Basic Stats
| CIK | 1261019 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to UpSnap, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| April 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-50560 UPSNAP, INC. (Exact name of registrant as specified in its charter) |
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| February 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): February 10, 2010 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| December 21, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2009 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act) Yes oNo x Commission File Number 000-50560 UPSNAP, INC. |
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| December 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR For Period Ended: October 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For |
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| December 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): June 18, 2009 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| November 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): November 20, 2009 UpSnap, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-50560 (Commission File Number) 20-0118697 ( |
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| November 20, 2009 |
EX-21.1 4 ex211.htm LIST OF SUBSIDIARIES Exhibit 21.1 LIST OF SUBSIDIARIES Duratech Group Inc., an Alberta, Canada corporation (which does not do business under any other name) UpSnap USA Inc., a Nevada corporation (which does not do business under any other name) P&R Gateway Developments Inc. (50%), an Alberta, Canada corporation (which does not do business under any other name) 1371009 Alberta L |
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| November 20, 2009 |
UpSnap, Inc. F/K/A Duratech Group Inc. EX-99.2 6 ex992.htm DURATECH?S UNAUDITED BALANCE SHEET Exhibit 99.2 UpSnap, Inc. F/K/A Duratech Group Inc. Consolidated Balance Sheet As of As of July 31, 2009 January 31, 2009 (Unaudited) (Audited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ - $ - Accounts Receivable 970,326 812,355 Deposits/Holdback 114,905 117,973 Inventory 2,236,958 1,947,581 TOTAL CURRENT ASSETS 3,322,189 3,542,131 OTHE |
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| November 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. |
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| November 20, 2009 |
EX-99.1 5 ex991.htm UPSNAP?S AUDITED CONSOLIDATED BALANCE Exhibit 99.1 - CONSOLIDATED AUDITED FINANCIAL STATEMENTS UpSnap Inc. F/K/A Duratech Group Inc. January 31, 2009 - 1 TABLE OF CONTENTS INDEPENDENT AUDITOR’S REPORT 3 CONSOLIDATED BALANCE SHEET 4 CONSOLIDATED STATEMENT OF OPERATIONS 5 CONSOLIDATED STATEMENT OF STOCKHOLDERS’EQUITY/(DEFICIT) 6 CONSOLIDATED STATEMENTS OF CASH FLOWS 7 NOTES TO TH |
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| November 20, 2009 |
EXHIBIT 21.1 LIST OF SUBSIDIARIES Duratech Group Inc., an Alberta, Canada corporation (which does not do business under any other name) UpSnap USA Inc., a Nevada corporation (which does not do business under any other name) P&R Gateway Developments Inc. (50%), an Alberta, Canada corporation (which does not do business under any other name) 1371009 Alberta Ltd. (50%), an Alberta, Canada corporation |
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| November 20, 2009 |
Share Exchange Agreement, dated August 29, 2008 (exhibits to agreement omitted) EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?) is made this 29th day of August 2008, by and between UpSnap, Inc., a Nevada corporation (?UpSnap?); Tony Philipp, President and CEO of UpSnap and minority shareholder (?Philipp?); Peter van Hierden, a citizen of Alberta, Canada, and the President and majority shareholder of Duratech Group, Inc. (?van Hierden?); D |
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| November 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-50560 UPSNAP |
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| November 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Amendment No. 2) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement UPSNAP, INC. (Name of Registra |
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| November 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. |
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| November 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2008 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission |
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| November 20, 2009 |
Asset Purchase Agreement, dated August 29, 2008 (exhibits to agreement omitted) EXHIBIT 2.2 ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008 1 ASSET PURCHASE AGREEMENT AGREEMENT (this ?Agreement?), made and entered into as of this 29th day of August, 2008, by and among UpSnap Services, LLC, a North Carolina limited liability company (?Services?), UpSnap, Inc., a Nevada corporation (?Seller?) and Tony Philipp, (?Philipp,? |
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| September 21, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2009 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act) Yes oNo x Commission File Number 000-50560 UPSNAP, INC. |
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| September 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N |
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| August 31, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): June 19, 2009 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em |
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| June 22, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2009 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act) Yes o No x Commission File Number 000-50560 UPSNAP, INC. |
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| June 12, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form N-SAR For Period Ended: April 30, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form |
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| May 27, 2009 |
Exhibit 99.2 PRO FORMA FINANCIAL INFORMATION UPSNAP, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2007 Proforma Adjustments ASSETS UpSnap Inc. Duratech Group Inc. Amount Explanation Consolidated Balance Current Assets: Cash and cash equivalents $ 19,382 $ - $ (19,382 ) $ - Accounts receivable, net 285,472 293,584 (285,472 ) 293,584 Advances 11,028 2,531 (11,028 ) 2,5 |
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| May 27, 2009 |
Exhibit 21.1 LIST OF SUBSIDIARIES Duratech Group Inc. UpSnap USA Inc. P&R Gateway Developments Inc. (50%) 1371009 Alberta Ltd. (50%) |
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| May 27, 2009 |
Asset Purchase Agreement, dated August 29, 2008 (exhibits to agreement omitted) EXHIBIT 2.2 ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008 1 ASSET PURCHASE AGREEMENT AGREEMENT (this “Agreement”), made and entered into as of this 29th day of August, 2008, by and among UpSnap Services, LLC, a North Carolina limited liability company (“Services”), UpSnap, Inc., a Nevada corporation (“Seller”) and Tony Philipp, (“Philipp,” |
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| May 27, 2009 |
Exhibit 99.3 Duratech Group Inc. Consolidated Balance Sheet As of October 31, 2008 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ - Accounts Receivable 653,344 Other Receivables 130,476 Inventory 2,765,026 TOTAL CURRENT ASSETS 3,548,846 OTHER ASSETS 1,103,156 PROPERTY, PLANT, AND EQUIPMENT, NET 342,150 TOTAL ASSETS $ 4,994,152 LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) LIABILITIES CURRENT L |
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| May 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2008 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission |
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| May 27, 2009 |
EX-99.1 5 ex991.htm UPSNAP AUDITED CONSOLIDATED BALANCE SHEET Exhibit 99.1 - CONSOLIDATED AUDITED FINANCIAL STATEMENTS UpSnap Inc. F/K/A Duratech Group Inc. January 31, 2009 - 1 TABLE OF CONTENTS INDEPENDENT AUDITOR’S REPORT 3 CONSOLIDATED BALANCE SHEET 4 CONSOLIDATED STATEMENT OF OPERATIONS 5 CONSOLIDATED STATEMENT OF STOCKHOLDERS’EQUITY/(DEFICIT) 6 CONSOLIDATED STATEMENT OF CASH FLOWS 7 NOTES TO |
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| May 27, 2009 |
Share Exchange Agreement, dated August 29, 2008 (exhibits to agreement omitted) EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 29th day of August 2008, by and between UpSnap, Inc., a Nevada corporation (“UpSnap”); Tony Philipp, President and CEO of UpSnap and minority shareholder (“Philipp”); Peter van Hierden, a citizen of Alberta, Canada, and the President and majority shareholder of Duratech Group, Inc. (“van Hierden”); D |
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| May 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Amendment No. 1) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement UPSNAP, INC. (Name of Registra |
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| May 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-50560 UPSNAP, INC. (Exact name |
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| May 18, 2009 |
Exhibit 21.1 LIST OF SUBSIDIARIES Duratech Group, Inc. UpSnap USA, Inc. P&R Gateway Developments Inc. (50%) 1371009 Alberta Ltd. (50%) |
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| January 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 8, 2009 UpSnap, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-50560 (Commission File Number) 20-0118697 (I. |
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| January 20, 2009 |
PREFERRED STOCK EXCHANGE AGREEMENT EXHIBIT 2.1 PREFERRED STOCK EXCHANGE AGREEMENT This PREFERRED STOCK EXCHANGE AGREEMENT (?Agreement?) is made effective as of January 8, 2009 by and among the individuals listed on the signature pages hereof (the ?Sellers?) and UpSnap, Inc., a Nevada corporation (?UpSnap?). Background UpSnap is a Nevada corporation with its principal executive offices located at 2930 9th Avenue North, Lethbridge, A |
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| December 23, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small b |
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| December 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 15, 2008 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| December 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number 000-50560 CUSIP Number 916741101 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: October 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| December 10, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): December 8, 2008 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| October 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement UpSnap, Inc. (Name of Registran |
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| September 24, 2008 |
EXHIBIT 2.2 ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008 ASSET PURCHASE AGREEMENT AGREEMENT (this ?Agreement?), made and entered into as of this 29th day of August, 2008, by and among UpSnap Services, LLC, a North Carolina limited liability company (?Services?), UpSnap, Inc., a Nevada corporation (?Seller?) and Tony Philipp, (?Philipp,? w |
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| September 24, 2008 |
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 29th day of August 2008, by and between UpSnap, Inc., a Nevada corporation (“UpSnap”); Tony Philipp, President and CEO of UpSnap and minority shareholder (“Philipp”); Peter van Hierden, a citizen of Alberta, Canada, and the President and majority shareholder of Duratech Group, Inc. (“van Hierden”); D |
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| September 24, 2008 |
PRO FORMA FINANCIAL INFORMATION Exhibit 99.2 PRO FORMA FINANCIAL INFORMATION UPSNAP, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2007 Proforma Adjustments ASSETS UpSnap Inc. Duratech Group Inc. Amount Explanation Consolidated Balance Current Assets: Cash and cash equivalents $ 19,382 $ - $ (19,382 ) $ - Accounts receivable, net 285,472 293,584 (285,472 ) 293,584 Advances 11,028 2,531 (11,028 ) 2,5 |
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| September 24, 2008 |
Exhibit 99.1 AUDITED FINANCIAL INFORMATION - CONSOLIDATED AUDITED FINANCIAL STATEMENTS Duratech Group Inc., F/K/A Duratech Contracting, Inc. January 31, 2008 - Table of Contents TABLE OF CONTENTS PAGE INDEPENDENT AUDITOR’S REPORT 3 CONSOLIDATED BALANCE SHEET 4 CONSOLIDATED STATEMENT OF OPERATIONS 5 CONSOLIDATED STATEMENT OF STOCKHOLDERS’EQUITY/(DEFICIT) 6 CONSOLIDATED STATEMENT OF CASH FLOWS 7 NOT |
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| September 24, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 29, 2008 UPSNAP, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-50560 20-0118697 (State or other jurisdiction of incorporation) (Commission File Number) (IRS |
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| September 24, 2008 |
Exhibit 21.1 LIST OF SUBSIDIARIES Duratech Group, Inc. UpSnap USA, LLC UpSnap Acquisition Corp. P&R Gateway Developments Inc. (50%) 1371009 Alberta Ltd. (50%) |
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| September 10, 2008 |
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 |
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| September 5, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): August 29, 2008 UpSnap, Inc. (Exact Name of Registrant as Specified in Charter) Nevada (State or Other Jurisdiction of Incorporation) 000-50560 (Commission File Number) 20-0118697 (I. |
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| September 5, 2008 |
EXHIBIT 2.2 ASSET PURCHASE AGREEMENT AMONG UPSNAP, INC. UPSNAP SERVICES, LLC AND TONY PHILIPP Dated: August 29, 2008 ASSET PURCHASE AGREEMENT AGREEMENT (this “Agreement”), made and entered into as of this 29th day of August, 2008, by and among UpSnap Services, LLC, a North Carolina limited liability company (“Services”), UpSnap, Inc., a Nevada corporation (“Seller”) and Tony Philipp, (“Philipp,” w |
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| September 5, 2008 |
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made this 29th day of August 2008, by and between UpSnap, Inc., a Nevada corporation (“UpSnap”); Tony Philipp, President and CEO of UpSnap and minority shareholder (“Philipp”); Peter van Hierden, a citizen of Alberta, Canada, and the President and majority shareholder of Duratech Group, Inc. (“van Hierden”); D |
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| August 13, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small busi |
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| May 15, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50560 UPSNAP, INC. (E |
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| March 11, 2008 |
Exhibit 99.1 March 11, 2008 For Immediate Release PRIMARY CONTACT: Wendy Headrick UpSNAP, Inc. 704-895-4121 UpSNAP and Mobile Greetings Cancel Merger Deal DAVIDSON, NC – UpSNAP, Inc. (NASDAQ UPSN:OB), (www.upsnap.com) the premier provider of free mobile search and streaming mobile audio entertainment, today announced that its pending merger with Mobile Greetings, Inc. has been called off. The comp |
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| March 11, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) – March 5, 2008 UPSNAP, INC. |
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| February 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended December 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact na |
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| January 15, 2008 |
Amendment No. 2, dated as of January 14, 2008, to the Agreement and Plan of Merger EXHIBIT 2.2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, entered into as of January 14, 2008 (this “Amendment”), among UPSNAP, INC., a Nevada corporation (“Parent”), UPSNAP ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and MOBILE GREETINGS, INC., a California corporation (the “Company”). BACKG |
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| January 15, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| December 31, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number 000-50560 CUSIP Number 916741101 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| October 22, 2007 |
Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is entered into as of October 16, 2007 (this ?Amendment?) among UPSNAP, INC., a Nevada corporation (?Parent?), UPSNAP ACQUISITION CORP., a California corporation and wholly-owned subsidiary of Parent (?Merger Sub?), and MOBILE GREETINGS, INC., a California corporation (?MGI?). BACKGROUN |
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| October 22, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) – October 16, 2007 UPSNAP, INC. |
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| October 22, 2007 |
Exhibit 99.1 |
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| October 3, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exa |
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| October 3, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement UpSnap, Inc. (Name of Registrant as Specified in |
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| September 17, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement UpSnap, Inc. (Name of Registrant as Specified in |
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| August 27, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) – August 27, 2007 UPSNAP, INC. |
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| August 27, 2007 |
Exhibit 99.1 |
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| August 20, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended June 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small business issuer as |
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| August 15, 2007 |
UpSNAP to Merge with Mobile Greetings Exhibit 99.1 August 15, 2007 For Immediate Release PRIMARY CONTACT: Wendy Headrick UpSNAP, Inc. 704-895-4121, x100 UpSNAP to Merge with Mobile Greetings Merged Company will combine industry leading voice and data platforms to deliver ad-subsidized, and subscription based rich media services, to all mobile consumers. Walnut Creek, Calif, - August 15th 2007 - UpSNAP (NASDAQ:OTC UPSN) announced its e |
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| August 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) ? August 9, 2007 UPSNAP, INC. |
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| August 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number 000-50560 CUSIP Number916741101 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2007 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 15, 2007 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among UPSNAP, INC., UPSNAP ACQUISITION CORP. and MOBILE GREETINGS, INC. Dated August 9, 2007 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects of the Merger 2 SECTION 1.05. Articles of Incorporation; By-laws 2 SECTION 1.06. Directors and Officers 2 SECTION 1. |
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| May 15, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended March 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small |
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| March 26, 2007 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) March 20, 2007 UPSNAP, INC. |
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| March 26, 2007 |
EX-10.1 2 exhibit101.htm AGREEMENT DATED AS OF FEBRUARY 12, 2007 BETWEEN UPSNAP, INC. AND SPRINT/UNITED MANAGEMENT COMPANY Exhibit 10.1 EXECUTED COPY WIRELESS DATA AGREEMENT This Wireless Data Agreement (“Agreement”) is effective as of February 5, 2007 (“Effective Date”), between Sprint/United Management Company, a Kansas corporation and wholly owned subsidiary of Sprint Nextel Corporation with of |
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| February 14, 2007 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of sma |
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| January 29, 2007 |
January 29, 2007 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: UpSNAP Inc Item 4. |
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| January 29, 2007 |
Exhibit 16.1 January 29, 2007 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: UPSNAP, INC. Ladies and Gentlemen: We have read the statements made by UPSNAP, INC. in Item 4.01 of the accompanying Form 8-K/A, which is being filed with the Securities and Exchange Commission. We agree with the statements contained therein concerning our firm. Very truly yours, /s/ Be |
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| January 29, 2007 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| January 23, 2007 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) January 18, 2007 UPSNAP, INC. |
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| January 23, 2007 |
EXHIBIT 16.1 January 19, 2007 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: UPSNAP, INC. Ladies and Gentlemen: We have read the statements made by UPSNAP, INC .in Item 4.01 of the accompanying Form 8-K, which is being filed with the Securities and Exchange Commission. We agree with the statements contained therein concerning our firm. Very truly yours, /s/ Bedi |
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| December 15, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) - December 12, 2006 UPSNAP, INC. |
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| December 12, 2006 |
December 12, 2006 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission 100 F Street, N. |
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| November 29, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on November 29, 2006 Registration No. |
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| November 22, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10?KSB (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: September 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| November 3, 2006 |
EXHIBIT 10.2 STOCK OPTION AGREEMENT AGREEMENT made as of the day of , 2006 between UPSNAP INC., a Nevada corporation (hereinafter referred to as the ?Corporation?), and (hereinafter referred to as the ?Optionee?). W I T N E S S E T H: WHEREAS, the Corporation desires, in connection with the [employment/ consulting/directorship] of the Optionee and in accordance with its Omnibus Stock and Incentive |
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| November 3, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) – November 2, 2006 UPSNAP, INC. |
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| November 3, 2006 |
2006 Omnibus Stock and Incentive Plan. EXHIBIT 10.1 UPSNAP, INC. 2006 OMNIBUS STOCK AND INCENTIVE PLAN Table of Contents Page Section 1. Purpose 1 Section 2. Definitions 1 Section 3. Administration 3 (a) Power and Authority of the Committee 3 (b) Power and Authority of the Board 4 Section 4. Shares Available for Awards 4 (a) Shares Available 4 (b) Accounting for Awards 5 (c) Adjustments 5 (d) Merger, Consolidation, Dissolution, or Liqu |
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| September 21, 2006 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) - September 21, 2006 (September 18, 2006) UPSNAP, INC. |
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| September 19, 2006 |
As filed with the Securities and Exchange Commission on September 19, 2006 Registration No. |
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| September 18, 2006 |
Thelen Reid & Priest LLP Attorneys At Law 875 Third Avenue New York, NY 10022-6225 Tel. |
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| September 18, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 2 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 2 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period 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 No. 000-50560 UPSNAP, INC. (Exact name of sma |
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| September 18, 2006 |
UPSNAP, INC. By: /s/ Paul Schmidt Name: Paul Schmidt Title: Chief Financial Officer September 18, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: UpSnap, Inc. Registration Statement No. 333-132893 Dear Sirs and Madams: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the above referenced registration statement be declared effective on September 18, 2006, or as soon therea |
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| September 18, 2006 |
September 18, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: UpSnap, Inc. Registration Statement No. 333-132893 Dear Sirs and Madams: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the above referenced registration statement be declared effective at 9:00 a.m. on September 19, 2006. The |
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| September 18, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended June 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small b |
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| September 18, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 2 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 2 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended March 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small |
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| September 18, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.4 (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2005 to September 30, 2005 Commission file |
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| September 18, 2006 |
Notice Extending Series A Warrants, dated September 18, 2006 Exhibit 10.4.1 UPSNAP, INC. NOTICE EXTENDING SERIES A WARRANTS To the holders of our Series A Warrants: Please be advised that the Expiration Date of our Series A Warrants issued under our former name MANU FORTI GROUP INC. (now UPSNAP INC.) is now MARCH 30, 2007. This new expiration date will apply to all our Series A Warrant regardless of issuance date. The Warrants were issued pursuant to, and s |
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| September 18, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on September 18, 2006 Registration No. |
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| August 24, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on August 24, 2006 Registration No. |
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| August 24, 2006 |
Ingenio Pay Per Call ® Advertising Distribution Agreement Exhibit 10.7 INGENIO PAY PER CALL® ADVERTISING DISTRIBUTION AGREEMENT Ingenio, Inc., a Delaware corporation, with its principal place of business at 100 California Street, Suite 400, San Francisco, CA 94111 ("Ingenio") and Upsnap, Inc. with its principal place of business at 134 Jackson Street, Suite 203, PO Box 2399, Davidson, NC 28036 ("COMPANY" together with Ingenio, the "Parties") hereby enter |
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| August 24, 2006 |
Thelen Reid & Priest LLP Attorneys At Law 875 Third Avenue New York, NY 10022-6225 Tel. |
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| August 14, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period 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 No. 000-50560 UPSNAP, INC. (Exact name of sma |
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| August 14, 2006 |
Directors and Officers Insurance Policy, dated October 18, 2005* Exhibit 10.6 DIRECTORS, OFFICERS AND COMPANY SECURITIES AND EMPLOYMENT LIABILITY CERTIFICATE In consideration of payment of the premium and in reliance upon the statements made in the Application, all of which are made a part hereof and deemed attached hereto, and subject to the Declarations and the limitations, conditions, provisions and other terms of this Certificate, Underwriters, the Company |
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| August 14, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended June 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small b |
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| August 14, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT NO. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended March 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small |
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| July 13, 2006 |
Commerical Service Agreement between UpSNAP, Inc. and Simplewire, Inc. dated February 7, 2006 Exhibit 10.11 Commercial Service Agreement Simplewire Terms and Conditions This commercial service Agreement (the “Agreement”) is a legal and binding Agreement between Company Name , a [State, C/S/LLC] corporation (“Customer”) and Simplewire, Inc., a Michigan, U.S.A. corporation (“Simplewire”). This Agreement shall become effective as of 03-07 2006 (the “Effective Date.”) Background Simplewire is |
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| July 13, 2006 |
Nextel Online Handset Placement Agreement with Nextel Finance Company Exhibit 10.10 NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT THIS NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT (this “Agreement”) is effective as of the Effective Date, by and between Nextel Finance Company., a Delaware corporation (“Nextel”), with offices at 2001 Edmund Halley Drive, Reston, VA 20191 and the website operator identified below (“Operator”). Nextel, with its Affiliates, owns and operates a |
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| July 13, 2006 |
Letter Agreement between UpSNAP, Inc. and Tony Philipp dated July 10, 2006 Exhibit 10.12 UpSNAP Inc. 134 Jackson St PO Box 2399 Davidson NC 28036 July 10th 2006 Dear Tony, This letter sets out our prior verbal arrangement for the following: Richard Jones, VP duties for UpSNAP, to be paid at $10,000 per month. This is an at will relationship. Please confirm. Sincerely, /s/ Tony Philipp Tony Philipp, CEO UpSNAP Inc. Confirmed: /s/ Richard Jones |
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| July 13, 2006 |
Thelen Reid & Priest LLP Attorneys At Law 875 Third Avenue New York, NY 10022-6225 Tel. |
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| July 13, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on July 13, 2006 Registration No. |
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| July 13, 2006 |
Letter Agreement between UpSNAP, Inc. and Richard Jones dated July 10, 2006 Exhibit 10.13 UpSNAP Inc. 134 Jackson St PO Box 2399 Davidson NC 28036 July 10th 2006 Dear Richard, This letter sets out our prior verbal arrangement for the following: Richard Jones, VP duties for UpSNAP, to be paid at $10,000 per month. This is an at will relationship. Please confirm. Sincerely, /s/Tony Philipp Tony Philipp CEO UpSNAP Inc. Confirmed: /s/ Richard Jones |
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| July 13, 2006 |
Exhibit 10.14 UpSNAP Inc. 134 Jackson St PO Box 2399 Davidson NC 28036 July 10th 2006 Dear Paul, This letter sets out our prior verbal arrangement for the following: Paul Schmidt, part-time CFO duties for UpSNAP, to be paid at $1,500 per week. This is an at will relationship. Please confirm. Sincerely, /s/Tony Philipp Tony Philipp, UpSNAP CEO Confirmed: /s/Paul Schmidt |
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| June 2, 2006 |
Directors and Officers Insurance Policy, dated October 18, 2005 EXHIBIT 10.6 DIRECTORS, OFFICERS AND COMPANY SECURITIES AND EMPLOYMENT LIABILITY CERTIFICATE In consideration of payment of the premium and in reliance upon the statements made in the Application, all of which are made a part hereof and deemed attached hereto, and subject to the Declarations and the limitations, conditions, provisions and other terms of this Certificate, the Underwriters, the Comp |
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| June 2, 2006 |
EXHIBIT 10.7 ASSIGNMENT OF PATENT APPLICATION WHEREAS, Alto Ventures, Inc., a corporation of the state of Nevada, located at 4132 S. Rainbow Blvd., #494, Las Vegas, NV 89103, hereinafter referred to as “Assignor,” is the record owner of the invention described and set forth in the below-identified application for United States Letters Patent: Title of Invention: METHOD FOR SEARCH-BASED REQUEST FOR |
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| June 2, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO. 3 (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2005 to September 30, 2005 Commission file |
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| June 1, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on May 31, 2006 Registration No. |
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| June 1, 2006 |
UPSNAP, INC. 134 Jackson Street, Suite 203, P.O. Box 2399 Davidson, North Carolina 28036 Tel: (919) 412-8132 June 2, 2006 VIA EDGAR - FORM AW Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: UPSNAP, INC. - Application for Withdrawal of Registration Statement on Form SB-2 (File No. 333-130785) Ladies and Gentlemen: Pursuant to Rule 477 under the Securities |
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| June 1, 2006 |
Thelen Reid & Priest LLP Attorneys At Law 875 Third Avenue New York, NY 10022-6225 Tel. |
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| May 31, 2006 |
Table of Contents As filed with the Securities and Exchange Commission on May 31, 2006 Registration No. |
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| May 17, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended March 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50560 UPSNAP, INC. (Exact name of small |
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| May 17, 2006 |
Nextel Online Handset Placement Agreement Exhibit 10.10 NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT THIS NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT (this “Agreement”) is effective as of the Effective Date, by and between Nextel Finance Company., a Delaware corporation (“Nextel”), with offices at 2001 Edmund Halley Drive, Reston, VA 20191 and the website operator identified below (“Operator”). Nextel, with its Affiliates, owns and operates a |
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| May 16, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 0-29670 CUSIP NUMBER:262151 20 2 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2006 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Tran |
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| April 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) - April 19, 2006 UPSNAP, INC. |
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| March 31, 2006 |
As filed with the Securities and Exchange Commission on March 31, 2006 As filed with the Securities and Exchange Commission on March 31, 2006 Registration No. |
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| March 31, 2006 |
LIST OF SUBSIDIARY UPSNAP USA, INC. (Formerly, Up2004Snap, Inc.), a Nevada Corporation EXHIBIT 21 LIST OF SUBSIDIARY UPSNAP USA, INC. (Formerly, Up2004Snap, Inc.), a Nevada Corporation |
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| March 22, 2006 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| February 15, 2006 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period 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 No. 000-50560 UPSNAP, INC. (Exact name of small business issuer |
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| February 15, 2006 |
Confirmatory Assignment, dated June 1, 2005, by and between UpSNAP USA, Inc. and Alto Ventures, Inc. Exhibit 10.7 CONFIRMATORY ASSIGNMENT OF PATENT APPLICATION WHEREAS, Alto Ventures, Inc., a corporation of the state of Nevada, located at 4132 S. Rainbow Blvd., #494, Las Vegas, NV 89103, hereinafter referred to as “Assignor”, is the record owner of the invention described and set forth in the below-identified application for United States Letters Patent: Title of Invention: METHOD FOR SEARCH-BASE |
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| February 7, 2006 |
UPSNAP, INC. 134 Jackson Street, Suite 203, P.O. Box 2399 Davidson, North Carolina 28036 Tel: (919) 412-8132 February 6, 2006 VIA EDGAR - FORM RW Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: UPSNAP, INC. - Application for Withdrawal of Registration Statement on Form SB-2 (File No. 333-130785) Ladies and Gentlemen: Pursuant to Rule 477 under the Securi |
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| January 27, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.2 (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2005 to September 30, 2005 Commission file |
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| December 30, 2005 |
As filed with the Securities and Exchange Commission on December 30, 2005 As filed with the Securities and Exchange Commission on December 30, 2005 Registration No. |
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| December 30, 2005 |
LIST OF SUBSIDIARY UPSNAP USA, INC. (Formerly, Up2004Snap, Inc.), a Nevada Corporation EXHIBIT 21 LIST OF SUBSIDIARY UPSNAP USA, INC. (Formerly, Up2004Snap, Inc.), a Nevada Corporation |
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| December 29, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB/A AMENDMENT NO.1 (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2005 to September 30, 2005 UPSNAP, INC. (Fo |
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| December 27, 2005 |
v032185ex10-7 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing |
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| December 27, 2005 |
EXHIBIT 14 CODE OF ETHICS Preface The chief executive officer, chief financial officer, comptroller, chief accounting officer or persons performing similar functions (collectively, “Senior Financial Officers”) hold an important and elevated role in corporate governance. |
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| December 27, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−KSB (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2005 to September 30, 2005 UPSNAP, INC. (Formerly Manu Forti |
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| December 27, 2005 |
LIST OF SUBSIDIARY UPSNAP USA, INC. (Formally Up2004Snap, Inc.), a Nevada corporation. EXHIBIT 21 LIST OF SUBSIDIARY UPSNAP USA, INC. (Formally Up2004Snap, Inc.), a Nevada corporation. |
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| December 27, 2005 | ||
| February 22, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MANU FORTI GROUP INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 56468T 10 3 (CUSIP Number) December 31, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 18, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MANU FORTI GROUP INC. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 56468T 10 3 (CUSIP Number) December 31, 2004 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 8, 2005 |
Statement of Operations Statement of Cash Flows f10qsb UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB (Mark one) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended December 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Exa |
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| December 9, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2004 MANU FORTI GROUP INCORPORATED (Exact name of registrant as specified in its charter) Nevada (State of Incorporation) 333-108911 (Commission File Number) 20-0118697 (I.R.S. Emp |
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| December 1, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2004 MANU FORTI GROUP INCORPORATED (Exact name of registrant as specified in its charter) Nevada (State of Incorporation) 333-108911 (Commission File Number) 20-0118697 (I.R.S. Emp |
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| November 12, 2004 |
Statement of Operations Statement of Cash Flows f10qsb UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB (Mark one) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Ex |
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| August 20, 2004 |
Statement of Operations For Three Months Ended June 30, 2004 Statement of Cash Flows UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB (Mark one) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Exact name of |
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| August 20, 2004 |
Mineral Tenure Act Section 57 and 58 EXHIBIT 10 EXHIBIT 10.3 British Columbia Ministry of Employment and Investment Energy and Minerals Division Mineral Titles Branch Mineral Tenure Act Section 57 and 58 BILL OF SALE ABSOLUTE INDICATE TYPE OF TITLE: Mineral MINING DIVISION Vernon SELLER: I, Stephen Kenwood, of 133629 Marine Drive, White Rock, BC, (604) 535-8146, Client Number 134185. PURCHASER: Manu Forti Group Inc., 225 - 425 Carral |
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| August 20, 2004 |
Statement of Trustee Stephen Kenwood 13629 Marine Drive White Rock, BC EXHIBIT 10 EXHIBIT 10.2 Statement of Trustee Stephen Kenwood 13629 Marine Drive White Rock, BC Manu Forti Group Inc. 1304-925 West Georgia Street Vancouver, BC, Canada, V6B 2W9 I, Stephen Kenwood, hold in trust for Manu Forti Group Inc., a 100% undivided interest in one mineral claim, namely: CRUZ (Record Number 413322), located in the Vernon Mining Division. I will deliver full title on demand to |
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| August 20, 2004 |
EXHIBIT 10 EXHIBIT 10.1 PROVINCE OF BRITISH COLUMBIA Ministry of Energy Mines and Petroleum Resources RECORD OF 4 POST CLAIM - MINERAL TENURE ACT (Section 27) Vernon 413322 Mining Division Tenure No. August 19, 2004 Gold Commissioner Date of Record APPLICATION TO RECORD A 4 POST CLAIM I, Stephen Kenwood, Name of Locator, of 13629 Marine Drive, White Rock, BC, V4B 1A3, (604) 535-8146, Client No. 13 |
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| August 16, 2004 |
SEC 1344 (07-03) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D. |
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| June 29, 2004 |
FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Exact name of |
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| May 26, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2004 MANU FORTI GROUP INCORPORATED (Exact name of registrant as specified in its charter) Nevada (State of Incorporation) 333-108911 (Commission File Number) 20-0118697 (I.R.S. Employe |
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| February 13, 2004 |
f10qsb UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB (Mark one) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended December 31, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Exa |
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| February 12, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB f10qsb UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-QSB (Mark one) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333-108911 MANU FORTI GROUP INC. (Ex |
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| January 29, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 28, 2004 |
As filed with the Securities and Exchange Commission on January 28, 2004 Registration No. |
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| December 19, 2003 |
SECURITIES AND EXCHANGE COMMISSION As filed with the Securities and Exchange Commission on December 19, 2003 Registration No. |
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| November 17, 2003 |
Exhibit 4.2 DEMAND PROMISSORY NOTE US$100,000 In consideration of receiving a loan of US$100,000, the undersigned Manu Forti Group Inc., of 3990 Warren Way, Reno, Nevada, USA, 89509, does hereby PROMISE TO PAY to Steve McMannaman of Maison Houcarde, Gouze, Orthez, France, 64300, the sum of US$100,000, without interest, payable on demand. The undersigned and each endorser hereof waives demand and p |
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| November 17, 2003 |
As filed with the Securities and Exchange Commission on November 13, 2003 Registration No. |
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| November 17, 2003 |
RESOLUTION WRITTEN CONSENT OF DIRECTORS OF MANU FORTI GROUP INC. EXHIBIT 99.3 RESOLUTION WRITTEN CONSENT OF DIRECTORS OF MANU FORTI GROUP INC. The undersigned, being all of the members of the Board of Directors of MANU FORTI GROUP INC., a Nevada corporation, do hereby consent in writing, pursuant to NRS 78.315, to the adoption of the following resolution, effective October 21, 2003: FURTHER RESOLVED that the resignation of Lee Freeman is hereby accepted. RESOLV |
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| September 18, 2003 |
Statement of Trustee Stephen Kenwood 13629 Marine Drive White Rock, BC EXHIBIT 10.2 Statement of Trustee Stephen Kenwood 13629 Marine Drive White Rock, BC Manu Forti Group Inc. 225 - 425 Carrall Street Vancouver, BC, Canada, V6B 6E3 I, Stephen Kenwood, hold in trust for Manu Forti Group Inc., a 100% undivided interest in one mineral claim, namely: CRUZ (Record Number 404255), located in the Vernon Mining Division. I will deliver full title on demand to Manu Forti Gro |
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| September 18, 2003 |
Exhibit 4.2 DEMAND PROMISSORY NOTE US$100,000 In consideration of receiving a loan of US$100,000, the undersigned Manu Forti Group Inc., of 3990 Warren Way, Reno, Nevada, USA, 89509, does hereby PROMISE TO PAY to Steve McMannaman of Maison Houcarde, Gouze, Orthez, France, 64300, the sum of US$100,000, without interest, payable on demand. The undersigned and each endorser hereof waives demand and p |
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| September 18, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC, 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANU FORTI GROUP INC. |
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| September 18, 2003 |
EXHIBIT 99.1 SUBSCRIPTION AGREEMENT Manu Forti Group Inc. 225 - 425 Carrall Street Vancouver, BC, Canada, V6B 6E3 Dear Sirs: Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing shares of common stock of Manu Forti Group Inc. (the "Company") at the price of $0.10 per share (the "Subscription Price"). Purchaser hereby confirms the subscription for and purchas |
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| September 18, 2003 |
EXHIBIT 4.1 MANU FORTI GROUP INC. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA AUTHORIZED SHARES $0.001 PAR VALUE NUMBER SHARES CUSIP See Reverse For Certain Definitions THIS CERTIFIES THAT Is the Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON STOCK OF MANU FORTI GROUP INC. Transferable only on the books of the Company in person or by duly authorized attorney upon t |
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| September 18, 2003 |
RESOLUTION WRITTEN CONSENT OF DIRECTORS OF MANU FORTI GROUP INC. EXHIBIT 99.2 RESOLUTION WRITTEN CONSENT OF DIRECTORS OF MANU FORTI GROUP INC. The undersigned, being all of the members of the Board of Directors of MANUFORTI GROUP INC., a Nevada corporation, do hereby consent in writing, pursuant to NRS 78.315, to the adoption of the following resolution, effective July 25, 2003: RESOLVED that do to a clerical error, Rod Husband was appointed to the board of dir |
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| September 18, 2003 |
Mineral Tenure Act Section 57 and 58 EXHIBIT 10.3 British Columbia Ministry of Employment and Investment Energy and Minerals Division Mineral Titles Branch Mineral Tenure Act Section 57 and 58 BILL OF SALE ABSOLUTE INDICATE TYPE OF TITLE: Mineral MINING DIVISION Vernon SELLER: I, Stephen Kenwood, of 133629 Marine Drive, White Rock, BC, (604) 535-8146, Client Number 134185. PURCHASER: Manu Forti Group Inc., 225 - 425 Carrall Street, V |
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| September 18, 2003 |
Exhibit 4.2 DEMAND PROMISSORY NOTE US$5,709.00 In consideration of receiving a loan of US$5,709.00, the undersigned Manu Forti Group Inc., of 3990 Warren Way, Reno, Nevada, USA, 89509, does hereby PROMISE TO PAY to Steve McMannaman of Maison Houcarde, Gouze, Orthez, France, 64300, the sum of US$5,709.00, without interest, payable on demand. The undersigned and each endorser hereof waives demand an |
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| September 18, 2003 |
EXHIBIT 10.1 PROVINCE OF BRITISH COLUMBIA Ministry of Energy Mines and Petroleum Resources RECORD OF 4 POST CLAIM - MINERAL TENURE ACT (Section 27) Vernon 404255 Mining Division Tenure No. August 1, 2003 Gold Commissioner Date of Record APPLICATION TO RECORD A 4 POST CLAIM I, Stephen Kenwood, Name of Locator, of 13629 Marine Drive, White Rock, BC, V4B 1A3, (604) 535-8146, Client No. 134185, hereby |
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| September 18, 2003 |
Exhibit 3.2 BYLAWS OF MANU FORTI GROUP INC. ARTICLE I: OFFICES The principal office for the transaction of business of the Corporation shall be located at such place in the County of Washoe, State of Nevada, as may be designated from time to time by the Board of Directors. Other offices may be established at any time by the Board of Directors at any place or places designated by the Board of Direc |
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| September 18, 2003 |
Exhibit 3.1 ARTICLES OF INCORPORATION OF MANU FORTI GROUP INC. KNOW ALL BY THESE PRESENTS: That the undersigned, desiring to be incorporated as a Corporation in accordance with the laws of the State of Nevada, hereby certifies and adopts the following Articles of Incorporation, the terms whereof have been agreed upon to be equally obligatory upon the party signing this instrument and all others wh |
