8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 12, 2016

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INTERUPS INC.

(Exact name of registrant as specified in its charter)

______________

Nevada	333-182956	48-1308920
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

645 Fifth Avenue, Suite 400, New York, NY 10022

(Address of Principal Executive Office) (Zip Code)

(212) 371-7799

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

As disclosed in its Form 8-K filed with the SEC on April 27, 2016, the Registrant became the permitted assignee from its affiliate SIRI Global Asset Management Corp. (SIRI”) of an agreement (the “Windflower Agreement”) with Siddharta Resorts & Foods Pvt. Ltd. (“Siddharta”), a privately-owned company located in Mysore, India, by which SIRI--now the Registrant-- agreed to raise the capital required to acquire interests in certain hotels (the “Windflower Hotels”) in India, described below, in exchange for which SIRI--now the Registrant--will receive the interests in the seven Windflower Hotels, each of which has from 40-100 rooms for guests, described below.

The Windflower Agreement gave the Registrant the exclusive right: (a) until July 12, 2016, to raise the first $22,500,000 to pay Siddharta, which will allow the Registrant to place the seven Windflower Hotels—the “Hotel Assets”—into an Indian Real Estate Investment Trust (“REIT”) described below, giving the Registrant a 19% interest in the Hotel Assets; and (b) if the Registrant successfully raises the $22,500,000, an additional 30-45 days from July 12, 2016 to raise an additional $40,500,000, most of which will be paid to clear existing debt and acquire an additional hospitality asset, so that the Registrant’s 19% interest—which will then be 18%--will be virtually debt-free.

On July 12, 2016, the Registrant and Siddharta signed an Addendum to the original Memorandum of Understanding, which extended the Registrant’s obligation to perform, subject to the following: (1) the Registrant is to complete its due diligence of Siddharta within 45 days from July 12, 2016, provided that Siddharta provides all of the documents and information in a timely manner, and if there is any delay in Siddharta providing the requested information, the 45-day period will not be strictly construed; (2) provided that Siddharta provides the requested documents and information in a timely manner, the Registrant will have 6o days from July 12, 2016 to provide a “commitment” of the Investment Amount (150 Crores, i.e., $22,500,000); (3) evidence of the “commitment” may be shown by opening an escrow account in a reputable bank (in India) and depositing the Investment Amount in escrow; or arranging for commitment letters from investors identified by the Registrant committing to the full Investment Amount, or a statement of account from a bank which confirms the balance of the Investment Amount in that bank, or any other more agreed in writing by the parties.  Closing of the transaction is also subject to the execution of a definitive agreement and the satisfaction of all other closing conditions.

If the Registrant does not provide the commitment described above within the time periods described above, then the transaction will be terminated, unless the parties mutually agree not to terminate the transaction subject to the Registrant paying $100,000 to Siddharta, which payment may be waived by Siddharta.

The Registrant intends to raise the first $22,500,000 (the “commitment”) by a combination of private capital pursuant to SEC Regulation D (Rule 506 offering to “Accredited Investors” only), and Regulation S (to non-US persons). The offerings pursuant to Regulation D and Regulation S are being prepared, and the Registrant intends to commence these offerings effective the last week of July 2016.

Pursuant to the Windflower Agreement, the Registrant intends to raise the next $40,500,000 in the Indian REIT  as to which it has received some verbal commitments so far from a Middle East Sovereign Holding Company and one of the Registrant’s affiliate firms, SIRI Global AMC New York, that holds Qualified Retirement Assets, as to which no assurances can be given. The required documents for the REIT to raise money are expected to be filed with Securities Exchange Board of India [SEBI] in the last quarter of 2016, if and when the Registrant raises the first tranche of $22.5 Million, which in turn qualifies the Registrant to become sponsor of the India REIT.  The Indian REIT offering may begin 21 days after the first $22.5 million is raised, as to which no assurance can be given. If and when the Indian REIT offering commences, the Windflower Agreement provides that the Registrant will have 30-45 days to raise the required $40,500,000, which, if and when raised, would entitle those investors and the Registrant to their respective ownership interests in the Hotel Assets, as set forth in the Windflower extension agreement attached hereto

IF THE REGISTRANT FAILS TO RAISE THE FIRST $22,500,000 ON OR BEFORE THE EXTENDED TIME PERIOD, SIDDHARTA HAS THE RIGHT TO TERMINATE THE WINDFLOWER AGREEMENT, AND THE 19% OF THE HOTEL ASSETS WHICH WAS TRANSFERRED TO THE REGISTRANT ON APRIL 12, 2016 WILL REVERT TO SIDDHARTA, AND THE REGISTRANT WILL OWN NONE OF THE WINDFLOWER ASSETS.

Separately, the Registrant has received verbal approval of, and is finalizing the negotiations with, Lavasa Corporation Limited to extend the Registrant’s performance in accordance with the Lavasa Agreement.

As previously reported in its Form 8-K filed with the SEC on April 27, 2016, the Lavasa Agreement provides that the Registrant, as the permitted assignee, has the right to acquire the DHIL Assets for a 25% discount from the most recent valuation, i.e., for a net purchase price of INR 782 Crores (approximately $117,300,000). The Lavasa Agreement further provides that 252 Crores worth of completed assets (approximately $37,800,000) including the DHIL Assets, are to be acquired by the Registrant investing 28.11 Crores (approximately $4,216,500) before May 5, 2016; an additional 105.87 Crores (approximately $15,880,500) before May 31, 2016, and the balance of 118.02 Crores (approximately $17,703,000) on or before July 7, 2016. Assuming that the Registrant is able to secure the financing of this $37,800,000, as to which there is absolutely no assurance, the Registrant will then have until February 22, 2017 to raise the remaining 530 Crores (approximately $79,500,000).

The extension, which is being reduced to writing is expected to provide, in pertinent part, that Lavasa, the Registrant and Allahabad Bank (the banker to the Dasve Hospitality Institutes and a creditor of Lavasa), will enter into a Tri-Party agreement before August 5, 2016.  If and when the extension is fully signed, the Registrant will have 60 days to raise the initial $37,800,000.

THERE CAN BE NO ASSURANCE EITHER THAT THE PROPOSED EXTENSION WILL BE FINALIZED, OR THAT, IF SIGNED, THE REGISTRANT WILL BE ABLE TO RAISE THE REQUIRED CAPITAL TO ACQUIRE THE “DHIL ASSETS,” AS DESCRIBED IN THE FORM 8-K FILED WITH THE SEC ON APRIL 27, 2016.  IN EITHER CASE, THE REGISTRANT WILL BE UNABLE TO ACQUIRE THE DHIL ASSETS PURSUANT TO THE LAVASA AGREEMENT.   

The above descriptions of the terms set forth in these Agreements are qualified in the entirety by reference to the agreements themselves, which are Exhibits to this Report on Form 8-K, and to the Registrant’s Form 8-K, filed with the SEC on April 27, 2016.

FORWARD LOOKING STATEMENTS

This Report on Form 8-K includes both historical and forward-looking statements, which includes information relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Such statements are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made, or on our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

The inclusion of the forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. You should be aware that any forward-looking statement made by us in this Report on Form 8-K, or elsewhere, speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number

Description

9.01.07

Amendment to Memorandum of Understanding between the Registrant and Siddharta, dated July 12, 2016.

SIGNATURE

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, hereunto duly authorized.

	Interups Inc.
Dated:  July 27, 2016	By:	/s/ Laxmi Prasad
		Laxmi Prasad, Head of Global Operations

Exhibit Index

Exhibit Number

Description

9.01.07

Amendment to Memorandum of Understanding between the Registrant and Siddharta, dated July 12, 2016.

EX-9.01.07

EXHIBIT 9.01.07

SECOND ADDENDUM TO THE SUPPLEMENT TO THE ORIGINAL
MEMORANDUM OF UNDERSTANDING

This SECOND ADDENDUM TO THE SUPPLEMENT TO THE ORIGINAL MEMORANDUM OF UNDERSTANDING (the “Second Addendum”) is made on this 12^th day of July, 2016 (“Effective Date”) between

1.

INTERUPS INC. a company incorporated under the laws of Nevada, United States of America (USA) and having its office address at 645, Fifth Avenue Suite 400, New York, NY 10022(hereinafter referred to as “ITUP” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the ONE PART;

AND

2.

SIDDHARTA RESORTS AND FOOD PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at No.17/6, Ali Askar Cross off. Cunningham Road, Bengaluru, Karnataka 560052, India (hereinafter referred to as “SRFPL” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) of the OTHER PART.

(ITUP and SRFPL shall hereinafter be referred individually as “Party” and collectively as “Parties”.)

WHEREAS:

A.

SIRI Global Asset Management Corporation, a New York, USA based C-Corporation (“SIRI'') and SRFPL have entered into an Memorandum of Understanding dated January 29, 2016 (“MoU'') to record the appointment of SIRI as a turnkey manager, organizer and executor in relation to corporate structuring and placement of hotel assets of SRFPL on such terms and conditions as set out in such MoU;

B.

SIRI and SRFPL have also entered into a Supplement to the original MoU dated January 29, 2016 (the “Supplement MoU”) to recording the agreement between the parties that execution & continuance of the original MoU after May 30, 2016 shall be on the condition that SIRI shall be obligated to arrange Rs.150,00,00,000 (Rupees one hundred and fifty crores) (the “Investment Amount”) and invest into SRFPL on such terms and conditions as set out in the Supplement MoU;

C.

In order to amend the provisions of the Supplement MoU, SIRI and SRFPL also entered into an Addendum to the Supplement to the Original Memorandum of Understanding dated April 12, 2016 (the “First Addendum”), wherein the parties agreed that execution & continuance of the original MoU and Supplement MoU after

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July 12, 2016 shall be on the condition that SIRI shall be obligated to arrange the Investment Amount and invest into SRFPL on such terms and conditions as set out in the First Addendum; and

D.

By way of an Assignment and Assumption Agreement dated March 01, 2016 (the “Assignment Agreement”) entered into between ITUP, SRFPL and SIRI, all the rights, agreements, promises covenants and obligations of SIRI arising from original MoU have been assigned in favour of ITUP and SIRI has been discharged from all its obligations under the aforesaid MoU, as amended from time to time;

E.

Based upon the discussions held between the Parties, the Parties are now desirous to amend the provisions of the Supplement MoU and the First Addendum and entering into this Second Addendum, reducing in wiring the terms of understanding.

NOW THEREFORE, in consideration of and subject to, the mutual covenants, agreements, terms and conditions herein contained, the mutual benefits to be derived therefrom and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

1.

The entire Clauses 1 of the First Addendum and Clauses 1 to 3 of the Supplement MoU shall stand deleted and replaced to provide as follows:

1.

CONDITIONS FOR CONTINUANCE

The Parties hereby agree and conclude that execution and continuance of the MoU, the Supplement MoU and the First Addendum shall be subject to the condition that:

1.1

ITUP and its consultants/representatives will complete the legal, financial, accounting and commercial diligence of SRFPL within the period of 45 (forty five) days from the Effective Date, subject to the condition that SRFPL shall provide all the documents and/or information sought by ITUP or its consultants/representatives appointed in this respect, in a timely and promptly manner, without undue delay and in the specific format or manner requested by the consultants/ representatives. In the event, there is any undue delay in providing the document and/or information by SRFPL to ITUP or its consultants/representatives, the period of aforesaid 45 (forty five) days to complete the diligence shall not be construed strictly; and

1.2

subject to compliance of conditions by SRFPL as set out in Clause 1.1 above, ITUP or its investors shall provide a commitment of the Investment Amount to SRFPL in a manner as may be agreed to between the Parties on or before the completion of sixty (60) days from the Effective Date; the Parties may agree to any of the one of the following manners, to seek evidence of the commitment to bring in the Investment Amount by way of (i) opening of

..

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escrow account in any reputed bank and depositing the Investment Amount in such account; (ii) arranging for comfort/commitment letter from investors identified by ITUP thereby collectively committing the investment of the Investment Amount; (iii) statement of account of any bank of ITUP and/or investors confirming balance of amount equivalent to the Investment Amount; and/or (iv) any other mode as may be agreed between the Parties in writing. It is clarified that the Investment Amount will be invested by ITUP and/or its investors in SRFPL and/or by acquiring any shares and other securities (if any) of the shareholders of SRFPL only upon execution of the necessary definitive documents and completion of all conditions precedents under such definitive documents as may be agreed between the Parties.

2.

Pursuant to commitment provided by ITUP and/or its investors in the manner as set out in Clause 1.2 above, SRFPL, through its promoter shareholders, shall immediately commence negotiations with Crystal Mauritius Limited and HDFC Ventures Trustee Company Limited acting on behalf of HDFC Investment Trust (collectively, “HDFC”) to transfer their entire respective shareholding to an entity or party as may be suggested by ITUP and agreed in mutual consensus by and between the Parties to these presents on such terms and conditions as may be agreed between the Parties to this Agreement. SRFPL shall promptly inform ITUP on all the correspondences between SRFPL and/or its promoters on one hand and HDFC on another hand and shall arrange the meeting with the representatives of HDFC in relation to exit by HDFC from SRFPL as well as negotiations with HDFC for acquisition of shares and other securities (if any) of SRFPL by ITUP and/or its investors.

3.

The Parties shall endeavor to consummate the transaction by entering into the definitive documents in respect of investment to be made by ITUP and/or its investors for acquisition of shares and other securities (if any) of SRFPL including, acquisition of shares and other securities (if any) held by HDFC and subscription to the shares and/or securities of SRFPL, within the period of 30 (thirty) days from the date of providing commitment of the Investment Amount to SRFPL.

4.

Upon compliance of conditions of continuance as set out in Clause 1, the Parties may also agree upon the timeline to fulfill the obligations arising from the MoU, as amended from time to time.

5.

In the event that ITUP fails to provide commitment as set out in Clause 1.2 within the period as set out in the said Clause, then the MOU, Supplement MoU and First Addendum shall stand terminated and not binding between the Parties. However, the Parties may mutually agree upon to not to rescind the original MoU, Supplement MoU and First Addendum, subject to the payment of an amount of US$ 100,000 (United States Dollars One hundred thousand only) by ITUP.

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6.

The Parties may enter into fresh terms of understanding; seek restatement by way of an amendment and if mutually agreeable may enter into a fresh memorandum of understanding with terms and conditions revised as deemed agreeable to each other, bur SRFPL shall be entitled to the amount mentioned above in Clause 5, unless it prefers to waive the above in event that the same has to be extended.

7.

 Except for the modifications provided for herein, all the terms of the MoU shall remain unchanged. All capitalized term not defined herein shall have the meaning as set forth in MOU.

8.

It is agreed that save and except as specifically amended under this Second Addendum, the Parties’ rights, obligations and restrictions under the MoU, Supplement MoU and First Addendum shall be valid and enforceable in accordance with the terms contained therein.

9.

The provisions of Clause 7 (Indemnity), Clause 8 (Exclusivity), Clause 16 (Governing Laws and Jurisdiction) and Clause 18 (Expenses and Terms of Payment) of the MOU shall apply to this Second Addendum, mutatis mutandis, as if they were set out herein.

IN WITNESS WHEREOF the Parties have entered into this Second Addendum on the day and year first above written.

SIGNED AND DELIVERED	)
By the within named ITUP	)
INTERUPS INC.	)
By the authorized signatory	)
Name: Laxmi Prasad	)
Designation: Global Operations Head	)
SIGNED AND DELIVERED	)
By the within named SRFPL	)
Siddharta Resorts and Foods Private Limited	)
By the authorized signatory	)
Mr. P.V. Giri	)
Chairman and Managing Director	)

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