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. __)
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Check
the appropriate box:
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x
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Preliminary
Information Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
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¨
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Definitive
Information Statement
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UpSnap,
Inc.
(Name
of Registrant As Specified In Its Charter)
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Payment
of Filing Fee (Check the appropriate
box):
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x
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No
fee required
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11
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(1)
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Title
of each class of securities to which transaction applies:
Common
Stock, $.001 par value; Preferred Stock, $.001 par
value.
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(2)
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Aggregate
number of securities to which transaction applies:
902,500,000
shares of Common Stock, $.001 par value; 10,000,000 shares of
Preferred
Stock, $.001 par value.
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined): N/A
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(4)
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Proposed
maximum aggregate value of transaction: N/A
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(5)
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Total
fee paid: N/A
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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UPSNAP,
INC.
2920
9
th
Avenue
N
Lethbridge,
Alberta, Canada TIH 5E4
October
7, 2008
Dear
Shareholder:
The
enclosed Information Statement is being furnished to shareholders of record
on
September 30, 2008, of UpSnap, Inc. (“UPSN” or the “Company”), a Nevada
corporation, in connection with three proposals to amend the corporate articles
of incorporation to (i) change the name of the corporation from UpSnap, Inc.
to
Duratech Group Inc., which was approved by action by written consent of a
majority of all shareholders entitled to vote on the record date and by the
Company’s Board of Directors (the “Name Change Proposal”), (ii) increase the
authorized number of shares of common stock, $.001 par value (the “Common
Stock”), of the Company from 97,500,000 to 1,000,000,000 shares, which was
approved by action by written consent of a majority of all shareholders entitled
to vote on the record date and by the Company’s Board of Directors (the
“Authorized Common Stock Proposal”), and (iii) create 10,000,000 authorized
shares of “blank check” preferred stock, $.001 par value, for us to issue in
series or classes from time to time, which was approved by action by written
consent of a majority of all shareholders entitled to vote on the record
date
and by the Company’s Board of Directors (the ”Blank Check Preferred
Proposal”).
WE
ARE
NOT ASKING FOR A PROXY AND
SHAREHOLDERS
ARE NOT REQUESTED TO SEND US A PROXY.
Our
board
of directors has fully reviewed and unanimously approved all three proposals.
The
holders of approximately 68.14% of our common stock have executed a written
consent in favor of the proposals described herein. However, under federal
law
these proposals will not be effected until at least 20 days after a definitive
Information Statement has first been sent to shareholders who have not
previously consented.
By
Order
of the Board of Directors,
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/s/Peter
Van Hierden
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Peter
Van Hierden
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Chairman
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
AND
RULE
14C PROMULGATED THERETO
UpSnap,
Inc.
Contents
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Introduction
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3
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Item
1.
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Information
Required by Items of Schedule 14A
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5
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A.
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No
Time, Place or Date for Meeting of Shareholders
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5
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B.
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Dissenters'
Rights
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6
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C.
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Voting
Securities and Principal Holders Thereof
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6
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D.
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Amendment
of Charter – Name Change Proposal
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7
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Reasons
for the Transaction
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7
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E.
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Amendment
of Charter – Authorized Common Stock Proposal
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7
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Reasons
for the Transaction
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7
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F.
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Amendment
of Charter – Blank Check Preferred Proposal
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.7
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Reasons
for the Transaction
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.8
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G.
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Federal
Tax Consequences
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9
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Item 2.
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Statements
that Proxies are not Solicited
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9
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Item
3.
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Interest
of Certain Persons
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9
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Item
4.
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Other
and General Information
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10
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Item
5.
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Documents
Incorporated By Reference
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10
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INTRODUCTION
The
majority shareholders of this 1934 Act registrant, UpSnap, Inc., a Nevada
corporation, have taken an Action By Majority Shareholders Consent Without
A
Meeting (hereinafter, “Majority Shareholder Action”) pursuant to Nevada Revised
Statutes 78.320, to change the name of the corporation to Duratech Group
Inc.,
to approve an increase in authorized shares of common stock of the Company
from
97,500,000 to 1,000,000,000 shares, and to create 10,000,000 shares of “blank
check” preferred stock. This Information Statement is being filed pursuant to
Section 14(c) of the Securities Exchange Act of 1934 and provided to the
Company's shareholders pursuant to Rule 14c-2.
On
August
29, 2008, the Company entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) by and among the Company; Tony Philipp, an officer,
director and shareholder of the Company (“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 Company in exchange for
an
agreement to issue to them an aggregate of 69,299,676 shares of Common Stock
of
the Company, resulting in Duratech becoming a majority owned subsidiary of
the
Company. 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 Company.
As
part
of the Share Exchange, the Duratech Shareholders were issued options to purchase
18,950,334 shares of the Company’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
Company 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 Duratech Shareholders are the
sole
record and beneficial owners thereof. The Duratech common stock 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 issued to Van Hierden and Duratech Shareholders on the Closing
Date
(as defined in the Share Exchange Agreement). 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
issued to Van Hierden and Duratech Shareholders as of the Closing Date, consists
of 3,198,362 shares of preferred stock and is entitled to one vote per share,
has a $1.00 liquidation preference and is not entitled to any dividend or
conversion privilege. In addition, holders of options to purchase Duratech
common stock were 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,
as
mentioned above, in connection with the Share Exchange, a total of 2,235,610
options to purchase Duratech common stock were converted into 18,950,334
options
to purchase common stock of the Company, calculated according to an agreed
upon
formula. This enabled the Duratech Shareholders to transfer one hundred percent
(100%) of the common ownership of Duratech to the Company. These options
are
included in the 69,299,676 shares referenced above.
After
the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Company, on the day after the Closing Date, consummated 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 contributed $130,000 to UpSnap Services
at
Closing (as defined in the Asset Purchase Agreement) solely toward the payment
and discharge of the Assumed Liabilities (as defined in the Asset Purchase
Agreement). The $130,000 contribution was not used to pay any of Philipp’s
advances to the Company or his accrued salary. Duratech funded this $130,000
capital contribution by wire transfer of $130,000 to the Company on the Closing
Date. 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
UpSnap Board of Directors has three members. At Closing, Philipp and Paul
Schmidt resigned from their positions as President and Chief Executive Officer
and of Chief Financial Officer, respectively, of the Company, and Peter Van
Hierden was appointed as Chief Executive Officer and Richard von Gnechten
as
Chief Financial Officer. At Closing, Mark McDowell resigned from his position
as
a director of the Company and Peter Van Hierden was appointed to fill the
vacancy created thereby. Philipp resigned 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 was effected by the mailing of an Information Statement to shareholders.
At the effective time of Philipp’s resignation, Robert Lundgren was appointed as
director of the Company. Mr. von Gnechten, who was already a member of the
Board
of Directors of the Company, remained on the Board following the closing.
In
addition, pursuant to the terms and conditions of the Share Exchange
Agreement:
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On
the Closing Date, the Company paid and satisfied all of its “liabilities,”
as such term is defined by U.S. GAAP as of the
closing.
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As
of the day after the Closing, the parties consummated the transactions
contemplated by the Asset Purchase
Agreement.
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As
of the
date of the Share Exchange Agreement there were no material relationships
between the Company or any of its affiliates and the Duratech Subsidiaries,
or
Duratech, other than in respect of the Share Exchange, except that Richard
von
Gnecthen is employed by Global Kingdom Finance Co., an affiliate of Duratech
and
he is also a member of the Board of Directors of the Company.
The
foregoing description of the Share Exchange Agreement and the Asset Purchase
Agreement do not purport to be complete and is qualified in its entirety
by
reference to the complete text of the Share Exchange Agreement, which is
filed
as Exhibit 2.1 to a Form 8-K filed on September 24, 2008, and the complete
text
of the Asset Purchase Agreement, which is filed as Exhibit 2.2 to such Form
8-K,
both of which are incorporated herein by reference.
We
are a
Nevada corporation. We are a fully-reporting 1934 Act company, with our common
stock quoted on the Over the Counter Bulletin Board (OTCBB). Information
about
us can be found in our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2007 and our Quarterly Report for the quarter ended June 30,
2008,
both filed with the Commission. Additional information about us can be found
in
our public filings that can be accessed electronically by means of the SEC's
home page on the Internet at http://www.sec.gov, or at other Internet sites
such
as http://www.freeedgar.com, as well as by such other means from the offices
of
the SEC.
ITEM
1.
INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A
A.
NO
TIME,
PLACE OR DATE FOR MEETING OF SHAREHOLDERS
There
WILL NOT be a meeting of shareholders and none is required under applicable
Nevada law when an action has been approved by written consent by holders
of a
majority of the outstanding shares of our common stock. This Information
Statement is first being mailed on or about October 17, 2008, to the holders
of
Common Stock as of the Record Date on September 30, 2008.
B.
DISSENTERS'
RIGHTS
Under
Nevada law, our shareholders do not have dissenters' rights in connection
with
any of the actions that were approved as disclosed in this Information
Statement.
C.
THE
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF.
The
proposals to amend the corporate articles of incorporation to (i) change
the
name of the corporation to Duratech Group Inc., (ii) increase the number
of
shares of authorized Common Stock from 97,500,000 shares to 1,000,000,000
shares, and (iii) create 10,000,000 authorized shares of “blank check” preferred
stock, were approved by the action of a majority of all shareholders entitled
to
vote on the record date. This is a Majority Shareholder Action, pursuant
to
Nevada Revised Statutes 78.320. The vote required for approval was 50% (of
all
shareholders entitled to vote) plus one vote, a simple majority. The actual
affirmative vote was 68.14% of all shares of Common Stock issued and
outstanding. The proposals are not effective before completion and or in
compliance with Section 14(c), and the mailing or delivery of this definitive
Information Statement to shareholders at least 20 days prior to the date
that
this corporate action may take place.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ON
SEPTEMBER 30, 2008, THE RECORD DATE, THERE WERE 73,719,666 SHARES OF COMMON
STOCK ISSUED AND OUTSTANDING. EACH SHARE OF COMMON STOCK ENTITLES THE HOLDER
THEREOF TO ONE VOTE ON EACH MATTER THAT MAY COME BEFORE A MEETING OF THE
SHAREHOLDERS.
OFFICERS,
DIRECTORS AND BENEFICIAL OWNERS, AS OF SEPTEMBER 17, 2008
The
table
on the following page sets forth as of Closing Date, which occurred on September
17, 2008, 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.
On
the
Closing Date, after giving effect to the issuance of 69,299,676 shares and
options to the Duratech Shareholders, there are issued and outstanding
97,500,000 shares, options and warrants of the Company’s Common Stock.
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Title
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Number
of
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Percent
of
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of
Class
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Name
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Shares Owned
(1)
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Voting Power
(2)
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Principal
Stockholders
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Common
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Janet
Van Hierden
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48,264,954
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(3)
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49.5
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%
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Directors
and Executive Officers
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Common
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Peter
Van Hierden
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48,264,954
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(3)
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49.5
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%
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Common
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Tony
Philipp
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4,910,000
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5.0
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%
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Common
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Robert
Lundgren
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1,101,956
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1.1
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%
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Common
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Mark
McDowell
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700,000
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0.7
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%
(4)
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Common
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Paul
Schmidt
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480,020
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0.5
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%
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Common
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Richard
von Gnechten
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401,054
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0.4
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%
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Common
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All
Officers and Directors as a Group (3 persons)
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55,857,984
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57.3
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%
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(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.
D.
AMENDMENT
OF CHARTER – NAME CHANGE PROPOSAL
The
proposal to amend the certificate of incorporation to change the name of
the
corporation to Duratech Group Inc. was approved by the action of a majority
of
all shareholders entitled to vote on the record date and by the Company's
Board
of Directors. The amendment to the certificate of incorporation will take
effect
no sooner than November 7, 2008.
REASONS
FOR AMENDMENT. The Company consummated a Share Exchange Agreement with the
Duratech Group Inc. pursuant to which it acquired the share capital of Duratech
in exchange for the issuance of 50,349,342 shares of common stock to the
Duratech Shareholders. Accordingly, the Company desires to change its name
to
one that reflects its new business as a holding company for Duratech, which
is
engaged in the homebuilding industry, and possibly other companies that may
be
acquired in the future by the Company.
E.
AMENDMENT
OF CHARTER – AUTHORIZED COMMON STOCK PROPOSAL
The
proposal to increase the number of authorized shares of common stock of the
Company from 97,500,000 to 1,000,000,000 was approved by the action of a
majority of all shareholders entitled to vote on the record date and by the
Company’s Board of Directors. The Authorized Common Stock Proposal will take
effect no sooner than November 7, 2008.
REASONS
FOR THE AUTHORIZED COMMON STOCK PROPOSAL. Pursuant to the Share Exchange
Agreement, the Company issued 50,349,342 new shares of common stock to the
Duratech Shareholders, in addition to 18,950,334 options to purchase shares
of
Common Stock of the Company. There were 23,370,324 shares of Common Stock
and
4,830,000 warrants and options on shares outstanding as of the Closing Date.
The
total of the newly issued shares of Common Stock and the newly issued options,
together with the already issued and outstanding shares of Common Stock,
options
and warrants amounts to 97,500,000. The Company has only 97,500,000 shares
of
authorized Common Stock, which leaves it with no authorized but unissued
shares
of Common Stock. The Company desires to authorize sufficient shares for future
capital raising activities, acquisitions and general corporate finance purposes.
There are currently no plans, arrangements, commitments or understandings
for
the issuance of any shares of the common stock which is proposed to be
authorized. The Board of Directors of the Company, in the exercise of its
business judgment, believes that 1,000,000,000 shares is the appropriate
number
of shares of authorized common stock to have.
F.
AMENDMENT OF CHARTER – BLANK CHECK PREFERRED PROPOSAL
The
proposal to create 10,000,000 authorized shares of “blank check” preferred stock
was approved by the action of a majority of all shareholders entitled to
vote on
the record date and by the Company’s Board of Directors. The Blank Check
Preferred Proposal will take effect no sooner than November 7,
2008.
REASONS
FOR THE BLANK CHECK PREFERRED PROPOSAL. Our Articles of Incorporation do
not
currently authorize a class of preferred stock. However, we believe that
for us
to successfully execute our business strategy we will need to raise investment
capital and it may be preferable or necessary to issue preferred stock to
investors. Preferred stock usually grants the holders certain preferential
rights in voting, dividends, liquidation and/or other rights in preference
over
our Common Stock. Accordingly, in order to grant us the flexibility to issue
our
equity securities in the manner best suited for the Company, or as may be
required by the capital markets, our approved Certificate of Amendment will
create 10,000,000 authorized shares of “blank check” preferred
stock.
Since
we
do not know what the terms of any future series of preferred stock would
be, the
Certificate of Amendment authorizes the issuance of “blank check” preferred
stock. The term “blank check” refers to preferred stock, the creation and
issuance of which is authorized in advance by the stockholders, and the terms,
rights and features of which are determined by the board of directors upon
issuance. The authorization of such blank check preferred stock would permit
the
Board to authorize and issue preferred stock from time to time in one or
more
series. The Certificate of Amendment will provide us with increased financial
flexibility in meeting future capital requirements by providing another type
of
security in addition to our Common Stock, as it will allow preferred stock
to be
available for issuance from time to time and with such features as determined
by
the board of directors for any proper corporate purpose.
In
order
to implement proposals two and three, the Certificate of Amendment provides
that
Article IV of the Articles of Incorporation shall be amended by substituting
in
lieu of the first sentence thereof the following:
The
Corporation shall have authority to issue One Billion Ten Million(1,010,000,000)
shares of capital stock of which One Billion (1,000,000,000) shares shall
be
designated “Common Stock,” par value of $0.001 per share, and Ten Million
(10,000,000) shares shall be designated “Preferred Stock,” par value of $0.001
per share.
Common
Stock. The Common Stock shall have full voting rights of one vote per share
and
shall be non-assessable, not being subject to assessment to pay the debts
of the
Corporation
.
Preferred
Stock. The Board of Directors of the Corporation shall have authority to
prescribe and issue the Preferred Stock in one or more series and to prescribe
the number of shares constituting and the designation of each such series
of
Preferred Stock and the rights, voting powers, designations, preferences,
privileges, limitations, dividend rights, dividend rates, conversion rights,
terms of redemption (including sinking fund provisions), redemption prices,
and
liquidation preferences; provided, however, that, if more than one series
of
Preferred Stock is issued, the Board of Directors shall, by resolution,
prescribe a distinguishing designation for each such series; and provided,
further, that the rights prescribed by the Board of Directors with respect
to
voting powers, designations, preferences, limitations, restrictions, relative
rights, and distinguishing designations must be described in a resolution
of the
Board of Directors prior to the issuance of such shares and a certificate
describing such rights must be filed in accordance with Nevada
law.
Subject
to the limitations prescribed by law, the Board of Directors would be expressly
authorized, at its discretion, to determine the number of series into which
shares of preferred stock may be divided, to determine the designations,
powers,
preferences and voting and other rights, and the qualifications, limitations
and
restrictions granted to or imposed upon the preferred stock or any series
thereof or any holders thereof, to determine and alter the designations,
powers,
preferences and rights, and the qualifications, limitations and restrictions
granted to or imposed upon any wholly unissued series of preferred stock
or the
holders thereof, to fix the number of shares of that series and to increase
or
decrease, within the limits stated in any resolution of the board of directors
originally fixing the number of shares constituting any series (but not below
the number of such shares then outstanding), the number of shares of any
such
series subsequent to the issuance of shares of that series.
There
are
currently no plans, arrangements, commitments or understandings for the issuance
of any shares of Preferred Stock which are proposed to be authorized.
G.
FEDERAL
TAX CONSEQUENCES
There
are
no tax consequences to the Name Change Proposal, the Authorized Common
Stock
Proposal or the Blank Check Preferred Proposal.
ITEM
2.
STATEMENTS THAT PROXIES ARE NOT SOLICITED
WE
ARE
NOT ASKING FOR A PROXY AND SHAREHOLDERS ARE
NOT
REQUESTED TO SEND US A PROXY.
ITEM
3.
INTEREST OF CERTAIN PERSONS
Set
forth
below is the substantial interest, direct or indirect, by security holdings
or
otherwise, of each person who has been a director or officer of the Company
at
any time since the beginning of the last fiscal year in the matters that
action
was taken upon by Majority Shareholder Action as described in this Information
Statement on Schedule 14C:
|
Title
|
|
|
|
Number
of
|
|
Percent
of
|
|
|
of
Class
|
|
Name
|
|
Shares Owned
(1)
|
|
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.
ITEM
4.
OTHER AND GENERAL INFORMATION
Our
Annual Report on Form 10-KSB, for the year ended September 30, 2007, including
audited financial statements as of that date, and our Quarterly Report on
Form
10QSB, for the quarter ended June 30, 2008, are available from us on request.
Further information is available by request or can be accessed on the Internet.
We are subject to the informational requirements of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith file
annual and quarterly reports, proxy statements and other information with
the
Securities Exchange Commission (the "SEC"). Reports, proxy statements and
other
information filed by AXIO can be accessed electronically by means of the
SEC's
home page on the Internet at http://www.sec.gov or at other Internet sites
such
as http://www.freeedgar.com or http://www.pinksheets.com.
You
can
read and copy any materials that we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. A copy of any
public filing is also available, at no charge, from the Company.
ITEM
5.
DOCUMENTS INCORPORATED BY REFERENCE
(a)
The
Company’s Annual Report on Form 10-KSB for the year ended September 30, 2007 is
hereby incorporated by reference.
(b)
The
Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2008 is
hereby incorporated by reference.
|
|
UPSNAP,
INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/
Peter Van Hierden
|
|
|
Peter
Van Hierden
|
|
|
Chairman
|
|
Dated:
October 7, 2008
|
|
|
|
|
|
|
|
|
|
|
|
By
the order of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/Peter
Van Hierden
|
|
|
Peter
Van Hierden
|
|
|
Chairman
|