Interups Inc.
2360 Corporate Circle, Suite 400
Henderson, NV 89074-7722
December 21, 2012
Securities and Exchange Commission
Washington, DC 20549
Attn: Barbara C. Jacobs, Assistant
Director
Re: Interups Inc.- Registration Statement on Form S-1
Amendment No. 2
File No. 333-182956
Dear Ms. Jacobs;
Interups Inc. (the "Company") herewith files with the Securities and
Exchange Commission (the "Commission") amendment number 2 to the registration
statement on Form S-1 (the "Amended Registration Statement") in response to the
Commission's comments, dated November 26, 2012 (the "Comment Letter"), with
reference to the Company's registration statement on Form S-1 (the "Registration
Statement") filed with the Commission on November 2, 2012.
In addition to the Amended Registration Statement, the Company
supplementally responds to all the Commission's comments as follows (the term
"our" or "we" as used herein refers to the Company):
General
1. Given your response to prior comment 2, we are unable to agree that you do
not qualify as a shell company. We note that you have conducted no operations
and earned no revenues as of the date of your most recent financial statements.
We further note that your balance sheet reports only current assets, which are
in an amount that will not support your anticipated capital expenditures for the
next 12 months. Please include disclosure in your revised document that it may
be determined that you are a shell company and the implications of such a
determination.
Response: We have revised the Amended Registration Statement throughout to
clarify that the Company is a shell company and to caution investors as to the
highly illiquid nature of an investment in the Company's shares. Disclosure has
been added to the prospectus to discuss the restrictions imposed on shell
companies, including the unavailability of Rule 144 of the Securities Act of
1933 for resales of restricted securities. Also, the Risks Factors section has
been revised accordingly.
Prospectus Summary, page 3
2. We note your disclosure on page 3 where you state that "In the opinion of our
independent auditor on our financial statements as of August 31, 2012, our
auditors have indicated that there is substantial doubt about our ability to
continue as a going concern." We note, however, that your independent auditors
have only opined on the financial statements through May 31, 2012. Please
explain further or revise the disclosures throughout your filing accordingly.
Response: We have revised our disclosure to provide that our independent
registered public accounting firm has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
Selected Financial Data, page 4
3. Revise your selected financial data disclosures to show that stockholders'
equity at August 31, 2012 was a deficit ($2,256).
Response: We have revised selected financial data disclosures to show that
stockholders' equity at August 31, 2012 was a deficit ($2,256).
Risk Factors
"The costs to meet our reporting and other requirements as a public company
subject to the Exchange Act of 1934...", page 10
4. We note your revisions made in response to prior comment 6. Include
disclosure briefly explaining how the reports you will file as a Section 15(d)
reporting company will differ from the reports you would be required to file as
a reporting company under Section 12 of the Exchange Act.
Response: The Amended Registration Statement has been revised in accordance with
the comments of the SEC to explain that a Section 15(d) reporting company is not
subject to all the reports required to be filed by a reporting company under
Section 12.
"We will not be required to provide management's assessment of our annual
report", page 12
5. It is unclear why the above risk factor heading relates to the requirement of
management to provide an assessment of your annual report, but the related risk
factor disclosure discusses that you will not have to provide an attestation
report of your independent registered public accounting firm so long as you are
a smaller reporting company. Please advise or revise so that the risk factor
heading adequately describes the related risk factor disclosure.
Response: We have revised our risk factor to provide that even after we have
ceased to be an emerging company, we will not have to provide an attestation
report of our independent registered public accounting firm for as long as we
are a smaller reporting company.
6. As a related matter, we refer to risk factors numbers 30 and 31. Revise each
risk factor heading and the related risk factor disclosure so that it describes
exactly how these risks could affect the information that is provided to
investors.
Response: We have eliminated these two risk factors as the risks inherent in the
information being provided as a reporting issuer are adequately provided in the
risk factors.
Dilution, page 13
7. Please revise to provide dilution information as of the most recent balance
sheet date included in the filing.
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Response: We have revised to provide dilution information as of the most recent
balance sheet date included in the filing.
8. Please revise the $50,000 funding column of your dilution table to reflect
the correct offering price of $0.01.
Response: We have revised our dilution table to reflect the correct offering
price of $0.01.
Description of Business
Our Services, page 19
9. We refer to prior comment 8. In the description of the services you plan to
offer, you state that will sell "[y]our own goods at a discounted price." Revise
your document to include a materially complete description of the goods you will
sell. Describe the discounted price business model and include all required
information set forth in Item 101(h)(4) of Regulation S-K as applicable. In this
regard note your disclosure under "Source of Inventory."
Response: We have revised the disclosure in accordance with the comments of the
Commission.
10. We note your response to prior comment 15. You disclose in your revised
document that you will charge merchants a commission percentage fee from the
deals sold through your website. You also disclose that you will retain
commissions of one-half of the proceeds from the voucher sales pursuant to your
agreement with SIA Olira. Clarify whether you anticipate the terms of the
agreement with SIA Olira to be the standard terms of the agreements you will
enter into with other merchants.
Response: We have clarified that our agreement with SIA Olira represents
standard terms of agreement we will enter with merchants.
Signatures, page II-4
11. We refer to prior comment 20 and note that the paragraph preceding the
signature on behalf of Interups continues to deviate from the language that is
set forth in Form S-1. As such, we reissue prior comment 20 and remind you that
you should not qualify the signature of the company with the certification that
the company has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1.
Response: We have revised the paragraph in accordance with the comments of the
Commission.
Please direct any further comments or questions you may have to the company's
attorney:
David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, NY 11563
Tel: (516) 887-8200, Fax: (516) 887-8250
david@dlubinassociates.com
Thank you.
Sincerely,
/s/ Romanas Bagdonas
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Romanas Bagdonas
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