UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





[X]
                    Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended May 31,
      2009[  ]
                    Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ to__________Commission
      File Number:  333-149921





Tupper,
Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
                N/A(State
      or other jurisdiction of incorporation or organization)
                (IRS
      Employer Identification
No.)





#5 Ipil Street Project 3, Quezon City 1102, The
      Philippines(Address
      of principal executive
offices)





001-63-0915-371-1115(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
whether the issuer (1) 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 issuer 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 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
registrant was required to submit and post such files). [  ] Yes [X]
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





[ ]
      Large accelerated filer Accelerated filer
            [ ]
      Non-accelerated filer[X]
      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
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 2,150,000 common shares as of June 24,
2009.




Table of Contents





TABLEOF
      CONTENTS
                          PagePART I – FINANCIAL INFORMATIONItem 1:
                          Financial Statements
                          3Item 2:
                          Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                          4Item 3:
                          Quantitative and Qualitative Disclosures About Market
      Risk
                          8Item 4T:
                          Controls and Procedures
                          8PART II – OTHER INFORMATIONItem 1:
                          Legal Proceedings
                          9Item 1A:
                          Risk Factors
                          9Item 2:
                          Unregistered Sales of Equity Securities and Use of
      Proceeds
                          9Item 3:
                          Defaults Upon Senior Securities
                          9Item 4:
                          Submission of Matters to a Vote of Security
      Holders
                          9Item 5:
                          Other Information
                          9Item 6:
                          Exhibits
                          9
  2
 Table of
Contents




PART
I - FINANCIAL INFORMATION





Item1.     Financial Statements





Our
      financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheet as of May 31, 2009 (unaudited) and February 28,
      2009 (audited);F-2
            Statements of Operations for the three months ended May 31,
      2009 and 2008 and period from January 31, 2008 (Inception) to May 31, 2009
      (unaudited);F-3
            Statement of Stockholders’ Deficit for period from January 31,
      2008 (Inception) to May 31, 2009 (unaudited);F-4
            Statements of Cash Flows for the three months ended May 31,
      2009 and 2008 and period from January 31, 2008 (Inception) to May 31, 2009
      (unaudited);F-5
            Notes to Financial
Statements;








These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the SEC instructions to Form 10-Q.  In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included.  Operating results for the interim period ended May 31,
2009 are not necessarily indicative of the results that can be expected for the
full year.




3
 Table of Contents


TUPPER, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of May 31, 2009 and February 28, 2009
 
 May
      31,
                              2009
                            
                            February
      28,
                              2009(unaudited)
                            
                            (audited)ASSETSCurrent
      AssetsCash
      and equivalents
                            $
                            -0-
                            
                            $
                            -0-Prepaid
      expenses
                            
                            -0-
                            
                            
                            -0-TOTAL
      ASSETS
                            $
                            -0-
                            
                            $
                            -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesLoan
      payable - related party
                            $
                            8,000
                            
                            $
                            6,000Stockholders’
      DeficitCommon
      Stock, $.001 par value, 90,000,000 shares authorized, 2,150,000 shares
      issued and outstanding
                            
                            2,150
                            
                            
                            2,150Preferred
      Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued
      and outstanding
                            
                            -0-
                            
                            
                            -0-Additional
      paid-in capital
                            
                            40,850
                            
                            
                            40,850Deficit
      accumulated during the development stage
                            
                            (51,000)
                            
                            
                            (49,000)Total
      stockholders’ deficit
                            
                            (8,000)
                            
                            
                            (6,000)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                            $
                            -0-
                            
                            $
                            -0-
 
 See
accompanying notes to financial statements.
 F-1
 Table of Contents
 TUPPER, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (unaudited)
 Three
Months ended May 31, 2009 and 2008
 Period
from January 31, 2008 (Inception) to May 31, 2009
 
 Three
      Months Ended
                    May
      31, 2009
                  
                  Three
      Months Ended
                    May
      31, 2008
                  
                  Period
      from
                    January
      31, 2008
                    (Inception)
      to
                    May
      31, 2009Revenues
                  $
                  -0-
                  
                  $
                  -0-
                  
                  $
                  -0-Expenses
      :Professional
      fees
                  
                  2,000
                  
                  
                  37,000
                  
                  
                  51,000Net
      Loss
                  $
                  (2,000)
                  
                  $
                  (37,000)
                  
                  $
                  (51,000)Net
      loss per share:Basic
      and diluted
                  $
                  (0.00)
                  
                  $
                  (0.02)
                  
                  $
                  (0.02)Weighted
      average shares outstanding:Basic
      and diluted
                  
                  2,150,000
                  
                  
                  2,150,000
                  
                  
                  2,150,000
 
 See
accompanying notes to financial statements.
 F-2
 Table of Contents
 TUPPER, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)
 Period
from January 31, 2008 (Inception) to May 31, 2009
 
 Common
      stock
                  
                  Additional
                    paid-in
                  
                  Deficit
                    accumulated
                    during
      the
                    developmentShares
                  
                  Amount
                  
                  capital
                  
                  stage
                  
                  TotalIssuance
      of common stockfor
      cash @$.001
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  -
                  
                  $
                  43,000Net
      loss for the period
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (4,000)
                  
                  
                  (4,000)Balance,
      February 29, 2008
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (4,000)
                  
                  
                  39,000Net
      loss for the period ended February 28, 2009
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (45,000)
                  
                  
                  (45,000)Balance,
      February 28, 2009
                  
                  2,150,000
                  
                  
                  2,150
                  
                  
                  40,850
                  
                  
                  (49,000)
                  
                  
                  (6,000)Net
      loss for the three months ended May 31, 2009
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (2,000)
                  
                  
                  (2,000)Balance,
      May 31, 2009
                  
                  2,150,000
                  
                  $
                  2,150
                  
                  $
                  40,850
                  
                  $
                  (51,000)
                  
                  $
                  (8,000)
 
 See
accompanying notes to financial statements.
 F-3
 Table of Contents
 TUPPER, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (unaudited)
 Three
months ended May 31, 2009 and 2008
 Period
from January 31, 2008 (Inception) to May 31, 2009
 
 Three
      Months Ended
                    May
      31, 2009
                  
                  Three
      Months Ended
                    May
      31, 2008
                  
                  Period
      From
                    January
      31, 2008
                    (Inception)
      to
                    May
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  $
                  (2,000)
                  
                  $
                  (37,000)
                  
                  $
                  (51,000)Change
      in non-cash working capital itemsPrepaid
      expenses
                  
                  -0-
                  
                  
                  2,000
                  
                  
                  -0-CASH
      FLOWS USED BY OPERATING ACTIVITIES
                  
                  (2,000)
                  
                  
                  (35,000)
                  
                  
                  (51,000)CASH
      FLOWS FROM FINANCING ACTIVITIESLoan
      received from related party
                  
                  2,000
                  
                  
                  -0-
                  
                  
                  8,000Proceeds
      from sales of common stock
                  
                  -0-
                  
                  
                  -0-
                  
                  
                  43,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                  
                  2,000
                  
                  
                  -0-
                  
                  
                  51,000NET
      INCREASE (DECREASE) IN CASH
                  
                  -0-
                  
                  
                  (35,000)
                  
                  
                  -0-Cash,
      beginning of period
                  
                  -0-
                  
                  
                  35,000
                  
                  
                  -0-Cash,
      end of period
                  $
                  -0-
                  
                  $
                  -0-
                  
                  $
                  -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
                  $
                  -0-
                  
                  $
                  -0-
                  
                  $
                  -0-Income
      taxes paid
                  $
                  -0-
                  
                  $
                  -0-
                  
                  $
                  -0-
 
 See
accompanying notes to financial statements.
 F-4
 Table of Contents
 TUPPER, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 May
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Tupper,
Inc. (“Tupper”) is a development stage company and was incorporated in Nevada on
January 31, 2008.  We are engaged in the business of developing,
manufacturing, and selling pig watering troughs (the “Product”) specifically for
pig farmers in Asia.Tupper operates out of
office space owned by a director and stockholder of the Company.  The
facilities are provided at no charge.  There can be no assurances that
the facilities will continue to be provided at no charge in the
future.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Basis of
Presentation
 
 The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s Form 10-K filed with the SEC as of and for
the period ended February 28, 2009.  In the opinion of management, all
adjustments necessary in order for the financial statements to be not misleading
have been reflected herein.  The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year.
 
 Cash and
Cash Equivalents
 
 Tupper
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At May 31, 2009 and February 28, 2009, the
Company had $-0- of cash.
 
 Fair
Value of Financial Instruments
 
 Tupper’s
financial instruments consist of cash and cash equivalents and loans payable to
a related party. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
 
 F-5
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 May
31, 2009
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Income
Taxes
 
 Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Tupper
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
LOAN PAYABLE – RELATED PARTY
 
 The
Company has received a loan from a related party to be used for working
capital.  The loan is due upon demand, non-interest bearing, and
unsecured.
 
 NOTE 3 –
INCOME TAXES
 
 For the
periods ended May 31, 2009, Tupper has incurred net losses and, therefore, has
no tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating
loss carry-forward is approximately $51,000 at May 31, 2009, and will expire
beginning in the year 2027.
 
 F-6
 Table of Contents
 TUPPER,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 May
31, 2009
 
 NOTE 3 –
INCOME TAXES (continued)
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2009Deferred
      tax asset attributable to:Net
      operating loss carryover
                        $
                        17,340Valuation
      allowance
                        
                        (17,340)Net
      deferred tax asset
                        $
                        -
 
 NOTE 4 –
LIQUIDITY AND GOING CONCERN
  Tupper
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.
  The
ability of Tupper to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.


F-7
 Table of Contents




Item2.     Management’s Discussion and
Analysis of Financial Condition and Results of Operations





Forward-Looking
Statements





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





Company
Overview





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





Our
operations office is located at #5 Ipil Street Project 3, Quezon City 1102, The
Philippines.




4
 Table of Contents





Plan
of Operation





Product
Development





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





Locate
Suitable Manufacturing





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





Sales
and Distribution Strategy





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





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





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




5
 Table of Contents




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





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





Sales
Personnel





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





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





Expenses





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


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




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




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




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





6
 Table of Contents




Significant
Equipment





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





Results
of Operations for the Three Months Ended May 31, 2009 and Period from January
31, 2008 (Date of Inception) until May 31, 2009.





We
generated no revenue for the period from January 31, 2008 (Date of Inception)
until May 31, 2009. Our Operating Expenses were $2,000 during the three months
ended May 31, 2009, $37,000 for the three months ended May 31, 2008, and $51,000
for the period from January 31, 2008 (Date of Inception) to May 31, 2009. For
each period mentioned, our Operating Expenses consisting entirely of
Professional Fees. We, therefore, recorded a net loss of $2,000 for the three
months ended May 31, 2009, $37,000 for the three months ended May 31, 2008, and
$51,000 for the period from January 31, 2008 (Date of Inception) until May 31,
2009.





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





Liquidity
and Capital Resources





As of May
31, 2009, we had no assets and $8,000 in current liabilities. Thus, we have
working capital deficit of $8,000 as of May 31, 2009.





Operating
activities used $51,000 in cash for the period from January 31, 2008 (Date of
Inception) until May 31, 2009. Our net loss of $51,000 was the sole basis of our
negative operating cash flow. Financing activities during the period from
January 31, 2008 (Date of Inception) until May 31, 2009 $51,000 in cash during
the period, consisting of proceeds from the sale of common stock in the amount
of $43,000 and loans from our officer and director in the amount of
$8,000.





As of May
31, 2009, we have insufficient cash to operate our business at the current level
for the next twelve months and insufficient cash to achieve our business goals.
The success of our business plan beyond the next 12 months is contingent upon us
obtaining additional financing. We intend to fund operations through debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sales of stock or the advancement or
loan of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at all.




7
 Table of Contents





Off
Balance Sheet Arrangements





As of May
31, 2009, there were no off balance sheet arrangements.





Going
Concern




We have
negative working capital, have incurred losses since inception, and have not yet
received revenues from sales of products or services.  These factors
create substantial doubt about our ability to continue as a going
concern.  The financial statements do not include any adjustment that
might be necessary if we are unable to continue as a going concern.





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





Item3.     Quantitative and Qualitative
Disclosures About Market Risk





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





Item4T.     Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of May 31, 2009.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Zandra Grace
Hernandez.  Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of May 31, 2009, our disclosure
controls and procedures are effective.  There have been no changes in
our internal controls over financial reporting during the quarter ended May 31,
2009.





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





Limitations on the
Effectiveness of Internal Controls





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





8
 Table of Contents





PART
II – OTHER INFORMATION





Item1.     Legal Proceedings





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





Item1A:  Risk Factors





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





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended May 31,
2009.





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
                      Description
      of Exhibit31.1
                      Certification of Chief Executive Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                      Certification of Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                      Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





9
 Table of Contents




SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Tupper,
      Inc.Date:
            June
      26, 2009By:       /s/ Zandra Grace
      Hernandez
              Zandra
      Grace Hernandez
              Title:Chief
      Executive Officer and
Director