**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 June 30,
        2007
        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:  August
        20, 2007
 
 
 /s/
        Paul C. Schmidt
 Paul
        C.
        Schmidt
 Chief
        Financial Officer
 (Principal
        Financial Officer)