September 18, 2006
VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 |
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 Company acknowledges that:
| (1) | should the Securities and Exchange Commission (Commission) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| (2) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and |
| (3) | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your attention to this matter.
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| | UPSNAP, INC. |
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| | By: | /s/ Paul Schmidt |
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Name: Paul Schmidt |
| | Title: Chief Financial Officer |
