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United States securities and exchange commission logo
July 7, 2023
Min Jiang
Chief Executive Officer
SIPP International Industries, Inc.
69 Waterfall Blvd, The Ponds
Sydney, NSW 2769 Australia
Re:SIPP International Industries, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 22, 2023
File No. 333-271830
Dear Min Jiang:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 22, 2023
Cover Page
1.Please ensure that the disclosure 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 is
consistent with the disclosure elsewhere in your prospectus.  For example, it is unclear
why you refer on page 3 to "We conduct our business primarily through our WFOE, the
VIE and its subsidiaries established in China."  In this regard, we note the diagram of the
corporate structure on page 2 does not refer to a VIE.  As another example, the reference
on the cover page to "The WFOE structure is used to provide investors with exposure to
foreign investment in China-based companies where China law prohibits direct foreign

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investment in the operating companies" is unclear.  In this regard, it is unclear whether the
disclosure should refer to the VIE instead of the WFOE.  Also, the reference on the cover
page to control over the operations "pursuant to a series of contractual arrangements" is
unclear.  In this regard, it does not appear that the prospectus includes disclosure about the
"series of contractual arrangements" and the exhibit index does not refer to any
agreements related to such contractual agreements that have been filed as exhibits.
2.We note your response to prior comment 2 and the disclosure on the cover page that "The
legal and operational risks associated with being based in or having the majority of the
Company’s operations in China could result in a material change in the value of the
securities of SIPN being registered we are registering for sale or could significantly limit
or completely hinder SIPN's ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless." Please disclose
whether these risks could result in a material change in your operations.
3.We note your response to prior comment 4 and the paragraph on the cover page beginning
with "The Company will settle amounts ... SIPN intend to rely on dividends .... SIPN has
made no such distributions ... SIPN will look to implement one in the future."  Please
revise to clarify whether you have received dividends from your WFOE to date. To the
extent you have, please revise to quantify any dividends or distributions that the
subsidiary has made to you and its tax consequences.  Finally, include summary risk
factor disclosure about transferring cash outside of the PRC.
4.We note the disclosure on the cover page about the PCAOB and your auditor.  Please
revise to disclose whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company.
5.With respect to your disclosure regarding risks related to doing business in China, please
ensure that your disclosure does not suggest there are mitigating factors regarding the
nature of your relationship with the Chinese government, the manner in which you are
regulated, or the degree to which your operations could be affected by economic,
industrial, or other policies in China.  For example, we note the disclosure on the cover
page and on pages 3 and 21 that "The overall effect has been to significantly enhance the
protections afforded to various forms of foreign investments in China."
Prospectus Summary, page 1
6.We note the response to prior comment 7 and reissue in part.  Revise the prospectus
summary to 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.  For each of the risks discussed in the bullet points in the
summary, include specific cross-references for each risk to the more detailed discussion of
each of these risks in the prospectus.  In particular, describe the significant regulatory,
liquidity, and enforcement risks.  For example, specifically discuss risks arising from the

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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.
7.We note the response to comment 8 and reissue in part.  Regarding the statement on page
11 that "The Material PRC Company has obtained all material Governmental
Authorizations necessary for its business operations as described in the Prospectus, and
such Governmental Authorizations are in full force and effect and all required
Governmental Authorizations have been duly obtained," disclose each permission or
approval that you or your subsidiary are required to obtain from Chinese authorities to
operate your business and to offer securities to foreign investors. State whether you or
your subsidiary are covered by permissions requirements from the Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve your operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. We
also note the statements on the cover page and on page 5 that you are not subject to the
pre-approval requirements of the CSRC. Please revise to disclose how you determined
that you are not subject to pre-approval requirements of CSRC. If you relied on the advice
of counsel in making these determinations, please identify counsel and file their consent.
If you did not consult counsel in making these determinations, please explain why you did
not obtain the advice of counsel. Please also describe the consequences to you and your
investors if you or your subsidiary: (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.
We may be exposed to potential risks, page 19
8.We note your response to prior comment 16.  Please revise the disclosure in this risk
factor to highlight the risks mentioned on page 43, such as the conclusion that your
disclosure controls and procedures were not effective and the material weaknesses
identified by your CEO and CFO.
Risks Related to Doing Business in China, page 20
9.We note your response to prior comment 19 and reissue in part.  Given the Chinese
government’s significant oversight and discretion over the conduct of your business,

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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.
10.It appears that you revised the disclosure on page 5 in the Prospectus Summary in
response to prior comment 20.  Please instead revise the disclosure in the Risk Factors
section in response to prior comment 20.  Regarding your disclosure on page 5 that "This
oversight by the CAC could also impact the Company's ability to offer securities in the
U.S. or elsewhere," please clarify whether you and your subsidiaries are required to go
through cybersecurity review by the CAC.  Please note that even if you believe you or
your subsidiaries are not subject to CAC oversight, please clearly disclose how oversight
may impact your business and your securities if you or your subsidiaries become subject
to CAC oversight. If you believe that you are not subject to the review or required to
obtain prior approval of the CAC, then explain the basis for your belief.  If you relied on
the advice of counsel, revise to identify counsel.  If you did not rely on advice of counsel,
explain why you did not rely on advice of counsel.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 40
11.We note that you will need to raise approximately $545,000 in order to continue
operations for the next twelve months in order to continue as a going concern.  Please
revise to disclose how you plan to raise the required capital.
Our Business, page 41
12.We note your response to prior comment 22.  Please continue to revise your disclosure to
discuss your business operations clearly.  For example, we note the following:

• Revise the disclosure on page 46 about "targeting individuals and families who seek
convenient and standardized Chinese food options" to be more specific in what
markets you serve.

• Revise the disclosure on page 47 about the distribution process to clarify what you mean
by the phrase "a cold chain logistics system."

• Revise the disclosure on page 47 about "partnerships with reliable suppliers, farms
and agricultural producers" to clarify whether you have entered into written agreements in
connection with such partnerships and, if applicable, discuss the material terms of the
agreements.
Enforceability of Civil Liabilities, page 52
13.We note your response to prior comment 5.  Please revise to explicitly address the
investor's ability to enforce judgements obtained in U.S. courts in an appropriate foreign
court and the investor's ability to bring an original action in an appropriate foreign court to

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enforce liabilities against the foreign private issuer or any person based upon the U.S.
federal securities laws.  For guidance, see Item 101(g)(1)(iii) and (iv) of Regulation S-K.
Directors and Executive Officers, page 53
14.We note your response to prior comment 24.  Please revise your disclosure regarding the
business experience of Mr. Wu to clarify how you have addressed his experience during
the last five years.  Also, make clear when Mr. Wu began performing services as
Managing Director of Shanghai JAZ Management Consulting Co. Ltd. in Shanghai.
Certain Relationships and Related Transactions, page 58
15.We note your response to prior comment 29.  Please expand the disclosure in this section
to disclose the principle followed in determining the amount at which the assets of CIHL
were acquired by the company, disclose the identity of the persons making the
determination and their relationship with the company.  If the assets were acquired by
CIHL within two years prior to their transfer to the company, also state the cost thereof to
CIHL.  For guidance, see Item 404(c)(1)(ii) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 7. Acquisitions, page F-15
16.We note your revised disclosures in response to our prior comment 34.  Please revise to
present the following in statements of changes in shareholders’ equity: (1) the issuance of
100,000,000 shares of the Company’s common stock to CIHL shareholder; and (2)
$489,558 allocated to equity in connection with the common control transaction. Please
also clarify what is reflected in the “Shares issued to acquire CIHL” line item recorded in
additional paid-in capital.
Condensed Consolidated Balance Sheets, page F-18
17.Please revise your presentation here to replace the comparative balance sheet as of March
31, 2022 with the latest year-end balance sheet.  Refer to Rule 8-03 of Regulation S-X.
Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit), page F-20
18.Please revise your Statements of Changes in Stockholders’ Equity (Deficit) to provide the
following:
•You appear to present the changes between December 31, 2021 and December 31,
2022.  Please revise to only present the comparative prior year information for the
period between December 31, 2021 and March 31, 2022. Refer to Rule 8-03 of
Regulation S-X;
•Present the current year information for the period between December 31, 2022 and
March 31, 2023; and
•In addition to the month, the total and subtotal line items should include the
appropriate date and year. Please revise accordingly.

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Note 4 - Acquisitions, page F-26
19.Please revise your disclosures here to be consistent with the revised disclosures in Note 7 -
Acquisitions on page F-15.  Please remove the references to fair value, goodwill and
impairment of goodwill during the year ended March 31, 2023 as your acquisition
was treated as a business combination under common control.
Recent Sales of Unregistered Securities, page II-1
20.We note your response to prior comment 36.  Please continue to revise this section to
include the information required by Item 701 of Regulation S-K.  For example, the
disclosure on page F-6 refers to the issuance of 600 million shares of common stock in the
fiscal year ended December 21, 2022. However, the information on page II-1 mentions
only the issuance of 100 million shares of common stock in the fiscal year ended
December 31, 2022.  As another example, the information on page II-1 does not mention
the issuance of any shares in the fiscal year ended December 31, 2021. However, the
disclosure on page F-6 refers to the issuance of 248,101,224 shares of common stock in
the fiscal year ended December 31, 2021.
Exhibits
21.We reissue prior comment 38.  The exhibit continues to not be in a text-searchable format
and the exhibit is not a single complete copy of yo