U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
Nevada (State or other jurisdiction of incorporation or organization) | 20-0118697 (IRS Employer identification No.) |
134 Jackson Street, Suite 203, P.O. Box 2399, Davidson, North Carolina 20836
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(Address of Principal Executive Offices)
(704) 895.4121
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(Issuer’s Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of The Exchange Act) Yes [ ] No [X]
State the number of shares outstanding of each of the issuers’ classes of common equity, as of the latest practicable date:
Class of Stock Outstanding September 14, 2006
Common Stock ($.001 par value) 21,151,324
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
This Form 10-QSB/A is being filed for the purpose of amending Item 3 Controls and Procedures of Part II and Item 6 Exhibits of Part II to reflect the filing of current certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and current certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This Form 10-QSB/A does not attempt to modify or update any other disclosures set forth in the original filing, except as required to reflect the effects of the restatement. Additionally, this Form 10QSB/A does not purport to provide a general update or discussion of any other developments at the company subsequent to the original filing.
Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-QSB.
Based on the evaluation, our chief executive officer and chief financial officer concluded at March 31, 2006, that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Although we provided the disclosure required by Part 1, Item 3 of Form 10-QSB “Controls and Procedures,” in this Quarterly Report on Form 10-QSB and although our chief executive officer and chief financial officer concluded as of the end of the period covered by this Quarterly Report on Form 10-QSB that our disclosure controls and procedures were effective, we reevaluated these controls and implemented additional procedures. As these additional procedures were not in place at the end of the period covered by this Quarterly Report on Form 10-QSB, our chief executive officer and chief financial officer have now concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
In the Fourth Quarter of our 2006 Fiscal Year we implemented certain remedial actions in our disclosure controls and procedures to ensure that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. We now have put in place a Regulatory Disclosure Committee composed of our chief financial officer, another senior executive and an independent Board member, to ensure that all filings are reviewed and discussed by the members of this Committee in consultation with our outside securities law counsel before they are filed. The Committee will also examine the Company disclosure controls, and work towards developing a systematic process for evaluating the effectiveness of these controls over time. We do not expect to incur any material expenditures in connection with the implementation of these procedures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-QSB that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 6. EXHIBITS
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Tony Phillips, Chairman and Chief Executive Officer |
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| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Paul C. Schmidt, Chief Financial Officer |
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| 32 | Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | UPSNAP, INC. |
| | (Registrant) |
| Date: September 15, 2006 | /s/ Tony Philipp |
| | Tony Philipp |
| | Chief Executive Officer |
| | (Chairman of the Board and |
| | Principal Executive Officer) |
| Date: September 15, 2006 | /s/ Paul C. Schmidt |
| | Paul C. Schmidt |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
INDEX TO EXHIBITS
Exhibit No. | Description |
| | |
| 31.1 | |
| | |
| 31.2 | |
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| 32 | |
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