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

| For the fiscal year ended December 31, 2010 |
|---------------------------------------------|

| [  ] | 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.) |

| 72757 Fred Waring Drive, Palm Desert, CA |   | 92260      |
|------------------------------------------|--------|------------|
| (Address of principal executive offices) |   | (Zip Code) |

| Registrant's telephone number, including area code: | (760) 779-0251 |
|-----------------------------------------------------|----------------|

| Title of each class |   | Name of each exchange on which registered |
|---------------------|--------|-------------------------------------------|
| None                |   | Not applicable                            |

| Common Stock, par value $0.001 per share |
|------------------------------------------|
| (Title of class)                         |

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

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| Exhibit No. | Description                                                                                                                                                                                                                                                    |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1         | Acquisition Agreement and Plan of Merger(3)                                                                                                                                                                                                                    |
| 2.2         | Agreement and Plan of Merger(4)                                                                                                                                                                                                                                |
| 3.1         | Certificate of Incorporation(1)                                                                                                                                                                                                                                |
| 3.2         | By-Laws (1)                                                                                                                                                                                                                                                    |
| 3.3         | Certificate of Incorporation, as amended (2)                                                                                                                                                                                                                   |
| 3.4         | Certificate of Amendment to the Certificate of Incorporation (5)                                                                                                                                                                                               |
| 3.5         | Certificate of Amendment to the Certificate of Incorporation (8)                                                                                                                                                                                               |
| 3.6         | Certificate of Ownership merging Spare Backup, Inc. into Newport International Group, Inc. (19)                                                                                                                                                                |
| 3.7         | Certificate of designations, rights and preferences of Series A Preferred Stock (23)                                                                                                                                                                           |
| 4.1         | Form of Investor Warrant to Purchase Common Stock issued with 8% promissory note (12)                                                                                                                                                                          |
| 4.2         | Form of Common Stock Purchase Warrant issued with 10% secured note (12)                                                                                                                                                                                        |
| 4.3         | Form of Common Stock Purchase Warrant issued to Robinson Reed Inc. and First Capital Holdings International, Inc.(11)                                                                                                                                          |
| 4.4         | Form of $0.75 Investor Warrant (11)                                                                                                                                                                                                                            |
| 4.5         | Common stock purchase warrant issued March 31, 2005 to purchase 256,667 shares of common stock issued to Jenelle Fontes (10)                                                                                                                                   |
| 4.6         | Common stock purchase warrant issued March 31, 2005 to purchase  280,000 shares of common stock issued to Curtis Lawler (10)                                                                                                                         |
| 4.7         | Form of $1.30 common stock purchase warrant (13)                                                                                                                                                                                                               |
| 4.8         | Form of common stock purchase warrant issued to Langley Park Investment Trust, PLC (16)                                                                                                                                                                        |
| 4.9         | Form of placement agent warrant issued to Brookstreet Securities Corporation (20)                                                                                                                                                                              |
| 4.10        | Option to Purchase Common Stock issued to Wolfe Axlerod Weinberger (20)                                                                                                                                                                                        |
| 4.11        | Option to Purchase Common Stock issued to The Sterling Group (20)                                                                                                                                                                                              |
| 4.12        | Form of warrant issued to DSG Plc. (24)                                                                                                                                                                                                                        |
| 10.1        | 2002 Stock Option and Stock Award Plan (15)                                                                                                                                                                                                                    |
| 10.2        | Lease for principal executive offices (24)                                                                                                                                                                                                                     |
| 10.3        | Stock Purchase Agreement with Langley Park Investment Trust PLC (9)                                                                                                                                                                                            |
| 10.4        | Employment Agreement with Cery B. Perle (11)                                                                                                                                                                                                                   |
| 10.5        | Common Stock and Warrant Purchase Agreement dated as of August 27, 2004 (9)                                                                                                                                                                                    |
| 10.6        | Registration Rights Agreement dated as of August 27, 2004 (9)                                                                                                                                                                                                  |
| 10.7        | Amendment No. 1 to Common Stock and Warrant Purchase Agreement dated as of November 2, 2004 (9)                                                                                                                                                                |
| 10.8        | Settlement Agreement and Release between Newport International Group, Inc., Robinson Reed, Inc., First Capital Holdings International, Inc., Continental Blue Limited and E-Holdings, Inc. (11)                                                                |
| 10.9        | Supplier Agreement with CompUSA (12)                                                                                                                                                                                                                           |
| 10.10       | Form of Settlement Agreement between Newport International Group, Inc, Robinson Reed, Inc. and First Capital Holdings International, Inc. (14)                                                                                                                 |
| 10.11       | Amendment No. 1 to the 2002 Stock Option and Stock Award Plan (6)                                                                                                                                                                                              |
| 10.12       | Form of Repurchase Agreement with Langley Park Investment Trust PLC (16)                                                                                                                                                                                       |
| 10.13       | Form of Amendment to Escrow Agreement with Langley Park Investment Trust PLC (16)                                                                                                                                                                              |
| 10.14       | Amendment No. 2 to the 2002 Stock Option and Stock Award Plan (17)                                                                                                                                                                                             |
| 10.15       | Customer Technical Support Services Agreement with Circuit City Stores, Inc. (18)                                                                                                                                                                              |
| 10.16       | Standard Services Agreement and Statement of Work with Hewlett-Packard Company (20)                                                                                                                                                                            |
| 10.17       | Finder's Agreement dated February 5, 2007 between Spare Backup, Inc. and Skyebanc, Inc. (21)                                                                                                                                                                   |
| 10.18       | Agreement Regarding Put Option dated as of May 8, 2007 by and among Spare Backup, Inc., Robinson Reed, Inc. and First Capital Holdings International, Inc. (22)                                                                                                |
| 10.19       | Software License and Distribution Agreement with Gateway Companies, Inc. (22) Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.                         |
| 10.20       | Data Storage Services Agreement dated February 2, 2007 between DSG Retail and Spare Backup, Inc. (24) Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. |
| 14.1        | Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Senior Financial Officers (11)                                                                                                                                      |
| 21.1        | Subsidiaries of the registrant (11)                                                                                                                                                                                                                            |
| 23.1        | Consent of Sherb & Co., LLP *                                                                                                                                                                                                                              |
| 31.1        | Section 302 Certificate of Chief Executive Officer *                                                                                                                                                                                                           |
| 31.2        | Section 302 Certificate of principal accounting and financial officer *                                                                                                                                                                                        |
| 32.1        | Section 906 Certificate of Chief Executive Officer and principal financial and accounting officer *                                                                                                                                                            |

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| (1)  | Incorporated by reference to the Quarterly Report on Form 10-QSB as filed with the SEC on May 10, 2000.                                                                                                                                                                     |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on February 5, 2001.                                                                                                                                                                      |
| (3)  | Incorporated by reference to the Current Report on Form 8-K filed with the SEC on November 6, 2000.                                                                                                                                                                         |
| (4)  | Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 13, 2004.                                                                                                                                                                        |
| (5)  | Incorporated by reference to the definitive Information Statement on Schedule 14C as filed with the SEC on November 14, 2003.                                                                                                                                               |
| (6)  | Incorporated by reference to the registration statement on Form S-8 as filed with the SEC on August 8, 2004.                                                                                                                                                                |
| (7)  | Intentionally omitted.                                                                                                                                                                                                                                                      |
| (8)  | Incorporated by reference to the quarterly report on Form 10-QSB for the three and six months ended June 30, 2004.                                                                                                                                                          |
| (9)  | Incorporated by reference to the Quarterly Report on Form 10-QSB for the three and nine months ended September 30, 2004.                                                                                                                                                    |
| (10) | Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on May 5, 2005.                                                                                                                                                                           |
| (11) | Incorporated by reference to the registration statement on Form SB-2, as amended, file number 333-123096, as declared effective on May 19, 2005.                                                                                                                            |
| (12) | Incorporated by reference to the Quarterly Report on Form 10-QSB for the three and six months ended June 30, 2005. Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. |
| (13) | Incorporated by reference to the registration statement on Form SB-2, SEC file number 333-128980, as amended, as declared effective by the SEC on November 14, 2005.                                                                                                        |
| (14) | Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on December 15, 2005.                                                                                                                                                                     |
| (15) | Incorporated by reference to the registration statement on Form S-8, SEC File No. 333-98229, as filed on August 16, 2002.                                                                                                                                                   |
| (16) | Incorporated by reference to the Current Report on Form 8-K as filed on May 31, 2006.                                                                                                                                                                                       |
| (17) | Incorporated by reference to the Current Report on Form 8-K as filed on June 6, 2006.                                                                                                                                                                                       |
| (18) | Incorporated by reference to the Current Report on Form 8-K as filed on August 18, 2006. Portions of this agreement have been omitted and marked with a [_] and separately filed with the Securities and Exchange Commission with a request for confidential treatment.     |
| (19) | Incorporated by reference to the Current Report on Form 8-K as filed on August 16, 2006.                                                                                                                                                                                    |
| (20) | Incorporated by reference to the registration statement on Form SB-2, SEC File No. 333-139138, as amended, as declared effective by the SEC on February 13, 2007.                                                                                                           |
| (21) | Incorporated by reference to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 as filed on April 2, 2007.                                                                                                                                        |
| (22) | Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended March 31, 2007 as filed on May 21, 2007.                                                                                                                                              |
| (23) | Incorporated by reference to the Current Report on Form 8-K as filed on January 18, 2008.                                                                                                                                                                                   |
| (24) | Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed on April 14, 2008.                                                                                                                                         |

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|          | Spare Backup, Inc. |                                |
|---------------|--------------------|-------------------------------------|
|          |               |                                |   |
| July __, 2011 | By:                | /s/ Cery Perle                 |   |
|          |               | Cery Perle, Chief Executive Officer |   |

| Name               |   | Positions                                                                  |   | Date          |
|--------------------|--------|----------------------------------------------------------------------------|--------|---------------|
|               |   |                                                                       |   |          |
| /s/ Cery Perle     |   | Chief Executive Officer, President, Chairman of the Board,                 |   | July __, 2011 |
| Cery Perle         |   | principal executive officer and principal financial and accounting officer |   |          |
|               |   |                                                                       |   |          |
| /s/ Ivor Newman    |   | Chief Operating Officer, Director                                          |   | July __, 2011 |
| Ivor Newman        |   |                                                                       |   |          |
|               |   |                                                                       |   |          |
| /s/ Robert Binkele |   | Director                                                                   |   | July __, 2011 |
| Robert Binkele     |   |                                                                       |   |          |
|               |   |                                                                       |   |          |
| /s/ Andy Zeinfeld  |   | Director                                                                   |   | July __, 2011 |
| Andy Zeinfeld      |   |                                                                       |   |          |