UpSnap,
Inc.
134
Jackson Street, Suite 203
Davidson,
North Carolina 20836
Telephone:
704-895-4121
INFORMATION
STATEMENT
PURSUANT
TO
SECTION
14(f) OF THE SECURITIES EXCHANGE
ACT
OF
1934 AND RULE 14f-1 THEREUNDER
INTRODUCTION
This
Information Statement is being mailed on or about September 10, 2008, to
the
holders of record at the close of business on September 5, 2008 (the “Record
Date”) of common stock, par value $0.001 per share (“Common Stock”) of UpSnap,
Inc., a Nevada corporation (“the Company” or “UpSnap”), in connection with the
change of control and composition of the Board of Directors of the Company
as
contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”)
entered into among the Company, Duratech Group Inc., an Alberta, Canada
corporation (“Duratech”), and certain other parties as described below. This
Information Statement is being furnished pursuant to Section 14(f) of the
Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14f-1 promulgated
thereunder. This Information Statement is being provided solely for
informational purposes and not in connection with a vote of the Company’s
stockholders.
On
the
Record Date, there were 23,370,324 shares of UpSnap Common Stock issued and
outstanding, each of which was entitled to cast one vote per
share.
WE
ARE NOT SOLICITING YOUR PROXY.
NO
VOTE OR OTHER ACTION BY THE COMPANY’S SECURITYHOLDERS IS
REQUIRED
IN
RESPONSE TO THIS INFORMATION STATEMENT.
CHANGE
OF CONTROL
On
August
29, 2008, the Company and Tony Philipp, an officer, director and shareholder
of
UpSnap (“Philipp”), entered into the Share Exchange Agreement with Duratech,
Peter van Hierden, a citizen and resident of Alberta, Canada and owner directly
or indirectly of approximately 96% of the share capital of Duratech (“van
Hierden”), and the other common shareholders of Duratech (collectively, the
“Duratech Shareholders”).
The
transactions contemplated by the Share Exchange Agreement will be consummated
on
or before September 17, 2008 (the “Closing Date”) and will result in a change of
control of the Company.
Pursuant
to the terms of the Share Exchange Agreement, on the Closing Date, the Company
will issue to the Duratech Shareholders, on a pro rata basis, a total of
69,299,676 shares of the Company’s Common Stock (representing 71.08% of the
issued and outstanding shares of UpSnap after the closing) in exchange for
all
of the issued and outstanding common share capital of Duratech. The Duratech
common share capital is validly issued, fully paid, and nonassessable,
represents one hundred percent (100%) of the common ownership of Duratech,
and
the Duratech Shareholders are the sole record and beneficial owners thereof.
The
Duratech common stock, par value $0.05 per share, represents sixty-five percent
(65%) of the issued and outstanding equity capitalization of Duratech, with
the
other thirty-five percent (35%) consisting of two series of preferred stock,
one
currently issued to three individuals and outstanding, and the other to be
issued to van Hierden and Duratech Shareholders on the Closing Date. Both
of the
series have a par value of $1.00 per share. The first series, which is currently
outstanding and consists of 158,096 shares of Preferred Non-Voting stock,
and
has a $1.00 liquidation preference, is not entitled to any dividend or
conversion privilege, and is to be liquidated in three years. The second
series,
which is a new series to be issued to van Hierden and Duratech Shareholders
as
of the Closing Date, shall consist of 3,198,362 shares of preferred stock
and
shall be entitled to one vote per share, have a $1.00 liquidation preference
and
shall not be entitled to any dividend or conversion privilege.
In
addition, Duratech option holders will be granted options to purchase an
additional 1,203,790 shares of this second series of preferred stock.
All
of the outstanding Duratech share capital was offered and sold in accordance
with applicable Canadian and United States Federal and local securities
laws.
Also,
in
connection with the transaction, a total of 2,235,610 options to purchase
Duratech common stock will be converted into 18,950,334 options to purchase
common stock of the Company, calculated according to an agreed upon formula.
This will enable the Duratech Shareholders to transfer one hundred percent
(100%) of the common ownership of Duratech to the Company.
After
the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Registrant plans to consummate the sale of its assets related to its
mobile
information search services, subject to assumption and payment of all of
the
Company’s liabilities related to periods prior to the closing, to UpSnap
Services, LLC, a North Carolina limited liability corporation (“UpSnap
Services”), which is owned by Philipp, pursuant to an Asset Purchase Agreement
dated as of August 29, 2008 (the “Asset Purchase Agreement”).
Pursuant
to the Share Exchange Agreement and the Asset Purchase Agreement, Philipp
has
agreed, among other things, to indemnify and hold harmless the Company from
and
against all liabilities as of the Closing Date up to $200,000. As part of
the
Asset Purchase Agreement, the Company has agreed to contribute $130,000 to
UpSnap Services at Closing solely toward the payment and discharge of the
Assumed Liabilities (as defined). The $130,000 contribution is not to be
used to
pay any of Philipp’s advances to the Company or his accrued salary. Duratech has
agreed to fund this $130,000 capital contribution. The Asset Purchase Agreement
was approved by a majority of the Board of Directors, with Philipp abstaining,
in accordance with Nevada Revised Statutes 78.140.
The
foregoing summary of selected provisions of the Share Exchange Agreement
and
Asset Purchase Agreement do not purport to be complete and is qualified in
its
entirety by reference to the Share Exchange Agreement and Asset Purchase
Agreement, copies of which are included as exhibits to the Company’s current
report on Form 8-K, which was filed with the U.S. Securities and Exchange
Commission on September 5, 2008.
The
UpSnap Board of Directors has three members. At Closing, Philipp and Paul
Schmidt will resign from their positions as President and Chief Executive
Officer and of Chief Financial Officer, respectively, of the Company, and Peter
van Hierden will be appointed as Chief Executive Officer and Richard von
Gnechten as Chief Financial Officer. At Closing, Mark McDowell will resign
from
his position as a director of the Company and Peter van Hierden will be
appointed to fill the vacancy created thereby. Philipp will resign as a director
of the Company effective following the expiration of the required ten (10)
day
transmittal notification to the stockholders under Regulation 14f-1 of the
Securities Exchange Act, which notice is effected by mailing of this Information
Statement to shareholders. At the effective time of Philipp’s resignation,
Robert Lundgren will be appointed as director of the Company. Mr. von Gnechten,
who is currently a member of the Board of Directors of the Company, will remain
on the Board following the closing.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The
following table sets forth as of Closing Date, the number of shares of the
Company’s Common Stock owned of record or beneficially by each person known to
be the beneficial owner of 5% or more of the issued and outstanding shares
of
the Company’s voting stock, and by the directors and officers of the Company.
The number of common shares issued and outstanding as of September 5, 2008,
the
record date for this Information Statement, is 23,370,324, each with a par
value
of $0.001, and 4,830,000 options or warrants on common shares.
On
the
Closing Date, after giving effect to the issuance of 69,299,676 shares and
options to the Duratech Shareholders, there will be issued and outstanding
97,500,000 shares and options of the Company’s Common Stock.
|
Title
of Class
|
|
Name
|
|
Number of
Shares Owned
(1)
|
|
Percent of
Voting Power
(2)
|
|
|
|
|
|
|
|
|
|
|
|
Principal
Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Janet
van Hierden
|
|
|
48,264,954
|
(3)
|
|
49.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Peter
van Hierden
|
|
|
48,264,954
|
(3)
|
|
49.5
|
%
|
|
Common
|
|
|
Tony
Philipp
|
|
|
4,910,000
|
|
|
5.0
|
%
|
|
Common
|
|
|
Robert
Lundgren
|
|
|
1,101,956
|
|
|
1.1
|
%
|
|
Common
|
|
|
Mark
McDowell
|
|
|
700,000
|
|
|
0.7
|
%
(4)
|
|
Common
|
|
|
Paul
Schmidt
|
|
|
480,020
|
|
|
0.5
|
%
|
|
Common
|
|
|
Richard
von Gnechten
|
|
|
401,054
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
All
Officers and Directors as a Group (3 persons
)
|
|
|
55,857,984
|
|
|
57.3
|
%
|
(1)
Except
as
otherwise indicated, the shares are owned of record and beneficially by the
persons named in the table.
(2)
Based on
97,500,000 issued & outstanding shares and options of common stock as of the
Closing Date.
(3)
Janet
van
Hierden and Peter van Hierden are husband and wife, and beneficially own
the
6,387,729 and 41,761,084 shares, respectively, of Common Stock owned by each.
In
addition, Mr. and Mrs. van Hierden beneficially own the 116,141 shares of
Common
Stock owned by their son Brendon van Hierden.
(4)
Mr.
McDowell’s shareholdings reflect options that he either owns directly or
indirectly through his corporate interests in Acta Wireless Capital, LLC.
DIRECTORS
AND EXECUTIVE OFFICERS
At
Closing, Philipp will resign from his positions as President and CEO of the
Company, Mark McDowell will resign from his position as director, and Paul
Schmidt will resign from his position as Chief Financial Officer. Mr. Peter
van
Hierden will be appointed as Chief Executive Officer and Director and Mr.
Richard von Gnechten as Chief Financial Officer.
Philipp
shall resign from his position as a director of UpSnap effective ten days
following the mailing of this Information Statement. At the expiration of the
waiting period required by Regulation 14f-1, Robert Lundgren shall be appointed
as director of UpSnap as provided in the 14F-1 Information Statement.
To
the
best of the Company’s knowledge, immediately prior to the Closing, Peter van
Hierden and Robert Lundgren were not directors, did not hold any position
with
the Company, nor had they been involved in any transactions with the Company
or
any of its directors, executive officers, affiliates or associates which
would
be required to be disclosed pursuant to the rules and regulations of the
U.S.
Securities and Exchange Commission, other than the transactions in the Share
Exchange Agreement and the Asset Purchase Agreement. Richard von Gnechten,
who
will be appointed Chief Financial Officer at Closing, has served as director
of
the Company and as a partner of Naviscent Group, LLC with Paul Schmidt, the
Chief Financial Officer of the Company prior to Closing. Mr. van Hierden
serves
as Chairman of the Board of Directors of Global Kingdom Alliance which has
secured Mr. von Gnechten’s services as a financial advisor to its affiliated
companies. To the best of the Company’s knowledge, none of such persons has been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors, nor has he been a party to any judicial or administrative
proceeding during the past five years that resulted in a judgment, decree
or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of
any
violation of federal or state securities laws, except for matters that were
dismissed without sanction or settlement.
To
the
Company’s knowledge, no director, officer or affiliate of the Company, and no
owner of record or beneficial owner of more than five percent (5%) of the
securities of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
The
names
of the officers and directors of the Company following the Closing Date, as
well
as certain information about them are set forth below:
|
Name
|
|
Age
|
|
Position(s)
with the Company
|
|
Tony
Philipp
(1)
|
|
45
|
|
CEO,
President and Director
|
|
Mark
McDowell
(2)
|
|
42
|
|
Director
|
|
Paul
Schmidt
(3)
|
|
52
|
|
CFO
|
|
Peter
van Hierden
(4)
|
|
49
|
|
CEO
and Director
|
|
Richard
von Gnechten
(5)
|
|
44
|
|
CFO
and Director
|
|
Robert
Lundgren
(6)
|
|
64
|
|
Director
|
(1)
Philipp
will resign as an officer at Closing and as a director of the Company effective
ten days following the mailing of this Information Statement.
(2)
Mr.
McDowell will resign as a director of the Company effective at
Closing.
(3)
Mr.
Schmidt will resign as an officer of the Company at Closing.
(4)
Mr. van
Hierden will be appointed as the CEO on the date Philipp’s resignation becomes
effective and his appointment as a director becomes effective on the Closing
Date.
(5)
Mr. von
Gnechten will be appointed as the CFO on the date Mr. Schmidt’s resignation
becomes effective. He remains in his position as a director.
(6)
Mr.
Lundgren will be appointed as a director on the date ten days following the
mailing of this Information Statement.
Tony
Philipp
.
Tony
Philipp
has
served as a director and our Chief Executive Officer and President since
November 15, 2005, when we acquired UpSNAP USA. Philipp is the co-founder of
UpSNAP USA and acted as a director and the Chief Executive Officer of UpSNAP
USA
since its formation in April 2004. During 2002 to 2004, Philipp was
the president of Vivisimo Inc., Europe, the leading provider of automatic
content-clustering software, which powers 10% of web searches worldwide, with
blue chip customers including the U.S. Government, HP, NASA, German Government,
AOL, Infospace, and Overture. Philipp was responsible for establishing worldwide
sales and marketing strategy for Viviisimo during that period. Philipp was
the
former Chief Operating Officer of Lycos Europe. Philipp was instrumental in
the
joint venture with Bertelsmann, and took the company to a $5 billion IPO in
2000. Philipp previously served on the board of Mobileway, Inc. and has in
the
past served as Non-Executive board member of selected 3i investments, the
largest European venture group. Philipp is a dual citizen in Germany and the
USA, and holds a Bachelor of Science Degree from Clemson University, a Master
of
International Business (MBA) from the University of South Carolina, and was
a
Fulbright Scholar at the University of Cologne (Germany).
Mark
McDowell
.
Mark
McDowell
,
a
director since April 19, 2006, has served since November 2004 as co-founder
of
Acta Wireless Capital LLC, an investment firm focused on early stage companies
in the wireless sector, and the Managing Partner of Actium Advisors, LLC,
a
consulting firm with clients such as Verizon Wireless, Vodafone,
Hewlett-Packard, and AOL since November 2004. Mr. McDowell served as President
of McDowell Technology Ventures from September 2002 - October 2004, and was
President and COO of Invertix Corporation, a global pioneer in wireless instant
messaging from 1997 until August 2002. Mr. McDowell previously served as
co-founder and director of TeleCorp PCS (acquired by AT&T Wireless Services
in February 2002) and holds BSEE and MSEE degrees from the Massachusetts
Institute of Technology.
Paul
Schmidt
.
Paul
Schmidt
has
been
Chief Financial Officer since November 15, 2005 and prior to that served
as
Chief Financial Officer of UpSNAP USA from October 1, 2005. From 2005-2006,
Mr.
Schmidt served as a managing director at Von Steuben Financial, LLC, a service
firm that provides part-time senior level financial executive services. From
2001 to 2004, Mr. Schmidt was the Vice President and Chief Financial Officer
of
B.R. Lee Industries, Inc., a large manufacturer of commercial asphalt paving
equipment. From 1999 to 2001, Mr. Schmidt served as the Treasurer and Chief
Financial Officer of Powerscape Equipment Corp., an outdoor power equipment
dealership. Mr. Schmidt is currently serving as Managing Partner for
Naviscent Group, LLC, a firm that provides senior level CFO-type services
on a
fractional use basis. Mr. Schmidt has an inactive CPA license and has
a Bachelor of Business Administration degree from University of Michigan.
Peter
van Hierden
.
Peter
van Hierden
,
a
director, is President and CEO and principal owner of Duratech Group, Inc.
Duratech is engaged in the homebuilding and manufactured housing business
in
Alberta and Saskatchewan, Canada, which are experiencing rapid growth primarily
because of commodities such as oil, uranium and diverse mining. Duratech
operates through its business units Duratech Contracting and Duratech Structures
and through its ownership of 50% of the share capital of two joint venture
companies: P&R Gateway Developments Inc. and 1371009 Alberta Ltd., both
Alberta corporations. Mr. van Hierden has been an entrepreneur for over 30
years, having started, run, bought and sold companies over that time period.
He
helped successfully turned around six failing companies ranging from $1 million
to $30 million in revenue over the past 15 years. Mr. van Hierden has also
previously helped raise a fund of $7 million in private equity, which achieved
an 18% return on investment.
Richard
von Gnechten
.
Richard
von Gnechten
,
a
director since April 19, 2006, has served since 2005 as President & CEO of
Ravon Corp., which provides corporate financial advisory services. Mr. von
Gnechten joined Hawaiian Electric Company (HECO) in 1991 and served as Financial
Vice President & CFO from 2000 to 2004, managing/implementing
Sarbanes-Oxley, SEC and NYSE compliance. During his tenure, Hawaiian Electric
was recognized by a Dow Jones public company survey as a top 5 company for
corporate governance and top 10 for disclosure transparency. Mr. von Gnechten
also serves as Managing Director and CEO for Global Kingdom Finance Co. and
Partner of Naviscent Group, LLC and board member for several
companies. He has an MBA from Dartmouth’s Tuck School of Business,
Financial Management Program graduate from Stanford’s Graduate School of
Business and a degree in Economics from the University of Denver.
Robert
Lundgren
.
Robert
Lundgren
,
a
candidate to be appointed as director, has served as both President and Senior
Vice President, Finance and Corporate Development (and Chief Financial Officer)
of The Loewen Group, Inc., a large Canadian public company. In his capacities
he
was a leader in the company’s strategic planning process and directed a rapid
acquisition growth program, which required access to significant capital from
the public markets as well as direction of management development and system
needs. He has also served as a director of a number of corporate and charitable
boards. Mr. Lundgren is a Chartered Accountant and has a Bachelor of Arts in
Economics from the University of British Columbia and a Master of Divinity
from
Canadian Theological Seminary.
BOARD
OF DIRECTORS’ MEETINGS AND COMMITTEES
The
Company presently does not have a compensation committee or nominating
committee. The Company does have an audit committee, with committee duties
currently carried out by a member of our Board of Directors. Our Board of
Directors has determined that the audit committee member has sufficient
knowledge in financial and accounting matters to serve on the committee and
that
the member is an “audit committee financial expert” as defined by the rules of
the Securities and Exchange Commission. The Board of Directors has not adopted
a
written charter for the audit committee as the management of the Company
believes that until this point it has been premature at the current stage
of the
Company’s management and business development to adopt a formal charter.
The
same
reasoning applies to the decision not to form a compensation or nominating
committee. However, the new management of the Company may form a compensation
and nominating committee in the future. Until these committees are established,
these decisions will continue to be made by the Board of Directors. New
management may also adopt a formal audit committee charter. Although the Board
of Directors has not established any minimum qualifications for director
candidates, when considering potential director candidates, the Board considers
the candidate’s character, judgment, skills and experience in the context of the
needs of the Company and the Board of Directors.
The
Company’s Board of Directors does not currently provide a process for
stockholders to send communications to the Board of Directors as the Company
management believes that until this point it has been premature given the
limited liquidity of the common stock of the Company to develop such processes.
However, the new management of the Company may establish a process for
stockholder communications in the future.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
For
the ten-months ended July 31, 2008, Philipp, the CEO, advanced a total
of
$61,333 to the Company. For the year ended September 30, 2007 and 2006,
Philipp advanced $0 and $0 to the Company, respectively. Philipp was paid
$32,000 by the Company for 2008 (as of July 31, 2008), and has an accrued
salary
for 2008 amounting to $61,333 (as of July 31, 2008). These obligations
are part
of the Assumed Liabilities under the Asset Purchase Agreement.
After
the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Company plans to consummate the sale of its assets related to its mobile
information search services, subject to assumption and payment of all of the
Company’s liabilities related to periods prior to the closing, to UpSnap
Services, LLC, a North Carolina limited liability corporation (“UpSnap
Services”), which is owned by Philipp, pursuant to an Asset Purchase Agreement
dated as of August 29, 2008 (the “Asset Purchase Agreement”).
Over
the
past few years the Company has sustained continued financial losses and revenue
declines as its business has grown more competitive, it has not been able to
raise additional capital to expand its operations, it has recent concerns about
obligations to its creditors and its continuation as a going concern, and
subsequent to the termination of the proposed merger transaction with Mobile
Greetings, Inc., it has explored various financing and acquisition alternatives.
Based upon management’s review of alternatives, the Share Exchange Agreement and
the Asset Purchase Agreement present the most viable present possibility for
future enhancement of shareholder value and for payment of creditors.
Pursuant
to the Share Exchange Agreement and the Asset Purchase Agreement, Philipp
has
agreed, among other things, to indemnify and hold harmless the Company from
and
against all liabilities as of the Closing Date up to $200,000. As part of
the
Asset Purchase Agreement, the Company has agreed to contribute $130,000 to
UpSnap Services at Closing solely toward the payment and discharge of the
Assumed Liabilities (as defined). The $130,000 contribution is not to be
used to
pay any of Philipp’s advances to the Company or his accrued salary. Duratech has
agreed to fund this $130,000 capital contribution. The Asset Purchase Agreement
was approved by a majority of the Board of Directors, with Philipp abstaining,
in accordance with Nevada Revised Statutes 78.140.
Richard
A. von Gnechten, a member of the Board of the Company and also a Managing
Director and CEO for Global Kingdom Finance Co., an affiliate of Duratech,
will
be appointed as Chief Financial Officer of the Company as of the Closing.
He
does not plan to have a salary paid by the Company, nor will he have an
employment contract with the Company.
Except
for the transactions described above, there are no proposed transactions and
no
transactions during the past two years to which the Company was (or is) a party,
and in which any officer, director, or principal stockholder, or their
affiliates or associates, was also a party.
EXECUTIVE
COMPENSATION
Executive
Compensation
Summary
Compensation Table
The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by the Company’s chief executive
officer and president who received or was entitled to receive remuneration
in
excess of $100,000 during the stated periods.
SUMMARY
COMPENSATION TABLE
|
Name of officer
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive
Plan
Compensation
|
|
Nonquali-
fied
Deferred
Compensation
|
|
All
Other
Compensation
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tony
Philipp
(1)
|
|
|
2007
|
|
$
|
120,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
120,000
|
|
|
|
|
|
2006
|
|
$
|
120,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
120,000
|
|
|
|
|
|
2005
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
(1)
Philipp will resign from his officer positions with the Company at
Closing.
Option
Grants in Last Fiscal Year
There
no
options granted to Philipp during the year ended September 30, 2007. There
were
options to purchase 1,000,000 shares of Common Stock granted to Philipp during
the nine-months ended June 30, 2008, exercisable at $.10 per share, vesting
over
a four year period, with all unvested options to vest upon the
Closing.
During
the year ended September 30, 2007 and the nine-months ended June 30, 2008,
Philipp did not exercise any stock options.
Employment
Agreements
The
Company has no employment agreements with any of its employees.
Equity
Compensation Plan Information
The
Company does have a stock and incentive plan entitled “UpSnap, Inc. Amended 2006
Omnibus Stock and Incentive Plan,” as detailed on Exhibit A of Schedule 14-C
Definitive Information Statement filed with the SEC on October 3, 2007 and
incorporated herein by reference. The Company plans to make any necessary
changes to this plan
and
to
its authorized capital
to accommodate the aforementioned conversion
of the 2,235,610 options to purchase Duratech common stock into UpSnap options.
Directors’
and Officers’ Liability Insurance
The
Company has insurance insuring directors and officers against certain
liabilities.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act, requires the Company’s directors and executive
officers, and persons who own more than 10% of the Company’s equity securities
which are registered pursuant to Section 12 of the Exchange Act, to file with
the SEC initial reports of ownership and reports of changes in ownership of
equity securities of the Company. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports they file. To the best knowledge of the
Company based on the filings made, during fiscal year 2007, the officers,
directors and 10% stockholders of the Company filed all Section 16(a) reports
they are required to file on a timely basis.
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UpSnap,
Inc.
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By:
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/s/
Tony Philipp
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Tony
Philipp
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CEO
and President
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