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.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 

PART I – REGISTRANT INFORMATION

UpSnap, Inc.
Full Name of Registrant

c/o Duratech Group Inc., 2920 9 th Avenue North
Address of Principal Executive Office (Street and Number)

Lethbridge, Alberta, Canada T1H 5E4
City, State and Zip Code

 
 
 


PART II – RULE 12-b 25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
 
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
x (b)     The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Registrant adopted the fiscal year end of the company it acquired in September, 2008 (as announced in a separate Form 8-k) and had to make adjustments to its financial statements and text disclosure to properly report on this change.

 
 

PART IV – OTHER INFORMATION

 
(1)
Name and telephone number of person to contact in regard to this notification

Richard A. von Gnechten (Chief Financial Officer)
 
(704)
341-5800
(Name)           
 
(Area Code)
(Telephone Number)

 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x  Yes                   o No

 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o  Yes                   x No

 
 
 


If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
 
U pSnap, Inc. .
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 
UpSnap, Inc.
 
 
Date:   December 15, 2008
By:
/s/ Peter Van Hierden
   
Peter Van Hierden
Chief Executive Officer

 

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