Attached files

file filename
EX-31.1 - CERTIFICATION - Interups Incitup_ex31z1.htm
EX-32.1 - CERTIFICATION - Interups Incitup_ex32z1.htm

 



 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q


þ

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

 

For the quarterly period ended November 30, 2015

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________  to __________


Commission file number: 333-182956


INTERUPS INC.

(Exact name of registrant as specified in its charter)


Nevada

48-1308920

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


645 Fifth Avenue, Suite 400, New York, NY

10022

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: (212) 371-7799


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 filings requirements for the past 90 days. Yes þ No ¨


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


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 in of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

þ


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


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 6,900,000 shares of common stock, $.001 par value, as of January 22, 2016.

 

 





 



TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

1

 

 

Balance Sheets (unaudited)

1

 

 

Statements of Operations (unaudited)

2

 

 

Statements of Cash Flows (unaudited)

3

 

 

Notes to the Financial Statement (unaudited)

4

 

 

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

7

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

9

 

 

ITEM 4.

CONTROLS AND PROCEDURES

9

 

 

PART II. OTHER INFORMATION

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

11

 

 

ITEM 1A.

RISK FACTORS

11

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

11

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

11

 

 

ITEM 5.

OTHER INFORMATION

11

 

 

ITEM 6.

EXHIBITS

11

 

 

SIGNATURES

12










 


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


INTERUPS INC.

BALANCE SHEETS


 

 

November 30,

2015

$

 

 

May 31,

2015

$

 

 

 

(unaudited)

 

 

 

 

ASSETS

  

                       

  

  

                       

  

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

59,377

 

 

 

57,137

 

Due to related parties

 

 

33,400

 

 

 

3,000

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

92,777

 

 

 

60,137

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT 

 

 

 

 

 

 

 

 

Common Stock
Authorized: 75,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 6,900,000 common shares

 

 

6,900

 

 

 

6,900

 

Additional paid-in capital

 

 

40,437

 

 

 

40,437

 

Accumulated deficit

 

 

(140,114

)

 

 

(107,474

)

Total Stockholders’ Deficit

 

 

(92,777

)

 

 

(60,137

)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

 

 

 

 

 



(The accompanying notes are an integral part of these financial statements)





1



 


INTERUPS INC.

STATEMENTS OF OPERATIONS

UNAUDITED


 

 

Three months ended

November 30,

 

 

Six months ended

November 30,

 

 

 

2015

$

 

 

2014

$

 

 

2015

$

 

 

2014

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

19,490

 

 

 

1,858

 

 

 

32,640

 

 

 

6,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

19,490

 

 

 

1,858

 

 

 

32,640

 

 

 

6,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(19,490

)

 

 

(1,858

)

 

 

(32,640

)

 

 

(6,210

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Share – Basic and Diluted

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding – Basic and Diluted

 

 

6,900,000

 

 

 

6,900,000

 

 

 

6,900,000

 

 

 

6,900,000

 




(The accompanying notes are an integral part of these financial statements)





2



 


INTERUPS INC.

STATEMENTS OF CASH FLOWS

UNAUDITED


 

 

Six months ended

November 30,

 

 

 

2015

$

 

 

2014

$

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

Net loss for the period

 

 

(32,640

)

 

 

(6,210

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

2,240

 

 

 

 

Due to related party

 

 

30,400

 

 

 

4,300

 

Net Cash Used In Operating Activities

 

 

 

 

 

(1,910

)

 

 

 

 

 

 

 

 

 

Decrease in Cash

 

 

 

 

 

(1,910

)

 

 

 

 

 

 

 

 

 

Cash – Beginning of Period

 

 

 

 

 

1,910

 

 

 

 

 

 

 

 

 

 

Cash – End of Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

Interest paid

 

 

 

 

 

 

Income tax paid

 

 

 

 

 

 



(The accompanying notes are an integral part of these financial statements)





3



 


INTERUPS INC.

NOTES TO THE FINANCIAL STATEMENTS

UNAUDITED


1.

Organization and Nature of Operations


The Company was incorporated in the state of Nevada on April 11, 2012.  Until the change of control which took place as reported in a Form 8-K Report, filed with the Securities and Exchange Commission on November 24, 2014, the Company was in the business of developing an internet based group buying site.  As reported in that Form 8-K, the then-principal shareholder, Romanas Bagdonas, sold all of his 4,000,000 shares of the Company, representing 57.97% of our issued and outstanding shares, to Laxmi Prasad, who is now the principal shareholder.  As part of that transaction, Mr. Bagdonas resigned as the sole officer and director, and designated Likhitha Palaypu, Laxmi Prasad’s daughter, as the sole officer and director.  Also, the Company sold all of its then-existing assets and business back to Mr. Bagdonas for $1.  Since the change of control, the Company has not acquired any assets or a business, and has no assets.  Therefore, the Company is deemed a “shell,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934.


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at November 30, 2015, the Company has not earned revenue, has a working capital deficit of $92,777 and an accumulated deficit of $140,114. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is May 31.


b)

Interim Financial Statements


The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and six months ended November 30, 2015 are not necessarily indicative of the results that may be expected for the year ended May 31, 2016. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended May 31, 2015 included in our Form 10-K filed with the SEC.


c)

Use of Estimates


The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.



4



INTERUPS INC.

NOTES TO THE FINANCIAL STATEMENTS

UNAUDITED

 


2.

Summary of Significant Accounting Policies (continued)


d)

Cash and Cash Equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of November 30, 2015 and May 31, 2015, there were no cash equivalents.


e)

Basic and Diluted Net Loss per Share


The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.


f)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.




5



INTERUPS INC.

NOTES TO THE FINANCIAL STATEMENTS

UNAUDITED

 


2.

Summary of Significant Accounting Policies (continued)


g)

Income Taxes


The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.


h)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2015 and May 31, 2015, the Company has no items representing comprehensive income or loss.


i)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Related Party Transactions


a)

As at November 30, 2015, the Company owed $33,400 (May 31, 2015 - $3,000) to the President and Director of the Company for day-to-day expenditures.  The amounts owing are unsecured, non-interest bearing, and due on demand.  







 



 








6



 


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.


Working Capital


 

 

November 30,

 

 

May 31,

 

 

 

2015

 

 

2015

 

 

 

$

 

 

$

 

Current Assets

 

 

 

 

 

 

Current Liabilities

 

 

92,777

 

 

 

60,137

 

Working Capital (Deficit)

 

 

(92,777

)

 

 

(60,137

)


Cash Flows


 

 

Six months ended

November 30,

 

 

 

2015

 

 

2014

 

 

 

$

 

 

$

 

Cash Flows used in Operating Activities

 

 

 

 

 

 

Cash Flows provided by Investing Activities

 

 

 

 

 

 

Cash Flows provided by Financing Activities

 

 

 

 

 

 

Net decrease in Cash During Period

 

 

 

 

 

 

 

Operating Revenues


During the six months ended November 30, 2015 and 2014, the Company did not earn any revenues.


Operating Expenses and Net Loss


Operating expenses for the six months ended November 30, 2015 were $32,640 compared to $6,210 for the six months ended November 30, 2014.  The increase in operating expenses was due to an increase in professional fees relating to the fact that the Company had more operating activity in the current year compared to the prior year.


During the six months ended November 30, 2015, the Company incurred a net loss of $32,640 compared to $6,210 for the six months ended November 30, 2014. The Company incurred a loss per share of $nil during the six months ended November 30, 2015 and 2014.


Liquidity and Capital Resources


As at November 30 and May 31, 2015, the Company had cash and total assets of $nil.   




7



 


At November 30, 2015, the Company had total liabilities of $92,777 compared to liabilities of $60,137 as at May 31, 2015. The increase in liabilities was due to an increase in accounts payable and accrued liabilities relating to operating activity of the Company as the Company did not have sufficient cash flow to repay outstanding obligations as they became due.  


During the six months ended November 30, 2015 and 2014, the Company did not have any equity transactions.


Cashflow from Operating Activities


During the six months ended November 30, 2015, the Company used cash of $nil for operating activities as the Company did not raise any financing proceeds during the period and outstanding obligations were unpaid.  During the period ended November 30, 2014, the Company used cash of $1,910 for operating activities relating to professional services.  


Cashflow from Investing Activities


During the six months ended November 30, 2015 and 2014, the Company did not have any investing activities.


Cashflow from Financing Activities


During the six months ended November 30, 2015 and 2014, the Company did not have any financing activities. During the six months ended November 30, 2014, the Company received $2,500 from loans from a related party which were unsecured, non-interest bearing, and due on demand.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.




8



 


Recently Issued Accounting Pronouncements


Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


ITEM 4. CONTROLS AND PROCEDURES


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


The term "disclosure controls and procedures" (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. "Disclosure controls and procedures" include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

The Company's Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer noted the deficiencies in internal controls identified in this Item 4. Accordingly, the Company's Chief Executive Officer and Chief Financial Officer has concluded that, as of the Evaluation Date, such controls and procedures were not effective.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of November 30, 2015 using the criteria established in " Internal Control - Integrated Framework " issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of November 30, 2015, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

 

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the single-member Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.


 

2.

We did not maintain appropriate cash controls – As of November 30, 2015, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company ' s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.



9



 



 

3.

We did not implement appropriate information technology controls – As at November 30, 2015, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company's internal controls.

 

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of November 30, 2015 based on criteria established in Internal Control — Integrated Framework issued by COSO.


CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING


There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of November 30, 2015, that occurred during our current fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management' s report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.






10



 


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.


ITEM 1A. RISK FACTORS


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5. OTHER INFORMATION


No report required.


ITEM 6. EXHIBITS


Exhibit

 

 

Number

 

Name

 

 

 

31.1*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1**

 

Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

101.INS*

 

XBRL Instance

101.SCH*

 

XBRL Taxonomy Extension Schema

101.CAL*

 

XBRL Taxonomy Extension Calculations

101.DEF*

 

XBRL Taxonomy Extension Definitions

101.LAB*

 

XBRL Taxonomy Extension Labels

101.PRE*

 

XBRL Taxonomy Extension Presentation


Filed herewith.

**

Furnished herewith.







11



 


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

Interups Inc.

 

 

 

 

 

 

Dated:  January 25, 2016

 

By:

/s/ Likhitha Palaypu

 

 

 

 

Likhitha Palaypu, President and Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 











12