UPSNAP, INC
(formerly, MANU FORTI GROUP INC.)
7770 Regents Road
Suite 113-401
San Diego, CA 92122
Amendment No. 1
to
INFORMATION STATEMENT
PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14f-1 THEREUNDER
EXPLANATORY NOTE
This Information Statement amends and restates the Information Statement
previously filed with the SEC on November 16, 2005 and mailed to our
stockholders on November 17, 2005. This Information Statement is being amended
to provide a more full description of the transactions that occurred before the
share exchange between Upsnap, Inc. (formerly, Manu Forti Group Inc.), a Nevada
Corporation, (the "Company" or the "Public Co.") and the shareholders of
Up2004snap, Inc. ("Up2004snap, Inc." or the "Private Co."). This amended
information statement also more fully explains the connection between the events
described in the definitive information statement on Schedule 14C filed with the
SEC on November 16, 2005 (the "Definitive 14C") and the transactions described
herein. Other than as described above, no other revisions, amendments or
modifications have been made to the Information Statement.
On August 24, 2005, the Public Co. entered into a binding Letter of Intent
(the "Letter of Intent") with the Private Co. pursuant to which the two parties
agreed to pursue an acquisition of the Private Co. by the Public Co. upon
satisfaction of certain conditions (the "Acquisition"). Under the Letter of
Intent, the Acquisition was conditioned upon the consummation of a 1.3 for 1
forward split of the outstanding common stock of the Public Co. In connection
with the Acquisition, the Public Co. proposed to amend its Articles of
Incorporation to authorize (1) the change of its name from "Manu Forti Group,
Inc." to "Upsnap, Inc.;" (2) the increase of its capital stock from 75,000,000
shares to 97,500,000 shares; and (3) a 1.3 to 1 forward split of its outstanding
common stock. Such proposal was reported in a preliminary information statement
on Schedule 14C filed with the SEC on September 15, 2005 (the "Preliminary
14C"). On September 21, 2005, the Public Co. filed with the Secretary of the
State of Nevada an Articles of Merger (the "Articles of Merger") reporting a
merger between the Public Co. and the Private Co. (the "Merger"), with the
Public Co. being the surviving company. The above amendment to its Articles of
Incorporation was filed along with the Articles of Merger by the Public Co.
In mid October, 2005, the Private Co. retained a special securities
counsel for the Acquisition (the "Legal Counsel"). Through its due diligence,
the Legal Counsel discovered for the first time that the Articles of Merger was
filed and the erroneous statement therein that the Merger was approved by the
shareholders of the constituent corporations when in fact shareholder approval
from the Private Co. had not been obtained.
To correct the above errors, on November 7, 2005, the Public Co. filed an
Articles of Correction with the Secretary of the State of Nevada to void the
Merger and to restore the previous status of the constituent corporations. As a
result, the Merger was void and the amendment to the Articles of Incorporation
of the Public Co. was reversed. Accordingly, Public Co. filed an Articles of
Amendment on November 7, 2005 pursuant to which the Public Co. changed its name
from "Manu Forti Group, Inc." to "Upsnap, Inc." and effectuated the forward
stock split and the increase of its capital stock that it had previously tried
to effectuate through the now voided Merger. In addition, for the purpose of
administrative ease, on the same date, the Private Co. filed an amendment to its
Articles of Incorporation and changed its name from "Upsnap, Inc." to
"Up2004snap, Inc."
INTRODUCTION
This Information Statement is being mailed on or about November 16, 2005
to the holders of record at the close of business on November 15, 2005 (the
"Record Date") of common stock, par value $0.001 per share ("Common Stock") of
the Company, a Nevada corporation, in connection with the change of control and
composition of the Board of Directors of the Company as contemplated by the
Share Exchange Agreement, dated as of November 15, 2005, by and among the
securityholders of Up2004snap and the Company (the "Share Exchange Agreement").
The transactions contemplated by the Share Exchange Agreement were consummated
on November 15, 2005.
This Information Statement is being furnished pursuant to Section 14(f) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1
promulgated thereunder. This Information Statement is being provided solely for
informational purposes and not in connection with a vote of the Company's
securityholders.
A copy of the Share Exchange Agreement will be filed with the Securities
and Exchange Commission as an exhibit to a Current Report on Form 8-K that will
be filed on or before November 21, 2005.
WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE
COMPANY'S SECURITYHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION
STATEMENT.
CHANGE OF CONTROL
On November 15, 2005, the Company signed a Share Exchange Agreement with
the securityholders of Up2004snap pursuant to which the Company acquired
9,999,999 of the issued and outstanding shares of Up2004snap in exchange for
Eleven Million, Seven Hundred Thirty Thousand (11,730,000) shares of Common
Stock of the Company, representing in the aggregate approximately 62.4% of the
issued and outstanding equity interest and voting rights of the Company. As of
the Record Date, the Company had approximately 4,013,100 shares of Common Stock
outstanding. Holders of shares of Common Stock are entitled to one vote per
share on all matters for which the securityholders are entitled to vote. The
signing of the Share Exchange Agreement and the transactions contemplated
thereby will result in a change of control of the Company.
Upon the signing of the Share Exchange Agreement, the existing members of
the Board of Directors of the Company submitted their resignations and elected
the existing directors of Up2004snap to the Board of Directors of the Company,
such resignations and elections will become effective as follows: The
resignation of Justin Frere and the appointment of Tony Philipp to the board of
the directors of the Company became effective at the closing of the Share
Exchange Agreement and the resignation of Vincent Smith and Todd M Pitcher and
the appointment of Richard Jones will become effective on the 10th day following
the mailing of this information statement to the stockholders of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's equity securities immediately before and
after the closing of the transactions contemplated by the Share Exchange
Agreement by:
o each securityholder known by the Company to be the beneficial owner
of more than 5% of the Company's outstanding securities prior to or
immediately after the closing of the transactions contemplated by
the Share Exchange Agreement;
o each current director and each person that will become a director
following the closing of the Share Exchange Agreement;
o each of the named executive officers of the Company listed in the
table under the caption "Executive Compensation";
o all current directors and executive officers as a group; and
o all directors and executive officers as a group following the
closing of the Share Exchange Agreement.
Unless otherwise specified, the address of each of the persons set forth below
is in care of Up2004snap, Inc., 134 Jackson Street, P.O. Box 2399, Davidson, NC
28036. .
Before Closing of the Share After Closing of the Share
Exchange Agreement (2) Exchange Agreement (3)
Amount and Amount and
Name and Address of Beneficial Nature of Percent of Nature of Percent of
- ------------------------------ Beneficial Common Beneficial Common
Owner (1) Ownership Stock Ownership Stock
--------- --------- ----- --------- -----
Gordon Samson 325,000 8.1% 325,000 1.7%
2740 Oliver Crescent
Vancouver, BC, Canada
V6L 1S9
Steve McManaman 975,000 24.3% 975,000 5.2%
Maison Houcarde
Gouze, Orthez
France 64300
Jim Mackay 975,000 24.3% 975,000 5.2%
Chateau De Mont 64300 Mont
France
Arthur New 226,850 5.7% 226,850 1.2%
415 Silvergrove Drive, Calgary,
AB T3B 4T2
Marcus New 226,850 5.7% 226,850 1.2%
500-750 West Pender Street,
Vancouver, BC
Tony Philipp 0 * % 3,910,000 20.8%
134 Jackson St., PO box 2399
Davidson, NC 28036
0 * % 3,440,800 18.3%
Richard Jones
134 Jackson St., PO box 2399
Davidson, NC 28036
Wendell Brown 0 0% 3,558,100 18.9%
134 Jackson St., PO box 2399
Davidson, NC 28036
Paul Schmidt 0 0% 0 0%
134 Jackson St., PO box 2399
Davidson, NC 28036
Sundar Communications (4) 0 0% 1,500,000 7.4%
Directors and Officers * * % 7,350,800 39.1%
as a Group (5)
- ----------
* Less than 1%
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Each of the beneficial owners
listed above has direct ownership of and sole voting power and investment
power with respect to the shares of Company common stock.
(2) A total of 4,013,100 shares of Company common stock are considered to be
outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Owner
above, any options exercisable within 60 days have been included in the
denominator.
(3) Based on 18,788,494 shares of the Company's Common Stock that are
outstanding after the issuance of 370,000 shares to Viant Capital LLC and
the consummation of the Share Exchange Agreement and issuance of
11,730,000 shares in connection therewith.
(4) Including 1,500,000 shares of common stock underlying the Warrants.
(5) Consists of 3 persons prior to the closing of the Share Exchange Agreement
and 3 persons thereafter.
CHANGES TO THE BOARD OF DIRECTORS
Upon the signing of the Share Exchange Agreement, the existing members of
the Board of Directors of the Company submitted their resignations and elected
Tony Philipp and Richard Jones, the directors of Up2004snap, to the Board of
Directors of the Company, such resignations and elections will become effective
as to Justin Frere and Tony Philipp upon the closing of the transactions
contemplated by the Share Exchange Agreement and as to Vincent Smith, Todd M
Pitcher and Richard Jones on the 10th day following the mailing of this
information statement to the Company's shareholders.
To the best of the Company's knowledge, except as set forth below, none of
the incoming directors is currently a director or holds any position with the
Company or has been involved in any transactions with the Company or any of its
directors, executive officers, affiliates or associates which are required to be
disclosed pursuant to the rules and regulations of the SEC. To the best of the
Company's knowledge, none of the designees has been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, or has been a
party to any judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws, except for matters that were dismissed without sanction or settlement.
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors currently consists of three directors who have been
elected for a term of one year and serve until their respective successors are
duly elected and qualified. All current directors of the Company have submitted
letters of resignation that will become effective as to Justin Frere upon the
closing of the Share Exchange Agreement and as to Vincent Smith and Todd M
Pitcher on the 10th day following the mailing of this information statement to
the Company's shareholders, and have elected Tony Philipp and Richard Jones to
the Board of Directors of the Company, such elections to become effective as to
Tony Philipp upon the closing of the Share Exchange Agreement and as to Richard
Jones on the 10th day following the mailing of this information statement to the
Company's shareholders. Upon election of the new member of the Board of
Directors, the Company anticipates that the Board of Directors will appoint new
executive officers as listed below.
The names of the current officers and directors of the Company and the
incoming directors and officers, as well as certain information about them are
set forth below:
Name Age Position(s) with the Company
- ---- --- ----------------------------
Justin Frere 33 Director (4)(6)
Vincent Smith 44 Director (5)(6)
Todd M. Pitcher 37 Chairman of the Board of the Directors, Interim CEO and
Accounting Principal Officer (5)(6)
Tony Philipp 43 Director, Chief Executive Officer and President (1)(3)
Richard Jones 40 Director, Vice President of Content and Secretary (2)(3)
Paul Schmidt 50 Chief Financial Officer (3)
- ----------
(1) Incoming director, effective upon the closing of the Share Exchange
Agreement.
(2) Incoming director, effective on the 10th day following the mailing of this
information statement to the Company's shareholders.
(3) Incoming officer, effective upon the closing of the Share Exchange
Agreement.
(4) Current director until the closing of the Share Exchange Agreement.
(5) Current director until the 10th day following the mailing of this
information statement to the Company's shareholders.
(6) Current officer until the closing of the Share Exchange Agreement.
Todd M. Pitcher was first elected to the Board of Directors in May, 2005,
and appointed as Interim CEO and Principal Accounting Officer in June 2005.
Since May, 2005, Mr. Pitcher has been providing professional and consulting
services to assist the Company. Mr. Pitcher holds board and administrative
positions in Superclick, Inc. and Execute Sports. Mr. Pitcher has also served in
the Executive Management capacity 4Dcard, Inc. from March 2002 through July
2003. Mr. Pitcher has several years experience in the investment banking,
business consulting and equity research, serving as Director of Equity Research
at Equity Securities in Golden Valley, Minnesota and several other regional
investment banking firms. Mr. Pitcher has B.A. in Philosophy from the University
of California at Berkeley and has attended graduate school at the University of
California at Santa Barbara and Claremont Graduate School.
Justin Frere has been a director of the Company since June, 2005. Mr.
Frere has performed CFO/Controller and Financial Analyst services on a
contractor-basis for numerous private and public companies. From 1999 through
2001, Mr. Frere served as a Manager at Altium, a business services outsourcing
company located in San Diego. From 1999 to 1999, Mr. Frere was a Senior
Reporting Analyst at Maxtor Corp., a disk drive manufacturer located in
Milpitas, California. From 1996 to 1998, Mr. Frere served as a Senior Accountant
with KPMG, a professional services firm. In 2001, Mr. Frere earned a Master in
Business with a Finance emphasis from San Diego State University. In 1998, Mr.
Frere earned his CPA designation. In 1996, Mr. Frere was graduated from Cal Poly
State University in San Luis Obispo with a BS in accounting and finance. Mr.
Frere is a member of the AICPA (American Institute of Certified Public
Accountants).
Vincent Smith has been a director of the Company since August, 2005. Since
2003, Mr. Smith has owned and operated Velocity Steel, a manufacturer and
supplier of light gauge steel framing in North America. Prior to Velocity Steel,
Mr. Smith served as Managing Director of Global Steel Innovations, Inc., an
Intellectual Property company where he oversaw the licensing and patent
management of the firm's properties.
Tony Philipp has served as a director and as our Chief Executive Officer
and President since November 15, 2005. Mr. Phillip is a founder of UpSnap 2004
and acted as a director and the Chief Executive Officer of UpSnap 2004 since its
formation in April 2004. During 2002 to 2004, Mr. Philipp was the president of
Vivisimo Inc., Europe, the leading provider of automatic content clustering
software and powers 10% of web searches world wide, with blue chip customers
including the US Government, HP, NASA, German Government, AOL, Infospace, and
Overture, etc. Mr. Philipp was responsible for establishing worldwide sales and
marketing strategy during that period. Mr. Philipp is also the founder of
iTransEuro, a company that is a premier European accelerator in the Research
Triangle. He has served as the president of iTransEuro since 2000. iTransEuro
assists in the transition of technology firms between the US and Europe through
performing market studies, identifying/hiring of key personnel, implementing
local presence, establishing business development channels, localizing online
marketing and PR, and accessing local venture capital. Mr. Philipp is current a
director of Mobileway Inc and is nominated to serve as Non-Executive board
member of selected 3i investments, the largest European venture group. Mr.
Philipp is a dual citizen in Germany and the USA, and holds a Bachelor of
Science Degree from Clemson University, a Master of International Business (MBA)
from the University of South Carolina, and was a Fulbright Scholar at the
University of Cologne (Germany).
Richard Jones has been our Vice President of Content and Corporate
Secretary since November 15, 2005 and will become our director upon the
effective date of the resignations of Vincent Smith and Todd Pitcher. Mr. Jones
is the co-founder of UpSnap 2004. Prior to joining UpSnap 2004, Mr. Jones served
as the Chairman of Vavo Ltd. from 1999 to 2001. From 1996 to 1999, Mr. Jones
served as the Chief Executive Officer of FortuneCity of which he was a
co-founder. Mr. Jones also served as Editor in Chief of Network Week, LAN
Magazine and PC Magazine in the UK from 1990 to 1996.
Paul Schmidt has been our Chief Financial Officer since November 15, 2005.
Mr. Schmidt was the Chief Financial Officer of Upsnap 2004. Since 2004, Mr.
Schmidt has served as a managing director at Von Steuben Financial, LLC, a
service firm that provides part time senior level financial executive services.
From 2001 to 2004, Mr. Schmidt was the Vice President and Chief Financial
Officer of B.R. Lee Industries, Inc, a large manufacturer of commercial asphalt
paving equipment. From 1999 to 2001, Mr. Schmidt served as the Treasurer and
Chief Financial Officer of Powerscape Equipment Corp., an outdoor power
equipment dealerships. Mr. Schmidt has a Bachelor of Business Administration
degree from University of Michigan and has attended graduate school at
University of Michigan Graduate School of Business Administration and Walsh
College.
LEGAL PROCEEDINGS
There is no pending litigation by or against the Company.
To the Company's knowledge, no director, officer or affiliate of the
Company, and no owner of record or beneficial owner of more than five percent
(5%) of the securities of the Company, or any associate of any such director,
officer or security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except with respect to the Share Exchange Agreement and as described in
the following paragraphs, none of the Company's directors or officers, nor any
of the incoming directors, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to the
Company's outstanding shares, nor any of the Company's promoters, nor any
relative or spouse of any of the foregoing persons has any material interest,
direct or indirect, in any transaction since November 15, 2003 or in any
presently proposed transaction which, in either case, has affected, or will
materially affect the Company. None of the Company's directors or officers, nor
any incoming director is indebted to the Company.
Steve McManaman, one of the founders of the Company, has loaned the
Company $105,709. The principal amount of the shareholder loan from Steve
McManaman was repaid in full by May 2, 2005.
The Company has entered into a professional services agreement with one of
its directors, Justin Frere, to provide certain bookkeeping and accounting
services for the Company. Under the terms of the agreement, Mr. Frere is paid
$1,500.00 per month.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Company presently does not have an audit committee, compensation
committee or nominating committee. The Company does not have an audit committee
charter or a charter governing the nominating process as the management of the
Company believes that until this point it has been premature at the early stage
of the Company's management and business development to form an audit,
compensation or nominating committee. However, the new management of the Company
may form an audit, compensation and nominating committee in the future. Until
these committees are established, these decisions will continue to be made by
the Board of Directors. Although the Board of Directors has not established any
minimum qualifications for director candidates, when considering potential
director candidates, the Board considers the candidate's character, judgment,
skills and experience in the context of the needs of the Company and the Board
of Directors.
During 2005, the Company's Board of Directors met 6 times.
The Company's Board of Directors does not currently provide a process for
securityholders to send communications to the Board of Directors as the Company
management believes that until this point it has been premature given the
limited liquidity of the common stock of the Company to develop such processes.
However, the new management of the Company may establish a process for
securityholder communications in the future.
The board of directors have determined that Justin Frere is an independent
director based on Rule 4200 of the National Association of Securities Dealers'
listing standards and is qualified as an "Audit Committee Financial Expert" as
defined in Item 7(d)(3)(iv) of Schedule 14A.
EXECUTIVE COMPENSATION
The following table shows all the compensation paid by the Company, as
well as certain other compensation paid or accrued, during the fiscal years
ended March 31, 2005 and 2004 to the Chairman and Company's Chief Executive
Officer. No restricted stock awards, long-term incentive plan payouts or other
types of compensation, other than compensation identified in the chart below,
were paid to this executive officer during these fiscal years.
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Name and Principal Year Salary Bonus Other Annual Restricted Securities LTIP All Other
- ------------------ ---- ------ ----- ------------ ---------- ---------- ---- ---------
Position (1) ($) (2) Compensation Stock Underlying Payouts Compensation
- -------- --- --- --- ------------ ----- ---------- ------- ------------
($) Awards ($) Options/SARs
--- ---------- ------------
Todd M. Pitcher 2005 36,000 -- -- -- -- -- --
Justin Frere 2005 18,000 -- -- -- -- -- --
Compensation of Directors
All directors are not compensated for their services as directors.
Bonuses and Deferred Compensation
The Company does not have any bonus, deferred compensation or retirement
plan. The Company does not have a compensation committee; all decisions
regarding compensation are determined by the Company's Board of Directors.
Stock Option and Stock Appreciation Rights
The Company does not currently have a Stock Option Plan or Stock
Appreciation Rights Plan. No stock options or stock appreciation rights were
awarded during the fiscal year ended March 31, 2005.
Employment Contracts, Termination of Employment and Change of Control
Arrangements
At the present, the Company has no employees, other than Gordon Samson and
Mitch Ross. They do not have employment contracts with the Company.
There are no compensatory plans or arrangements, including payments to be
received from us, with respect to any person named in cash compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with the Company or the Company's subsidiaries, or any change in control of the
Company, or a change in the person's responsibilities following a change of
control.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, as amended, requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's equity securities which are registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to file with
the SEC initial reports of ownership and reports of changes in ownership of
equity securities of the Company. Officers, directors and greater than 10%
securityholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) reports they file. During fiscal year 2004, the
officers, directors and 10% securityholders of the Company filed all Section
16(a) reports they are required to file.