EXHIBIT
      31.2




**Certification
      Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Paul C.
      Schmidt (UpSNAP Chief Financial Officer)**





I,
      Paul
      C. Schmidt, certify that:





1.
      I have
      reviewed this report on Form 10-QSB For the Quarter ended December 31, 2005
      of
      UpSNAP, Inc. (“registrant”);





2.
      Based
      on my knowledge, the report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the registrant as of, and
      for, the periods presented in this report;





4.
      The
      registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15d-15(e)) for the registrant and have:





a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;





b)
      Evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and





c)
      Disclosed in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent fiscal
      quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      registrant’s internal control over financial reporting; and





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and board of directors:
      :





a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls which are reasonably likely to adversely affect the
      registrant’s ability to record, process, summarize and report financial
      information (all of which do not apply); and





b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls (all of which
      do
      not apply).





Date:
      February 14, 2006














/s/
      Paul
      C. Schmidt


_____________________


Paul
      C.
      Schmidt


Chief
      Financial Officer (Principal Financial Officer)