SPARE BACKUP, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - SPARE BACKUP, INC.	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - SPARE BACKUP, INC.	ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - SPARE BACKUP, INC.	ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - SPARE BACKUP, INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________

Commission File Number: 000-30587

SPARE BACKUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		23-3030650
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

990 Ironwood, Minden, NV 98423

(Address of principal executive offices)

(775) 392-2180

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, 313,997,977 shares of common stock are issued and outstanding as of May 17, 2012.

OTHER PERTINENT INFORMATION

When used in this report, the terms “Spare Backup,” the Company”, “ we”, “our”, and “us” refers to Spare Backup, Inc., a Delaware corporation formerly known as Newport International Group, Inc., and our subsidiary. The information which appears on our web site is not part of this report.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to raise sufficient capital to fund our ongoing operations and satisfy our obligations as they become due, our ability to increase our revenues, our ability to compete within our market segment, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, as well as our annual report on Form 10-K for the year ended December 31, 2010 including the risks described in Part I. Item 1A. Risk Factors of that report. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

SPARE BACKUP, INC.

INDEX

		Page

PART I – FINANCIAL INFORMATION:

Item 1.	Financial Statements	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	[Removed and Reserved]	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

Signatures		23

SPARE BACKUP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
ASSETS	2012			2011
	(Unaudited)				(1)
Current Assets:
Accounts receivable, net allowance for bad debt of $100,000 and $100,000	$	121,750		$	120,248
Prepaid expenses		8,313			10,599
Total current assets		130,063			130,847

Property and equipment, net of accumulated depreciation of $300,372 and $279,345		78,098			98,070

Other assets		85,522			85,522
Total assets	$	293,683		$	314,439

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	3,749,953		$	3,615,504
Overdraft liability		20,983			70,750
Accrued payroll taxes		4,386,182			4,314,670
Convertible promissory notes and accrued interest		2,069,158			2,133,739
Notes payable		1,053,600			787,600
Deferred revenue		102,500			102,500
Due to stockholder		15,000			15,000
Total current liabilities		11,397,376			11,039,763

Stockholders' Deficit:
Preferred stock, $0.001 par value, 5,000,000 shares authorized: 50,000 Series A and 100,000 Series B issued and outstanding		150			150
Common stock; $.001 par value; 450,000,000 shares authorized; 325,875,822 and 303,943,573 issued and outstanding at March 31, 2012 and December 31, 2011, respectively		325,876			303,943
Additional paid-in capital		106,787,434			105,765,093
Accumulated deficit		(118,217,153	)		(116,794,510	)

Total stockholders’ deficit		(11,103,693	)		(10,725,324	)

Total liabilities and stockholders’ deficit	$	293,683		$	314,439

(1) Derived from audited financial statements

See Notes to Unaudited Consolidated Financial Statements.

F-1

SPARE BACKUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three-month periods ended
	March 31,
	2012			2011
	(Unaudited)			(Unaudited)

Net Revenues	$	244,315		$	37,594

Operating expenses:
Research and development		264,833			258,259
Selling, general and administrative		1,361,280			1,479,203
Total operating expenses		1,626,113			1,737,462

Operating loss		(1,381,798	)		(1,699,868	)

Other income (expense):
Change in fair value of derivative liabilities		-			1,761,726
Interest expense		(40,797	)		(110,821	)
Total other income (expense)		(40,797	)		1,650,905

Net (loss)	$	(1,422,595	)	$	(48,963	)


Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)

Basic and diluted weighted average common shares outstanding		306,166,593			215,197,805

See Notes to Unaudited Consolidated Financial Statements.

F-2

SPARE BACKUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended
	March 31,
	2012			2011
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net (loss)	$	(1,422,595	)	$	(48,963	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		-			(1,761,726	)
Fair value of options and warrants issued for services		275,598			108,596
Fair value of option and warrant modifications		-			121,621
Fair value of warrants issued for interest		-			198
Fair value of common stock issued in connection with service rendered		280,800			194,000
Fair value of convertible promissory notes modifications		-			266
Fair value of common stock issued in connection with note payable issuance		-			44,000
Fair value of common stock issued in connection with the conversion of convertible promissory notes		-			(332	)
Depreciation		21,027			59,441
Amortization of debt discount		-			19,284
Amortization of prepaid expenses		2,285			16,199
Amortization of deferred financing costs		-			648
Gain from debt settlement		-			279
Changes in operating assets and liabilities:
Accounts receivable		(1,502	)		19,820
Accounts payable, accrued expense and accrued payroll taxes		205,915			218,360
Deferred revenues		-			-
Accrued interest on convertible promissory notes		38,643			46,755

Net cash used in operating activities		(599,828	)		(961,554	)

Cash flows used in investing activities:
Capital expenditures		(1,055	)		(816	)

Net cash used in investing activities		(1,055	)		(816	)

Cash flows from financing activities:
Proceeds from issuance of convertible promissory notes		-			50,000
Proceeds from issuance of notes payable		266,000			264,000
Repayment of notes payable		-			(110,000	)
Net proceeds from issuance of common stock for cash		306,250			735,969
Cash overdraft		(49,767	)		22,401
Proceeds from exercise of stock options		78,400			-

Net cash provided by financing activities		600,883			962,370

Net decrease in cash		-			-

Cash, beginning of period		-			-

Cash, end of period	$	-		$	-

Supplemental disclosures of cash flow information:
Cash paid for interest	$	2,153		$	-
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Write off of fully depreciated property and equipment	$	-		$	183,641
Fair value of warrants and embedded conversion features issued in connection with the issuance of convertible promissory notes and corresponding debt discount	$	-		$	47,672
Conversion of convertible promissory notes and accrued interest into shares of common stock	$	-		$	129,374
Conversion of notes payable into shares of common stock	$	-		$	458,500
Fair value of common stock issued for accrued interest	$	103,224		$	-
Fair value of derivative liability	$	-		$	2,313,564

See Notes to Unaudited Consolidated Financial Statements.

F-3

SPARE BACKUP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MARCH 31, 2012

(Unaudited)

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND GOING CONCERN

Spare Backup, Inc., (the "Company") was incorporated in Delaware in December 1999. The Company sells on-line backup solutions software and services to individuals, business professionals, small office and home office companies, and small to medium sized businesses.

The balance sheet presented as of March 31, 2012 has been derived from our audited financial statements. The unaudited financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted pursuant to those rules and regulations, but we believe that the disclosures are adequate to make the information presented not misleading. The financial statements and notes included herein should be read in conjunction with the annual financial statements and notes for the year ended December 31, 2011 included in our Annual Report on Form 10-K filed on April 26, 2012. The results of operations for the three-month period ended March 31, 2012 are not necessarily indicative of the results for the year ending December 31, 2012.

The accompanying consolidated unaudited financial statements have been prepared on a going concern basis. The Company has incurred net losses of approximately $1.4 million during the three-month period ended March 31, 2012 and its current liabilities exceed its current assets by $11.3 million. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by issuing additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The accompanying consolidated unaudited financial statements include the accounts of Spare Backup and its wholly-owned subsidiary. All material inter-company balances and transactions have been eliminated in consolidation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States 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 of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to share-based payments and useful life of property and equipment. Actual results will differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents.

F-4

Reclassification

Certain items in the March 31, 2011 financial statements have been reclassified to conform to the presentation in the March 31, 2012 financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During the three-month period ended March 31, 2012, the Company did not exceed the FDIC insurance limit.

The Company's accounts receivable are due from a few customers, which are located in the Unites States and United Kingdom. At March 31, 2012, four of the Company’s customers accounted for substantially all of its accounts receivable. Two of the Company’s customers accounted for 16% and 96% of its accounts receivable at December 31, 2011.

Accounts Receivable

The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. Management determined that an allowance of $100,000 and $100,000 was necessary at March 31, 2012 and December 31, 2011.

Property and Equipment

Property and equipment, which primarily consists of office equipment and computer software, are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of three to five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in other income (expense) in the accompanying statements of operations.

Revenue Recognition

The Company follows the guidance of the FASB ASC 605-10-S99 "Revenue Recognition Overall – SEC Materials." The Company records revenue when persuasive evidence of an arrangement exists, on-line back-up services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

The Company has collected annual fees related to online back-up services. Online back-up service fees received in advance or collected up front are reflected as deferred revenue on the accompanying balance sheet. Deferred revenue as of March 31, 2012 and December 31, 2011 amounted to $102,500, and will be recognized as revenue over the respective subscription period.

Revenue consists of the gross value of billings to clients. The Company reports this revenue gross in accordance with Generally Accepted Accounting Pronouncements (“GAAP”) because it is responsible for fulfillment of the service, has substantial latitude in setting price and assumes the credit risk for the entire amount of the sale, and it is responsible for the payment of all obligations incurred for sales marketing and commissions.

Customer Concentration

Two of the Company’s customers accounted for 67% and 10% of the Company’s revenue during the three-month period ending March 31, 2012. None of the Company's customers accounted for a material amount of its revenues during the three-month period ending March 31, 2011.

F-5

Product Concentration

The Company offers subscriptions to online and software backup products to assist individuals, small businesses and home business users.

Fair Value of Financial Instruments

FASB ASC 820 “Fair Value Measurements and Disclosures” establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities as of March 31, 2012 and December 31, 2011, with the exception of its convertible promissory notes and derivative liabilities. The carrying amount of the convertible promissory notes at March 31, 2012 and December 31, 2011, approximate their respective fair value based on the Company’s incremental borrowing rate. The derivative liabilities are computed using either the Black Scholes Model or the binomial method.

Software Development Costs

Costs incurred in the research and development of software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with FASB ASC 985-20, “Costs of Software to be Sold, Leased, or Marketed.” The Company believes that the current process for developing software is essentially completed concurrently with the establishment of technological feasibility. Accordingly, no software development costs have been capitalized as of March 31, 2012. Instead, such amounts are included in the statement of operations under the caption "Research and development."

Foreign Currency Transactions

The Company periodically engages in transactions in countries outside the United States which may result in foreign currency transaction gains or losses. Gains and losses resulting from foreign currency transactions are recognized as foreign currency gain (loss) in the statement of operations of the period incurred.

Income Taxes

Income taxes are accounted for in accordance with the provisions of FASB ASC-740 – Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

F-6

Share-based Payments

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes-Merton (“BSM”) option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments and warrants in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.”

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.”

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could require net cash settlement, then the contract shall be classified as an asset or a liability.

Pursuant to 815-40-25-22, if the number of currently authorized but unissued shares, less the maximum number of shares that could be required to be delivered during the contract period under existing commitments, including outstanding convertible debt or instruments, outstanding stock options and warrants, exceeds the maximum number of shares that could be required to be delivered under share settlement of the contract, then the excess is to be accounted for as a liability.

F-7

Additionally, the Company determines whether the instruments issued in the transactions are considered indexed to the Company’s own stock.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Basic and Diluted Earnings per Share

Basic earnings per share is calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share is computed using the weighted-average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the reverse treasury stock method). The outstanding options, warrants and shares equivalent issuable pursuant to convertible promissory notes amounted to 103,661,740 and 117,217,064 at March 31, 2012 and 2011, respectively. Accordingly, these common share equivalents at March 31, 2012 and 2011 are excluded from the loss per share computation for that period due to their antidilutive effect.

The following sets forth the computation of basic and diluted earnings per share for the three-month periods ended March 31, 2012 and 2011:

	Three months ended
	March 31,			March 31,
	2012			2011
Numerator:
Net loss	$	(1,422,595	)	$	(48,963	)
(Increase) decrease in fair value of derivative liabilities		-			(1,761,726	)
Numerator for basic earnings per share- loss attributable to common stockholders - as adjusted		(1,422,595	)		(1,810,689	)

Numerator for diluted earnings per share-net income (loss) attributable to common stockholders - as adjusted	$	(1,422,595	)	$	(1,810,689	)

Denominator:
Denominator for basic earnings per share--weighted average shares		306,166,593			215,197,805
Effect of dilutive securities:
Assumed conversion of Series A and B preferred stock		-			-
Assumed conversion of notes payable		-			-
Stock options		-			-
Warrants		-			-
Dilutive potential common shares		-			-
Denominator for diluted earnings per share--adjusted weighted-average shares and assumed conversions		306,166,593			215,197,805

Loss per share:
Net loss available to common stockholders
Basic and diluted	$	(0.00	)	$	(0.01	)

F-8

NOTE 3- PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

		March 31,			December 31,
	Estimated life	2012			2011
Computer and office equipment	3 to 5 years	$	378,470		$	377,415
			378,470			377,415
Less: Accumulated depreciation			(300,372	)		(279,345	)
		$	78,098		$	98,070

Depreciation expense amounted to $21,027 and $59,441 during the three-month periods ended March 30, 2012 and 2011, respectively.

NOTE 4 – ACCRUED PAYROLL TAXES

At March 31, 2012, the Company recorded a liability of approximately $4.4 million to certain U.S. and state governmental agencies for unpaid payroll taxes, including statutory additions, such as interest and penalties.

NOTE 5 - CONVERTIBLE PROMISSORY NOTES

Convertible promissory notes

Convertible promissory notes consist of the following as of:

	March 31, 2012			December 31, 2011
Convertible promissory notes, bearing interest between 8% and 10% per annum, maturing between August 2008 and October 2011. Interest is within 30 days after the end of the quarter. Interest may be paid in cash or common stock at the option of the Company. Interest paid in common stock will be calculated at a range of 90% of the average closing price for the common stock for the five trading days preceding the interest payment date to 100% of the volume weighted average price for the common stock for the ten trading days preceding the interest payment date. The promissory notes are convertible at any time at the option of the holder, into shares of common stock at an effective conversion rate ranging from $0.05 to $0.25.	$	1,918,735		$	1,918,735
Less: unamortized discount		(-	)		(-	)
Convertible promissory notes	$	1,918,735		$	1,918,735

F-9

The following sets forth the Company’s activity of its convertible notes payable during the three-month period ended March 31, 2012 and 2011, respectively:

	Three-month period ended March 31, 2012		Three-month period ended March 31, 2011
Issuance of -0- and 2,369,966 shares of common stock pursuant to conversion of convertible notes payable	$	-	$	129,042
Proceeds from issuance of convertible notes payable		-		50,000
Fair value of 1,422,249 shares of common stock to satisfy accrued interest obligations		103,224		-
Fair value of warrants and embedded conversion features recorded as corresponding debt discount		-		47,672
Fair value of warrants issued to satisfy accrued interest obligations		-		198
Amortization of debt discount		-		19,284
Amortization of deferred financing costs		-		648

All convertible notes are past due at March 31, 2012.

During June 2011, the Company agreed to issue a $1.5 million note payable, 5,000,000 warrants and 50,000 shares of the Company’s Series B Preferred Stock. At September 30, 2011, the Company’s available credit under the note amounted to $1.1 million and the Company’s Series B Preferred Stock have not been designated or issued. The note bears interest at 10% per annum, which is payable in August 2011 and every month thereafter. The note matures in June 2014. The note is convertible, at the holder’s option, at a rate equal to 75% of the Company’s 5-day moving average quoted price of the stock for that month. The exercise price of the warrants is $0.09 per share. The warrants expire in June 2016. The Company may borrow up to $325,000 per month under this instrument. The Company received $440,000 under the note payable during the year ended December 31, 2011. In December 2011, 50,000 shares of Series B Preferred Stock were issued.

Notes Payable

Notes payable do not have any stated interest rate, are payable on demand and are unsecured, with the exception of one note amounting to $37,500, which has a premium of $15,000 and is due on November 16, 2011. The amount due under such note at March 31, 2012 amounts to $15,000.

The following sets forth the Company’s activity of its notes payable during the three-month period ended March 31, 2012 and 2011, respectively:

	Three-month period ended March 31, 2012		Three-month period ended March 31, 2011
Principal repayments	$	-	$	110,000
Proceeds from issuance of note payable		266,000		264,000
Fair value of 500,000 shares of common stock to satisfy accrued interest obligations		-		44,000
Issuance of 6,420,000 shares to satisfy obligations under certain notes payable		-		458,500

F-10

The Company recognized approximately $41,000 and $111,000 during the three-month periods ended March 31, 2012 and March 31, 2011, respectively, as interest expense, which consists of the excess of the fair value of shares of common stock over the carrying value of the convertible promissory notes and notes payable satisfied, amortization of debt discount, amortization of deferred financing costs, fair value of the Company’s shares of common stock and warrants issued in lieu of interest.

NOTE 6 - DERIVATIVE LIABILITIES

The maximum number of shares required to be delivered during the period under which substantially all of the Company’s outstanding warrants and convertible notes exceed the amount of authorized shares through September 30, 2011.

The Company accounts for the embedded conversion features included in its convertible promissory notes and outstanding warrants.

The aggregate fair value of derivative liabilities at March 31, 2012 and December 31, 2011 amounted to approximately $0.

During the first three quarters of 2011, the warrants and convertible promissory notes issued by the Company were recognized as liability contracts because, at issuance, the Company did not have sufficient amount of authorized of shares of common stock to satisfy its obligations under such contracts.

During December 2011, the Company’s shareholders approved an increase in the Company’s authorized number of its shares of common stock to 450,000,000. Accordingly, the Company reclassified its previously-recorded liability contracts to equity contracts in December 2011.

At each measurement date, the fair value of the embedded conversion features and warrants were based on the binomial and the Black Scholes method, respectively.

During the three-month period ended March 31, 2011, the Company issued warrants in connection with the sale of the Company’s common stock, conversion of convertible promissory notes, and short-term note payable, as well a convertible promissory note. The maximum number of shares required to be delivered during the period under which the warrants issued pursuant to common stock, conversion of promissory notes and short-term note payables, as well as the issuance of convertible promissory note, together with all the outstanding convertible debt, stock options, warrants and common stock, exceeds the amount of authorized common stock shares at March 31, 2011. As a result, the Company recorded a derivative liability aggregating $2,313,564, and was offset against the additional-paid in capital.

The fair value of the derivative instruments were based on the following assumptions:

Exercise price:		$0.05 - $0.20
Market price at date of grant:		$0.08 - $0.225
Expected volatility:		50.83% - 89.35%
Term:	>1 year – 5 year
Risk-free interest rate:		0.17% - 2.14%

F-11

NOTE 7 - STOCKHOLDERS' DEFICIT

Preferred Stock

During the year ended December 31, 2011, the Company issued 100,000 shares of its Series B Preferred Stock. The Series B Preferred Stock’s designation provides voting rights amounting to 400-to-1 shares. The Company issued 50,000 of such shares to one of its directors, who also manages and controls a company which is one of the Company’s customers. Additionally, the Company issued 50,000 of such shares to one of its lenders and shareholders, who has granted a $1.5 million convertible note payable and was the owner of 7,416,666 shares of the Company’s common stock at the date of issuance of the $1.5 million convertible note payable.

The issuance of the shares of Series B Preferred Stock was recognized at their par value.

Common Stock

During December 2011, the Company increased its authorized shares of common stock to 450,000,000.

The issuance of common stock during the three-month period ended March 31, 2011 is summarized in the table below:

	Number of Shares of Common Stock		Fair Value at Issuance		Fair Value at Issuance (per share)
Services performed- Investor relations		2,000,000	$	194,000	$	0.095 - 0.10
Conversion of 8% convertible promissory notes		2,369,966		129,042		0.05-0.12
Private placement, net of finder’s fee of $44,080		15,580,973		735,969		0.05 - 0.06
Conversion of notes payable		6,420,000		458,500		0.05-0.10
Interest associated with issuance of notes payable		500,000		44,000		0.088

The issuance of common stock during the three-month period ended March 31, 2012 is summarized in the table below:

	Number of Shares of Common Stock		Fair Value at Issuance		Fair Value at Issuance (per share)
Services performed- Investor relations		4,000,000	$	280,800	$	0.07
Accrued interest payment for 8% and 10% convertible promissory notes		1,422,249		103,224		0.06 - 0.12
Exercise of stock options		3,640,000		78,400		0.025
Private placement		12,870,000		306,250		0.02 – 0.05

Warrants

During the three-month period ended March 31, 2011, in connection with the private placements the Company issued warrants to purchase 1,090,000 shares of common stock at an exercise price of $0.09 per shares. In connection with the private placement, the Company also issued additional warrants to purchase 4,575,000 shares of common stock at an exercise price range of $0.05 to $0.12 as finder’s fee. The warrants expire between 2014 and 2016.

F-12

During the three-month period ended March 31, 2011, in connection with the conversion of a 8% convertible promissory note issued warrants to purchase 166,667 shares of common stock at an exercise price of $0.16 per share. The warrants expire in 2013.

During the three-month period ended March 31, 2011, in connection with the conversion of a 8% convertible promissory note, the Company issued warrants to purchase 19,981 shares of common stock at an exercise price of $0.16 per shares for accrued interest. The warrants expire in 2013. The warrants were valued at $198 using the Black-Scholes option pricing model.

The fair value of the warrants granted is based on the Black Scholes Model using the following assumptions:

	March 31, 2012		March 31, 2011
Exercise price:		N/A		$0.16
Market price at date of grant:		N/A		$0.089
Expected volatility:		N/A		50.83%
Term:		N/A	2 years
Risk-free interest rate:		N/A		0.63%

Stock Options

In 2002, the Company adopted the 2002 Stock Plan under which stock awards or options to acquire shares of the Company's common stock may be granted to employees and non-employees of the Company. The Company has authorized 12,000,000 shares of the Company's common stock for grant under the 2002 Plan.

In May 2006, the Board increased the authorized amount to 27,000,000. The 2002 Plan is administered by the Board of Directors and permits the issuance of options for the purchase of up to the number of available shares outstanding. Options granted under the 2002 Plan vest in accordance with the terms established by the Company's stock option committee and generally terminates ten years after the date of issuance.

The fair value of stock options granted was estimated at the date of grant using the Black-Scholes options pricing model. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model:

	March 31, 2012		March 31, 2011
Exercise Price		$0.05-0.025		N/A
Market price at date of grant		$0.05-0.07		N/A
Expected volatility		76%		N/A
Risk-free interest rate		0.51%		N/A

The following activity occurred under our plan:

	2012		2011

Weighted-average grant-date fair value of options granted	$	0.05		N/A
Fair value of options recognized as expense:	$	275,598	$	108,596
Options granted		4,640,000		-

The total compensation cost related to non-vested options not yet recognized amounted to approximately $20,000 at March 31, 2012 and the Company expects that it will be recognized over the following weighted-average period of 12 months.

F-13

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company has appealed to the California Court of Appeals in a matter involving a consultant. The issue on appeal is the California Superior Court’s failure to disregard a NY state court judgment for approximately $100,000, which the Company asserts was improperly entered and, therefore, should not be recognized as a valid sister state judgment. The Company’s likelihood of success on this appeal cannot be determined at this time.

In November 2011, a note holder filed suit against the Company in Nevada State Court in Douglas County, alleging breach of a promissory debenture. The Company has filed motions to dismiss the action based on the fact that the note holder has been dissolved and the Company has entered into individual agreements with its former partners. The case has not been set for trial and, as of this date, there is a low likelihood of an unfavorable outcome.

In February 2011, a former employee filed suit against the Company alleging various employment related claims. The Company conducted litigation and discovery and on April 4, 2012, the case was tentatively settled for approximately $60,000 to be paid over 15 months.

In June 2011, a vendor filed suit against the Company for breach of contract related to software services they provided. During 2011, the case was settled for $60,000, to be paid over a 120 day period.

At March 31, 2012, the Company has recorded liabilities in connection with such legal proceedings.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company made rental payments for property owned by the Chief Executive Officer of the Company during the three-month periods ended March 31, 2012 and 2011 amounting $0 and $2,500, respectively. The rental property was used for temporary employee housing during such periods.

NOTE 10 - SEGMENTS

During the three-month periods ended March 31, 2012 and 2011, the Company operated in one business segment. The percentages of sales by geographic region for the three-month periods ended March 31, 2012 and 2011 were approximately:

	2012			2011
United States		23	%		11	%
Europe		77	%		89	%

F-14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are a software development company and service provider for the PC and mobile device industry. Our flagship product is Spare Backup, a fully-automated remote backup solution designed and developed especially for the small office, mobile and home environment which automatically and efficiently backs up all data on selected laptops, tablets or desktop computers, as well as smart phones. As a result, we believe individuals and businesses can ensure file safety. We launched our Spare Back-up service and software product version 1.0 in March 2005 specifically designed for the PC, and we are currently offering version 6.0 of the product which now incorporates not only the PC but tablets and smart phones which are carrier agnostic and handset agonistic .

Our Spare Switch software enables users to complete the transfer of personal files from one personal computer (PC) to another via a high speed Internet connection. We focus on individuals and businesses that use diverse technologies and various devices to support their businesses and lifestyles.

Our Spare Mobile product backs up personal content on your “smart phones” such as contacts, emails, calendar events, photos, music and videos. We offer a complete line of security products to compliment the user’s smart phone, such as:

Last Known LocationPRO: View the approximate location of your registered phone(s) on an integrated map using the phone’s built-in GPS.

Lock/Unlock PhonePRO: Remotely lock your phone to prevent unauthorized use and protect your personal information.

Display MessagePRO: Send a message to your phone that locks your phone and displays a message requesting that the Good Samaritan holding your phone contact you to return it.

Set Phone AlarmPRO: Locks your phone and sends a loud, audible alert directly to your phone to immediately pinpoint its location.

Erase PhonePRO: Remotely lock your phone and erase your contacts, photos, etc. from your phone.

We provide an easy to use, scalable, cloud-based solution for securing business files, media, and personal data. The total Spare Backup offerings represent a suite of complementary products and services which are designed for use by technical and non-technical users. Our software has unique, easy, scalable characteristics which we believe provides a competitive advantage over other competitors whose products require large investments in hardware, installation, training and support.

Beginning in 2010 we have focused our development efforts and, in 2011, our marketing efforts on our Spare Mobile product, which backs up personal content on “smart phones” and “tablets,” such as contacts, emails, calendar events, photos, music, videos and data files. It also offers a complete line of mobile security products and parental controls (developed in 2011) to compliment the users’ mobile devices, as described in our software development section. We have shifted our focus to the mobile industry to take advantage of a number of industry trends which we believe represent a tremendous growth opportunity for our company. In 2011, there were approximately six billion mobile subscribers throughout the world according to The International Telecommunications Union, representing almost 87% of the world’s population. Industry experts, including IDC and Strategy Analytics, estimate that worldwide shipments of smart phones were approximately 490 million units, up over 60% from 2010, and representing over 31% of all handsets shipped. In August of 2011, Juniper Research estimated that less than 1 in 20 smart phones and tablets have third-party security software installed in them. This is expected to change according to Canalys, which estimates the U.S. market for mobile security will grow to over $3 billion annually by 2015.

Corporate Relocation

We completed the move of our corporate headquarters, including a major portion of our software development team, to Minden, Nevada in the third quarter of 2011. We believe the move will enable us to draw from a more experienced labor pool for software design, as well as provide us with a significantly more favorable corporate tax environment. We currently anticipate that we will be subject to minimal corporate taxes for the remainder of 2011 and throughout 2012.

Business Development and Marketing Strategy:

We market our software products through distributor’s retailers as well as insurance and warrantee providers. We are continuing to expand our current distribution base with scheduled launches throughout the remainder of the year. We will focus our distribution efforts in four vertical channels:

Insurance and warranties: Assurant, Service Net and Lifestyle Group;

Retail: Car Phone Warehouse, Best Buy Europe and Simplexity;

Original Equipment Manufacturers: Sony; and

Carriers

Examples of our marketing partners within the four vertical distribution channels include Wirefly/Simplexity, Assurant/Federal Home Warranty, Life Styles Group (a UK warranty provider), Best Buy Europe, and Sony. We will continue to aggressively add additional partnerships. We expect our current partners will commence scheduled launches of our services during 2012. We are in various stages of negotiations with potential partners in the U.S., Brazil, India, the Middle East, South America, and the South Pacific. We are hopeful that these negotiations will result in additional partnerships in the coming quarters.

While, we believe the launch of our base offerings will be commercially successful, it is still too early, to determine the extent of its market penetration.

We continue to invest in our software development, particularly focusing on the smart phone market. We have added additional features, such as:

Last Known LocationPRO: View the approximate location of your registered phone(s) on an integrated map using the phone’s built-in GPS.

Lock/Unlock PhonePRO: Remotely lock your phone to prevent unauthorized use and protect your personal information.

Display MessagePRO: Send a message to your phone that locks your phone and displays a message requesting that the Good Samaritan holding your phone contact you to return it.

Set Phone AlarmPRO: Locks your phone and sends a loud, audible alert directly to your phone to immediately pinpoint its location.

Erase PhonePRO: Remotely lock your phone and erase your contacts, photos, etc. from your phone. Since Wirefly Mobile Backup also backs up your contacts, photos, and more, you can easily transfer your stored data to your replacement device in minutes.

In the third quarter of 2011 we completed the first phase of development of a new suite of parental controls to enable parents to monitor and manage numerous aspects of their children's use of smart mobile devices. The parental controls are activated through a simple set-up wizard that helps users establish boundaries for monitoring up to 5 children’s locations and times of daily activities like school, sports, and time with friends. Once specific rules are put into place by the subscriber, if the child's phone is not in the location it should be, the intelligent software automatically notifies the subscriber through email or text. Through the secure website and mobile devices a parent can view the exact movements of a monitored child to see where they have been. Additional functionalities are being developed which we anticipate will be released in the coming quarters

We believe our offerings will adapt to the customer’s day-to-day needs, as our cloud system provides smart phones with the ability to link to our cloud and connect to multiple devices, which include PC’s and tablets.

In addition, we are working on providing our partners with real time data analytics which will provide them with behavioral pattern matching and market research.

We began an initial small-scale launch with the UK-based Carphone Warehouse in April of 2011 and in the Netherlands in May 2011. We have now converted our product to support the local language in the Netherlands and Spain, as we anticipate a progressive ramp in their distribution efforts throughout the remainder of 2012.

In September 2010 we reached a distribution agreement with Simplexity, LLC., (“Simplexity”), the parent company of Wirefly.com. Simplexity, a privately held company, is the Internet's leading authorized seller of cell phones and wireless services. Wirefly is Simplexity's shopping and comparison site for consumers, bringing online shoppers an unprecedented selection of cell phones and service plans from every major U.S. carrier with the convenience of automated application processing and cell phone activation. For the last six years Wirefly has been the internet's #1 authorized dealer for AT&T, Verizon Wireless, Sprint, and T-Mobile. Simplexity also operates and maintains similar online websites for a number of major retailers in North America. We believe Simplexity is uniquely positioned in the U.S. market to reach potential mobile customers across a wide variety of carriers through online mobile sales sites they own or manage within North America. We anticipate the sales launch of our services through Simplexity’s distribution network to progressively grow in 2011 and beyond. The service will be offered as an add-on or inclusive in the service packages such as “data protection,” currently marketed by Simplexity to its channel partners and customers.

We opened a new distribution channel for our mobile platform through mobile insurance and warrantee providers. In North America we reached an agreement with Assurant (Federal Warranty Service Corporation). Assurant, which develops, underwrites, and markets specialty insurance, extended service contracts, and other risk management solutions with leading financial institutions, retailers, and other entities, has bundled us into their services. The first of their launches is with Sprint, a US-based cellular company. Our backup solution will be bundled into all warranties associated with tablet sales. We will be expanding our offerings and are currently doing translations for up to 8 additional languages to support additional launches throughout 2012.

We also have a distribution partnership with Lifestyle Services Group (LSG), provider of leading lifestyle solutions and insurance products. LSG specializes in supporting its client products brands, attracting customers, improving the customer journey, and reducing customer attrition rates. LSG’s portfolio includes Mobile Phone Insurance, Card Protection and Tech Protect®, and The HubbTM, which allows clients to seamlessly integrate a complete suite of products and services all accessed via one number. Their customer base includes Virgin Mobile, Orange, “3”, Phone, Phones 4 U, Barclay’s and Lloyds bank to name a few in the U.K. LSG has also amended our December 13, 2010 master services agreement in the third quarter of 2011 to include our parental controls functionality. Under the terms of the amended agreement, Spare Backup will supply the parental controls to LSG for distribution to LSG's affinity distribution channels, which includes most of the major retail banks and mobile networks and targets approximately 10 million customers. Both companies have agreed that Lifestyle Services Group will have exclusive distribution rights to the parental controls functionality in territories where it has a physical presence, provided it reaches certain minimum volumes over specified periods, including a minimum of one million registered users in the first six months of launch.

We expect to be able to work with each LSG partner. The software will be marketed as a way to not only protect data from loss, but to also increase the likelihood of retrieving a lost or stolen phone through the suite of security features. As mobile devices are becoming more prevalent and more powerful, we believe this channel should become a significant source of revenue to our company in the coming quarters. We anticipate that these companies will begin marketing programs beginning in 2012.

Through our relationship with LSG’s client companies, Spare Backup will broaden its distribution efforts with current and new partners and initiate new launches into Ireland, Spain, Poland, Turkey, the Middle East, India, Brazil and South America. In 2012 we anticipate expanding our marketing partnerships across our four vertical marketing channels and across additional geographic areas in order to reach the widest potential subscriber base.

Software Development

Our decision to expand the scope of our cloud-based platform into mobile backup and security required us to make substantial changes to our software to enhance the scalability and functionality of our services across a wide array of devices and platforms. This expansion delayed our ability to launch a number of important programs in 2011. Our development team continued to test and improve the mobile platform throughout the second half of 2011 and now feel that these changes enable us to complete launches with our marketing partners into 2012.

In the third quarter we began the full migration to an HTML-based platform for our distribution partners. We have begun launching with our marketing partners and anticipate a progressive roll out system-wide by the end of 2012. The sites will enable a full touchscreen interface to support all tablet and mobile device applications including Android, Blackberry, Windows and Apple. HTML will also enable quicker launch schedules for new customers, greater scalability, simplification of server technology, and faster maintenance.

We also began the upgrade of our hardware in the third quarter of 2011 to a scalable storage platform capable of supporting millions of users for our software products. Through a unique cloud-like structure, this new platform can be infinitely scaled as usage increases by the combined use of additional network storage and virtual machine arrays (VMWARE). Upon completion all user backup data will be stored on state of the art NetAPP SAN storage. User account information and transactional information will be stored in a secure SQL-Server redundant distributed database utilizing special high-speed RAID drives. In addition, our IIS web servers each can support thousands of simultaneous users. Combining this with our new, scalable virtual machine array allows the system to be used by millions of users.

We believe that through our software and hardware improvements we are now better positioned to begin the launches of Assurant, Simplexity, LSG and other potential partners in 2012. The above partnerships represent multiple opportunities, as each of the companies has different distributors and strategic alliances marketing their products. We will continue to enhance our platform nonetheless. We believe the backbone for our service platform has been substantially developed. We have added new features to our existing services that will continue rolling out throughout 2012 that will accelerate revenue from our distribution.

Results of Operations for the three-month period ended March 31, 2012 compared to the three-month period ended March 31, 2011

SPARE BACKUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three-month periods ended						Increase/			Increase/
	March 31,						(Decrease)			(Decrease)
	2012			2011			in $ 2012			in % 2012
	(Unaudited)			(Unaudited)			vs 2011			vs 2011

Net Revenues	$	244,315		$	37,594		$	206,721			549.9	%

Operating expenses:
Research and development		264,833			258,259			6,574			2.5	%
Selling, general and administrative		1,361,280			1,479,203			(117,923	)		-8.0	%
Total operating expenses		1,626,113			1,737,462			(111,349	)		-6.4	%

Operating loss		(1,381,798	)		(1,699,868	)		318,070			-18.7	%

Other income (expense):
Change in fair value of derivative liabilities		-			1,761,726			(1,761,726	)		-100.0	%
Interest expense		(40,797	)		(110,821	)		70,024			-63.2	%
Total other income (expense)		(40,797	)		1,650,905			(1,691,702	)		-102.5	%

Net loss		(1,422,595	)		(48,963	)		(1,373,632	)		2805.4	%

NM: Not Meaningful

Revenues

Our net revenues primarily consist of fees charged for the development and modification of portals related to the support of our online back-up services, as well as monthly subscriptions. Our net revenues increased during the three-month period ended March 31, 2012, when compared to the prior year period, due to an increase in the number of software development projects.

Research and Development

Research and development expenses consist primarily of compensation expenses paid to our software engineers, employees and consultants in conjunction with the development or enhancement of our products. Our research and development expenses for the three-month period ended March 31, 2012 include costs associated with continued development of user interfaces and enhancements of existing products.

Research and development expenses during the three-month period ended March 31, 2012 were at comparable levels to the prior year period.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses primarily consist of consultant fees related to the marketing of our products, advertising, as well as other general and administrative expenses, such as payroll expenses, necessary to support our existing and anticipated growth in our revenues and legal and professional fees.

The decrease in selling, general and administrative expenses during the three-month period ended March 31, 2012, when compared with the prior period, is primarily due to a shift of our resources allocated to our marketing efforts from customer acquisition to support the new distribution and strategic alliances, which is less costly.

Change in Fair Value of Derivative Liabilities

Change in fair value of derivative liabilities results from the changes in the fair value of the derivative liability due to the application of ASC 815, resulting in either income or expense, depending on the difference in fair value of the derivative liabilities between their measurement dates. The decrease in fair value of derivative liabilities recognized during the three-month period ended March 31, 2011, when compared to the prior year period, is primarily due to an increase in the number of our authorized shares. There were no outstanding derivative liabilities during the three-month period ended March 31, 2012.

Interest Expense

Interest expense consists primarily of interest on our convertible promissory notes and the amortization of debt discount. The decrease in interest expense during the three-month period ended March 31, 2012 is primarily due to the fair value of shares issued in connection with notes payable and the amortization of debt discount during the three-month period ended March 31, 2011. We recognized the amortization of debt discount over the terms of their respective promissory notes, which matured during the latter part of the fiscal 2010 and the first half of 2011.

Liquidity and Capital Resources

At March 31, 2012, our cash overdraft amounted to approximately $21,000 and our working deficit amounted to approximately $11.2 million.

During the three-month period ended March 31, 2012, we used cash of approximately $600,000 in our operating activities. Our cash used in operating activities was comprised of our net loss of approximately $1.4 million adjusted for the following:

		● ● ●	Fair value of stock-based payments issued to employees and consultants of approximately $276,000; Fair value of shares of common stock issued in connection with services rendered of approximately $281,000; Fair value of shares of common stock issued in lieu of interest of approximately $103,000.

Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:


		●	Increase in accounts payable, accrued expenses and accrued payroll taxes of approximately $205,915, resulting from delays in payments to satisfy our obligations due to our liquidity issues.

During the three-month period ended March 31, 2012, we generated cash from financing activities of approximately $601,000, which consisted of the proceeds from notes payable of $266,000, and the net proceeds from the issuance of common stock of approximately $306,000, offset by the funding of our overdraft of approximately $50,000. Additionally, we generated proceeds from exercise of options aggregating $78,400.

At December 31, 2011, our cash overdraft amounted to $70,750 and our working deficit amounted to approximately $10,909,000.

During the year ended December 31, 2011, we used cash in our operating activities amounting to approximately $3,812,000. Our cash used in operating activities was comprised of our net loss of approximately $5,851,000 adjusted for the following:

	●	Change in fair value of our derivative liabilities of approximately $2,297,000;
	●	Fair value of stock-based payments issued to employees and consultants of approximately $851,000;
	●	Fair value of shares of common stock issued in connection with services rendered of approximately $1,018,000;
	●	Fair value of equity transactions related to financing of approximately $343,000;

Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activities:

	●	Increase in accounts payable, accrued expenses and accrued payroll taxes of approximately $1.6 million, resulting from delays in payments to satisfy our obligations due to our liquidity issues.

During the year ended December 31, 2011, we generated cash from financing activities of approximately $4 million, which consisted of the proceeds from notes payable and convertible promissory notes of $1.3 million, and the net proceeds from the issuance of common stock for cash of $2.2 million offset principal repayments of certain notes payable aggregating $173,000 and the funding of our overdraft of approximately $57,000. Additionally, we generated proceeds from exercise of options and warrants aggregating approximately $496,000.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Raising Transactions

During the three-month period ended March 31, 2012, we issued in aggregate 12,603,333 shares of our common stock pursuant to a private placement which generated gross proceeds of approximately $306,000.

Going Concern

We have generated minimal revenue since our inception on September 12, 2002, and have incurred net losses of approximately $118 million from cash and non-cash activity since inception through March 31, 2012. Our current operations are not an adequate source of cash to fund our current operations and we have relied on funds raised from the sale of our securities to provide sufficient cash to operate our business. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2011 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses and cash used in operations. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate profitable operations in the future. If we are unable to raise capital as needed, it is possible that we would be required to cease operations. The financial statements included in this report do not include any adjustments to reflect future adverse effects on the recoverability and classification of assets or amounts and classification of liabilities that may result if we are not successful.

Critical Accounting Policies

A summary of significant accounting policies is included in Note 2 to the audited consolidated financial statements included elsewhere in this annual report. We believe that the application of these policies on a consistent basis enables our company to provide useful and reliable financial information about the company's operating results and financial condition.

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Effective January 1, 2006, we adopted the provisions of ASC Topic 718 "Compensation-Stock Compensation" under the modified prospective method. ASC 718 eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed under APB Opinion No. 25, "Accounting for Stock Issued to Employees," and requires instead that such transactions be accounted for using a fair-value-based method. Under the modified prospective method, we are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. For periods prior to adoption, the financial statements are unchanged, and the pro forma disclosures previously required by ASC 718, will continue to be required under ASC 718 to the extent those amounts differ from those in the Consolidated Statement of Operations.

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements". The Company records revenue when persuasive evidence of an arrangement exists, on-line back-up services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Online back up service fees received in advance are reflected as deferred revenue on the accompanying balance sheet. Deferred revenue as of December 31, 2008 amounted to $240,436 and will be recognized as revenue over the respective service period.

Revenue consists of the gross value of billings to clients. The Company reports this revenue gross in accordance with EITF 99-19 because it is responsible for fulfillment of the service, has substantial latitude in setting price and assumes the credit risk for the entire amount of the sale, and it is responsible for the payment of all obligations incurred for sales marketing and commissions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We do not maintain proper “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on his evaluation as of the end of the period covered by this report, our President who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is not accumulated and communicated to our management, including our President to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We have appealed to the California Court of Appeals in the matter of Wolfe Axelrod Weinberger, LLC vs. Spare Backup Inc. The issue on appeal is the California Superior Court’s failure to disregard a NY state court judgment for approximately $100,000, which we assert was improperly entered and, therefore, should not be recognized as a valid sister state judgment. The company’s likelihood of success on this appeal cannot be determined at this time.

In November 2011, Gimmel Partners, LP filed suit against us in Nevada State Court in Douglas County, alleging breach of a promissory debenture. We have filed motions to dismiss the action based on the fact that Gimmel Partners has been dissolved and we have entered into individual agreements with its former partners. The case has not been set for trial and, as of this, date there is a low likelihood of an unfavorable outcome.

In February 2011, Darryl Adams filed suit against us alleging various employment related claims. We conducted litigation and discovery and on April 4, 2012 the case was settled for approximately $60,000 to be paid over 15 months.

In June 2011, FPT Software filed suit against us for breach of contract related to software services they provided. After several months of litigation, the case was settled for $60,000 to be paid over a 120 day period.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three-month period ended March 31, 2012, we issued 4,000,000 shares of common stock to two investor relation providers and consultants for service performed at a fair value of $280,800 or $0.07 per share . This private transaction is exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(2) of that Act.

During the three-month period ended March 31, 2012, we issued in aggregate 12,603,333 shares of our common stock to 13 accredited investors pursuant to a private placement which generated gross proceeds of approximately $306,250 or $0.03 per share. This private transaction is exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Regulation D, Rule 506 and Section 4(2) of that act.

During the three-month period ended March 31, 2012, we issued 1,422,249 shares of common stock to 30 accredited investors in connection with the payment of accrued interest of the 8% and 10% convertible promissory notes. The fair value of such shares issued amounted to $103,224 or $0.07 per share. This private transaction is exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(2) of that Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

None.

Item 5. Other Information

Item 6. Exhibits

31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer

31.2	Rule 13a-14(a)/ 15d-14(a) Certification of principal financial and accounting officer

32.1	Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer

101.1

The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (v) related notes to these financial statements, tagged as blocks of text

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SPARE BACK UP, INC.


Dated: May 21, 2012	By:	/s/ Cery B. Perle
		Cery B. Perle President, Chief Executive Officer and Director and Principal Financial and Accounting Officer

SPARE BACKUP, INC. - FORM 10-Q - May 21, 2012

Attached files

SPARE BACKUP, INC. Reports