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United States securities and exchange commission logo
June 6, 2023
Min Jiang
Chief Executive Officer
SIPP International Industries, Inc.
50 West Liberty Street Suite 880
Reno, NV 89501
Re:SIPP International Industries, Inc.
Registration Statement on Form S-1
Filed May 10, 2023
File No. 333-271830
Dear Min Jiang:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 10, 2023
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Nevada holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors.
Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and

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cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose the
location of your auditor’s headquarters and whether and how the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations will affect your company. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover
page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and other
entities when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity. For example, disclose, if
true, that your subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated for accounting purposes but is not an entity in which you own
equity, and that the holding company does not conduct operations. Disclose clearly the
entity (including the domicile) in which investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the applicable
agreements. State whether any transfers, dividends, or distributions have been made to
date between the holding company, its subsidiaries, and consolidated entities, or to
investors, and quantify the amounts where applicable.
5.Please reconcile the disclosure on the cover page that your officers and directors are
"based in China" with the information about your mailing address on page 45 and the
addresses of your officers and directors in Australia and New Zealand on page 48 of this
document. If your officers and directors are located in China, then revise the disclosure to
identify the officers and directors located in China. Also, expand the Business section
beginning on page 41 to include a section to provide the disclosure required by Item
101(g) of Regulation S-K.
6.Please revise the cover page and the summary to disclose, if applicable, that Min Jiang has
sufficient voting power through the ownership of common stock to control or substantially
influence the vote on substantially all corporate matters. In this regard, we note the
disclosure in the table on page 48.
Prospectus Summary, page 1
7.Please include a summary of risk factors that discloses the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and

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enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
8.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
9.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company, and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries to the parent company and U.S. investors as well as the ability to settle
amounts owed under the applicable agreements.
10.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023,
and related regulations if the PCAOB determines that it cannot inspect or investigate
completely your auditor for a period of two consecutive years, and that as a result an

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exchange may determine to delist your securities
Corporate History, page 1
11.Please clarify the relationship, if any, between David Lazar and the public companies
mentioned on page 44.
12.Please disclose the period of time when the registrant was a shell company.  In this regard,
we note the information in the company's public document dated March 8, 2023 that the
company "was previously as (sic) shell company, until November 1, 2022, as the
Company was dormant and had no or little operations."  Also, clarify the disclosure about
the status of the company's operations until November 1, 2022.  For example, we note the
disclosure on page 38 that "Our Company has been dormant since 2007" and the
disclosure on page F-8 that "The company ceased operations in 2014."
Competitive Strengths, page 4
13.Please revise the disclosure on pages 4 and 41 to clearly explain the company's
competitive strengths and growth plan.  For example, clarify what you mean by the
references to "traceable source procurement" and the "consumer business ecological
closed loop."  Also, discuss in greater detail the relationship with the "professional brand
operation and management company" and the "brand management company" mentioned
on pages 4 and 41, such as whether there are written agreements with the company and, if
applicable, the material terms of the agreement.
Growth Plan, page 4
14.Please disclose the amount of funds needed to fund the growth plan mentioned in this
section and the source of the funds.  Also, disclose in this section and the Use of Proceeds
section the amount of proceeds from this offering to be used for the growth plan discussed
on page 4.
15.Please revise the disclosure in this section to consistently refer to the number of
restaurants and the timeframe.  In this regard, we note the references on page 4 to "100
chain restaurants will be opened in 2023-2026" and "the overall chain restaurant scale in
the country could reach 200" in 2023 - 2025.  Also, revise the disclosure in this section to
clarify the difference between "robot restaurants" and "chain restaurants."
Risk Factors, page 10
16.We note the disclosure in the risk factors on pages 11 and 13 about internal controls over
financial reporting and disclosure controls and procedures.  Please include a risk factor to
highlight the risks mentioned on page 38, such as the conclusion that your disclosure
controls and procedures were not effective and the material weaknesses identified by your
CEO and CFO.  Also, revise the disclosure on page 44 to identify your CFO.
Our success depends on our personnel, page 12

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17.Please reconcile the reference on page 12 and elsewhere in your filing to "Zonghan
Wu" with the references on page F-15 to "Zhonghan Wu."
Risks Related to Doing Business in China, page 17
18.We note your disclosure about the Holding Foreign Companies Accountable Act. Please
expand your risk factors to disclose that the Holding Foreign Companies Accountable Act,
as amended by the Consolidated Appropriations Act, 2023, decreases the number of
consecutive “non-inspection years” from three years to two years, and thus, reduces the
time before your securities may be prohibited from trading or delisted.  Update your
disclosure to describe the potential consequences to you if the PRC adopts positions at any
time in the future that would prevent the PCAOB from continuing to inspect or investigate
completely accounting firms headquartered in mainland China or Hong Kong.
19.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
20.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your ability to offer securities to investors and to what extent you believe
that you are compliant with the regulations or policies that have been issued by the CAC
to date.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 36
21.Please expand your liquidity discussion to analyze your ability to generate and obtain
adequate amounts of cash to meet your requirements for the next 12 months.  In this
regard, please also disclose how you considered your ability to continue as a going
concern, as applicable.  Refer to Item 303(b)(1) of Regulation S-K.
Our Business, page 41
22.Please revise substantially throughout to discuss your business operations clearly.  From
your current disclosure, such as the first paragraph in this section, it is unclear what are
the specific activities and operations you engage in, what markets you serve and what
products you produce.  How do you manufacture and distribute your products and what

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are your sources of materials?  To whom do you sell?  What do you mean by "robot
restaurants" and "local central kitchen?"  What is a "prefabricated vegetable supply
chain?"  From your revisions, it should be clear what you mean by the disclosure that you
are a "prefabricated food supply chain company" and how you conduct your business.
23.Please include a section to discuss material regulations applicable to your business.
Directors and Executive Officers, page 44
24.Please disclose when Min Jiang was appointed as Executive Director of Sichuan Zhiwei
Wanjia Food Co., Ltd and Guangdong Guruicheng E-commerce Co.  Also, expand the
disclosure on page 44 about the public companies listed in the U.S. to disclose when
Zonghan Wu was appointed: (1) as Chairman and Company Secretary for each
company; and (2) a Director and Company Secretary for each company.
25.Please clarify what you mean by the disclosure that the entities identified on page 44 are
"public" companies. In this regard, we