SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                              FORM 10-K
(Mark One)

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

             For the fiscal year ended December 31, 2013


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                   Commission file number 000-54829

                               UPOD, INC.
           (Exact name of registrant as specified in its charter)

                     SIDEGATE ACQUISITION CORPORATION
          (Former Name of Registrant as Specified in its Charter)

            Delaware                           46-1873883
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)


                             1110 Brickell Avenue
                                   Suite 430
                             Miami, Florida 33131
           (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:   305-728-2006

Securities registered pursuant to Section 12(b) of the Act:  None

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

             Common Stock, $.0001 par value per share
                    (Title of class)


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

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.

						[  ] Yes   [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

						[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).

						[ X ] Yes   [   ] No

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


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

Large Accelerated filer  [  ]       Accelerated filer         [   ]
Non-accelerated filer    [  ]       Smaller reporting company [ X ]
  (do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company
   (as defined in Rule 12b-2 of the Exchange Act).

						[ X ] Yes   [  ] No

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.

							    $ 0

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

       Class                                  Outstanding at
                                               April 1, 2014

Common Stock, par value $0.0001                 2,600,000
Documents incorporated by reference:            None


                               PART I

Item 1.  Business


      UPOD, Inc. (formerly Sidegate Acquisition Corporation)
("UPOD" or the "Company") was incorporated on July 23, 2012 under the
laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception.

     In addition to a change in control of its management and shareholders,
the Company's operations to date have been limited to issuing shares and
filing a registration statement on Form 10 pursuant to the Securities
Exchange Act of 1934. The Company was formed to provide a method for a
foreign or domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act of 1934.

     The Company registered its common stock on a Form 10 registration
statement filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 12(g) thereof which became automatically
effective 60 days thereafter.

    The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.

     Change in Control:

    On September 27, 2013, the following events occurred which resulted in
a change of control of the Company:

    The Company redeemed an aggregate of 19,900,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,990.

    James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company.  Messrs. Cassidy
and McKillop each beneficially retain 50,000 shares of the Company's
common stock.

     Nicholas Agar was named as the sole director of the Company
and serves as its President.

     On September 27, 2013 the Company issued 2,500,000 shares of its
common stock at par representing 96% of the then total outstanding
20,500,000 shares of common stock.

     The Company has no employees and only one director who also serves as
the Company's sole officer.

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

CURRENT ACTIVITIES

      The Company is designed to develop by merger and/or acquisition or
by development of its business plan currently developed multiple logic
based non-correlated automated systems to identify opportunities to effect
and execute transactions in the foreign exchange market utilizing definitive
indicators and mathematical computations to maximize the optimal time for
automatic implementation of an order. The Company has developed a combination
of non-correlated systems to use different models for any type of market with
a continuous screening of market conditions and volatility.  The Company
anticipates that it will profit from the sale of the software to third parties
and be reimbursed a portion of the commission charge from each transaction
executed utilizing the software.

     If and when the Company chooses to enter into a business combination
with a private company or another, it will likely file a registration
statement after such business combination is effected.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  The Company may wish to structure
the business combination to be within the definition of  a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.

     As of December 31, 2013, the Company had not generated revenues and
had no income or cash flows from operations since inception.  At December
31, 2013, the Company had sustained a net loss of $41,248 and had an
accumulated deficit of $42,605.

     The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern.  At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

      There is no assurance that the Company will ever be profitable.

Item 2.  Properties

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
its president at no cost to the Company.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.


Item 4.  Mine Safety Disclosures.

      Not applicable.

                              PART II

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

      There is currently no public market for the Company's securities.

     Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.

     The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.

     Since inception, the Company has sold securities which
were not registered as follows:

                                            NUMBER OF
DATE                     NAME               SHARES       CONSIDERATION

July 30, 2012	   Tiber Creek Corporation     10,000,000    $1,000
		                        (9,950,000 redeemed 1/24/2014)

July 30, 2012      MB Americus LLC            10,000,000      $1,000
                                        (9,950,000 redeemed 1/24/2014)

September 27,
   2013            Nicholas Agar              2,500,000        $ 250



Item 6.  Selected Financial Data.

	There is no selected financial data required to be filed for
a smaller reporting company.


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

   the Company has no operations nor does it currently engage in any
business activities generating revenues.  The Company's principal
business objective is to achieve a business combination with a target
company.

     As of December 31, 2013, the Company had not generated revenues and had
no income or cash flows from operations since inception.  At December 31,
2013, the Company had sustained a net loss of $41,248 and had an
accumulated deficit of $42,605.

    The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the Company
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

   The Company is designed to develop by merger and/or acquisition or
by development of its business plan currently developed multiple logic
based non-correlated automated systems to identify opportunities to effect
and execute transactions in the foreign exchange market utilizing definitive
indicators and mathematical computations to maximize the optimal time for
automatic implementation of an order. The Company has developed a combination
of non-correlated systems to use different models for any type of market with
a continuous screening of market conditions and volatility.  The Company
anticipates that it will profit from the sale of the software to third parties
and be reimbursed a portion of the commission charge from each transaction
executed utilizing the software.

   A likely target company with which the Company may effect a
business combination is one seeking the perceived benefits of a reporting
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business  opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.

    In analyzing prospective a business combination, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors.  This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.

   While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

2013 Year-End Analysis

      The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and incorporation and
accounting fees as required for incorporation and for the preparation
of the Company's financial statements.

     As of December 31, 2013, the Company had not generated revenues
and had no income or cash flows from operations since inception.  At
December 31, 2013, the Company had sustained a net loss of $41,248 and
had an accumulated deficit of $42,605.

Item 8.  Financial Statements and Supplementary Data

     The financial statements for the year ended December 31, 2013
are attached hereto.

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

     There were no disagreements with the Company's accountants on
accounting or financial disclosure for the period covered by this
report.

Item 9A.   Controls and Procedures

    Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules.  This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).

     There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of the evaluation.  Based upon that evaluation, the principal
executive officer believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer is directly involved in the
current day-to-day operations of the Company.

Management's Report of Internal Control over Financial Reporting

     The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2012, based on the criteria establish in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treaedway Commission.  Based on this evaluation, management
concluded that the Company's internal control over financial reporting
was effective as of December 31, 2013, based on those criteria. A
control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues
have been detected.

     The independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

     There have been no changes in the Company's internal controls over
financial reporting  during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

Item 9B.  Other Information

     Not applicable.

                             PART III

Item 10.  Directors, Executive Officers, and Corporate Governance;


     The Directors and Officers of the Company are as follows:

      Name                      Positions and Offices Held
     -----------------               -----------
     Nicholas Agar              President, Director
     Jireh Wong                 Director

Management of the Company

     The Company has no full time employees.

    On September 27, 2013 James Cassidy and James McKillop,
both directors of the Company and the then president and vice president,
respectively, resigned as directors and all offices of the Company.
Messrs. Cassidy and McKillop each beneficially retain 50,000 shares of
the Company's common stock.

    On September 27, 2013 Nicholas Agar was named as the sole director of
the Company and appointed its President.  On March 19, 2014, Jireh Wong
was named an additional director of the Company and its Vice President.

    Nicholas Agar serves as the director and president of the Company.
Mr. Agar received his Bachelor of Arts degree from the University of Western
Ontario in 1999 and his Applied Information Technology Business Administration
Degree from the Dalhousie University and the Information Technology Institute
in 2001.  Mr. Agar has served as a strategic consultant since 2008 in the
international finance field working with Monexo in Dusseldorf, Germany, the
Swiss Investment Fund in Malta, and the Pacific Allegiance Capital LLC in
Nevis.

   Jireh Wong serves as a director of the Company and also Vice President
of Strategic Development. He has over 15 years experience in finance. Since
1998, Mr. Wong has been employed by DBRS Ltd., a full-service rating agency,
in various capacities ranging from credit analyst in structured finance and
securitizations, to manager of IT and systems development, to sales and
business development. As a credit analyst, Mr. Wong was responsible for the
development of quantitative simulation models used in the analysis of complex
portfolio default and loss behavior. In his current capacity, Mr. Wong is head
of Corporate Business Development and is responsible for corporate ratings
origination and sales and marketing. In 1994, Mr. Wong received a Bachelor
of Applied Science degree in Electrical Engineering, from the University
of Toronto a field in which he worked prior to his career in finance.


Conflicts of Interest

    There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

     Code of Ethics.  The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.  The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital.  The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied.  Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code.  At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.

     Corporate Governance.  For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors.  The Company has no activities, and receives no
revenues.  At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.

      Because there are only three shareholders of the Company, there is
no established process by which shareholders to the Company can nominate
members to the Company's board of directors.  Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.

Item 11.  Executive Compensation

     The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The officers and directors are not accruing any compensation
pursuant to any agreement with the Company.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

     The Company does not have a compensation committee for
the same reasons as described above.


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

     The following table sets forth, as of December 31, 2013, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock.  The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.

Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock(1)

James Cassidy (2)                    50,000                 2%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop (3)                   50,000                 2%
9454 Wilshire Boulevard
Beverly Hills, California 90212

Nicholas Agar			     2,500,000		    96%
1110 Brickell Avenue
Suite 430
Miami, Florida 33131

All Executive Officers and           2,500,000
Directors as a Group (1 Person)

     (1)  Based on 2,600,000 shares outstanding.
     (2)  As the sole director and shareholder of Tiber Creek
Corporation may be deemed to be the beneficial owner of the shares
owned by it.
     (3)  As the sole director and shareholder of MB Americus
LLC may be deemed to be the beneficial owner of the shares
owned by it.

Item 13.  Certain Relationships and Related Transactions and
	  Director Independence

   Nicholas Agar is the majority shareholder of the Company and
also serves as its president and one of its two directors.

    As the organizers and developers of Sidegate Acquisition
Corporation the predecessor name to the Company, James Cassidy and
James McKillop may be  considered promoters.  Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until January 24, 2014 the date of the change in control,
without repayment.

    The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely  Mr. Hauge would not be considered an independent director if
it were to do so.


Item 14.  Principal Accounting Fees and Services.

    The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees.  The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.


Audit Fees

     The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:

                         December 31, 2012      December 31, 2013
	                 -----------------      -----------------

Audit-Related Fees          $ 750 		    $ 750

	The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.



                        PART IV


Item 15.  Exhibits, Financial Statement Schedules

	There are no financial statement schedules nor exhibits filed
herewith.  The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.

<PAGE>


FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                  1

Balance Sheet as of December 31, 2013 and December 31, 2012              2

Statement of Operations for December 31, 2013 and for the period
   from July 23, 2012 (Inceeption) to December 31, 2013                  3

Statement of Changes in Stockholders Equity for the period
   from July 23, 2012 (Inception) to December 31, 2013                   4

Statement of Cash Flows for the year ended December 31, 2013
   and for the period from July 23, 2012 (Inceeption) to
   December 31, 2013                    				 5

Notes to Financial Statements

<PAGE>
------------------------------------------------------------


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ANTON &                                    CERTIFIED PUBLIC ACCOUNTANTS
CHIA

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
UPOD Inc. (a development stage company)

We have audited the accompanying balance sheets of UPOD Inc. (the
"Company") (a development stage company) as of December 31, 2013 and
2012, and the related statements of operations, stockholders' equity
and cash flows for December 31, 2013 and for the period from July 23,
2012 (Inception) through December 31, 2013. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit 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.
The Company was 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
effectiveness of Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2013 and December 31, 2012 and the results of its operations
and its cash flows for the year ended December 31, 2013 and from July 23,
2012 (Inception) through December 31, 2013, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which
includes the raising of additional equity financing or merger with another
entity. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Anton & Chia LLP
Newport Beach, CA
April 10, 2014

                                         2
<PAGE>
--------------------------------------------------------







                                UPOD, INC.
            (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                       (A DEVELOPMENT STAGE COMPANY)
                               BALANCE SHEETS
<TABLE>
<CAPTION>
              ASSETS

                                          December 31,    December 31,
                                              2013          2012
                                          -----------     -----------
<S>                                       <C>             <C>
  Current assets
    Cash                                   $      260      $   2,000
                                           -----------     -----------
                Total assets               $      260      $   2,000
                                           ===========     ===========


           LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities                      $       -       $     350
                                           -----------     -----------
                Total liabilities                  -             350
                                           -----------     -----------

  Stockholders' equity
      Preferred stock, $0.0001 par value,
      20,000,000 shares authorized; none
      issued and outstanding

      Common Stock; $0.0001 par value,
      100,000,000 shares authorized;
      2,600,000 and 20,000,000 shares
      issued and outstanding, respectively         260          2,000

      Additional paid-in capital                42,605          1,007

      Deficit accumulated during development
        stage                                  (42,605)        (1,357)
                                            -----------     -----------
                Total stockholders' equity         260          1,650

                Total liabilities and
                   stockholders' equity     $      260      $   2,000
                                            ===========     ===========



      The accompanying notes are an integral part of these financial statements
</TABLE>
                                         3
<PAGE>
-------------------------------------------------------


                                UPOD, INC.
            (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                       (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                         For the period from
                                                           July 23, 2012
                                     For the year ended    (Inception) to
                                     December 31, 2013    December 31, 2013

                                     -----------------    -----------------
<S>                                  <C>                  <C>
  Operating expenses                  $       41,248       $      42,605

  Operating loss                             (41,248)            (42,605)
                                      ================     ================

Loss before income tax                       (41,248)            (42,605)

Income tax                                         -                   -
                                     -----------------    -----------------

Net loss                              $       (41,248)     $       (42,605)
                                      ================     ================

Loss per share - basic and diluted    $         (0.00)     $         (0.00)
                                      ================     ================

Weighted average shares-
        basic and diluted                   15,544,658           20,000,000
                                     -----------------    -----------------

      The accompanying notes are an integral part of these financial statements

</TABLE>
                                         4
<PAGE>
-------------------------------------------------------

                                UPOD, INC.
            (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                       (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                     Deficit
                                                                     Accumulated
                               Common Stock            Additional    During the     Total
                            -----------------------    paid-in       Development    Stockholders'
                            Shares        Amount       Capital       Stage          Equity
                            -----------   ---------    ----------    ----------     ----------
<S>                         <C>           <C>          <C>           <C>            <C>

Balance, July 23,
  2012 (Inception)                  -      $     -      $     -       $      -       $       -

Issuance of Common Stock     20,000,000       2,000           -              -             2,000

Additional paid-in capital          -             -         1,007             -            1,007

Net loss                            -             -            -          (1,357)         (1,357)
                            -----------     --------    ----------     ----------     ----------
                             20,000,000     $  2,000    $    1,007     $  (1,357)      $   1,650
                            ===========     ========    ==========     ==========     ==========

Share redemption            (19,900,000)      (1,990)           -              -          (1,990)

Shares issued for cash        2,500,000          250            -              -             250

Additional paid-in capital          -             -         41,598             -          41,598

Net loss                            -             -              -        (41,248)      (41,248)
                            -----------     ----------    ----------     ----------     ----------
Balance, December 31, 2013    2,600,000      $   260      $  42,605     $ (42,605)      $    260
                            -----------     ----------    ----------     ----------     ----------


      The accompanying notes are an integral part of these financial statements

</TABLE>
                                         5
<PAGE>
-------------------------------------------------------

                                UPOD, INC.
            (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                       (A DEVELOPMENT STAGE COMPANY)
                          STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         For the period from
                                                           July 23, 2012
                                     For the year ended    (Inception) to
                                     December 31, 2013    December 31, 2013

                                     -----------------    -----------------
<S>                                  <C>                  <C>
OPERATING ACTIVITIES

   Changes in Operating Assets
     and Liabilities

   Net loss                           $      (41,248)       $     (42,605)

   Changes in Operating Assets
      and Liabilities

        Accrued liabilities                     (350)                   -
                                     -----------------    -----------------

        Net cash used in
         operating activities                 (41,598)             (42,605)
                                     -----------------    -----------------

FINANCING ACTIVITIES
    Proceeds from issuance of
      common stock                                250                2,250

    Redemption of common stock                 (1,990)              (1,990)

    Proceeds from stockholders'
       additional contribution                 41,598               42,605
                                     -----------------    -----------------
          Net cash provided by
            financing activities               39,858               42,865
                                     -----------------    -----------------

    Net (decrease) increase in cash            (1,740)                 260

    Cash, beginning of period                   2,000                    -
                                     -----------------    -----------------
    Cash, end of period               $           260     $            260
                                     -----------------    -----------------

      The accompanying notes are an integral part of these financial statements

</TABLE>
                                         6
<PAGE>
-------------------------------------------------------
                                UPOD, INC.
           (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Sidegate Acquisition Corporation ("Sidegate" or "the Company") was
incorporated on July 23, 2012 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Sidegate has been in the developmental
stage since inception and its operations to date have been limited to issuing
shares to its original shareholders. Sidegate will attempt to locate and
negotiate with a business entity for the combination of that target company
with Sidegate. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that Sidegate will be successful in locating or
negotiating with any target company. Sidegate has been formed to provide
a method for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities
Exchange Act of 1934.

On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition
Corporation) (the "Company") issued 2,500,000 shares of its common
stock at par representing 96% of the total outstanding 2,600,000
shares of common stock.

On September 27, 2013, the Company redeemed an aggregate of 19,900,000
of the then 20,000,000 shares of outstanding stock at a redemption
price of $.0001 per share for an aggregate redemption price of
$1,990.

On September 27, 2013, Nicholas Agar was named as the President and
Directors of the Company.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP 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 periods.  Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of December 31, 2013 and 2012.

                                         7
<PAGE>
--------------------------------------------------------


                                UPOD, INC.
           (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS



CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of December 31, 2013 and 2012.

INCOME TAXES

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of December 31, 2013 and 2012, there were no
deferred taxes.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflect
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss
of the entity.  As of December 31, 2013 and 2012, there are no outstanding
dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the financial statements on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
financial statements on a nonrecurring basis. The guidance establishes a
fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to measurements
involving significant unobservable inputs (Level 3 measurements). The three
levels of the fair value hierarchy are as follows:

  Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.

  Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.

  Level 3 inputs are unobservable inputs for the asset or liability.

The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.

                                         8
<PAGE>
--------------------------------------------------------


                                UPOD, INC.
           (FORMERLY KNOWN AS SIDEGATE ACQUISITION CORPORATION)
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

The Company is in the development stage and has no revenues or profits
since its inception on July 23, 2012.  The Company has sustained operating
losses since inception. It has an accumulated deficit of $42,605 as of
December 31, 2013.  The Company's continuation as a going concern is
dependent on its ability to generate sufficient cash flows from operations
to meet its obligations, which it has not been able to accomplish to date,
and /or obtain additional financing from its stockholders and/or other third
parties.

These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.

There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Not Adopted

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial
Statements (Top 205): Liquidation Basis of Accounting. The objective of
ASU No. 2013-07 is to clarify when an entity should apply the
liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis
of accounting, as well as any required disclosures. The amendments
in this standard is effective prospectively for entities that determine
liquidation is imminent during annual reporting periods beginning after
December 15, 2013, and interim reporting periods therein. We are
evaluating the effect, if any, adoption of ASU No. 2013-07 will have
on our financial statements.

NOTE 4   STOCKHOLDERS' EQUITY

The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2013,
2,600,000 shares of common stock and no preferred stock were issued
and outstanding.

On July 31, 2012, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.

As of December 31, 2013, the stockholders made a capital contribution
in the amount totalling $42,605 to pay the operating expense incurred
by the Company.

On September 27, 2013, UPOD, Inc. (formerly Sidegate Acquisition
Corporation) (the "Company") issued 2,500,000 shares of its common
stock at par representing 96% of the total outstanding 2,600,000
shares of common stock.

On September 27, 2013, the Company redeemed an aggregate of
19,900,000 of the then 20,000,000 shares of outstanding stock at
a redemption price of $.0001 per share for an aggregate redemption
price of $1,990.

                                     9

<PAGE>

----------------------------------------------


                          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 thereunto
duly authorized.

                             UPOD, INC.
                             Formerly Sidegate Acquisition COrporation


                              By:   /s/ Nicholas Agar
                                        Principal Executive Officer

Dated: April 10, 2014


                              By:   /s/ Nicholas Agar
                                        Principal financial officer

Dated: April 10, 2014


     Pursuant to 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.

NAME                             OFFICE              DATE

/s/ Nicholas Agar               Director          April 10, 2013


/s/ Jireh Wong 		 	Director	  April 10, 2013


<PAGE>