As filed with the Securities and Exchange Commission on February 26, 2013

Registration No. 333-182956
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT 3 TO

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERUPS INC.
(Exact name of Registrant as specified in its charter)

Nevada 7311 EIN 48-1308920
(State or other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification Number)

Romanas Bagdonas
Interups Inc.
2360 Corporate Circle Suite 400, Henderson NV 89074-7722
Tel: (718) 717-2607
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

with copies to:

David Lubin, Esq.
David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, New York 11563
Telephone: (516) 887-8200
Facsimile: (516) 887-8250

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]

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 [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE
======================================================================================================

Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount of Shares to Offering Price Aggregate Amount of
To be Registered be Registered Per Share(1)(2) Offering Price Registration Fee
-----------------------------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000 $11.46 *
======================================================================================================

(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.

* Previously paid

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================

PRELIMINARY PROSPECTUS DATED FEBRUARY 26, 2013 SUBJECT TO COMPLETION

INTERUPS INC.

UP TO A MAXIMUM OF 10,000,000 COMMON SHARES
AT $0.01 PER COMMON SHARE

This is the initial offering of common stock of Interups Inc. and no public
market currently exists for the securities being offered.

We are offering for sale up to a maximum of 10,000,000 common shares at a fixed
price of $0.01 per common share. There is no minimum number of common shares
that must be sold by us for the offering to proceed, and we will retain the
proceeds from the sale of any of the offered common shares. The amount raised
may be minimal and there is no assurance that we will be able to raise
sufficient amount to cover our expenses and may not even cover the costs of the
offering.

The shares are being offered at a fixed price of $0.01 per share for a period of
one year from the effective date of this prospectus. The offering shall
terminate on the earlier of (i) the date when the sale of all 10,000,000 shares
is completed, (ii) when the Board of Directors decides that it is in the best
interest of the Company to terminate the offering prior the completion of the
sale of all 10,000,000 shares registered under the Registration Statement of
which this Prospectus is part or (iii) one year after the effective date of this
prospectus. The offering will not be extended beyond one year.

We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). We are considered a "shell company" under applicable
securities rules and are subject to additional regulatory requirements as a
result of this status, including limitations on our shareholder's ability to
re-sell their shares in our company, as well as additional disclosure
requirements. Accordingly, investors should consider our shares to be a
high-risk and illiquid investment. Refer to the section entitled "Risk Factors"
on pages 5-14.

We will be subject to limited reporting obligations as an emerging growth
company and will be subject to limited reporting obligations as mentioned in our
risk factors on page 5.

No arrangements have been made to place funds into escrow or any similar
account. Romanas Bagdonas, our officer and director, intends to sell the common
shares directly. No commission or other compensation related to the sale of the
common shares will be paid to Mr.Bagdonas .

Title of Securities Offering Price Maximum Offering
to be Offered Number of Offered Shares Per Share Proceeds
------------- ------------------------ --------- --------

Common Stock 10,000,000 (100% of offered shares) $0.01 $100,000
Common Stock 7,500,000 (75% of offered shares) $0.01 $ 75,000
Common Stock 5,000,000 (50% of offered shares) $0.01 $ 50,000
Common Stock 2,500,000 (25% of offered shares) $0.01 $ 25,000

Interups Inc. is a development stage company and currently has limited
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase common shares if you can afford a loss of your
investment. Our independent registered public accountant has issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

There is no market for our securities. Our common stock is presently not traded
on any market or securities exchange and we have not applied for listing or
quotation on any public market.

Consider carefully the risk factors beginning on page 5 in this prospectus.

Neither the SEC nor any state securities commission has approved these common
shares or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

We are a development stage company with nominal operations. As a result, our
company is considered a shell company under Rule 405 of the Securities Act.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _____________, 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
RISK FACTORS 5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 15
DILUTION 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 16
DESCRIPTION OF BUSINESS 21
EMPLOYEES AND EMPLOYMENT AGREEMENTS 24
LEGAL PROCEEDINGS 25
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 25
EXECUTIVE COMPENSATION 27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28
PLAN OF DISTRIBUTION 29
DESCRIPTION OF SECURITIES 31
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 33
EXPERTS 33
LEGAL MATTERS 33
AVAILABLE INFORMATION 34
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 34
INDEX TO THE FINANCIAL STATEMENTS F-1

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "INTERUPS INC.." REFERS TO INTERUPS INC. BECAUSE THIS IS A SUMMARY,
IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. YOU SHOULD
READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus. Prospective investors should consider carefully the
information discussed under "RISK FACTORS" and "USE OF PROCEEDS" sections,
commencing on pages and , respectively. An investment in our securities presents
substantial risks, and you could lose all or substantially all of your
investment.

General Interups Inc. was incorporated under the laws
of the state of Nevada on April 11, 2012.

Our principal executive offices are located
at 2360 Corporate Circle Suite 400, Henderson
NV 89074. Our phone number is (718)717-2607

Business We are a development stage company formed to
provide secure and reliable connections for
merchants to consumers by offering goods and
services at a discount prices.

Going Concern From inception until the date of this filing,
we have had no revenues and very limited
operating activities. Our financial
statements from inception April 11, 2012
through November 30, 2012 reports no revenue
and net loss of $8,295. Our independent
registered public accounting firm has issued
an audit opinion for Interups Inc. which
includes a statement expressing substantial
doubt as to our ability to continue as a
going concern.

Market for our common stock Our common stock is not quoted on a market or
securities exchange. We cannot provide any
assurance that an active market in our common
stock will develop. We intend to quote our
common shares on a market or securities
exchange.

Risk Factors See "Risk Factors" and other information in
this prospectus for a discussion of the
factors you should consider before deciding
to invest in shares of our common stock.

Common shares outstanding
prior to Offering 4,000,000

Common Shares Being Offered 10,000,000 self-underwritten, best-efforts
offering with no minimum subscription
requirement.

Duration of the Offering The offering shall terminate on the earlier
of
(i) the date when the sale of all 10,000,000
common shares is completed;
(ii) one year from the date of this
prospectus; or
(iii) prior to one year at the sole
determination of the board of directors.

SELECTED FINANCIAL DATA

The summarized financial data presented below is derived from, and should be
read in conjunction with, our financial statements and related notes from April
11, 2012 (date of inception) to November 30, 2012, included on Page F-1 in this
prospectus. The summarized financial data presented below is derived from, and
should be read in conjunction with, our financial statements and related notes
from April 11, 2012 (date of inception) to November 30, 2012, included on Page
F-1 in this prospectus.

As of
November 30, 2012
-----------------
(unaudited)
BALANCE SHEET
Total Assets $ 3,042
Total Liabilities $ 7,337
Stockholders' Equity (Deficit) $ (4,295)

Period from
April 11, 2012
(date of inception) to
November 30, 2012
-----------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 8,295
Net Loss $ 8,295

RISK FACTORS

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS
PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE
SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT
A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT.

RISKS ASSOCIATED WITH OUR BUSINESS

1. We are a development stage company but have not yet commenced significant
operations. We expect to incur operating losses for the foreseeable future.

We were incorporated on April 11, 2012 and, to the date, have been involved
primarily in organizational activities. We have not yet commenced business
operations. Further, we have not yet fully developed our business plan, or our
management team, nor have we targeted or assembled any real or intangible
property rights. Accordingly, we have no way to evaluate the likelihood that our
business will be successful.

We have not earned any revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
internet sales companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
operations that we plan to undertake.

These potential problems include, but are not limited to, unanticipated problems
relating to the ability to generate sufficient cash flow to operate our
business, and additional costs and expenses that may exceed current estimates.

We anticipate that we will incur increased operating expenses without realizing
any revenues. We expect to incur significant losses into the foreseeable future.
We recognize that if the effectiveness of our business plan is not forthcoming,
we will not be able to continue business operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful,
and it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.

2. Without the funding from this offering, we will be unable to implement our
business plan.

Our current operating funds are not sufficient to complete our intended business
plan. We will need the funds from this offering to commence activities that will
allow us to implement our business plan. As of November 30, 2012, we had cash in
the amount of $42, prepaid assets of $3,000 for web site development and
liabilities of $7,337. We currently do not have any significant operations and
we have no income.

3. We have yet to earn revenue and our ability to sustain our operations is
dependent on our ability to raise financing. As a result, there is substantial
doubt about our ability to continue as a going concern.

We have accrued net losses of $8,295 for the period from our inception on April
11, 2012 through November 30, 2012, and have no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations from our acquisition development, and management of real and
intangible property and the provision of expertise. Further, the finances
required to fully develop our plan cannot be predicted with any certainty and
may exceed any estimates we set forth. These factors raise substantial doubt
that we will be able to continue as a going concern. Sadler, Gibb & Associates
our independent registered public accountant, has expressed substantial doubt
about our ability to continue as a going concern. This opinion could materially
limit our ability to raise funds. If we fail to raise sufficient capital, we
will not be able to complete our business plan. As a result we may have to
liquidate our business and you may lose your investment. You should consider our
independent registered public accountant's comments when determining if an
investment in Interups Inc. is suitable.

If we experience a shortage of funds prior to funding during the next 12 months,
we may utilize funds from Romanas Bagdonas, our sole officer and director, who
has informally agreed to advance funds to allow us to pay for professional fees,
including fees payable in connection with the filing of this registration
statement and operation expenses, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. We will
require the funds from this offering to proceed.

If we are successful in raising the funds from this offering, we plan to
commence activities to raise the funds required for the development program. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work or activities of the development
program.

4. We have to keep up with rapid technological change.

Our future success will depend on our ability to deliver our advertising clients
competitive results- Internet based marketing services. Our failure to adapt
rapidly changing technologies would likely lead to substantial reduction in the
fees we would be able to charge versus our competitors who have more rapidly
adopted improved technology. Any reduction of fees would adversely impact our
revenue. Our management expects to face increased competition from other
internet and technology-based businesses. Some competitors will accept lower
margins, or negative margins, to attract attention and acquire new subscribers.
To compete we may be forced to accept lower margins, which may reduce our gross
profit.

5. If we do not attract customers, we will not make a profit, which will
ultimately result in a cessation of operations.

We currently have no customers to purchase any goods or services from us. We
have not identified any customers and we cannot guarantee we ever will have any
customers. Even if we obtain customers, there is no guarantee that we will
generate a profit. If we cannot generate a profit, we will have to suspend or
cease operations. You are likely to lose your entire investment if we cannot
sell our services with prices which generate a profit.

6. If we are unable to maintain favorable terms with our future merchants, our
future profitability may be adversely affected.

The success of our business will depend in part on our ability to retain and
increase the number of merchants who will use our service. If merchants decide
that our services no longer effective means of selling their goods and services,
they may demand a higher percentage of the revenue. This would decrease our
gross profit.

7. We will operate in a highly competitive environment. If we are unable to
successfully compete with others businesses , the financial condition of our
business could be materially adversely effected.

We operate in a highly competitive environment. Our competition includes small
and midsized companies, and many of them may sell same services in our markets
at competitive prices. Highly competitive environment could materially adversely
affect our business, financial condition, results of operations, cash flows and
prospects.

8. If we fail constantly add new merchants, our revenue and business will be
harmed.

We will depend on our ability to attract and retain merchants that are ready to
offer products or services on high discounted prices through our marketplace.
Merchants may not be willing offering discounted deals to us for long periods of
time. When merchant(s) discontinues offering a bargain priced deal to us, we
will have to search for other deals with other Merchants. Also we can not be
guaranteed with favorable payment terms to us.

Our operating results will be adversely affected if we are unable to attract new
merchants in numbers sufficient to grow our business. If we will be able to
attract merchants and may not be able to retain or attract merchants in
sufficient numbers to grow our business then we may be required to incur
significantly higher marketing expenses or accept lower margins in order to
attract new merchants. Decrease in future merchant growth would have an adverse
effect on our business, financial condition and results of operation.

9. We will rely on independent third-party package delivery companies for
substantially all of our merchandise shipments. We could be subject to increased
shipping cost as well as the potential inability of our third-party
transportation providers to deliver on a timely basis.

Our utilization of these delivery services for shipments is subject to risks,
including increases in fuel prices, which would increase our shipping costs,
labor strikes and inclement weather, which may impact a shipping company's
ability to provide delivery services that adequately meet our shipping needs. If
we change the shipping companies we use, we could face logistical difficulties
that could adversely affect deliveries and we would incur costs and expend
resources in connection with such change. Moreover, we may not be able to obtain
terms as favorable as those received from our current third-party transportation
providers, which in turn would increase our costs.

10. Our refund rates increase could reduce our future profitability.

We will provide our customers with a refund of the purchase price if they are
not satisfied.
We will have no control over our future merchants and the quality of their
products or services. Our actual level of refund claims could prove to be
greater than the level of refund claims we estimate. If our refund reserves are
not adequate to cover future refund claims, this inadequacy could have a
material adverse effect on our liquidity and profitability. A downturn in
general economic condition may also increase our refund rates.

11. Our sole officer and director will own 28.57% or more of our outstanding
common stock if the maximum offering is obtained and therefore will make and
control corporate decisions that may be disadvantageous to minority
shareholders.

If the maximum offering shares is sold Romanas Bagdonas, our sole officer and
director, will own 28.57% of the outstanding shares of our common stock.
Accordingly, he will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. The
interests of Mr.Bagdonas may differ from the interests of the other stockholders
and may result in corporate decisions that are disadvantageous to other
shareholders.

12. There is no minimum offering amount or separate escrow account. You may lose
your investment.

There is no minimum offering amount. Your funds will not be placed in an escrow
or trust account. Accordingly, if we file for bankruptcy protection or a
petition for involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according to the
bankruptcy laws. If a creditor sues us and obtains a judgment against us, the
creditor could garnish the bank account and take possession of the
subscriptions. As such, it is possible that a creditor could attach your
subscription which could preclude or delay the return of money to you. Further,
our sole officer and director will have the power to appropriate the $100,000 if
we raise. As such, they could take the funds without your knowledge for their
own use. If that happens, you will lose your investment and your funds will be
used to pay creditors.

13. Currency rate fluctuations may have a negative effect on our profitability.

We will endeavor to source our potential clients around the world, so we are
likely to be affected by changes in foreign exchange rates. To protect our
business, we may enter into foreign currency exchange contracts with major
financial institutions to hedge the overseas purchase transactions and limit our
exposure to those fluctuations. If we are not able to successfully protect
ourselves against those currency rate fluctuations, then our profits on the
products subject to those fluctuations would also fluctuate and could cause us
to be less profitable or incur losses, even if our business is doing well.

14. If our merchants do not meet the needs and expectations of our subscribers,
our business could suffer.

Our business depends on our reputation for providing high-quality deals, and our
brand and reputation may be harmed by actions taken by merchants that are

outside our control. Any shortcomings of one or more of our merchants,
particularly with respect to an issue affecting the quality of the deal offered
or the products or services sold, may be attributed by our subscribers to us,
thus damaging our reputation, brand value and potentially affecting our results
of operations. In addition, negative publicity and subscriber sentiment
generated as a result of fraudulent or deceptive conduct by our merchants could
damage our reputation, reduce our ability to attract new subscribers or retain
our current subscribers, and diminish the value of our marketplace.

15. Government regulation of the internet and e-commerce is evolving, and
unfavorable changes or failure by us to comply with these regulations could
substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations
and laws specifically governing the internet and e-commerce. Existing and future
regulations and laws could impede the growth of the internet or other online
services. These regulations and laws may involve taxation, tariffs, subscriber
privacy, data protection, content, copyrights, distribution, electronic
contracts and other communications, consumer protection, the provision of online
payment services and the characteristics and quality of services. It is not
clear how existing laws governing issues such as property ownership, sales and
other taxes, libel and personal privacy apply to the internet as the vast
majority of these laws were adopted prior to the advent of the internet and do
not contemplate or address the unique issues raised by the internet or
e-commerce. In addition, it is possible that governments of one or more
countries may seek to censor content available on our websites and applications
or may even attempt to completely block access to our websites. Adverse legal or
regulatory developments could substantially harm our business. In particular, in
the event that we are restricted, in whole or in part, from operating in one or
more countries, our ability to retain or increase our subscriber base may be
adversely affected and we may not be able to maintain or grow our revenue as
anticipated.

New tax treatment of companies engaged in internet commerce may adversely affect
the commercial use of our services and our financial results.

16. Due to the global nature of the internet, it is possible that various
countries might attempt to regulate transmissions or levy sales, income or other
taxes relating to our activities.

Tax authorities at the international, federal, state and local levels are
currently reviewing the appropriate treatment of companies engaged in internet
commerce. New or revised international, federal, state or local tax regulations
may subject us or our subscribers to additional sales, income and other taxes.
We cannot predict the effect of current attempts to impose sales, income or
other taxes on commerce over the internet. New or revised taxes and, in
particular, sales taxes, VAT and similar taxes would likely increase the cost of
doing business online and decrease the attractiveness of advertising and selling
goods and services over the internet. New taxes could also create significant
increases in internal costs necessary to capture data, and collect and remit
taxes. Any of these events could have an adverse effect on our business and
results of operations.

17. We may suffer liability as a result of information retrieved from or
transmitted over the internet and claims related to our service offerings.

We may be, sued for defamation, civil rights infringement, negligence, patent,
copyright or trademark infringement, invasion of privacy, personal injury,
product liability, breach of contract, unfair competition, discrimination,
antitrust or other legal claims relating to information that will be published
or will be available on our websites or service offerings we make available.
This risk is enhanced in certain jurisdictions outside the United States, where
our liability for such third-party actions may be less clear and we may be less
protected. In addition, we could incur significant costs in investigating and
defending such claims, even if we ultimately are not found liable. If any of
these events occurs, our net income could be materially and adversely affected.

We are subject to risks associated with information disseminated through our
websites and applications, including consumer data, content that is produced by
our editorial staff and errors or omissions related to our product offerings.
Such information, whether accurate or inaccurate, may result in our being sued
by our merchants, subscribers or third parties and as a result our revenue could
be materially affected.

18. Because we are considered to be a "shell company" under applicable
securities rules, investors may not be able to rely on the resale exemption
provided by Rule 144 of the Securities Act. As a result, investors may not be
able to re-sell our shares and could lose their entire investment.

We are considered to be a "shell company" under Rule 405 of Regulation C of the
Securities Act. A "shell company" is a company with either no or nominal
operations or assets, or assets consisting solely of cash and cash equivalents.
As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we will cease
to be a shell company, they may not be able to re-sell our shares in the future
and could lose their entire investment as a result.

19. Because we are considered to be a "shell company" under applicable
securities rules, we are subject to additional disclosure requirements if we
acquire significant assets in the course of our business. We will incur
additional costs in meeting these requirements which will adversely impact our
financial performance and, therefore, the value of your investment.

Because we are considered to be a "shell company" under Rule 405 of Regulation C
of the Securities Act, we will are subject to additional disclosure requirements
if we entered into a transaction which results in a significant acquisition or
disposition of assets. In such a situation, we must provide prospectus-level,
detailed disclosure regarding the transaction, as well as detailed financial
information. In order to complying with these requirements, we will incur
additional legal and accounting costs, which will adversely impact our results
of operations. As a result, the value of an investment in our shares may decline
as a result of these additional costs.

20. Rule 144 safe harbor is unavailable for the resale of shares issued by us
unless and until we ceased to be a shell company and have satisfied the
requirements of Rule 144(i)(1)(2).

We are a "shell company" as defined by Rule 12b-2 promulgated under the Exchange
Act. Accordingly, the securities in this offering can only be resold through
registration under the Securities Act, meeting the safe harbor provisions of
paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities
Act of 1933 for non-affiliates.

The SEC has adopted final rules amending Rule 144 which became effective on
February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a
"shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of
the Exchange Act, ceases to be a "shell company" and files Form 10 information
with the SEC, during which time the issuer must remain current in its filing
obligations, before a restricted shareholder can resell their holdings in
reliance on Rule 144.

The term "Form 10 information" means the information that is required by SEC
Form 10, to register under the Exchange Act each class of securities being sold
under Rule 144. The Form 10 information is deemed filed when the initial filing
is made with the SEC. Under Rule 144, restricted or unrestricted securities,
that were initially issued by a reporting or non-reporting shell company or a
company that was at anytime previously a reporting or non-reporting shell
company, can only be resold in reliance on Rule 144 if the following conditions
are met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.

21. As an "emerging growth company" under the JOBS Act, we are permitted to rely
on exemptions from certain disclosure requirements.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period.

Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.

22. We will endeavor to source our potential clients around the world, so we are
likely to be affected by changes in foreign exchange rates. To protect our
business, we may enter into foreign currency exchange contracts with major
financial institutions to hedge the overseas purchase transactions and limit our
exposure to those fluctuations. If we are not able to successfully protect
ourselves against those currency rate fluctuations, then our profits on the
products subject to those fluctuations would also fluctuate and could cause us
to be less profitable or incur losses, even if our business is doing well.

RISKS ASSOCIATED WITH THIS OFFERING

23. We do not meet the requirements for our stock to be quoted on NASDAQ,
American Stock Exchange or any other stock exchange and the tradability in our
stock will be limited under the penny stock regulation. The liquidity of our
common stock is restricted as our common stock falls within the definition of a
penny stock.

Under the rules of the Securities and Exchange Commission, if the price of the
registrant's common stock is below $5.00 per share, the registrant's common
stock will come within the definition of a "penny stock." As a result, the
registrant's common stock is subject to the "penny stock" rules and regulations.
Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commission's regulations concerning the transfer of penny
stock. These regulations require broker-dealers to:

- Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell the
registrant's common stock, and may affect the ability to resell the registrant's
common stock.

24. We are selling this offering without an underwriter and may be unable to
sell any common shares.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to implement our business
plan.

25. We do not have a public market in our securities. If our common stock has no
active trading market, you may not be able to sell your common shares at all.

We do not have a public market for our common shares. Our securities are not
traded on any exchange. We cannot assure you that an active public market will
ever develop. Consequently, you may not be able to liquidate your investment in
the event of an emergency or for any other reason.

26. The costs to meet our reporting and other requirements as a public company
subject to the Exchange Act of 1934 will be substantial and may result in us
having insufficient funds to expand our business or even to meet routine
business obligations.

If we become a public entity, subject to the reporting requirements of the
Exchange Act of 1934, we will incur ongoing expenses associated with
professional fees for accounting, legal and a host of other expenses for annual
reports. We estimate that these costs could range up to $35,000 per year for

the next few years and will be higher if our business volume and activity
increases but lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we
may not have sufficient funds to grow our operations.

27. We do not currently intend to register under Section 12 of the Securities
Exchange Act until and unless we are required to do so which will result in less
public information for shareholders.

We do not intend to register under Section 12 of the Securities Exchange Act
until and unless we are required to do so. Accordingly, we will not be subject
to the proxy rules, the filing of ownership reports by our officers, directors,
and 10% shareholders and Regulation 13D pertaining to ownership reports required
to be filed by 5% shareholders. As a result, there would be less information
about these matters and certain corporate actions may be taken without
soliciting or notifying shareholdes than if we were subject to Section 12 of the
Securities Exchange Act of 1934 which would require us to comply with the proxy
rules and officers, directors and shareholders to publicly disclose their share
holdings and changes in such holdings.. However, we will be subject to the
quarterly reports and annual reports as a company registered under Section 15 of
the Securities Exchange Act.

28. We have not yet adopted of certain corporate governance measures. As a
result, our stockholders have limited protections against interested director
transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by
the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market,
as a result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities which are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than necessary, we
have not yet adopted these measures.

Because our sole director is non-independent, we do not currently have
independent audit or compensation committees. As a result, the sole director has
the ability, among other things, to determine her own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our operations.

29. We may be unsuccessful in implementing required internal controls over
financial reporting.

We are not currently required to comply with the SEC's rules implementing
Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to
make a formal assessment of the effectiveness of our internal control over
financial reporting for that purpose. Upon becoming a public company, we will be
required to comply with the SEC's rules implementing Section 302 of the
Sarbanes-Oxley Act of 2002, which will require our management to certify
financial and other information in our quarterly and annual reports and provide
an annual management report on the effectiveness of our internal control over
financial reporting. We will not be required to make our first assessment of our
internal control over financial reporting until the year following our first
annual report required to be filed with the SEC. To comply with the requirements
of being a public company, we will need to create information technology
systems, implement financial and management controls, reporting systems and
procedures and contract additional accounting, finance and legal staff.

Any failure to develop or maintain effective controls, or any difficulties
encountered in our implementation of our internal controls over financial
reporting could result in material misstatements that are not prevented or
detected on a timely basis, which could potentially subject us to sanctions or
investigations by the SEC or other regulatory authorities. Ineffective internal
controls could cause investors to lose confidence in our reported financial
information.

30. Because we do not have an escrow or trust account for your subscription, if
we file for bankruptcy protection or are forced into bankruptcy, or a creditor
obtains a judgment against us and attaches the subscription, you will lose your
investment regardless of the number of securities sold in the offering.

Your funds will not be placed in an escrow or trust account. Accordingly, if we
file for bankruptcy protection or a petition for involuntary bankruptcy is filed
by creditors against us, your funds will become part of the bankruptcy estate
and administered according to the bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish the bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription. If that happens, you will lose your investment
and your funds will be used to pay creditors.

31. Our sole officer and director has no experience managing a public company
which is required to establish and maintain disclosure controls and procedures
and internal control over financial reporting.

We have never operated as a public company. Romanas Bagdonas, our sole officer,
has no experience managing a public company which is required to establish and
maintain disclosure controls and procedures and internal control over financial
reporting. As a result, we may not be able to operate successfully as a public
company, even if our operations are successful. We plan to comply with all of
the various rules and regulations, which are required for a public company.
However, if we cannot operate successfully as a public company, your investment
may be materially adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.

32. We may be exposed to potential risks and significant expenses resulting from
the requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered with the SEC, we will be required, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our
assessment of the effectiveness of our internal control over financial reporting
We expect to incur significant continuing costs, including accounting fees and
staffing costs, in order to maintain compliance with the internal control
requirements of the Sarbanes-Oxley Act of 2002. Development of our business will
necessitate ongoing changes to our internal control systems, processes and
information systems. Currently, we have no employees. We do not intend to
develop or manufacture any products, and consequently have no products in
development, manufacturing facilities or intellectual property rights. As we
develop our business, obtain regulatory approval, hire employees and consultants
and seek to protect our intellectual property rights, our, our current design
for internal control over financial reporting will not be sufficient to enable
management to determine that our internal controls are effective for any period,
or on an ongoing basis. Accordingly, as we develop our business, such
development and growth will necessitate changes to our internal control systems,
processes and information systems, all of which will require additional costs
and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.

However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to formally
attest to the effectiveness of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until the later of the
year following our first annual report required to be filed with the SEC, or the
date we are no longer an emerging growth company. At such time, our independent
registered public accounting firm may issue a report that is adverse in the
event it is not satisfied with the level at which our controls are documented,
designed or operating.

33. We may in the future issue additional shares of common stock, which will
dilute share value of investors in the offering.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 4,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis. There is no minimum
offering amount. The offering price per share is $0.01. The following table sets
forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%
respectively, of the securities offered for sale by Interups Inc. There is no
assurance that we will raise the full $100,000 as anticipated.

$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Legal and accounting fees $10,000 $10,000 $10,000 $10,000
Net proceeds $15,000 $40,000 $65,000 $90,000

The net proceed will be used:
Website developing(Lithuania,
Latvia and Estonia) $ 6,000 $ 6,000 $ 6,000 $ 6,000
Website developing (Germany
and USA) $ -- $ 4,000 $ 4,000 $ 4,000
Inventory $ -- $ -- $10,000 $10,000
Advertising (Lithuania, Latvia
and Estonia) $ 9,000 $13,000 $15,000 $30,000
Advertising in Germany, USA $ -- $17,000 $30,000 $40,000

The above figures represent only estimated costs.

The above figures represent only estimated costs. All proceeds will be deposited
into our corporate bank account. If we raise less than $25,000 in this offering
the only expected source of funds is a loan from our director. If necessary,
Romanas Bagdonas, our sole officer and director, has verbally agreed to loan up
to $25,000 to Interups Inc. to complete the registration process but we will
require full funding to implement our complete business plan. In the event the
registration costs exceed $10,000, and to maintain a reporting status with the
SEC, however, there is no guarantee that Mr. Bagdonas will provide such a loan.
No proceeds from this offering will be used to repay Mr. Bagdonas for any funds
advanced for the purpose of completing the registration process. We will require
a minimum funding of approximately $25,000 to conduct our proposed operations
for a minimum period of one year including costs associated with this offering
and maintaining a reporting status with the SEC.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since inception on April 11, 2012. Romanas Bagdonas, our sole
officer and director, paid $.001 per share for the 4,000,000 common shares

Assuming completion of the offering, there will be up to 14,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.

Funding Level $100,000 $75,000 $50,000 $25,000
------------- -------- ------- ------- -------
Offering price $ 0.01 $0.01 $0.01 $0.01
Net tangible book value per
common share before offering $(0.0006) $(0.0006) $(0.0006) $(0.0006)
Increase per common share
attributable to investors $ 0.0075 $0.0069 $0.0059 $0.0041
Pro forma net tangible book
value per common share
after offering $ 0.0070 $0.0063 $0.0053 $0.0035
Dilution to investors $ 0.0030 $0.0037 $0.0047 $0.0065
Dilution as a percentage of
offering price 30% 37% 47% 65%

Based on 4,000,000 common shares outstanding as of November 30, 2012 and total
stockholder's equity deficit of $4,295 utilizing November 30, 2012 financial
statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.

We are a development stage corporation and only recently started our operations.
We have not generated or realized any revenues from our business operations. Our
cash balance is $42 as ofNovember 30, 2012. We believe our cash balance is not
sufficient to fund our limited levels of operations for any period of time. We
have been utilizing and may utilize funds from Romanas Bagdonas, our sole
officer and director, who has informally agreed to advance funds up to $25,000
to allow us to pay for offering costs, filing fees, and professional fees.
Mr.Bagdonas, however, has no formal commitment, arrangement or legal obligation
to advance or loan funds to the company. In order to achieve our business plan
goals, we will need the funding from this offering. We are a development stage
company and have generated no revenues to date. Although we have no assets, we
have our first contract and have commenced operations.

Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated revenues and no revenues are
anticipated until we complete our initial business development. There is no
assurance we will ever reach that stage.

To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
commence operations but we cannot guarantee that once we commence operations we
will stay in business after doing so. If we are unable to successfully find
customers we may quickly use up the proceeds from this offering and will need to
find alternative sources. At the present time, we have not made any arrangements
to raise additional cash, other than through this offering.

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

PLAN OF OPERATION

We will not be conducting any product research or development. We do not expect
to purchase or sell plant or significant equipment. Further we do not expect
significant changes in the number of employees.

We expect to complete our public offering within one year after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand. Once we raise funds from this offering we plan to do the following
activities to expand our business operations.

Our plan of operations is as follows:

1st-2nd month Cost $2,000
1) We are planning to start develop web site in Lithuanian language for
Lithuanian customers. We have verbal agreement with internet design company
"Scada" based in Moscow, Russia to develop and design our future web site. Total
cost of web site for Lithuanian customers is $2,000.

3rd-4th month Cost $10,000
1) Test and launch web site in Lithuania.
2) Advertise in Lithuania. The amount of funds for advertising will depend on
the amount of money we can raise from these offering. ($10,000 - if we raise the
full $100,000 from this offering)

5th-6th months Cost $12,000
1) Develop and launch web site in Latvia. We have verbal agreement with internet
design company "Scada" based in Moscow, Russia to develop and design our future
web site. Total cost of web site for Latvian customers is $2,000.
2) Advertise in Latvia. The amount of funds for advertising will depend on the
amount of money we can raise from these offering. ($10,000- if we raise the full
$100,000 from this offering)

7th-8th months Cost $12,000
1) Develop and launch web site in Estonia. We have verbal agreement with
internet design company "Scada" based in Moscow, Russia to develop and design
our future web site. Total cost of web site for Estonian customers is $2,000.
2) Advertise in Estonia. The amount of funds for advertising will depend on the
amount of money we can raise from these offering. ($10,000- if we raise the full
$100,000 from this offering))

9th-10th months Cost $32,000
1) Purchase inventory for reselling in Lithuania, Latvia and Estonia. The
inventory amount will depend on the amount of money we can raise from these
offering. Buying inventory will allow us to find the right mix of merchandise
that customers in our area want to buy, experience of finding items at a price
cheap enough to allow us to have profit, and keeping a steady supply of
merchandise coming into our web site market place. ($10,000 - if we raise the
full $100,000 from this offering)
2) Develop and launch web site in Germany (Berlin area). ($2,000)
3) Advertise in Germany. The amount of funds for advertising will depend on the
amount of money we can raise from these offering. ($20,000 if we raise the full
$100,000 from this offering)-)

10th-12th months Cost $22,000
1) Develop and launch web site in USA (New York area). We have verbal agreement
with internet design company "Scada" based in Moscow, Russia to develop and
design our future web site. Total cost of web site for New your City area
customers is $2,000.
2) Advertise in USA. The amount of funds for advertising will depend on the
amount of money we can raise from these offering. ($20,000 -if we raise the full
$100,000 from this offering))

Advertising spending for each country represents if we raise at least $25,000
from this offering:

Email marketing is sending direct promotional emails to try and acquire new
customers or persuade existing customers to buy again. At the beginning of
operations we are going to use email marketing services
(www.constantcontact.com, www.verticalresponse.com , etc.). Estimated cost is
$500 monthly for 50,000+ emails.

We plan to make a profile of our company on social network websites such as
Facebook, and Twitter. We will include links to company's profile on our
president's personal social networking pages. We also plan to purchase
advertising space from social network websites by designing and placing banners
which will refer clients to our company profile. Cost $500 monthly.

We will hire a contractor to help us perform the following: Add search engine
optimized (SEO) content to our website profile to help our site have a high page
rank, and to boost traffic. We will do this by reviewing our site's content, and
make sure it is relevant, well written, and makes good use of keywords and key
phrases. This service will cost approximately $500 monthly.

If we are unable to raise maximum ($100,000) in this offering we will be
required to reduce spending in areas of website developing, advertising,
inventory, and other expenses. This reduction in expenditures may reduce our
ability to grow and profit.Exact spending figures are disclosed in our "Use of
Proceeds".Until we start to sell our services, we do not believe that our
operations will be profitable. If we are unable to attract customers to buy our
product we may have to suspend or cease operations. If we cannot generate
sufficient revenues to continue operations, we will suspend or cease operations.

Romanas Bagdonas, our president will be devoting approximately 50% of his time
to our operations. Once we expand operations, and are able to attract more and
more customers to buy our services, Mr. Bagdonas has agreed to commit more time
as required. Because Mr.. Bagdonas will only be devoting limited time to our
operations, our operations may be sporadic and occur at times which are
convenient to him. As a result, operations may be periodically interrupted or
suspended which could result in a lack of revenues and a cessation of
operations.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee that we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.

We have no assurance that we will be successful in raising funds in this
offering or that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to then existing shareholders.

RESULTS OF OPERATION

FROM INCEPTION ON APRIL 11, 2012 TO NOVEMBER 30, 2012

During this period we incorporated the company, prepared a business plan and
executed an Agreement with SIA Olira. Our loss since inception is $8,295 for
filing costs related to the incorporation of Interups Inc., cost of Nevada
business license, payment to auditor, legal fees and SEC filing cost.

LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2012, we had cash in the amount of $42, prepaid $3,000
expenses for our web site development and liabilities of $7,337.

Since inception, we have sold 4,000,000 common shares to our sole officer and
director, at a price of $0.001 per share, for aggregate proceeds of $4,000.

To meet our need for cash, we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. We
will attempt to raise the necessary funds to proceed with all phases of our plan
of operation.

We will be able to conduct our planned operations using currently available
capital resources for approximately one to two months.

As of the date of this registration statement, the current funds available to
Interups Inc.will not be sufficient to continue maintaining a reporting status.
Our sole officer and director, Romanas Bagdonas, has indicated that he may be
willing to provide funds up to $25,000 in the form of a non-secured loan for the
next twelve months as the expenses are incurred if no other proceeds are
obtained by Interups Inc. However, there is no contract in place or written
agreement securing this agreement. Management believes if Interups Inc. cannot
maintain its reporting status with the SEC, it will have to cease all efforts
directed towards Interups Inc. As such, any investment previously made would be
lost in its entirety.

GOING CONCERN

Our auditors have issued a going concern opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If we are successful in raising the maximum
amount of the offering we anticipate that we will likely be able to operate for
at least one year and have the capital resources required to cover the material
costs with becoming a publicly reporting. Interups Inc. anticipates over the
next 12 months the cost of being a reporting public company will be
approximately $10,000.

We are highly dependent upon the success of the private offering of equity, as
described herein. Therefore, the failure thereof would result in the need to
seek capital from other resources such as taking loans, which would likely not
even be possible for Interups Inc. However, if such financing were available,
because we are a development stage company with no operations to date, we would
likely have to pay additional costs associated with high risk loans and be
subject to an above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing. If Interups Inc.
cannot raise additional proceeds via a private placement of its equity or debt
securities, or secure a loan, we would be required to cease business operations.
As a result, investors would lose all of their investment.

As of the date of this registration statement, the current funds available to
the Company are not sufficient to operate the company or maintain a reporting
status. The company's sole officer and director, Romanas Bagdonas, has verbally
agreed to loan the company up to $25,000 to complete the registration process
and to maintain a reporting status with the SEC in the form of a non-secured
loan for the next twelve months as the expenses are incurred if no other
proceeds are obtained by the Company; however, there is no contract in place or
written agreement securing this agreement. Management believes if the company
cannot maintain its reporting status with the SEC it will have to cease all
efforts directed towards the company. As such, any investment previously made
would be lost in its entirety.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If two-third of shares is sold for the gross
proceeds of $66,000 it will likely allow us to operate for at least one year and
have the capital resources required to cover the material costs with becoming a
publicly reporting company. The company anticipates over the next 12 months the
cost of being a reporting public company will be approximately $10,000. We do
not believe that we will generate enough revenue to cover costs associated with
being a publicly reporting company in the first 12 months.

Management believes that if we sell two-third of the shares in this offering so
that we can complete our development program, we will likely generate revenue in
2014. However, there is no assurance that we will be able to sell two-third of
the shares or will ever generate revenue.

Management believes that current trends toward lower capital investment in
start-up companies, volatility in the internet sales market pose the most
significant challenges to our success over the next year and in future years.
Additionally, we will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. Our management
will have to spend additional time on policies and procedures to make sure it is
compliant with various regulatory requirements, especially that of Section 404
of the Sarbanes-Oxley Act of 2002. This additional corporate governance time
required of management could limit the amount of time management has to
implement is business plan and impede the speed of its operations.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Interups Inc.reports revenues and expenses using the accrual method of
accounting for financial and tax reporting purposes.

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

Interups Inc. records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

Interups Inc. accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used of
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that Interups Inc. will not realize the tax assets
through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires Interups Inc. to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. Interups Inc. financial instruments consist
primarily of cash.

PER SHARE INFORMATION

Interups Inc. computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

DESCRIPTION OF BUSINESS

GENERAL

We were incorporated in the state of Nevada on April 11, 2012. We are in the
business of internet based group buying site. We plan to develop daily deal
website marketplace. Daily deal is a web-based business model in which a single
type of product is offered for sale for a period of 24 hours. When a deal goes
live on the website then members of deal of the day website receive online
offers and invitations in email and social networks. Customers purchase the deal
on the deal of the day website (rather than directly from the supplier). Once
the deal has been bought via the website, customers' credit cards is charged and
the deal is delivered as an electronic voucher which can be redeemed from the
supplier. Vouchers purchased from daily deals websites typically expire after a
certain period. Our principal office address is located at 2360 Corporate Circle
Suite 400, Henderson NV 89074. Our phone number is (718)717-2607. We are a
development stage company and have not earned any revenue. It is likely that we
will not be able to achieve profitability and will have to cease operations due
to the lack of funding.

OUR SERVICES

We are in the business of web based daily deal site. We will charge merchants a
commission percentage fee from the deals sold through our website. Also we plan
to sell our own goods at discounted prices.

Our director, Romanas Bagdonas, has worked in internet sales industry for the
past 8 years. We will rely on his knowledge and expertise of industry in
conducting our operations.

The merchant agrees to offer customers a specific product or service at a
greatly discounted rate (usually 50% off or more) that is only available for 24
hours and only online. We think our website could offer a wide range of products
from electrical goods to beauty products. Also we are going to have wide range
of services and discounts given for restaurants, retail stores, spas, theaters,
travelling etc. Once the deal becomes activated on our web site and if the
customers are signed up for the deal they become eligible. Eligible customers'
credit cards are charged for the purchase by Interups Inc. and they receive an
email for a printable voucher that is used to redeem the deal with the merchant.

If we raise more than $75,000, we plan to keep a small inventory for re-selling
on our web site. This inventory will consist of most popular items with highest
turnover rate. We will display our inventory on our website. Our customers will
be asked to pay us the full price in advance.

STRATEGY

We plan to focus on a monthly recurring "subscription" type model. . The sellers
can develop/refine a product line whereby it is a monthly/quarterly distribution
for the customer. Example is office supply: a working business needs this office
supply at deal prices, but they don't want to spend or purchase all at once. The
"deal" is the fact that the discount would only be available under the specific
terms and values determined by the seller, over certain time-frames, etc. When
sellers know how many subscribers they have every cycle, sellers can plan ahead.

WEBSITE

As described in our Plan of Operation we are planning to set up web sites in
Lithuania, Latvia, Estonia, Germany and USA. Web sites will be in respective
country language. All our web sites will have similar structure. Our website
will display information about us, our services, our prices, our terms, delivery
time for foods and other information. Web site features: multiple locations,
multiple merchants, multiple categories, subscriber list segmentation, daily
emails, simplicity of user interface to save customer time, quick and effective
customer support.

DETAILS OF WEB SITE:

The user will be able to view and choose the city and deal of their choice.
Every city has multiple deals listed under it. The users can subscribe deal
notification to a single or multiple cities. Merchant/Business locations will be
seen through Google Map. The User can view the other deals ("Nearby Deals")
which are on, in the same city or location along with the featured deal. Users
will be able to check recent past deals of the subscribed city on the website
("Recent deals")

The Daily Deal solution will allow the subscribers of the system to receive
e-mail notifications about new deals happening in their subscribed cities or
merchants. Once they purchase the deal, they will be sent their Coupon via
email. Printing of coupon will be available at subscribers account.

Our website will allow the user to refer deals to friends ("Deal Referral"). The
deals will be referred to friends by forwarding the unique referral through
e-mail, Facebook and Twitter. If any of the user's reference buys the deal
through this referral, the user will get Referral Bonus for the first purchase
by the reference. User can redeem the Deal Referral Bonus in their next
purchase.

MARKETING AND ADVERTISING OUR SERVICES

We intend to rely on our sole officer and director, Romanas Bagdonas to market
and advertise our services and products. Our goal is to create solid customer
email base. The more targeted email content is, the more successful it's likely
to be. We will try cross-channel email marketing with social media, SMS
marketing and other marketing methods that we can integrate in your group buying
marketing strategy. In order to motivate people to subscribe for Daily Deal we
will create special subscription campaigns including these elements:

* use your business profiles on social media to promote subscriptions;
* create a compelling landing page outlining benefits of subscribing;
* credits for signing up and inviting friends; and
* offer other benefits like souvenir gifts, samples etc.

Romanas Bagdonas will meet with merchants; negotiate with them to obtain the
deals.

Our products and services will be distributed mainly through our website. When
our volume of sales increases we may hire additional sales personnel to help
administer the sale of our products and services. We plan to compensate these
sales personnel solely with commission payments from sales.

SOURCE OF INVENTORY

If we raise more than $75,000 we are planning to have some inventory of well
selling products to make profit on reselling them via our web site. We will
purchase merchandise in bulk at discount prices and pass the savings to our
customers. We plan to purchase our inventory from the Closeouts and Liquidations
sales.

We will buy and resell various products. Possible products could include, but
are not limited to clothing, cosmetic lines of products, souvenirs etc. We will
resell those products via our web site or wholesale to others distributors. We
do not have any agreements or contracts with closeouts or liquidations companies
to buy their products at this time. We believe that we not need any government
approval of principal products we are going to sell on our web site.

CLOSEOUTS are a type of sale of goods below original manufacture cost that will
no longer be carried or sold within the retail stores.

LIQUIDATIONS are type of sales of goods below original cost in order to settle
debts or reduce amount of debt owed by a company converting merchandise in to
cash.

AGREEMENT WITH SIA OLIRA

We have executed an agreement with a merchant in Latvia, SIA Olira on May 17,
2012. SIA Olira provides line of scin care products and has own day spa with
variety of services for the purpose of improving health, beauty and relaxation
through personal care treatments such as massages and facials. We will offer and
promote these product and services through our web site.

We will offer discounted coupons for SIA Olira's products on our web sites,
collect funds from the buyers and for all sales generated from these
coupons (vouchers) we will retain commissions of one-half (1/2) of proceed of
the vouchers sales. Within 60 days after the last day of the use of the
vouchers, we will remit half of the proceeds generated to SIA Olira.

All payments of sale tax and use tax related to the products or services of
Merchant offered in the Voucher shall be Merchant responsibility.

SIA agrees that we have the right to refund the Voucher price to any customer
who is dissatisfied with the experience of scheduling and using the merchant's
product. In case of refund we will have to return the commission to SIA Olira.

The agreement continue for the longer of one year following the Effective Date -
May 17, 2012 or the last date when our customer purchases a product offered by
SIA Olira our website. We have the right to terminate the agreement at any time
for any reason by giving SIA written notice of such termination. Our agreement
with SIA Olira represents standard terms of agreement we will enter with
merchants.

SHIPPING

We are planning to use the government postal services in each country the
Company will operate:

Esti post for our shipping and handling needs in Estonia.
Lietuvos pastas for our shipping and handling needs in Lithuania.
Latvijas pasts for our shipping and handling needs in Latvia.
Deutsche Post for our shipping and handling needs in Germany
United States Post Office for our shipping and handling needs in USA.

COMPETITION AND INDUSTRY OVERVIEW.

As a wider variety of merchants join the group buying movement, new entrants
from luxury and higher priced categories are moving average transactions higher
in step. While dining, spa and health-related deals still abound, group buying
now cuts across nearly every consumer category.

Groupon and LivingSocial are the leaders in group buying industry. These and
many of our other competitiors, have substantial customer bases and greater
financial resources. There can be no assurance that we can maintain a
competitive position against current or future competitors, particularly those
with greater financial, marketing, service, and support, technical and other
resources.

Competition has been fierce due to the fact that daily deals industry is one
with little barriers to entry but very significant barriers to scale. It's easy
to setup e-shop, but very difficult to scale your business. Cherry Media is the
largest online daily deals business operating in Estonia, Latvia and Lithuania.
The market overall continues to expand as newcommers also discover the cheap
bargains available to them. To compete with existing and new entrants we plan to
focus on a monthly recurring "subscription" type model. The sellers can
develop/refine a product line whereby it is monthly/quarterly distributed for
the customer.

We will provide our customers with a refund of the purchase price if they are
not satisfied with the purchase within the first seven days after the purchase.
In our agreements with Merchants we will negotiate an agreement that Interups
Inc. shall have the right to refund the Voucher price to any Purchaser who is
dissatisfied with the purchase. In case of refund we will also return the
commission fee to the Merchant.

INSURANCE

We plan to purchase shipping insurance from shipping carriers. We do not have
any other insurance.

EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.

We are a development stage company and currently have no employees. Romanas
Bagdonas, our sole officer and director, in a non-employee officer and director
of the Company. We intend to hire employees on an as needed basis.

PROPERTIES

Our business address is at 2360 Corporate Circle Suite 400, Henderson NV 89074.
These premises are provided to us by Incorp.com as part of their incorporation
service. We do not have a lease agreement with Incorp.com regarding these
premises. We have paid Incorp.com $225 for their services. Our telephone number
is (718) 717-2607

GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the e-commerce.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

Our sole director will serve until his successor is elected and qualified. Our
sole officer is elected by the board of directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The board of directors has no nominating, auditing or compensation
committees.

The names, ages and titles of our executive officers and directors are as
follows:

Name and Address of
Executive Officer Term of
and/or Director Age Position Office
--------------- --- -------- ------

Romanas Bagdonas 27 Chief Executive Officer, Inception to present
2360 Corporate Circle Chief Financial Officer
Suite 400 and Director
Henderson NV 89074-7722

Romanas Bagdonas has acted as sole officer and director since our incorporation
on April 11, 2012. During last five years, our president Romanas Bagdonas was
developing and managing various ecommerce projects internationally. He founded
www.bigbonus.lt. (group buying site). From 2008 till January 2012 his
responsibilities were managing and supervising: http://www.superakcijas.lv. Also
2009-2011 he held a position as CEO at www.VideoCV.LV. Our director was selected
based on above mentioned experience in e-commerce industry as well as an
established network of business contacts.

Our president will be devoting approximately 50% of his business time to our
operations. Once we expand operations, and are able to attract more merchants
and customers, Romanas Bagdonas has agreed to commit more time as required.
Because Romanas Bagdonas will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are convenient to him.
As a result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Romanas Bagdonas,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence

definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.

The only conflict that we foresee are that our sole officer and director will
devote time to projects that do not involve us.

SIGNIFICANT EMPLOYEES

We have no employees. Our sole officer and director, Romanas Bagdonas, is an
independent contractor to us and currently devotes approximately twenty hours
per week to company matters. After receiving funding pursuant to our business
plan, Mr.Bagdonas intends to devote as much time as necessary to manage the
affairs of Interups Inc.

During the past ten years, Mr. Bagdonas has not been the subject to any of the
following events:

1. Any bankruptcy petition filed by or against any business of which Mr.
Bagdonas was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Bagdonas's involvement
in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.

We expect to conduct our business through agreements with consultants and
arms-length third parties. Currently, we have no formal independent contractor
or consulting agreements in place.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on April 11, 2012 until May 31, 2012:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------

Romanas April 11, -0- -0- -0- -0- -0- -0- -0- -0-
Bagdonas, 2012 to
President, May 31,
Treasurer 2012
and Secretary

To date, no compensation has been paid to any executive officer. There are no
current employment agreements between the company and its officer. We do not
contemplate entering into any employment agreements until such time as we begin
profitable operations. Mr. Bagdonas will not be compensated after the offering
and prior to profitable operations. There is no assurance that we will ever
generate revenues from our operations.

Mr. Bagdonas currently devotes approximately twenty hours per week to manage the
affairs of Interups Inc. he has agreed to work with no remuneration until such
time as Interups Inc. receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

DIRECTOR COMPENSATION

The member of our board of directors is not compensated for his services as a
director. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.

The following table sets forth director compensation as of May 31, 2012:

Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Romanas Bagdonas -0- -0- -0- -0- -0- -0- -0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 28, 2012, we issued a total of 4,000,000 shares of restricted common
stock to Romanas Bagdonas, our sole officer and director in consideration of
$4,000. Mr. Bagdonas is a sole promoter of our company.

Further, Mr. Bagdonas has agreed to advance funds to us. As of February 19,
2013, Mr. Bagdonas advanced us $6,324. Money is not due on demand and Mr.
Bagdonas will not be repaid from the proceeds of this offering. There is no due
date for the repayment of the funds advanced by Mr. Bagdonas. Mr. Bagdonas will
be repaid from revenues of operations if and when we generate revenues to pay
the obligation. There is no assurance that we will ever generate revenues from
our operations. The obligation to Mr. Bagdonas does not bear interest. There is
no written agreement evidencing the advancement of funds by Mr. Bagdonas or the
repayment of the funds to Mr. Bagdonas. The entire transaction is oral.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
common shares owned beneficially as of February 19, 2013 by: (i) each person
(including any group) known to us to own more than five percent (5%) of any
class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Romanas Bagdonas 4,000,000 shares 100%
2360 Corporate Circle
Suite 400
Henderson, NV 89074

As of February 19, 2013 there were 4,000,000 shares of our common stock issued
and outstanding.

PLAN OF DISTRIBUTION

Interups Inc. has 4,000,000 common shares issued and outstanding as of the date
of this prospectus. Interups Inc. is registering up to 10,000,000 common shares
for sale at the price of $0.01 per share.

There has been no market for our securities. Our common stock is not traded on
any exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with FINRA for our common stock to be eligible for
trading on the over-the-counter market. We do not yet have a market maker who
has agreed to file such application.

We will sell the 10,000,000 common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common shares using
our best efforts and no one has agreed to buy any of our common shares. This
prospectus permits our sole officer and director to sell the common shares
directly to the public, with no commission or other remuneration payable to them
for any common shares he may sell.

There is no plan or arrangement to enter into any contracts or agreements to
sell the common shares with a broker or dealer. Our officer and director will
sell the common shares and intends to offer them to friends, family members and
business acquaintances.

The Company's shares may be sold to purchasers from time to time directly by and
subject to the discretion of the Company. Further, the Company will not offer
its shares for sale through underwriters, dealers, agents or anyone who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Company and/or the purchasers of the shares for whom they
may act as agents. The shares of common stock sold by the Company may be
occasionally sold in one or more transactions; all shares sold under this
prospectus will be sold at a fixed price of $0.01 per share.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Interups has complied.

In addition and without limiting the foregoing, the Company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

There is no minimum amount of common shares we must sell so no money raised from
the sale of our common shares will go into escrow, trust or another similar
arrangement.

The common shares are being offered by Mr. Bagdonas, our sole officer and
director. Mr. Bagdonas will be relying on the safe harbor in Rule 3a4-1 of the
Securities Exchange Act of 1934 to sell the common shares. No sales commission
will be paid for common shares sold by Mr. Bagdonas are not subject to a
statutory disqualification and are not associated persons of a broker or dealer.

Additionally, Mr. Bagdonas primarily performs substantial duties on behalf of
the registrant otherwise than in connection with transactions in securities. Mr.
Bagdonas has not been a broker or dealer or an associated person of a broker or
dealer within the preceding 12 months and he has not participated in selling an
offering of securities for any issuer more than once every 12 months other than
in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities
Exchange Act of 1934.

Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.

Interups Inc. will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states) which
we expect to be $10,000.

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
10,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 10,000,000 shares registered under the
Registration Statement of which this Prospectus is part or (iii) the last day of
the year after the effective date of this prospectus. We will not accept any
money until this registration statement is declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Interups Inc."

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our articles of incorporation do not authorize us to
issue any preferred stock. As of February 19, 2013, there were 4,000,000 common
shares issued and outstanding that was held by one registered stockholder of
record.

COMMON STOCK

The following is a summary of the material rights and restrictions associated
with our common stock. The holders of our common stock currently have

(i) equal ratable rights to dividends from funds legally available
therefore, when, as and if declared by the board of directors of Interups Inc.;

(ii) are entitled to share ratably in all of the assets of Interups Inc.
available for distribution to holders of common stock upon liquidation,
dissolution or winding up of the affairs of Interups Inc.

(iii) do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights applicable thereto; and

(iv) are entitled to one non-cumulative vote per share on all matters on
which stock holders may vote. All shares of common stock now outstanding are
fully paid for and non-assessable and all shares of common stock which are the
subject of this offering, when issued, will be fully paid for and
non-assessable.

We refer you to our Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.

PREFERRED STOCK

We are not authorized to issue preferred stock.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not

be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 50% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

NEVADA ANTI-TAKEOVER LAWS

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.

The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.

The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series

of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our bylaws provide that we will indemnify an officer, director, or former
officer or director, to the full extent permitted by law. We have been advised
that, in the opinion of the SEC, indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by
a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by one of our director, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.

EXPERTS

The financial statements of the registrant appearing in this prospectus and in
the registration statement have been audited by Sadler, Gibb & Associates, an
independent registered public accounting firm and are included in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings the outcome of which, in the opinion
of our management, would have a material adverse effect on our business,
financial condition, or results of operation.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of
common stock being offered hereby.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any document
filed as exhibits in this prospectus. If you want more information, write or
call us at:

Interups Inc.
2360 Corporate Circle Suite 400
Henderson NV 89074-7722
Tel: (718)717-2607
Attention: Romanas Bagdonas, Chief Executive Officer

Our fiscal year ends on May 31. Upon completion of this offering, we will become
a reporting company and file annual, quarterly and current reports with the SEC.
You may read and copy any reports, statements, or other information we file at
the SEC's public reference room at 100 F Street, Washington D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee by writing
to the SEC. Please call the SEC at 1-800- SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also available
to the public on the SEC Internet site at http:\\www.sec.gov.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

INTERUPS INC.
Table of Contents

Page
----

Report of Independent Registered Public Accounting Firm......................F-2

Balance Sheet - May 31, 2012.................................................F-3

Statements of Operations from inception on April 11, 2012 through
May 31, 2012................................................................F-4

Statement of Stockholders' Deficit from inception on April 11, 2012
through May 31, 2012........................................................F-5

Statements of Cash Flows from inception on April 11, 2012 through
May 31, 2012................................................................F-6

Notes to Financial Statements................................................F-7

F-1

SADLER, GIBB, & ASSOCIATES, L.L.C.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Interups Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Interups Inc. as of May 31,
2012 and the related statements of operations, stockholders' equity and cash
flows from inception on April 11, 2012 through May 31, 2012. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the 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
consolidated financial statements are free of material misstatement. The Company
is 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 the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides 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 Interups Inc., as of May 31, 2012
and the results of their operations and their cash flows from inception on April
11, 2012 through May 31, 2012, in conformity with U.S. generally accepted
accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has not yet established an ongoing source of
revenue sufficient to cover its operating costs which raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC
-------------------------------------------
Sadler, Gibb & Associates, LLC
Farmington, UT
June 25, 2012

F-2

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

May 31, 2012
------------
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 4,085
--------

TOTAL ASSETS $ 4,085
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Loan from director $ 324
--------
TOTAL LIABILITIES 324
--------
STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000
Deficit accumulated during the development stage (239)
--------
TOTAL STOCKHOLDERS' EQUITY 3,761
--------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,085
========

See accompanying notes to financial statements.

F-3

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

From Inception on
April 11, 2012
through
May 31, 2012
------------
REVENUES $ --

OPERATING EXPENSES
General and administrative expenses 239
-----------
TOTAL OPERATING EXPENSES 239
-----------
NET LOSS FROM OPERATIONS (239)
PROVISION FOR INCOME TAXES --
-----------

NET LOSS $ (239)
===========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000
===========

See accompanying notes to financial statements.

F-4

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Inception, April 11, 2012 -- $ -- $ -- $ -- $ --

Shares issued for cash at
$0.001 per share 4,000,000 4,000 -- -- 4,000

Net loss for the year ended
May 31, 2012 -- -- -- (239) (239)
--------- ------- ----- ------- -------

Balance, May 31, 2012 4,000,000 $ 4,000 $ -- $ (239) $ 3,761
========= ======= ===== ======= =======

See accompanying notes to financial statements.

F-5

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

From Inception on
April 11, 2012
through
May 31, 2012
------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (239)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Expenses paid on behalf of the Company by related parties 224
-------
CASH FLOWS USED IN OPERATING ACTIVITIES (15)
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from director loans 100
Proceeds from sale of common stock 4,000
-------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 4,100
-------
NET INCREASE IN CASH 4,085
Cash, beginning of period --
-------

Cash, end of period $ 4,085
=======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ --
=======
Income taxes paid $ --
=======

See accompanying notes to financial statements.

F-6

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Interups Inc. was incorporated under the laws of the State of Nevada on April
11, 2012. We are in the business of internet-based group buying site. We plan to
develop daily deal website marketplace in which a single type of product is
offered for sale for a period of 24 hours.

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company 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 financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $4,085 of cash
as of May 31, 2012.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. 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.

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.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.

F-7

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of May 31, 2012.

Recent Accounting Pronouncements
Interups Inc. 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 3 - LOAN FROM DIRECTOR

During the period ended May 31, 2012, a director loaned $100 to the Company and
paid for $224 of operating expenses on behalf of the Company, leaving an ending
balance in director loans of $324. The loans are unsecured, non-interest bearing
and due on demand.

NOTE 4 - COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On May 28, 2012, the Company issued 4,000,000 shares of common stock for cash
proceeds of $4,000 at $0.001 per share.

There were 4,000,000 shares of common stock issued and outstanding as of May 31,
2012.

NOTE 5 - INCOME TAXES

As of May 31, 2012, the Company had net operating loss carry forwards of
approximately $81 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.

The provision for Federal income tax consists of the following:

May 31, 2012
------------
Federal income tax benefit attributable to:
Current Operations $ 81
Less: valuation allowance (81)
------

Net provision for Federal income taxes $ --
======

F-8

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2012

NOTE 5 - 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:

May 31, 2012
------------
Deferred tax asset attributable to:
Net operating loss carryover $ 81
Less: valuation allowance (81)
------

Net deferred tax asset $ --
======

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $81 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of May 31,
2012. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to May 31, 2012 through the date these financial statements were
issued, and has determined that it does not have any material subsequent events
to disclose in these financial statements.

F-9

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS

November 30, May 31,
2012 2012
-------- --------
(Unaudited)

ASSETS

Current Assets
Cash and cash equivalents $ 42 $ 4,085
Prepaid expenses 3,000 --
-------- --------

Total Assets $ 3,042 $ 4,085
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Loans from director $ 7,337 $ 324
-------- --------

Total Liabilities 7,337 324
-------- --------

Stockholders' Equity (Deficit)
Common stock, par value $0.001; 75,000,000 shares authorized,
4,000,000 shares issued and outstanding 4,000 4,000
Deficit accumulated during the development stage (8,295) (239)
-------- --------

Total Stockholders' Equity (Deficit) (4,295) 3,761
-------- --------

Total Liabilities and Stockholders' Equity (Deficit) $ 3,042 $ 4,085
======== ========

See accompanying notes to condensed financial statements.

F-10

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

Period From
Three Months Six Months April 11, 2012
Ended Ended (Inception) to
November 30, November 30, November 30,
2012 2012 2012
---------- ---------- ----------

REVENUES $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
General and administrative expenses 2,039 8,056 8,295
---------- ---------- ----------
TOTAL OPERATING EXPENSES 2,039 8,056 8,295
---------- ---------- ----------

LOSS FROM OPERATIONS (2,039) (8,056) (8,295)

PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------

NET LOSS $ (2,039) $ (8,056) $ (8,295)
========== ========== ==========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 4,000,000 4,000,000
========== ==========

See accompanying notes to condensed financial statements.

F-11

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

From Inception on
For Six Months April 11, 2012
Ended through
November 30, November 30,
2012 2012
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (8,056) $ (8,295)
Adjustments to reconcile net los to net cash
(used in) operating activities:
Expenses paid on behalf of the Company by related parties 7,013 7,237
Changes in operating assets and liabilities:
Prepaid expenses (3,000) (3,000)
-------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES (4,043) (4,058)

CASH FLOWS FROM INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from director loans -- 100
Proceeds from sale of common stock -- 4,000
-------- --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES -- 4,100
-------- --------

NET INCREASE IN CASH (4,043) 42

Cash, beginning of period 4,085 --
-------- --------

CASH, END OF PERIOD 42 $ 42
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========

See accompanying notes to condensed financial statements.

F-12

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2012 (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Interups Inc. was incorporated under the laws of the State of Nevada on April
11, 2012. We are in the business of Internet based group buying site. We plan to
develop daily deal website marketplace in which a single type of product is
offered for sale for a period of 24 hours.

NOTE 2 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at November 30, 2012 and for all periods
presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's May 31, 2012
audited financial statements. The results of operations for the periods ended
November 30, 2012 are not necessarily indicative of the operating results for
the full years.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of November
30, 2012. The Company currently has limited working capital, and has not
completed its efforts to establish a stabilized source of revenues sufficient to
cover operating costs over an extended period of time.

NOTE 4 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company 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 financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

F-13

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2012 (UNAUDITED)

NOTE 4 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a May 31 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $42 of cash as
of November 30, 2012 and $4,085 of cash as of May 31, 2012.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. 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.

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 Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of November 30, 2012.

Recent Accounting Pronouncements

Interups Inc. 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.

F-14

INTERUPS INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOVEMBER 30, 2012 (UNAUDITED)

NOTE 5 - LOANS FROM DIRECTOR

On May 31, 2012 the balance due to the director was $324. Of the $324 balance,
$100 were cash proceeds from the director and the remaining $224 were expenses
the director paid on behalf of the Company.

During the six months period end November 30, 2012 the Company's director had
paid $7,013 of expenses on behalf of the Company. As of November 30, 2012 the
ending balance due to the director was a total of $7,337. The loans are
unsecured, non-interest bearing and due on demand.

NOTE 6 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to November 30, 2012 through the date these financial statements were
issued, and has determined that it does not have any material subsequent events
to disclose in these financial statements.

F-15

[Back Page of Prospectus]

PROSPECTUS

10,000,000 SHARES OF COMMON STOCK

INTERUPS INC.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL _____________ ___, 2013, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 11.46
Printing Expenses $ 88.54
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 3,500.00
Legal Fees and Expenses $ 3,500.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $10,000.00
==========

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(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Interups Inc. bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or her
office. The board of directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.

As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Interups Inc, we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. On May 28, 2012 Interups Inc. offered and
sold 4,000,000 common shares to our sole officer and director, Romanas Bagdonas,
for a purchase price of $0.001 per share, for aggregate offering proceeds of
$4,000. Interups Inc. made the offer and sale in reliance on the exemption from
registration afforded by Section 4(2) to the Securities Act of 1933, as amended
on the basis that the securities were offered and sold in a non-public offering
to a "sophisticated investor" who had access to registration-type information
about Interups Inc. No commission was paid in connection with the sale of any
securities and no general solicitations were made to any person.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number Description of Exhibit
------ ----------------------

3.1 Articles of Incorporation of the Registrant (1)
3.2 Bylaws of the Registrant (1)
5.1 Opinion re: Legality and Consent of Counsel (1)
10.1 Agreement dated May 17, 2012, by and between the SIA Olira and
INTERUPS INC (1)
23.1 Consent of Legal Counsel (contained in exhibit 5.1) (1)
23.2 Consent of Sadler, Gibb & Associates

----------
(1) Incoporated herein by reference to the corresponding exhbitis filed with
the Company's registration statement on Form S-1 filed with the SEC on July
31, 2012.

II-1

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;

ii. Reflect in the prospectus any facts or events arising after the
effective date of which, individually or together, represent a
fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered, if the total dollar
value of securities offered would not exceed that which was
registered and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC in accordance with Rule 424(b) of
this chapter, if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and

iii. Include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered,
and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to
sell the securities to the purchase, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchase and will be considered to offer or sell such securities to
such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed
pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;

II-2

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and

iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Henderson, Nevada on
February 26, 2013.

INTERUPS INC.

By: /s/ Romanas Bagdonas
------------------------------------------
Name: Romanas Bagdonas
Title: Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive, Financial and
Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Romanas Bagdonas
--------------------------- Principal Executive Officer February 26, 2013
Romanas Bagdonas Controller
Principal Financial Officer,
Director

II-4

EXHIBIT INDEX

Exhibit
Number Description of Exhibit
------ ----------------------

----------
(1) Incoporated herein by reference to the corresponding exhbitis filed with
the Company's registration statement on Form S-1 filed with the SEC on July
31, 2012.