UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A#1
(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005

[_]      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.
                               ------------------
                 (Name of small business issuer in its charter)

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

        73061 El Paso, Suite 202, Palm Desert, CA             92260
        -----------------------------------------          ----------
        (Address of principal executive offices)           (Zip Code)

                     Issuer's telephone number: 760-779-0251

Securities registered under Section 12(b) of the Exchange Act:

       Title of each class       Name of each exchange on which registered

               None                           not applicable
               ----                           --------------

Securities registered under Section 12(g) of the Exchange Act:

                    common stock, par value $0.001 per share
                    ----------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

<PAGE>

EXPLANATORY PARAGRAPH

         We are amending our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2005 as filed on April 14, 2006 in response to comments from
the Securities and Exchange Commission regarding certain of the disclosure which
appeared in Part II, Item 8A. Controls and Procedures. Part II, Item 8A.
Controls and Procedures is hereby deleted in its entirety and substituted with
the following:

ITEM 8A. CONTROLS AND PROCEDURES

         Our principal executive officer and principal financial officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended) as of the end of the period covered by this report. Based on
this evaluation, our principal executive officer and principal financial officer
have concluded that (i) our controls and procedures are effective to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934, as amended, is accumulated and communicated
to our management, including our principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure, and
(ii) our controls and procedures are effective in providing reasonable assurance
that the information required to be disclosed in this report has been recorded,
processed, summarized and reported as of the end of the period covered by this
report.

         On November 9, 2005, we announced that we restated our consolidated
balance sheet, statement of operations and statements of stockholders' deficit
as of and for the interim period ended June 30, 2005 to correct the carrying
value of our restricted investment in marketable securities. Previously, we had
presented this restricted investment in marketable securities at a value of
$795,311. As a result of a normal periodic review of its financial statements by
the staff of the Securities and Exchange Commission, and after considering the
length of time and the extent to which the market value of the restricted
investment has been less than its cost and other factors, we determined that the
fair value of the restricted investment amounted to $133,921 as of June 30,
2005. Consequently, on November 9, 2005 we filed an amendment to our June 30,
2005 Form 10-QSB restating our interim financial statements as of June 30, 2005
and for the interim period then ended. As a result of the restatement, we
determined that there was a material weakness in our internal control over
financial reporting as of June 30, 2005 related to the carrying value of our
restricted investment in marketable securities. The transaction leading to our
acquisition of marketable securities was a one-time transaction and management
does not anticipate we will enter into similar transactions in future periods.
Because we corrected the carrying value of our restricted investment in
marketable securities and the related charge to earnings, and as a result of the
nonrecurring nature of the underlying transaction, our management believes that
we have corrected this material weakness.

         There have been no changes in our internal control over financial
reporting identified in connection with the evaluation that occurred during the
fourth fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 13. EXHIBITS

EXHIBIT NO.                        DESCRIPTION

31.1     Section 302 Certification of Chief Executive Officer
31.2     Section 302 Certification of Principal financial and accounting officer
32.1     Section 906 Certification of Chief Executive Officer

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<PAGE>

                                   SIGNATURES

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

                                      Spare Backup, Inc.

January 12, 2007                      By: /s/ Cery B. Perle
                                          -----------------
                                      Cery B. Perle, CEO and President,
                                      principal executive officer and
                                      principal financial and accounting officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

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

/s/ Cery B. Perle        President, Chief Executive Officer,    January 12, 2007
-----------------        principal executive officer and
Cery B. Perle            principal financial and accounting
                         officer


/s/ Edward L. Hagan      Secretary and director                 January 12, 2007
-------------------
Edward L. Hagan


/s/ Richard Galterio     Director                               January 12, 2007
--------------------
Richard Galterio


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