Interups Inc.
2360 Corporate Circle, Suite 400
Henderson, NV 89074-7722

February 26, 2013

United States
Securities and Exchange Commission
Washington, DC 20549

Re: Interups Inc.- Registration Statement on Form S-1
    Amendment No. 2 filed December 21, 2012
    File No. 333-182956

Dear: Barbara C. Jacobs

In response  to your letter  dated  January  16,  2013 which  included  comments
regarding our registration statement, we have prepared the following responses:

GENERAL

COMMENT: 1

PLEASE ENSURE THAT YOUR FINANCIAL  STATEMENTS AND RELATED  DISCLOSURES  MEET THE
UPDATING  REQUIREMENTS  OF RULE 8-08 OF REGULATION S-X AT THE TIME YOU FILE YOUR
NEXT AMENDMENT.

Response: We have included our financial statements for the fiscal quarter ended
November 30, 2012 in the amended  registration  statement  and  accordingly  our
financial  statements and related disclosures meet the updating  requirements of
Rule 8-08 of Regulation S-X.

SELECTED FINANCIAL DATA, PAGE 4

COMMENT: 2

AS  PREVIOUSLY  REQUESTED IN OUR PRIOR  COMMENT 3, PLEASE  REVISE YOUR  SELECTED
FINANCIAL DATA DISCLOSURES TO SHOW THAT STOCKHOLDERS'  EQUITY AT AUGUST 31, 2012
WAS A DEFICIT ($2,256).

Response:  We have  updated our  selected  financial  data  disclosures  to show
financial  data at November  30,  2012,  including  stockholders'  equity  which
reflects a deficit of ($4,295)at such time.

RISK FACTORS, PAGE 5

GENERAL

COMMENT: 3

WE NOTE YOUR RESPONSE TO PRIOR COMMENT 4. YOU CONTINUE TO STATE IN YOUR DOCUMENT
THAT YOU DO NOT INTEND TO REGISTER A CLASS OF SECURITIES UNDER SECTION 12 OF THE
EXCHANGE  ACT. AS  PREVIOUSLY  REQUESTED,  PLEASE  PROVIDE  UNDER A SEPARATE AND
APPROPRIATE RISK FACTOR HEADING DISCLOSURE THAT INFORMS POTENTIAL INVESTORS THAT

YOU WILL BE SUBJECT TO THE LIMITED DISCLOSURE  OBLIGATIONS OF A FILER SUBJECT TO
SECTION 15(D).  ALSO BRIEFLY  EXPLAIN HOW THE REPORTS YOU WILL FILE AS A SECTION
15(D)  REPORTING  COMPANY  WILL DIFFER FROM THE REPORTS YOU WOULD BE REQUIRED TO
FILE AS A REPORTING COMPANY UNDER SECTION 12.

Response:  The referenced disclosure has been provided in a separate risk factor
in accordance with the Commission's comment.

DILUTION, PAGE 15

COMMENT: 4

PLEASE REVISE YOUR DILUTION  TABLE TO INCLUDE  BRACKETS  AROUND THE NET TANGIBLE
BOOK VALUE PER COMMON  SHARE  BEFORE THE  OFFERING OF  ($0.0006).  IN  ADDITION,
REVISE THE  PARAGRAPH  THAT FOLLOWS YOUR  DILUTION  TABLE TO INCLUDE THE CORRECT
TOTAL STOCKHOLDERS' EQUITY DEFICIT AS OF AUGUST 31, 2012 OF $2,256.

Response:  We have revised our dilution table to include brackets around the net
tangible  book value per common  share  before the  offering  of  ($0.0006).  In
addition,  we have revised the  paragraph  that  follows our  dilution  table to
include the correct total  stockholders'  equity deficit as of November 30, 2012
of $4,295.

Please  direct any further  comments or questions  you may have to the company's
attorney:

David Lubin & Associates, PLLC
10 Union Avenue, Suite 5
Lynbrook, NY 11563

Tel: (516) 887-8200, Fax: (516) 887-8250

Thank you.

Sincerely,


/s/ Romanas Bagdonas
------------------------------
Romanas Bagdonas

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