UPSNAP, INC. Financials

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UPSNAP, INC. Files SEC form 10-Q, Quarterly Report

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved. OVERVIEW On September 17, 2008, the Company consummated a reverse merger with Duratech Group Inc., a corporation organized and existing under the laws of the province ...
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UPSNAP, INC. Files SEC form 8-K, Entry into a Material Definitive Agreement, Other Events

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 18, 2009, the Registrant through its principal subsidiary, Duratech Group Inc. ("Duratech") and all of the contracting parties executed a Purchase Agreement dated as of June 8, 2009 (the "Agreement"), between and among Duratech, 1152645 Alberta Ltd., an Alberta numbered corporation ("Alberta Company"), and Al Kirby, a citizen of Alberta, Canada ("Kirby") and the principal owner of Alberta Company, pursuant to which Duratech had a right to acquire, subject to the satisfaction prior to closing of certain conditions precedent and after closing certain conditions subsequent, 100% of Al Kirby's ownership interest in Alberta Company, which reflected 100% of the common voting shares and approximately 76% of the overall ownership of the Alberta Company for consideration consisting of cash having an aggregate market value of approximately $1 million (Canadian Dollars), approximately $924,000 U.S. Dollars based on foreign currency rates on the date of the Agreement. On June 18, 2009, the parties also entered into a Purchase Agreement and Assignment where Al Kirby agreed to sell and assign all intellectual property rights associated with the Water purification and Waste Water Systems and the Salinating systems to Duratech and all rights to manufacture Soil Remediation units as per the contract. On June 18, 2009, Al Kirby and Duratech also entered into an Assignment where Al Kirby assigned all intellectual property rights associated with Soil Remediation Process (Nature zone) to Alberta Company. Pursuant to the Agreement, Duratech will initially pay $500,000 (CAD) cash to Kirby on July 15, 2009 ("initial payment") plus 1% per month late payment fees if funds are late and $500,000 (CAD) payable over 50 months at rate of $10,000 (CAD) per month (without interest) beginning August 15, 2009 and the 15th of the following months until paid in full. The consummation of the acquisition is conti...
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UPSNAP, INC. Files SEC form 10-Q, Quarterly Report

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved. OVERVIEW On September 17, 2008, the Company consummated a reverse merger with Duratech Group Inc., a corporation organized and existing under the laws of the province ...
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UPSNAP, INC. Files SEC form 8-K/A, Entry into a Material Definitive Agreement, Completion of Acquisition or Dispositi

Item 1.01. Entry into a Material Definitive Agreement The Share Exchange Agreement On August 29, 2008, UpSnap Inc. (the "Registrant") entered into a Share Exchange Agreement (the "Share Exchange Agreement") by and among the Registrant; Tony Philipp, an officer, director and shareholder of Registrant ("Philipp"); Duratech Group Inc., an Alberta, Canada corporation ("Duratech") and the shareholders of Duratech ("Duratech Shareholders"), including Peter Van Hierden, a citizen of Alberta, Canada and owner directly or indirectly of approximately 96% of the share capital of Duratech ("Van Hierden"). Upon closing of the share exchange transaction (the "Share Exchange") on September 17, 2008, the Duratech Shareholders transferred all of their shares of common stock in Duratech to the Registrant in exchange for an agreement to issue to them an aggregate of 50,349,342 shares of Common Stock of the Registrant, resulting in Duratech becoming a majority owned subsidiary of the Registrant. In addition, P&R Gateway Developments Inc. and 1371009 Alberta Ltd., fifty percent (50%) owned joint venture companies of Duratech became indirectly controlled by the Registrant. As part of the Share Exchange, the Duratech Shareholders were issued options to purchase 18,950,334 shares of the Registrant's Common Stock in substitution for options to purchase 2,235,610 shares of Duratech common stock which they owned prior to the transaction. In order to facilitate the exercise of these new options, the Registrant has agreed to hold 18,950,334 shares of Common Stock in reserve, and instead issue the balance of 50,349,342 shares to the Duratech Shareholders pro rata pursuant to the Share Exchange Agreement. The shares of Duratech common stock, par value $0.05 per share, are validly issued, fully paid, and nonassessable, and represent one hundred percent (100%) of the common equity ownership of Duratech, and the D...
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UPSNAP, INC. Files SEC form 10-K, Annual Report

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved. OVERVIEW On September 17, 2008, the Company consummated a reverse merger with Duratech Group Inc., a corporation organized and existing under the laws of the province o...
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UPSNAP, INC. Files SEC form 8-K, Unregistered Sale of Equity Securities

ITEM 3.02 Unregistered Sales of Securities The Registrant and the individuals listed on the signature page thereof (the "Sellers") have entered into a Preferred Stock Exchange Agreement, dated as of January 8, 2009 (the "Agreement"), pursuant to which the Registrant agreed to issue 338,938,010 shares of Common Stock, when the same are authorized, and to issue 127,568,470 options on Common Stock of UpSnap, when the same are authorized (collectively referred to as the "UpSnap Securities") in exchange for not less than 3,198,362 shares of Preferred Stock of Duratech Group Inc., an Alberta corporation and majority owned subsidiary of UpSnap ("Duratech"), and up to 1,203,790 options on Preferred Stock of Duratech (collectively referred to as the "Duratech Securities"). The exchange ratio under the Agreement for the exchange of both the Common Stock of UpSnap for the Preferred Stock of Duratech, and for the options on Common Stock of UpSnap for options on the Preferred Stock of Duratech is equal to 105.9723627 to one. Inasmuch as the Sellers have agreed to exchange all of their Duratech Securities for UpSnap Securities, and the Sellers represent the holders of all of the Preferred Stock and options on Preferred Stock of Duratech, after the closing UpSnap will own all of such issued and outstanding securities.. The Preferred Stock of Duratech has a designation which entitles it to one vote per share, has a $1.00 liquidation preference and is not entitled to any dividend or conversion privilege. There is one remaining security, other than the common stock of Duratech, which will be issued and outstanding after the exchange. This is the 158,096 shares of Preferred Non-Voting stock, which has a $1.00 liquidation preference, is not entitled to any dividend or conversion privilege, and is to be liquidated in three years. UpSnap will issue, when the UpSnap securities are authorized, the UpSnap Securities in reliance on an exemption from registrati...
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UPSNAP, INC. Files SEC form 10-Q, Quarterly Report

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS All references to the "Company," "we," "our" and "us" for periods prior to the closing of the Share Exchange refer to the Registrant, and references to the "Company," "we," "our" and "us" for periods subsequent to the closing of the Share Exchange refer to the Registrant and its subsidiaries. The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see "Special cautionary statement concerning forward-looking statements" and "Risk factors" for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not significantly affected by inflation. HISTORY AND BACKGROUND UpSNAP USA Inc. was founded in April 2004 as a mobile search engine using text messaging and pay-per-call advertising. The mobile search engine helps consumers find merchants, content and local services from their mobile handset. During 2004, the company developed its intellectual property platform, and was occupied almost solely with research and development. On November 15, 2005, UpSNAP USA completed a reverse acquisition transaction with Manu Forti Group, Inc., or "Manu Forti" a Nevada corporation that had been formed in July 25, 2003. In connection with the reverse acquisition transaction, UpSNAP USA, Inc. became a wholly-owned subsidiary and the name was changed from Manu Forti Group Inc. to UpSNAP, Inc. The original business plan of Manu Forti was to explore mineral property in British Columbia. In the summer of 2005 Manu Forti decided that it would not b...
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UPSNAP, INC. Files SEC form 8-K, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

Show all filings for UPSNAP, INC. | Request a Trial to NEW EDGAR Online Pro Form 8-K for UPSNAP, INC. 15-Dec-2008Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational pu...
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UPSNAP, INC. Files SEC form 8-K, Change in Directors or Principal Officers

Show all filings for UPSNAP, INC. | Request a Trial to NEW EDGAR Online Pro Form 8-K for UPSNAP, INC. 10-Dec-2008Change in Directors or Principal Officers Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not inten...
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