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							November 22, 2005



Postal Code 20549-0303

Via Facsimile (202) 508-4321and U.S. mail

Louis A. Bevilacqua
Thelen, Reid & Priest LLP
701 Eighth Street NW
Washington, DC 20001
Fax 202.508.4321

Re:	UPSNAP, Inc.
	Schedule 14F-1
	Filed November 16, 2005

	File No. 005-80551

Dear Mr. Bevilacqua:

Pursuant to our telephone conversation this afternoon, we have the
following comment on your filing.

1. Please amend your Schedule 14F-1 to include a full description
of the transactions that occurred prior to the Share Exchange,
including the name change and the filings in the State of Nevada.
Your disclosure should explain the connection between the events
described in the definitive Schedule 14C and the transaction described
in the Schedule 14F-1. You should also explain supplementally why neither
the preliminary nor the definitive information statements
mentioned the acquisition reported on the Schedule 14F-1 despite the
apparent connection between the events reported on both types of filings.

Closing Comment

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts relating to a company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.

      Respond to our comments promptly.  Please furnish a response
letter, keying your response to our comment letter.  You should
transmit the letter via EDGAR under the label "CORRESP."  In the
even that you believe that compliance with any of the above comments
is inappropriate; provide a basis for such belief to the staff in the
response letter.  Please contact me at (202) 551-3267 if you have
any questions.

							Sincerely,



							Julia E. Griffith
							Special Counsel
							Office of Mergers and
							   Acquisitions