
or Overton Valley area in Nevada.



As
described in Note 2 below, before the reorganization with Broad Faith Limited (“BFL”), a company incorporated under
the International Business Companies Act of the British Virgin Islands on February 10, 2003, IDUL was a development stage company,
which, other than a proposed golf course project in Nevada, has had no operations. After recapitalization, IDUL exited the development
stage in the quarter ended March 31, 2003.



IDUL
and its subsidiaries are principally engaged in the development, production and distribution throughout China of communications
terminal products, mainly corded and cordless telephones which are sold under the trademark, Wondial (TM) through a 69.5296% owned
affiliate, Shenzhen Wonderland Communication Science & Technology Company Limited (“Wondial”) and battery testing
equipment and battery products through a 72.84% owned affiliate, Wuhan Lixing Power Sources Company Limited (“WLPS”).



On
May 17, 2004, the Company filed its Form 10-Q for the quarter ended March 31, 2004. On May 24, 2004, the Company’s auditors,
Moores, Rowland, and Mazars resigned due to a disagreement with the Company and due to the fact that they had not reviewed the
Company’s 10-Q filing prior to submission to the SEC. Subsequent to the filing for March 31, 2004, the Company stopped reporting
until a Form 15-12G was filed on July 18, 2011. As a result, for the purposes of these financial statements, all assets were considered
disposed of as of December 31, 2004, and all liabilities reflected on the Company’s balance sheet as of December 31, 2003,
remained and were carryforward without change.



On
December 9, 2003, IDUL announced that it has initiated a program to buy back up to 500,000 shares of its outstanding common stock.
Before the end of fiscal year 2003, IDUL has entered into an agreement with a third party to repurchase 200,000 shares of common
stock of IDUL at USD2.93 per share. The consideration was settled in January 2004.





1







In
January 2004, IDUL’s wholly-owned subsidiary, BFL entered into an agreement to dispose its 95% owned affiliate, Shenzhen Kexuntong
Industrial Company Limited (“SKI”) which owned 68.7288% shareholdings in Wondial to its principal stockholder, Mr. Tsui
Kit, for a purchase price equal to 105% of the appraised value of net assets of SKI as of December 31, 2003 (the “Purchase
Price”). The Purchase Price shall be payable by the cancellation of amount of USD7,662 due to Mr. Tsui Kit in connection
with the acquisition of LPI, as described in Note 2 (b) above and the transfer to IDUL of such number of shares of restricted
common stock of IDUL owned by Mr. Tsui Kit (the aggregate fair market value of which shall be set at the closing price of such
shares as of the date of the execution of the acquisition agreement) equal to the difference between the Purchase Price and the
obligation of USD7,662. The disposal is expected to close after March 2004.



On
February 25, 2004, IDUL completed a private equity financing pursuant to which it raised gross proceeds of USD5,800. The transaction
was a unit offering pursuant to which IDUL issued a total of 2,521,745 shares of common stock together with warrants to purchase
an additional 756,530 shares of common stock. The price per unit was $2.30 and the warrant exercise price is $2.70 per share.



On
May 24, 2004, the Company received a letter of resignation from its independent auditors, Moores Rowland Mazars (“Moores
Rowland”). The letter from Moores Rowland stated that its review of the Company’s March 31, 2004, Form 10-Q Quarterly Report,
which was filed with the Securities and Exchange Commission on May 17, 2004, was not complete and therefore the document should
not have been filed.



Moores
Rowland audited the Company’s financial statements for the years ended December 31, 2002 and 2003. Moores Rowland’s reports on
the Company’s financial statements for the years ended December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.



During
the years ended December 31, 2002 and 2003, there were no disagreements between the Company and Moores Rowland on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Moores Rowland, would have caused Moores Rowland to make reference to the subject matter of the
disagreements in connection with its reports on the Company’s financial statements. In addition, there were no such events as
described under Item 304(a)(1)(v) of Regulation S-K during such period.



However,
during the interim period from January 1, 2004 through the date of Moores Rowland’s resignation on May 24, 2004, there was disagreement
between the Company and Moores Rowland in connection with the filing of the March 31, 2004 Form 10-Q Quarterly Report. There are
three primary events for which Moores Rowland believes the disclosures were not properly or fully disclosed in such document:



(1)
the SKI Disposal and its completion as defined herein;



(2)
the April 5, 2004 Assignment as defined herein; and



(3)
the Wondial Bankruptcy Order as defined herein.



There
was a disagreement between the Company and Moores Rowland as to the issue of whether the Company provided adequate disclosure
with respect to the disposal of the SKI assets, either in a Form 8-K Current Report or in the Company’s March 31, 2004, Form 10-Q
Quarterly Report filed on May 17, 2004. SKI, a subsidiary of Broad Faith Limited, which is a wholly-owned subsidiary of the Company,
was sold to the Company’s Chairman and CEO, Dr. Kit Tsui. The agreement with respect to this transaction was disclosed in the
notes to the Company’s financial statements, which were included in the December 31, 2003, Form 10-K Annual Report, and the closing
of the transaction was disclosed in the Company’s March 31, 2004, Form 10-Q Quarterly Report. Dr. Tsui acquired SKI’s surplus
equipment used to manufacture analog and digital cordless and traditional corded phones so that the Company could focus on the
more profitable telecommunications products distribution business. Dr. Tsui paid the Company $12,318,840 by agreeing to surrender
1,206,435 shares of the Company’s common stock. Also, he agreed to eliminate $7.662 million in debt the Company owed him and assumed
$8.77 million in bank debt that SKI owed. The accounting firm of Shenzhen Fa Wei provided a fairness opinion in connection with
the sale of the assets.





2







Further,
on April 5, 2004, Dr. Tsui, Shenzhen Wonderland Communication Science & Technology Company Limited (“Wondial”),
a subsidiary of SKI, and a PRC bank signed an assignment agreement making Wondial the obligor of debt amounting to approximately
$25 million, which Dr. Tsui personally owed to a PRC bank. Accordingly, subsequent to April 5, 2004, Wondial owed the bank approximately
$25 million. Moores Rowland contends that the assignment occurred before Wondial was seized by the Chinese government on April
27, 2004, which would have been a violation of the Sarbanes-Oxley Act as a related-party transaction had the closing of the SKI
Disposal occurred after the April 5, 2004 Assignment. However, the Company maintains that the transaction did not occur in that
manner. It is the Company’s position that SKI and, accordingly, Wondial, was disposed of on March 29, 2004, in the sale to Dr.
Tsui and not as a result of the April 27, 2004 bankruptcy seizure as alleged by Moores Rowland. Since the April 5, 2004 Assignment
and Wondial Bankruptcy Order occurred after the effective date of the SKI Disposal, it is the Company’s position that any transaction
between Dr. Kit Tsui and Wondial subsequent to that date would not be deemed a related party transaction.



Finally,
Moores Rowland stated that it was unable to complete its review of the March 31, 2004, Form 10-Q Quarterly Report because it was
unable to examine a full set of accounting books and records of Wondial for the three months ended March 31, 2004. Such information
with respect to the finances and accounting of Wondial had not been provided to Moores Rowland because Wondial’s documents had
been seized and its offices closed by the Shenzhen Intermediate People’s Court pursuant to a Bankruptcy Order on April 27, 2004.
Moores Rowland noted in its correspondence to the Company that it did not fully review the March 31, 2004, Form 10-Q Quarterly
Report and did not have adequate information about Wondial’s operations for the three months ended March 31, 2004. The Company
believes that Moores Rowland did have access to this information prior to its seizure. Nevertheless, Moores Rowland believes these
issues were not addressed to its satisfaction.



Information
may have come to the attention of Moores Rowland that could if further investigated, materially impact the fairness, reliability,
or presentation of the financial statements issued subsequent to the date of the December 31, 2003, audited financial statements.
However, because of Moores Rowland’s resignation, it was not able to conduct a further investigation. Moores Rowland, in correspondence
dated May 14, 2004, advised the Company to file a notice of late filing and cautioned directors not to file the March 31, 2004,
Form 10-Q Quarterly Report until its review was complete. Moreover, on May 18, 2004, Moores Rowland advised directors of the Company
to (i) file an amendment to the March 31, 2004, Form 10-Q Quarterly Report to notify the Securities and Exchange Commission that
a full accounting review had not been completed, (ii) obtain legal advice as to that issue, and (iii) attend to any unresolved
matters. The Company maintains that it received correspondence from Moores Rowland indicating that it did review the financial
statements contained in the March 31, 2004 Form 10-Q Quarterly Report. The Company is investigating these matters further and
will continue to disclose any further information as it arises.



On
July 15, 2011, the Company filed Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities
Exchange Act of 1934 or suspension of duty to file reports under sections 13 and 15(d) of the Securities Exchange Act of 1934.



On
July 11, 2019, Custodian Ventures LLC, applied for appointment as Custodian of the Company by the Eighth Judicial District Court
of Nevada. On August 28, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as the custodian
for Sipp International Industries, Inc., proper notice having been given to the officers and directors of Sipp International Industries,
Inc. There was no opposition. On August 29, 2019, the Company filed a certificate of revival with the state of Nevada, appointing
David Lazar as, President, Secretary, Treasurer, and Director.



Company
is a Blank Check Company



At
present, the Company is a development stage company with no revenues, no assets and no specific business plan or purpose. The
Company’s business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified
company. As a result, the Company is a “blank check company” and, as a result, any offerings of the Company’s
securities under the Securities Act of 1933, as amended (the “Securities Act”) must comply with Rule 419 promulgated
by the Securities and Exchange Commission (the “SEC”) under the Act. The Company’s Common Stock is a “penny
stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Securities Exchange Act. The Penny Stock rules require
a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about Penny Stocks and the nature and level of risks in the penny stock market.





3







The
broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each Penny Stock
held in the customer’s account. In addition, the Penny Stock rules require that the broker-dealer, not otherwise exempt
from such rules, must make a special written determination that the Penny Stock is suitable for the purchaser and receive the
purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the Penny Stock rules. So long as the common stock of the
Company is subject to the Penny Stock rules, it may be more difficult to sell the Company’s common stock.



We
are a “Shell Company,” as defined in Rule 405 promulgated by the SEC under the Securities Act. A Shell Company is
one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash
equivalents. As a Shell Company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack
of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.



Form
S-8



Shell
companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a Shell
Company, it may use Form S-8 sixty calendar days, provided it has filed all reports and other materials required to be filed under
the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and
materials after the company files “Form 10 information,” which is information that a company would be required to
file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act.
This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused
the company to cease being a Shell Company.



Unavailability
of Rule 144 for Resale



Rule
144(i) “Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides
that Rule 144 is not available for the resale of securities initially issued by an issuer that is a Shell Company. We have identified
our company as a Shell Company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction
removed from their securities without registration or until the Company is no longer identified as a Shell Company and has filed
all requisite periodic reports under the Exchange Act for the period of twelve (12) months.



As
a result of our classification as a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions
of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of
our securities until one year from the date that we cease to be a Shell Company. This will likely make it more difficult for us
to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered
offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities
usually rely to resell securities.



Very
Limited Liquidity of our Common Stock



Our
common stock occasionally trades on the OTC Pink Sheet Market, as there is no active market maker in our common stock. As a result,
there is only limited liquidity in our common stock.



We
will be deemed a blank check company under Rule 419 of the Securities Act



The
provisions of Rule 419 apply to registration statements filed under the Securities Act by a blank check company, such as the Company.
Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds
of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. While we are
not currently registering shares for an offering, we may do so in the future.





4







In
addition, an issuer is required to file a post-effective amendment to a registration statement upon the execution of an agreement
for an acquisition or merger. The rule provides procedures for the release of the offering funds, if any, in conjunction with
the post effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations
to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and the
completion of the transaction. Rule 419 applies to both primary and re-sale or secondary offerings.



Within
five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify
each investor whose shares are in escrow, if any. Each such investor then has no fewer than 20 and no greater than 45 business
days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected
to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition
agreements should be conditioned upon enough funds remaining in escrow to close the transaction.



Effecting
a business combination



Prospective
investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of
the one or more business combinations that we may undertake A business combination may involve the acquisition of, or merger with,
a company which needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what
it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense,
loss of voting control and compliance with various Federal and State securities laws. A business combination may involve a company
which may be financially unstable or in its early stages of development or growth.



The
Company has not identified a target business or target industry



The
Company’s effort in identifying a prospective target business will not be limited to a particular industry and the Company
may ultimately acquire a business in any industry Management deems appropriate. To date, the Company has not selected any target
business on which to concentrate our search for a business combination. While the Company intends to focus on target businesses
in the United States, it is not limited to U.S. entities and may consummate a business combination with a target business outside
of the United States. Accordingly, there is no basis for investors in the Company’s common stock to evaluate the possible
merits or risks of the target business or the particular industry in which we may ultimately operate. To the extent we effect
a business combination with a financially unstable company or an entity in its early stage of development or growth, including
entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a business
combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable
risks of that industry. An extremely high level of risk frequently characterizes many industries which experience rapid growth.
In addition, although the Company’s Management will endeavor to evaluate the risks inherent in a particular industry or
target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.



Sources
of target businesses



Our
Management anticipates that target business candidates will be brought to our attention from various unaffiliated sources, including
securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who
may present solicited or unsolicited proposals. Our Management may also bring to our attention target business candidates. While
we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal
basis, we may engage these firms in the future, in which event we may pay a finder’s fee or other compensation in connection
with a business combination. In no event, however, will we pay Management any finder’s fee or other compensation for services
rendered to us prior to or in connection with the consummation of a business combination.





5







Probable
lack of business diversification



While
we may seek to effect business combinations with more than one target business, it is more probable that we will only have the
ability to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent
upon the future performance of a single business. Unlike other entities which may have the resources to complete several business
combinations with entities operating in multiple industries or multiple areas of a single industry, it is probable that we will
lack the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating
a business combination with only a single entity, our lack of diversification may:



|● | subject
    us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
    upon the particular industry in which we may operate subsequent to a business combination, and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | result
    in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.                                                                                                  



Limited
ability to evaluate the target business’ Management



We
cannot assure you that our assessment of the target business’ Management will prove to be correct. In addition, we
cannot assure you that the future Management will have the necessary skills, qualifications or abilities to manage a
public company intending to embark on a program of business development. Furthermore, the future role of our director, if
any, in the target business cannot presently be stated with any certainty.



While
it is possible that our director will remain associated in some capacity with us following a business combination, it is unlikely
that he will devote his full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that
our director will have significant experience or knowledge relating to the operations of the particular target business.



Following
a business combination, we may seek to recruit additional managers to supplement the incumbent Management of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will
have the requisite skills, knowledge or experience necessary to enhance the incumbent Management.



Our
auditors have expressed substantial doubt about our ability to continue as a going concern



Our
operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become
profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. There
is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we
may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders
may lose some or all of their investment in the Company’s shares of common stock.



Competition



In
identifying, evaluating and selecting a target business, we expect to encounter intense competition from other entities having
a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and
effecting business combinations, either directly or through affiliates. Many if not virtually most of these competitors possess
far greater financial, human and other resources compared to our resources. While we believe that there are numerous potential
target businesses that we may identify, our ability to compete in acquiring certain of the more desirable target businesses will
be limited by our limited financial and human resources. Our inherent competitive limitations are expected by Management to give
others an advantage in pursuing the acquisition of a target business that we may identify and seek to pursue. Further, any of
these limitations may place us at a competitive disadvantage in successfully negotiating a business combination. Our Management
believes, however, that our status as a reporting public entity with potential access to the United States public equity markets
may give us a competitive advantage over certain privately-held entities having a similar business objective in acquiring a desirable
target business with growth potential on favorable terms.





6







If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from existing competitors
of the business we acquire. In particular, certain industries which experience rapid growth frequently attract an increasingly
larger number of competitors, including those with far greater financial, marketing, technical and other resources than the initial
competitors in the industry in which we seek to operate. The degree of competition characterizing the industry of any prospective
target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have
the resources to compete effectively, especially to the extent that the target business is in a high-growth industry.



Item
1A. Risk Factors



Smaller
reporting companies are not required to provide the information required by this Item 1A.



Item
1B. Unresolved Staff Comments



None



Item
2. Properties



The
Company has no property.



Item
3. Legal Proceedings



There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company,
any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.



Item
4. Mine Safety Disclosures



Not
applicable.





7







PART
II



Item
5. Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Market
Information



Information
was not available



The
last reported sales price of our common stock on the OTCMarkets on July 17, 2020, was $0.013.



Dividend
Policy



We
have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of
Directors and will depend on our then current financial condition, results of operations, capital requirements
and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on
our ability to declare or pay dividends.



Holders



As
of July 10, 2020, there were 492,404,893 shares of common stock issued and outstanding, which were held by approximately 304 stockholders
of record.



Equity
Compensation Plans



We
do not have any equity compensation plans.



Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities



None.



Purchases
of Equity Securities by the Small Business Issuer and Affiliated Purchasers



None.



Item
6. Selected Financial Data.



Smaller
reporting companies are not required to provide the information required by this Item 6.



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



The
following discussion should be read in conjunction with the Company’s consolidated financial statements, which are included
elsewhere in this Form 10-K.



Results
of Operations



For
the year ended December 31, 2005 compared to the year ended December 31, 2004



Revenue



For
the year ended December 31, 2005, the Company generated $-0- in revenues. For the year ended December 31, 2004, the Company generated
$-0- in revenues.





8







Expenses



For
the year ended December 31, 2005, we incurred operating expenses in the amount of $-0-. For the year ended December 31, 2004,
we incurred operating expenses of $-0-



Net
Loss



The
company recorded a net operating loss of $-0- for the twelve-month period ended December 31, 2005 compared to a net income for
the same period in 2004 of $-0-.



Liquidity



As
of December 31, 2005, the Company has no business operations and no cash resources other than that provided by Management. We
are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management
and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative
expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going
concern without interim financing provided by Management. As of December 31, 2005, we had $0 in cash. As of December 31, 2004,
we had $-0- in cash and cash equivalents.



If
we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable
to us, if at all. The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations
under the Exchange Act. At present, the Company has no financial resources to pay for such services.



On
December 31, 2005 and December 31, 2004 we have had $0 in current assets and $0 in current assets, respectively. As of December
31, 2005, we had $38,047 in current liabilities. As of December 31, 2004, we had $38,047 in current liabilities.



We
had no cash flow from operations during the year ended December 31, 2005.



Off-Balance
Sheet Arrangements



As
of December 31, 2005 and 2004, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K promulgated under the Securities Act of 1934.



Contractual
Obligations and Commitments



As
of December 31, 2005 and 2004, we did not have any contractual obligations.



Critical
Accounting Policies



Our
significant accounting policies are described in the notes to our financial statements for the year ended December 31, 2005 and
2004, and are included elsewhere in this registration statement.



Going
Concern



The
Company’s consolidated financial statements have been presented on a going concern basis which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. As more fully described below, the liquidity of the
Company has been adversely affected by significant losses from operations. The Company reported a net loss of $-0- for the year
ended December 31, 2005. As of December 31, 2005, the Company had written-off all its assets and had a working capital deficit
and stockholders’ deficit of $51,344. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern without additional capital contributions. Management’s immediate plans are to restructure the Company’s existing obligations
and attempt to raise additional capital and to acquire income producing oil and gas properties.



Due
to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report
on the financial statements for the year ended December 31, 2005, our independent auditors included an explanatory paragraph regarding
concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing
the circumstances that lead to this disclosure by our independent auditors.



The
continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities
by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and future cash commitments.



Critical
Accounting Policies



The
financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles
in the United States and are expressed in US dollars.





9







Use
of Estimates



The
preparation of financial statements in conformity with United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting
period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The
Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.



Recent
Accounting Pronouncements



The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial
position or results of operations.



In
May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting
for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (hereinafter “SFAS No. 150”).
SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many
of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after
May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company
has not yet determined the impact of the adoption of this statement.



In
April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment
of Statement 133 on Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 149”). SFAS No. 149 amends
and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts,
and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This
statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the financial position or results of
operations of the Company.



In
January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 “Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51” (hereinafter “FIN 46”). FIN 46 requires certain variable interest entities
to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics
of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created
or acquired after January 31, 2003. The provisions of FIN 46 must be applied for the first interim or annual period beginning
after June 15, 2003. The Company does not have any entities that require disclosure or new consolidation as a result of adopting
the provisions of FIN 46.



In
December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,”
(“SFAS No. 148”). SFAS 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative
methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee
compensation. In addition, it also amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects
on reported results of an entity’s accounting policy decisions with respect to stock-based employee compensation. The provisions
of the statement are effective for financial statements for fiscal years ending after December 15, 2002. Prior to the issuance
of SFAS No. 148, the Company adopted the fair value based method of accounting for stock-based employee compensation. Thus, the
Company’s financial reporting will not be significantly effected by SFAS 148.



In
June 2002, the FASB issued SFAS No. 146, “Accounting for Exit or Disposal Activities.” This statement addresses the
recognition, measurement, and reporting of costs associated with exit and disposal activities. SFAS No. 146 is applicable to restructuring
activities and costs related to terminating a contract that is not a capital lease and one-time benefit arrangements received
by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF Issue No. 94-3, “Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).”
Under SFAS No. 146 the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred
rather than at the date the Company committed to the exit plan.



This
statement is effective for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Previously
issued financial statements will not be restated. The provisions of EITF Issue No. 94-3 will continue to apply for exit plans
initiated prior to the adoption of SFAS No. 146.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk



As
a “smaller reporting company” we are not required to provide this information.





10







Item
8. Financial Statements.



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of Sipp International
Industries, Inc.:



We were engaged to audit the accompanying
balance sheets of Sipp International Industries, Inc. (“the Company”) as of December 31, 2005 and 2004 and the related
statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. As described in the following
paragraph, because the Company’s records were not sufficient, we were not able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.



Basis for Disclaimer Opinion:



We were not engaged as auditors of the
Company until June of 2020 at which time much of the audit evidence necessary to provide a basis for an audit opinion had been
destroyed or lost. We were unable to satisfy ourselves by other audit procedures concerning the assets and liabilities held at
December 31, 2005 and 2004, as well as the revenues and expenses recognized for the year then ended. As a result of these matters,
we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded assets,
liabilities, revenue and expenses.



We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
Because of the matters described in the Basis for Disclaimer Opinion paragraph above, however, we were not able to obtain sufficient
appropriate audit evidence to provide a basis for an audit opinion.



The company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 Company’s internal control over financial reporting. Accordingly, we express no such
opinion.



Because of the significance of the matters
described in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements.



Substantial Doubt about the Company’s
Ability to Continue as a Going Concern



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the
Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ BF Borgers CPA PC

B F Borgers CPA PC



We have served as the Company’s auditor
since 2020

Lakewood, CO
July 31, 2020



F-1







SIPP INTERNATIONAL INDUSTRIES, INC.

(UNAUDITED) BALANCE SHEETS



(amounts in thousands except per share data)



|                                                |  | December 31, |         |   | December 31, |  
|----------------------------------------------- |  | ------------ | ------- | - | ------------ | -
|                                                |  | 2005         |         |   | 2004         |  
|                                                |  |              |         |   |              |  
|ASSETS                                          |  |              |         |   |              |  
|Total Assets                                    |  | $            | -       |   |              | $
|                                                |  |              |         |   |              |  
|LIABILITIES & STOCKHOLDERS’ DEFICIT             |  |              |         |   |              |  
|                                                |  |              |         |   |              |  
|Current liabilities                             |  |              |         |   |              |  
|Debts maturing within one year                  |  | $            | 11,795  |   |              | $
|Accounts payable -trade                         |  |              | 7,142   |   |              |  
|Due to related parties                          |  |              | 19      |   |              |  
|Due to principal stockholder                    |  |              | 7,821   |   |              |  
|Other payable                                   |  |              | 5,420   |   |              |  
|Tax payable                                     |  |              | 967     |   |              |  
|Accrued expenses and other accrued liabilities  |  |              | 4,883   |   |              |  
|Total current liabilities                       |  |              | 38,047  |   |              |  
|                                                |  |              |         |   |              |  
|Long term debts                                 |  |              | 2,419   |   |              |  
|                                                |  |              |         |   |              |  
|Minority Interests in Consolidated Subsidiaries |  |              | 10,878  |   |              |  
|                                                |  |              |         |   |              |  
|Commitments and contingencies                   |  |              | -       |   |              |  
|                                                |  |              |         |   |              |  
|Stockholders’ Equity                            |  |              |         |   |              |  
|Common Stock                                    |  |              | 1,102   |   |              |  
|Additional paid- in capital                     |  |              | 9,729   |   |              |  
|Retained earnings                               |  |              | (62,175 | ) |              |  
|Total Stockholders’ Equity (Deficit)            |  |              | (51,344 | ) |              |  
|Total Liabilities and Stockholders’ (Equity)    |  | $            | -       |   |              | $



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



F-2







SIPP INTERNATIONAL INDUSTRIES, INC.

(UNAUDITED) STATEMENTS OF OPERATIONS



(amounts in thousands except per share data)



|                                                         |  | YEARS ENDED  |       
|-------------------------------------------------------- |  | ------------ | ------
|                                                         |  | December 31, |       
|                                                         |  | 2005         |       
|Net sales                                                |  | $            | -     
|Rental income                                            |  |              | -     
|Total operating revenue                                  |  |              | -     
|                                                         |  |              |       
|Operating Expenses:                                      |  |              |       
|Manufacturing and other cost of sales                    |  |              | -     
|Sales and marketing                                      |  |              | -     
|General and administrative                               |  |              | -     
|Research and development                                 |  |              | -     
|Depreciation and amortization                            |  |              | -     
|Other operating costs                                    |  |              | -     
|Total operating expenses                                 |  |              | -     
|Income (Loss) from operations                            |  |              | -     
|Other income (expense)                                   |  |              |       
|Interest (expense)                                       |  |              | -     
|Other income (loss), net                                 |  |              | -     
|Other (expense) net                                      |  |              | -     
|Income (loss) before provision for income taxes          |  |              | -     
|Provision for income taxes                               |  |              |       
|Income before minority interest                          |  |              | -     
|Minority interest in income of consolidated subsidiaries |  |              | -     
|Net income                                               |  | $            | -     
|                                                         |  |              |       
|Basic and diluted earnings (loss) per common share       |  | $            | -     
|                                                         |  |              |       
|Weighted average number of shares outstanding            |  |              | 27,461



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



F-3







SIPP INTERNATIONAL INDUSTRIES, INC.

(UNAUDITED) STATEMENTS OF CASH FLOWS



(amounts in thousands except per share data)



|                                                                                            |  | YEARS ENDED  |  
|------------------------------------------------------------------------------------------- |  | ------------ | -
|                                                                                            |  | December 31, |  
|                                                                                            |  | 2005         |  
|Cash Flows From Operating Activities:                                                       |  |              |  
|Net income (loss)                                                                           |  | $            | -
|Adjustments to reconcile net income to net cash provided by (used for) operating activities |  |              |  
|Loss on disposal of assets-net of cash                                                      |  |              | -
|Net cash provided by operating activities                                                   |  |              | -
|                                                                                            |  |              |  
|Cash Flows From Investing Activities:                                                       |  |              |  
|Net cash provided by (used for) investing activities                                        |  |              | -
|                                                                                            |  |              |  
|Cash Flows From Financing Activities:                                                       |  |              |  
|Net cash provided by (used for) financing activities                                        |  |              | -
|                                                                                            |  |              |  
|Net Increase (Decrease) In Cash                                                             |  |              | -
|Cash At The Beginning Of The Period                                                         |  |              | -
|Cash At The End Of The Period                                                               |  | $            | -
|                                                                                            |  |              |  
|Supplemental disclosure of cash flow information:                                           |  |              |  
|Cash paid for income taxes                                                                  |  | $            | -
|Cash paid for interest                                                                      |  | $            | -



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



F-4







SIPP INTERNATIONAL INDUSTRIES, INC.

(UNAUDITED) STATEMENTS OF CHANGES IN
STOCKHOLDERS’ EQUITY



(amounts in thousands except per share data)



|                           |  |              |            |  |         |   |       | Additional |  |   |          |  |  | Stockholders’ |        
|-------------------------- |  | ------------ | ---------- |  | ------- | - | ----- | ---------- |  | - | -------- |  |  | ------------- | -------
|                           |  | Common stock |            |  | Paid-in |   |       | Retained   |  |   | Equity/  | 
|                           |  | Shares       |            |  | Value   |   |       | Capital    |  |   | Earnings |  |  | (Deficit)     |        
|                           |  |              |            |  |         |   |       |            |  |   |          |  |  |               |        
|Balance, December 31, 2003 |  |              | 27,461,290 |  |         | $ | 1,102 |            |  | $ | 9,729    |  |  | $             | 8,732  
|                           |  |              |            |  |         |   |       |            |  |   |          |  |  |               |        
|Net (loss)                 |  |              |            |  |         |   |       |            |  |   |          |  |  |               | (70,907
|                           |  |              |            |  |         |   |       |            |  |   |          |  |  |               |        
|Balance 31, 2004           |  |              | 27,461,290 |  |         | $ | 1,102 |            |  | $ | 9,729    |  |  | $             | (62,175
|                           |  |              |            |  |         |   |       |            |  |   |          |  |  |               |        
|Net income (loss)          |  |              |            |  |         |   |       |            |  |   |          |  |  |               | -      
|                           |  |              |            |  |         |   |       |            |  |   |          |  |  |               |        
|Balance, December 31, 2005 |  |              | 27,461,290 |  |         | $ | 1,102 |            |  | $ | 9,729    |  |  | $             | (62,175



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



F-5







NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED

SIPP
INTERNATIONAL INDUSTRIES, INC.

f/k/a
Industries International, Incorporated

DECEMBER
31, 2005 AND DECEMBER 31, 2004



(amount
in thousands, except share data)



1. DESCRIPTION
OF BUSINESS



Sipp
International Industries, Inc f/k/a Industrial International, Inc., (the “Company” or “IDUL”), a Nevada
corporation, incorporated under the laws of the state of Nevada on January 11, 1991. IDUL was accepted for quotation on the OTC
Bulletin Board on December 7, 2001, and organized originally to propose, plan and developing a golf course in either Moapa area
or Overton Valley area in Nevada.



As
described in Note 2 below, before the reorganization with Broad Faith Limited (“BFL”), a company incorporated under
the International Business Companies Act of the British Virgin Islands on February 10, 2003, IDUL was a development stage company,
which, other than a proposed golf course project in Nevada, has had no operations. After recapitalization, IDUL exited the development
stage in the quarter ended March 31, 2003.



IDUL
and its subsidiaries are principally engaged in the development, production and distribution throughout China of communications
terminal products, mainly corded and cordless telephones which are sold under the trademark, Wondial (TM) through a 69.5296% owned
affiliate, Shenzhen Wonderland Communication Science & Technology Company Limited (“Wondial”) and battery testing
equipment and battery products through a 72.84% owned affiliate, Wuhan Lixing Power Sources Company Limited (“WLPS”).



On
May 17, 2004, the Company filed its Form 10-Q for the quarter ended March 31, 2004. On May 24, 2004, the Company’s auditors,
Moores, Rowland, and Mazars resigned due to a disagreement with the Company and due to the fact that they had not reviewed the
Company’s 10-Q filing prior to submission to the SEC. Subsequent to the filing for March 31, 2004, the Company stopped reporting
until a Form 15-12G was filed on July 18, 2011. As a result, for the purposes of these financial statements, all assets were considered
disposed of as of December 31, 2004, and all liabilities reflected on the Company’s balance sheet as of December 31, 2003,
remained and were carryforward without change.



2. BASIS
OF PRESENTATION AND REORGANIZATION



a) Recapitalization



Effective
February 10, 2003, pursuant to an Amended and Restated Agreement and Plan of Share Exchange, IDUL merged with an operating entity,
BFL, resulting in the stockholders and management of BFL having actual and effective control of IDUL.



For
accounting purposes, the transaction has been treated as a recapitalization of BFL with IDUL being the legal survivor and BFL
being the accounting survivor and the operating entity. These transactions are considered as capital transactions in substance
rather than business combinations. That is, the historical financial statements prior to February 10, 2003, are those of BFL,
even though they were labeled as those of IDUL.



The
recapitalization transaction was effected by an exchange of stock under which the sole stockholder of BFL, Mr. Tsui Kit, had exchanged
all of the outstanding shares (2 shares) of BFL for 14,065,972 new shares of IDUL.





F-6







In
the recapitalization, historical stockholders’ equity of the accounting acquirer, BFL, before the merger was retroactively restated
for the equivalent number of shares received (14,065,972 shares) in the merger with an offset to additional paid-in capital. Retained
earnings of the accounting survivor, BFL, is carried forward after the recapitalization. Operations before the recapitalization
are those of the accounting survivor, BFL. Earnings per share for periods prior to the recapitalization are restated to reflect
the equivalent number of shares. Upon completion of the transaction, the financial statements become those of the operating company,
with adjustments to reflect the changes in equity structure and receipt of the assets/liabilities of the public shell, IDUL. Following
the recapitalization, IDUL held 100% of the issued and outstanding shares of BFL and Mr. Tsui Kit (and/or his designees) became
the principal stockholder of IDUL.



b) Merger
under common control



On
May 14, 2003, IDUL acquired all issued and outstanding shares of Li Sun Power International Limited (“LPI”), a company
incorporated in the British Virgin Islands on September 19, 2000, from Mr. Tsui Kit, who is the majority stockholder of IDUL as
well as the Chief Executive Officer and a director of IDUL. By acquiring the capital stock of LPI, IDUL becomes the beneficial
owner of LPI’s approximately 72.84% interest in WLPS, a leading lithium and lithium-ion battery manufacturer in PRC.



The
acquisition of LPI is intended to enhance the Company’s consolidated competitive position in both telephone and battery markets
in PRC. The consideration for the merger was 3,941,358 restricted shares of common stock of IDUL and obligation of USD7,662, which
shall be in the form of a promissory note payable in cash or common stock of IDUL at the discretion of IDUL.



Since
IDUL acquired shares in LPI from its controlling stockholder, Mr. Tsui Kit, the transaction was considered a transfer among companies
under common control. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141 “Business
Combination” (Appendix D), the method of accounting for such transfer of equity interests was similar to a pooling of interest
method and the acquisition is reflected as if it had occurred at the beginning of the earliest period presented.



The
entire 3,941,358 restricted shares of common stock of IDUL was considered outstanding from the beginning of the period and recorded
at the carrying amount of the net assets of LPI, without regard to the fair value of the stock. The obligation of USD7,662 to
Mr. Tsui Kit was recorded as due to a principal stockholder of the Company as of the beginning of the earliest period presented.
See “Recent issued accounting pronouncements” within Note 3 below for the adoption of SFAS No. 150.



3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES



Accounting
principles and basis of consolidation



The
consolidated financial statements and accompanying notes are presented and prepared in accordance with generally accepted accounting
principles in the United States of America (“US GAAP”). The accompanying consolidated financial statements include the
accounts of IDUL and its subsidiaries in which IDUL has a controlling financial interest. See “Basis of financial statements
presentation and reorganization” within Note 2 above for more information based on the presentation of the consolidated financial
statements.



All
significant intercompany accounts and transactions have been eliminated.





F-7







Revenue
recognition



Net
sales represent the invoiced value of goods, net of value-added tax (“VAT”), returns, and sales incentive. Wondial makes
sales to distributors in first-tier distribution channels. These distributors then arrange to sell products to second-tier distribution
channels or directly to the consumer. These first-tier distributors are generally given privileges to good credit terms but at
the same time, they are responsible for marketing and repairing the products. The Company generally recognizes product revenue
when persuasive evidence of an arrangement exists, the delivery has occurred, the fee is fixed or determinable, and collectibility
is probable. The Company adopts a policy of including handling costs incurred for finished goods, which are not significant, in
the sales and marketing expenses. The Company accrues for warranty costs, sales returns, and other allowances based on its experience.



During
2003 and 2002, Wondial offers a customer (“distributor”) a rebate (“sales incentive”) of a specified amount
of cash consideration that is redeemable only if the customer completes a specified cumulative level of purchases. The Company
recognizes the cost of the offer in a systematic and rational manner over the period in which the underlying revenue transactions
that qualify the distributor for the sales incentive take place. According to EITF Issue No.01-9, “Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products)”, such sales incentive is treated as a reduction
of revenue.



Research
and development



All
cost of research and development activities are expensed as incurred.



Advertising
and promotion costs



Advertising
and promotion costs are expensed when the advertisement or commercial appears in the selected media.



Income
taxes



Provision
for income and other related taxes has been provided in accordance with the tax rates and laws in effect in PRC.



The
Company did not carry on any business and did not maintain any branch office in the United States of America. No provision for
withholding or U.S. federal income taxes or tax benefits on the undistributed earnings and / or losses of the Company has been
provided as the earnings of the Company, in the opinion of the management, will be reinvested indefinitely.



Income
tax expense is computed based on pre-tax income included in the consolidated statement of operation. Income taxes have been provided,
using the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences
of temporary differences between the carrying amounts and tax bases assets and liabilities and their reported amounts. The tax
consequences of those differences are classified as current or non-current based upon the classification of the related assets
or liabilities in the consolidated financial statements.



Cash
equivalents



Cash
equivalents include all highly liquid investments, generally with original maturities of three months or less that are readily
convertible to a known amount of cash and are so near maturity that they represent the insignificant risk of changes in value
because of changes in interest rates.





F-8







Marketable
securities



Marketable
securities designated as available-for-sale, whose fair values are readily determinable, are carried at fair value with unrealized
gains or losses included are a component of accumulated other comprehensive income. Equity securities classified as trading securities
as carried at fair value with unrealized gains or losses included in income. Realized gains and losses are determined on the average
cost method and reflected in income.



Inventories



All
inventories are stated at the lower of weighted average cost or market. Potential losses from obsolete and slow-moving inventories
are provided for when identified. Costs of work-in-progress and finished goods are composed of direct materials, direct labor,
and an attributable portion of manufacturing overheads.



Property,
plant, and equipment



Property,
plant, and equipment is stated at original cost less accumulated depreciation and amortization.



The
cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working
condition and location for its intended use. Expenditures incurred after the assets have been put into operation, such as repairs
and maintenance, overhaul, and minor renewals and betterments, are normally charged to operating expenses in the period in which
they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the
future economic benefits expected to be obtained from the use of the assets, the expenditure is capitalized.



When
assets are sold or retired, their costs and accumulated depreciation are eliminated from the consolidated financial statements
and any gain or loss resulting from their disposal is recognized in the year of disposition as an element of other income, net.



Depreciation
is provided to write off the cost of property, plant and equipment using the straight-line method at rates based on their estimated
useful lives of assets from the date on which they become fully operational and after taking into account their estimated residual
values.



Accounting
for the impairment of long-lived assets



The
long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as
a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing
the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to
sell.



Operating
leases



Leases
where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating
leases. Rental receivables and payables under operating leases are recognized as income and expenses respectively on the straight-line
basis over the lease terms.





F-9







Earnings
per share



The
basic earnings per share are computed by dividing income available to common stockholders by the weighted-average number of common
stocks outstanding during each period as restated as a result of the recapitalization, merger under common control, and one-for-four
reverse split, as described in Notes 2 and 5 respectively. The computation of diluted earnings per share is same to the computation
of basic earnings per share except that the weighted-average number of shares outstanding is adjusted to include estimates of
additional shares that would be issued if potentially dilutive common stocks had been issued. In addition, income available to
common stockholders is adjusted to include any changes in income or loss that would result from the assumed issuance of the dilutive
common stocks. There were no dilutive securities outstanding during any of the years.



Foreign
currency translation



The
Company considers Renminbi as its functional currency as a substantial portion of the Company’s business activities are
based in Renminbi.Transactions in currencies other than functional currency during the year are translated into the
functional currency at the applicable rates of exchange prevailing at the time of the transactions. Monetary assets and
liabilities denominated in currencies other than the functional currency are translated into the functional currency at the
applicable rates of exchange in effect at the balance sheet date. Exchange gains and losses are dealt with in the
consolidated statement of operation.



Use
of estimates



The
preparation of the consolidated financial statements in conformity with USGAAP requires the Company’s 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 of financial statements and the reported amounts of revenues and expenses during the reported periods. Actual amounts
could differ from those estimates. Estimates are used for, but not limited to, the accounting for certain items such as allowance
for doubtful accounts, depreciation, and amortization, inventory allowance, taxes, and contingencies.



Allowance
for doubtful accounts



Accounts
receivable are stated at the amount billed to customers plus any accrued and unpaid interest. The Company recognizes an allowance
for doubtful accounts to ensure trade and other receivables are not overstated due to uncollectible. The Company’s estimate is
based on a variety of factors, including historical collection experience, existing economic conditions, and a review of the current
status of the receivable. Interest income and late fees on impaired receivables are recognized only when payments are received.



Stock-based
compensation



The
Company accounts for employee stock-based compensation using the intrinsic value method prescribed in APB 25 whereby the options
are granted at market price, and therefore no compensation costs are recognized. Compensation cost for stock-based compensation
is measured as the excess, if any, of the market price of its common stock at the date of grant over an amount that must be paid
to acquire the stock. Deferred compensation cost on restricted stock awards is shown as a reduction to stockholder’s equity and
recognized over the requisite vesting periods.





F-10







The
Company accounts for non-employee stock-based compensation in accordance with SFAS No. 123 “Accounting for Stock-Based Compensation”
and EITF 96-18 “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction
with Selling, Goods or Services”. The stock-based awards are measured on the earlier of (1) the performance commitment date
or



(1) The
date the services required under the arrangement have been completed and recognized on the cliff vesting basis.



Restricted
stocks are nontransferable and subject to forfeiture for periods prescribed by the Company. The employee’s right to the full enjoyment
of the stock is conditioned on the future performance of services or on continued employment. When restricted stock is forfeited
(the employee terminates prior to the lapsing of restrictions), compensation cost previously recognized is reversed and any unrecognized
compensation is charged back to additional paid-in capital.



SFAS
No.123, “Accounting for Stock-Based Compensation,” established accounting and disclosure requirements using a fair-value
based method of accounting for stock-based employee compensation plans. The Company has elected to retain its current method of
accounting as described above and has adopted the disclosure requirements of SFAS No.123.



Related
parties



Parties
are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Parties are also considered to be related if they
are subject to common control or common significant influence.



Recently
issued accounting pronouncements



In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities
and Equity. SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics
of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.



Earnings
per share



Basic
earnings per share is computed based upon the weighted average number of shares of common stock outstanding during each period
as restated as a result of the recapitalization, merger under common control and one-for-four reverse split, as described in Notes
2 and 5.



Diluted
earnings per share is computed based upon the weighted average number of shares of common stock and dilutive common stock equivalents
outstanding during the periods presented. The diluted earnings per share computations also include the dilutive impact of options
to purchase common stock which were outstanding during the period calculated by the “treasury stock” method. The performance-based
unvested stock which is contingent upon satisfying conditions are not included in the computation of diluted earnings per share
until all conditions for issuance are met.



Country
risks



The
Company may be exposed to the risks as a result of its sales operation being related in PRC. These include risks associated with,
among others, the political, economic and legal environmental and foreign currency exchange. The Company’s results may be adversely
affected by change in the political and social conditions in PRC, and by changes in governmental policies with respect to laws
and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among
other things. The Company’s management does not believe these risks to be significant. There can be no assurance, however, those
changes in political and other conditions will not result in any adverse impact.





F-11







Cash
and time deposits



The
Company maintains its cash balances and investments in time deposits with various banks and financial institutions located in
PRC. In common with local practice, such amounts are not insured or otherwise protected should the financial institutions be unable
to meet their liabilities. There has been no history of credit losses. There are neither material commitment fees nor compensating
balance requirements for all outstanding loans of the Company.



There
are no significant commitment fees or requirements for compensating balances associated with any lines of credit.



4.
DEBTS



Long-term
debts consisted primarily of $2,419 in bank loans at an interest rate of 5.49% due in 2005. The interests on amounts borrowed
under the various loan, agreements are at market rates.



5.
COMMON STOCK



As
of December 31, 2002, the authorized capital of IDUL is USD200 divided into 5,000,000 shares of common stock, par value US dollar
0.04 par value, with one vote for each share.



As
described in Notes 2(a) and 4 above, on February 10, 2003, 1,249,215 shares, represented by the outstanding shares of IDUL before
recapitalization, were issued and offset against the additional paid-in capital, for the historical book value of net monetary
liability of IDUL before recapitalization.



On
April 10, 2003, IDUL amended and restated its Articles of Incorporation to authorize 125,000,000 shares of common stock and 2,500,000
shares of preferred stock.



On
May 12, 2003, the board of directors of IDUL approved and declared a one-for-four reverse split of IDUL’s common stock, thereby
decreasing the number of issued and outstanding shares and increasing the par value of each share. The number of common shares
and per- share amounts shown in these financial statements have been retroactively restated to reflect the reverse split. The
reverse stock split become effective on June 2, 2003.



On
May 14, 2003, 3,941,358 restricted shares of common stock of IDUL, at par value, were issued for the acquisition of 100% interest
in LPI and were considered outstanding from the beginning of the period as described in Note 2(b) above.



As
described in Note 3 above, on June 10, 2003, IDUL issued 665,860 restricted shares of common stock of IDUL, for a value of
USD2,670 to acquire an additional 4.2372% interest in an affiliate, Wondial.



As
described in Note 8 below, during the fiscal year 2003, the principal stockholder of IDUL, Mr. Tsui Kit, established a stock plan
(“PS Plan”) to grant restricted stock awards of 1,281,519 shares, which was issued to him for recapitalization and acquisition
of LPI, to employee (1,057,666 shares),



6.
DISTRIBUTION OF INCOME



The
Company’s income is substantially contributed by two majority-owned subsidiaries, Wondial and WLPS, limited companies incorporated
in PRC. Income of Wondial and WLPS is distributable to their stockholders after transfer to dedicated reserves as required under
relevant PRC rules and regulations and their articles of association.





F-12







Dedicated
reserves include statutory surplus reserve and statutory public welfare fund. In accordance with the relevant PRC Companies Law
and rules and regulations, Wondial and WLPS, are required to transfer amounts equal to 10% and 5% of its income after taxation
to the statutory surplus reserve and statutory public welfare fund respectively.



The
statutory surplus reserve can only be utilized to offset prior years’ losses or for capitalization as paid-in capital, whereas
the statutory public welfare fund shall be utilized for collective staff welfare benefits such as the building of staff quarters
or housing. No distribution of the remaining reserves shall be made other than on liquidation of Wondial and WLPS.



7.
PENSION COSTS



As
stipulated by PRC regulations, the Company maintains a defined contribution retirement plan for all of its employees who are residents
of PRC. All retired employees of the Company are entitled to an annual pension equal to their basic annual salary upon retirement.
The Company contributed to a state-sponsored retirement plan approximately 9% of the basic salary of its employees and has no
further obligations for the actual pension payments or post-retirement benefits beyond the annual contributions. The state-sponsored
retirement plan is responsible for the entire pension obligations payable to all employees.



8.
TAXATION



The
Company are subject to income taxes on an entity basis on income arising in or derived from the tax jurisdictions in which they
operate.



As
of December 31, 2005, and 2004, IDUL had a net operating loss carry-forward for income tax reporting purposes of approximately
$-0- that might be offset against future taxable income. Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs. Therefore, following the recapitalization as mentioned before,
the amount available to offset future taxable income might be limited. No tax benefit has been reported in the financial statements,
because the Company believes there is more likely than not the carry-forwards will be limited. Accordingly, the potential tax
benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.



No
provision for withholding or United States federal or state income taxes or tax benefits on the undistributed earnings and/or
losses of the Company’s subsidiaries has been provided as the earnings of these subsidiaries, in the opinion of the management,
will be reinvested indefinitely. Determination of the amount of unrecognized deferred taxes on these earnings is not practical,
however, unrecognized foreign tax credits would be available to reduce a portion of the tax liability. Among the Company’s subsidiaries,
BFL, SIL and LPI, are not liable for income taxes.



9. STOCK-BASED COMPENSATION



During
the fiscal year 2003, IDUL has granted various stock options and stock-based awards under (1) EI Plan and (2) PS Plan which are
described below.



(1)
EI Plan



EI
Plan was approved by IDUL’s board of directors and stockholders on February 28, 2003, and April 7, 2003, respectively. EI Plan
is intended to provide incentives to attract, retain and motivate both eligible employees and directors of the Company, as well
as consultants, advisors, and independent contractors who provide valuable services to the Company (any such person hereinafter
called a “Participant”).





F-13







The
EI Plan will be administered by the board or by a committee of the board. Within certain limits, the administrator of the EI Plan,
whether the board or a committee thereof, will be authorized to select eligible Participants to receive awards under the EI Plan,
determine the number of shares included in such awards, determine the form, term, vesting, exercisability, and required payment,
if any, of such awards, and to make any other determinations necessary or useful for the administration of the EI Plan. The administrator
of the EI Plan may issue options with an exercise price equal to or above 85% of the market price of our common stock at the date
of issuance, except that (i) Incentive Stock Options must have an exercise price equal to or above the market price as of the
date of issuance, and (ii) options issued to Participants who beneficially own at least 10% of IDUL’s issued and outstanding common
stock must have an exercise price equal to or above 110% of the market price on the date of issuance. The administrator of the
EI Plan may set any period of time, up to ten years, for the expiration of options, except that options issued to Participants
who beneficially own at least 10% of our issued and outstanding common stock must expire within five years from the date of issuance.
Options granted under the EI Plan can only be exercised by delivery to the administrator of an exercise agreement in a form approved
by the administrator.



Initially,
3,750,000 shares of IDUL’s common stock are reserved for issuance under EI Plan. On October 2, 2003, a further 5,000,000 shares
of IDUL are reserved under EI Plan. Under EI Plan, awards may consist of grants of options to purchase IDUL’s common stock (either
Incentive Stock Options (for eligible persons) or Non-Qualified Stock Options, as each is defined in the Internal Revenue Code),
grants of restricted common stock, or grants of unrestricted common stock.



a)
Stock options



Stock
options under EI Plan have been granted to officers, other employees and directors to purchase shares of common stock at or above
85% of the market price of IDUL’s common stock at the date of issuance. Generally, these options, whether granted from the current
plans, become exercisable over staggered periods, but expire after 10 years from the date of the grant. On May 13, 2003, 425,000
and 125,000 unrestricted stock options were issued to directors of the Company and a non-employee respectively.



As
described above, the Company adopted the disclosure requirements of SFAS No. 123, but elected to continue to measure compensation
expense in relation to options granted to employees in accordance with APB No. 25. Accordingly, no compensation expense is recorded
for the 425,000 stock options granted to employees because the exercise price of IDUL’s stock options is equal to or greater than
the market price of the underlying stock on the date of grant. Had compensation expense been determined based on the estimated
fair value of options granted in the second quarter of fiscal 2003, consistent with the methodology in SFAS No. 123, net income
and earnings per share would have been reduced. See “Stock-based compensation” within Note 3 above for the disclosure
under SFAS No. 123.



The
options granted had a weighted average “fair value” per share on date of grant of USD4.16. For purposes of pro forma
disclosure, the estimated fair value of the options is amortized to expense over the options’ vesting periods, i.e., 5 years as
prescribed under EI Plan. The fair value of the option grant is estimated on the date of the grant using the Black-Scholes option
pricing model, assuming no dividends and the following weighted average assumptions used for grants in the fiscal year 2003:



|Risk-free interest rate |  |  | 4.61     | %
|----------------------- |  |  | -------- | -
|Expected volatility     |  |  | 99.14    | %
|Contractual life        |  |  | 10 years |  



On
May 13, 2003, 125,000 stock options were granted to a non-employee for her five years of service from July 1, 2003. Consistent
with the methodology in SFAS No. 123 and according to EITF D-90 “Grantor Balance Sheet Presentation of Unvested, Forfeiture
Equity Instruments Granted to a Nonemployee”, those unvested and forfeitable equity instruments was treated as unissued for
accounting purposes until the future services are received. In the third quarter of the fiscal year 2003, the non-employee failed
to fulfill an obligation under the service agreement and the option will be canceled.





F-14







10. REPORT
ON SEGMENT INFORMATION



The
Company’s operations are classified into three reportable business segments: communication terminal products, mainly corded and
cordless telephone which are sold under the trademark, Wondial (TM), battery testing equipment and battery products. The Company’s
three reportable business segments are identified separately based on fundamental differences in their operations. There are no
material intersegment sales.



11. RELATED PARTY TRANSACTIONS



Name
and relationship of related parties



|NAME                                                      |  | RELATIONSHIP
    WITH THE COMPANY                                                  
|--------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Shenzhen
    Ligaofa Electronic Company Limited 
(“SLFE”) |  | Joint
    venturer of a PRC affiliate and under
    control of cousin and mother of
|Tsui
    Kit Wonderland Telecommunication Industrial      |  | Under
    common control of Tsui Kit                                               
|(Hong
    Kong) Company Limited (“WTI”)                   |  |                                                                                    
|LPI                                                       |  | Under
    common control of Tsui Kit                                               
|WLPS                                                      |  | Under
    common control of Tsui Kit                                               
|Wuhan
    Lixing (Torch) Power Sources Company            |  | Under
    common control of Tsui Kit Limited                                       
|(“WLTPS”)                                                 |  |                                                                                    
|Tsui
    Kit                                              |  | Principal
    stockholder and director of IDUL                                     
|BTUEG                                                     |  | Stockholder
    of Wondial                                                         
|Yu
    Weijiang                                           |  | Brother-in-law
    of Tsui Kit                                                     
|Xu
    Dong                                               |  | Sister
    of Tsui Kit                                                             
|Xu
    Zhiyong                                            |  | Brother
    of Tsui Kit                                                            
|Zhang
    Ernong                                          |  | General
    manager of Wondial                                                     
|EiUUE-D-DEOA(3)IEuOuO-DI
    (1)<<E3/4                    |  | Minority
    shareholder of an affiliate of                                        
|WLPS
    Oi(3)<172>O(cent)                                |  | Director
    and shareholder of WLPS                                               
|                                                          |  | Director
    of an affiliate of WTLPS                                              



12. COMMITMENTS



Operating
leases



Future
minimum rental payments to be received on non-cancelable operating leases are contractually due as follows:



|2004 |  | $ | 377 | 
|---- |  | - | --- | 
|2005 |  | $ | 531 | 



There
were no contingent rentals under the respective lease contracts.



13.
SUBSEQUENT EVENTS



On
December 9, 2003, IDUL announced that it has initiated a program to buy back up to 500,000 shares of its outstanding common stock.
Before the end of fiscal year 2003, IDUL has entered into an agreement with a third party to repurchase 200,000 shares of common
stock of IDUL at USD2.93 per share. The consideration was settled in January 2004.



In
January 2004, IDUL’s wholly-owned subsidiary, BFL entered into an agreement to dispose its 95% owned affiliate, Shenzhen Kexuntong
Industrial Company Limited (“SKI”) which owned 68.7288% shareholdings in Wondial to its principal stockholder, Mr. Tsui
Kit, for a purchase price equal to 105% of the appraised value of net assets of SKI as of December 31, 2003 (the “Purchase
Price”). The Purchase Price shall be payable by the cancellation of amount of USD7,662 due to Mr. Tsui Kit in connection
with the acquisition of LPI, as described in Note 2 (b) above and the transfer to IDUL of such number of shares of restricted
common stock of IDUL owned by Mr. Tsui Kit (the aggregate fair market value of which shall be set at the closing price of such
shares as of the date of the execution of the acquisition agreement) equal to the difference between the Purchase Price and the
obligation of USD7,662. The disposal is expected to close after March 2004.





F-15







On
February 25, 2004, IDUL completed a private equity financing pursuant to which it raised gross proceeds of USD5,800. The transaction
was a unit offering pursuant to which IDUL issued a total of 2,521,745 shares of common stock together with warrants to purchase
an additional 756,530 shares of common stock. The price per unit was $2.30 and the warrant exercise price is $2.70 per share.



On
May 24, 2004, the Company received a letter of resignation from its independent auditors, Moores Rowland Mazars (“Moores
Rowland”). The letter from Moores Rowland stated that its review of the Company’s March 31, 2004, Form 10-Q Quarterly Report,
which was filed with the Securities and Exchange Commission on May 17, 2004, was not complete and therefore the document should
not have been filed.



Moores
Rowland audited the Company’s financial statements for the years ended December 31, 2002 and 2003. Moores Rowland’s reports on
the Company’s financial statements for the years ended December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.



During
the years ended December 31, 2002 and 2003, there were no disagreements between the Company and Moores Rowland on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Moores Rowland, would have caused Moores Rowland to make reference to the subject matter of the
disagreements in connection with its reports on the Company’s financial statements. In addition, there were no such events as
described under Item 304(a)(1)(v) of Regulation S-K during such period.



However,
during the interim period from January 1, 2004 through the date of Moores Rowland’s resignation on May 24, 2004, there was disagreement
between the Company and Moores Rowland in connection with the filing of the March 31, 2004 Form 10-Q Quarterly Report. There are
three primary events for which Moores Rowland believes the disclosures were not properly or fully disclosed in such document:



(1) the
SKI Disposal and its completion as defined herein;



(2) the
April 5, 2004 Assignment as defined herein; and



(3) the
Wondial Bankruptcy Order as defined herein.



There
was a disagreement between the Company and Moores Rowland as to the issue of whether the Company provided adequate disclosure
with respect to the disposal of the SKI assets, either in a Form 8-K Current Report or in the Company’s March 31, 2004, Form 10-Q
Quarterly Report filed on May 17, 2004. SKI, a subsidiary of Broad Faith Limited, which is a wholly-owned subsidiary of the Company,
was sold to the Company’s Chairman and CEO, Dr. Kit Tsui. The agreement with respect to this transaction was disclosed in the
notes to the Company’s financial statements, which were included in the December 31, 2003, Form 10-K Annual Report, and the closing
of the transaction was disclosed in the Company’s March 31, 2004, Form 10-Q Quarterly Report. Dr. Tsui acquired SKI’s surplus
equipment used to manufacture analog and digital cordless and traditional corded phones so that the Company could focus on the
more profitable telecommunications products distribution business. Dr. Tsui paid the Company $12,318,840 by agreeing to surrender
1,206,435 shares of the Company’s common stock. Also, he agreed to eliminate $7.662 million in debt the Company owed him and assumed
$8.77 million in bank debt that SKI owed. The accounting firm of Shenzhen Fa Wei provided a fairness opinion in connection with
the sale of the assets.





F-16







Further,
on April 5, 2004, Dr. Tsui, Shenzhen Wonderland Communication Science & Technology Company Limited (“Wondial”),
a subsidiary of SKI, and a PRC bank signed an assignment agreement making Wondial the obligor of debt amounting to approximately
$25 million, which Dr. Tsui personally owed to a PRC bank. Accordingly, subsequent to April 5, 2004, Wondial owed the bank approximately
$25 million. Moores Rowland contends that the assignment occurred before Wondial was seized by the Chinese government on April
27, 2004, which would have been a violation of the Sarbanes-Oxley Act as a related-party transaction had the closing of the SKI
Disposal occurred after the April 5, 2004 Assignment. However, the Company maintains that the transaction did not occur in that
manner. It is the Company’s position that SKI and, accordingly, Wondial, was disposed of on March 29, 2004, in the sale to Dr.
Tsui and not as a result of the April 27, 2004 bankruptcy seizure as alleged by Moores Rowland. Since the April 5, 2004 Assignment
and Wondial Bankruptcy Order occurred after the effective date of the SKI Disposal, it is the Company’s position that any transaction
between Dr. Kit Tsui and Wondial subsequent to that date would not be deemed a related party transaction.



Finally,
Moores Rowland stated that it was unable to complete its review of the March 31, 2004, Form 10-Q Quarterly Report because it was
unable to examine a full set of accounting books and records of Wondial for the three months ended March 31, 2004. Such information
with respect to the finances and accounting of Wondial had not been provided to Moores Rowland because Wondial’s documents had
been seized and its offices closed by the Shenzhen Intermediate People’s Court pursuant to a Bankruptcy Order on April 27, 2004.
Moores Rowland noted in its correspondence to the Company that it did not fully review the March 31, 2004, Form 10-Q Quarterly
Report and did not have adequate information about Wondial’s operations for the three months ended March 31, 2004. The Company
believes that Moores Rowland did have access to this information prior to its seizure. Nevertheless, Moores Rowland believes these
issues were not addressed to its satisfaction.



Information
may have come to the attention of Moores Rowland that could if further investigated, materially impact the fairness, reliability,
or presentation of the financial statements issued subsequent to the date of the December 31, 2003, audited financial statements.
However, because of Moores Rowland’s resignation, it was not able to conduct a further investigation. Moores Rowland, in correspondence
dated May 14, 2004, advised the Company to file a notice of late filing and cautioned directors not to file the March 31, 2004,
Form 10-Q Quarterly Report until its review was complete. Moreover, on May 18, 2004, Moores Rowland advised directors of the Company
to (i) file an amendment to the March 31, 2004, Form 10-Q Quarterly Report to notify the Securities and Exchange Commission that
a full accounting review had not been completed, (ii) obtain legal advice as to that issue, and (iii) attend to any unresolved
matters. The Company maintains that it received correspondence from Moores Rowland indicating that it did review the financial
statements contained in the March 31, 2004 Form 10-Q Quarterly Report. The Company is investigating these matters further and
will continue to disclose any further information as it arises.



On
July 15, 2011, the Company filed Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities
Exchange Act of 1934 or suspension of duty to file reports under sections 13 and 15(d) of the Securities Exchange Act of 1934.



On
July 11, 2019, Custodian Ventures LLC, applied for appointment as Custodian of the Company by the Eighth Judicial District Court
of Nevada. On August 28, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as the custodian
for Sipp International Industries, Inc., proper notice having been given to the officers and directors of Sipp International Industries,
Inc. There was no opposition. On August 29, 2019, the Company filed a certificate of revival with the state of Nevada, appointing
David Lazar as, President, Secretary, Treasurer, and Director.





F-17







Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.



N/A
– The Company did not have any auditors after December 31, 2003.



Item
9A. Controls and Procedures



EVALUATION
OF DISCLOSURE CONTROLS



Under
the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December
31, 2005. Based on this evaluation, our principal executive officer and principal financial officer has concluded that, because
of the material weaknesses in our internal control over financial reporting due to lack of segregation of duties discussed below,
the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the
Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are
designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange
Act is accumulated and communicated to management, including our principal executive officer and principal financial officer,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Notwithstanding
the material weaknesses discussed below, our principal executive officer and principal financial officer has concluded that the
consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position,
results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in
the United States.



Management’s
Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control
over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for
external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes
policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect
our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial
statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide
reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on
our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control
over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be
prevented or detected.



Our
management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2005 based on the framework
inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis. Based on management’s assessment, including consideration of the control
deficiencies discussed below, management has concluded that the Company’s internal control over financial reporting was not effective
as of December 31, 2005 due to the fact that there was a material weakness in its internal control over financial reporting. Specifically,
through the investigation discussed above, management identified a lack of segregation of duties as well as errors in financial
statement presentation and disclosure.



Lack
of Segregation of Duties



Management
is aware that there is a lack of segregation of duties at the Company due to the lack of employees dealing with general administrative
and financial matters. However, at this time management has decided that considering the abilities of the employees now involved
and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of
hiring employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management
will periodically reevaluate this situation.



In
order to mitigate the foregoing material weakness, we have engaged an outside accounting consultant with significant experience
in the preparation of financial statements in conformity with U.S. GAAP to assist us in the preparation of our financial statements
to ensure that these financial statements are prepared in conformity to U.S. GAAP. Management believes that this will lessen the
possibility that a material misstatement of our annual or interim financial statements will be prevented or detected on a timely
basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant
to the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under
the Dodd-Frank Wall Street Reform and Consumer Protection Act.



Changes
in Internal Control Over Financial Reporting



There
have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item
9B. Other Information.



None.





11







PART
III



Item
10. Directors, Executive Officers and Corporate Governance



All
Directors of the Company hold office until the next annual meeting of the security holders or until their successors have been
elected and qualified. The officers of the Company are appointed by the Board of Directors and hold office until their death,
resignation or removal from office. The Directors and Executive Officers, their ages, positions held, and duration as such, are
as follows:



|Name            |  | Position
    Held with the Company                           |  | Age |  | Date
    First Elected or Appointed
|--------------- |  | ------------------------------------------------------------ |  | --- |  | -----------------------------------
|David
    Lazar |  | President,
    CEO, Treasurer, CFO, Secretary, sole Director |  | 29  |  | August
    29, 2019                



Business
Experience



The
following is a brief account of the education and business experience during at least the past five years of each current Director,
Executive Officer and key employee of the Company, indicating the person’s principal occupation during that period, and
the name and principal business of the organization in which such occupation and employment were carried out.



Mr.
David Lazar, 29, is a private investor with business experience. Mr. Lazar has been a partner at Zenith Partners International
since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief
Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing
member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted
as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David
has a diverse knowledge of financial, legal and operations management, public company management, accounting, audit preparation,
due diligence reviews and SEC regulations. David Lazar is also the sole officer and director of Melt, Inc. and Zhongchai Machinery,
Inc., both of which are blank check companies. His expertise includes early-stage company capital restructuring, debt financing,
capital introductions, and mergers and acquisitions. Mr. Lazar was selected to serve as a director due to his knowledge of the
capital markets, his judgment in assessing business strategies and accompanying risks, and his expertise with smaller reporting
companies. Mr. Lazar and his affiliates have not, within the past five years, filed any bankruptcy petition, been convicted in
or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving
the violation of any state or federal securities laws.



Employment
Agreements



We
have no formal employment agreement with David Lazar who is our sole employee, Directors or officer.



Family
Relationships



None.





12







Involvement
in Certain Legal Proceedings



None
of our Directors, Executive Officers, promoters or control persons has been involved in any of the following events during the
past 10 years:



1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent
or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any corporation or business association of which he
was an Executive Officer at or within two years before the time of such filing;



2.
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses;



3.
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:



| | i.   | Acting
    as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
    transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any
    of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director
    or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
    any conduct or practice in connection with such activity
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ii.  | Engaging
    in any type of business practice; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | iii. | Engaging
    in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
    Federal or State securities laws or Federal commodities laws;                                                                                                                                                                                                                                                                                                                                                                                                     



4.
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal
or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity
described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;



5.
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal
or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,
suspended, or vacated;



6.
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;



7.
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding,
not subsequently reversed, suspended or vacated, relating to an alleged violation of:



| | i.   | Any
    Federal or State securities or commodities law or regulation; or                                                                                                                                                                                                                                      
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                               
| | ii.  | Any
    law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
    injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or
    removal or prohibition order; or
| |      |                                                                                                                                                                                                                                                                                                               
| | iii. | Any
    law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or                                                                                                                                                                                                  



8.
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any
self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or persons associated with a member.





13







Code
of Ethics



As
of the date of filing, the Company has not adopted a corporate code of ethics. The Company has never adopted a corporate code
of ethics, and the new management of the Company has not yet made plans to formulate such a code.



Board
and Committee Meetings



Our
Board of Directors currently consists of one member, Mr. David Lazar. The Board of Directors held no formal meetings during the
year ended December 31, 2020. Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted
by resolutions consented to in writing by all the Directors and filed with the minutes of the proceedings of the Directors. Such
resolutions consented to in writing by the Directors entitled to vote on that resolution at a meeting of the Directors are, according
to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors
duly called and held.



Nomination
Process



During
the year ended December 31, 2005, we did not effect any material changes to the procedures by which our shareholders may recommend
nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director
candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate
our company’s requirements as well as the qualifications of each candidate when the Board of Directors considers a nominee
for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our Board of Directors, they
may do so by sending communications to the President of our Company at the address on the cover of this Comprehensive Annual Report
on Form 10-K.



Audit
Committee



Currently
the Company does not have an Audit Committee. The Company intends to appoint audit, compensation and other applicable committee
members as it identifies individuals with pertinent expertise.



Audit
Committee Financial Expert



Our
Board of Directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item
407(d)(5)(ii) of Regulation S-K. The Company intends to appoint audit, compensation and other applicable committee members as
it identifies individuals with pertinent expertise.



Item
11. Executive Compensation



No
executive compensation was paid during the fiscal years ended December 31, 2005 and 2004. The Company has no employment agreement
with any of its officers and directors.



Outstanding
Equity Awards at Fiscal Year End



None
of our executive officers received any equity awards, including, options, restricted stock or other equity incentives during the
fiscal year ended December 31, 2005 and 2004.



Compensation
of Directors



During
the year ended December 31, 2005 and 2004, no officer received any compensation solely for service as a director.





14







Compensation
Committee Interlocks and Insider Participation



During
the fiscal years of 2005 and 2004, we did not have a standing compensation committee. Our board of directors was responsible for
the functions that would otherwise be handled by the compensation committee. The sole director conducted deliberations concerning
executive officer compensation, including directors who were also executive officers. David Lazar, as our sole director, has authority
and discretion to determine his own compensation for serving as the Company’s President and Chief Executive Officer.



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



The
following table sets forth, as of March, 2020 certain information with respect to the beneficial ownership of our common shares
by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current
Directors and Executive Officers as a group. Each person has sole voting and investment power with respect to the shares of Common
Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except
as otherwise indicated.



Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the
voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right
to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.
In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting
power with respect to the number of shares of Common Stock actually outstanding on June 30, 2020. As of June 30, 2020, there were
492,404,893 shas of our company’s Common Stock issued and outstanding.



|                                                       |  | Amount and    |             |     |              | 
|------------------------------------------------------ |  | ------------- | ----------- | --- | ------------ | 
|                                                       |  | Nature        |             |     |              | 
|                                                       |  | of Beneficial |             |     | Percentage   | 
|Name and Address of Beneficial Owner                   |  | Ownership     |             |     | of Class (1) | 
|David Lazar(2)                                         |  |               | 49,200      | (3) |              | 
|                                                       |  |               |             |     |              | 
|Directors and Executive Officers as a Group (1 person) |  |               | 49,200      |     |              | 
|                                                       |  |               |             |     |              | 
|5% or greater shareholders                             |  |               |             |     |              | 
|Chan Ku EE (4)                                         |  |               | 130,000,000 |     |              | 



|(1) | Percentages
    are calculated based on 2,486,076,963 shares of the Company’s Common Stock issued and outstanding on December 31, 2020.                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Address
    at 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036. The shares are held by Custodian Ventures, LLC,
    which is controlled by David Lazar
|(3) | TMI
    Tower 22nd, F#A6, Chan Wan, Hong Kong                                                                                                                    



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



Mr.
Lazar, the Company’s Court-appointed custodian is considered a related party. As of July 1, 2020, he had extended $25,686
in interest free demand loans to the Company.





15







Director
Independence



The
Company does not have a separately designated nominating committee of our Board of Directors. None of our directors is deemed
to be independent, as such term is defined in the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”).



Item
14. Principal Accounting Fees and Services.



|                   |  | Year Ended   |   |  | Year Ended   |  
|------------------ |  | ------------ | - |  | ------------ | -
|                   |  | December 31, |   |  | December 31, |  
|                   |  | 2005         |   |  | 2004         |  
|Audit Fees         |  | $            | 0 |  |              | $
|Audit-Related Fees |  | $            | 0 |  |              | $
|Tax Fees           |  | $            | 0 |  |              | $
|Total              |  | $            | 0 |  |              | $



Our
Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed
and approved by the Board of Directors either before or after the respective services were rendered.



Our
Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision
of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.





16







PART
IV



Item
15. Exhibits. Financial Statement Schedules.



Exhibits





|Exhibit No. |  | Description                                                                     
|----------- |  | --------------------------------------------------------------------------------
|            |  |                                                                                 
|31.1*       |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.              
|            |  |                                                                                 
|31.2*       |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.              
|            |  |                                                                                 
|32.1*       |  | Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.





17







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereto duly authorized.



|                           | SIPP
    International INDUSTRIES, Inc.
|-------------------------- | ---------------------------------------
|                           | (Registrant)                           
|                           |                                        
|Dated:
    August 24, 2020 | By:                                    
|                           |                                        
|                           |                                        
|                           |                                        
|                           |                                        
|Dated:
August 24, 2020     | By:                                    
|                           |                                        
|                           |                                        
|                           |                                        



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



|Dated:
August 24, 2020 | By: | /s/
    David Lazar                                
|---------------------- | --- | ---------------------------------------------------
|                       |     | David
    Lazar                                    
|                       |     | President,
    Chief Executive Officer and Director
|                       |     |                                                    
|Dated:
August 24, 2020 | By: | /s/
    David Lazar                                
|                       |     | David
    Lazar                                    
|                       |     | Treasurer,
    Chief Financial Officer and Director







18