UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-QSB





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      the quarterly period ended October 31,
2008





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
              For
      the transition period from _______ to
_______





Commission File No.
000-50560





UPSNAP,
INC.


(Exact
name of small business issuer as specified in its charter)





Nevada
                
                20-0118697(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (IRS
      Employer identification
No.)





c/o
Duratech Group Inc., 2930 9th Avenue
North, Lethbridge, Alberta, Canada T1H 5E4





(Address
of Principal Executive Offices)





(403)
320-1778





(Issuer’s
Telephone Number)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of The Exchange Act) Yes  ̈ No x





State the
number of shares outstanding of each of the issuers’ classes of common equity,
as of the latest practicable date:





Class of Stock
                  
                  Outstanding
      November 30, 2008Common
      Stock ($.001 par value)
                  
                  73,719,666





Transitional
Small Business Disclosure Format (Check one): Yes  ̈ No x





REPORTS  TO  SECURITY  HOLDERS





We are a
reporting company under the requirements of the  Securities Exchange
Act of 1934 and will file quarterly, annual and other reports with the
Securities and Exchange Commission. This quarterly report contains the required
audited financial statements. We
are  not  required  to deliver a quarterly report
to security holders and will not
voluntarily  deliver  a  copy  of  the  quarterly  report
to security holders, except in connection with our annual meeting of
shareholders.  The reports and other information filed by us will be
available for inspection and copying at the public reference facilities of the
Commission, 100 F Street, N.E., Washington, D.C. 20549.





Copies of
such material may be obtained by mail from the Public Reference Section of the
Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates.  Information on the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the
Commission.





CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION




The
discussion contained in this 10-QSB under the Securities Exchange Act of 1934,
as amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-QSB. We base our forward-looking statements
on information currently available to us, and we assume no obligation to update
them.





The rest of this page is
left intentionally blank


2


UPSNAP,
INC.


FORM
10-QSB





For the
Quarter ended October 31, 2008





TABLE OF
CONTENTS




PagePART
      I – FINANCIAL INFORMATIONITEM
      1.
                  
                  Selected
      Financial StatementsBalance
      Sheet – October 31, 2008 (unaudited)
                  
                  4Statements
      of Operations – Three and Nine months Ended October 31, 2008
      (unaudited)
                  
                  5Statements
      of Cash Flows – Nine months Ended October 31, 2008
    (unaudited)
                  
                  7Notes
      to Financial Statements (unaudited)
                  
                  8ITEM
      2.
                  
                  Management’s
      Discussion and Analysis
                  
                  20ITEM
      3.
                  
                  Controls
      and Procedures
                  
                  35PART
      II – OTHER INFORMATIONITEM
      1.
                  
                  Legal
      Proceedings
                  
                  35ITEM
      2.
                  
                  Changes
      in Securities and Use of Proceeds
                  
                  36ITEM
      3.
                  
                  Defaults
      Upon Senior Securites
                  
                  36ITEM
      4.
                  
                  Submission
      of Matters to Vote of Security Holders
                  
                  36ITEM
      5.
                  
                  Other
      Information
                  
                  36ITEM
      6.
                  
                  Exhibits
                  
                  36Signatures
                  
                  37




3


PART
I – FINANCIAL INFORMATION


ITEM
1.  FINANCIAL STATEMENTS





The
consolidated financial statements of UpSnap, Inc. (the “Company”), included
herein were prepared, without audit, pursuant to rules and regulations of the
Securities and Exchange Commission.  Because certain information and
notes normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America were
condensed or omitted pursuant to such rules and regulations, these financial
statements should be read in conjunction with September 30, 2007 audited
financial statements of the Company and notes thereto as included in Company’s
Form 10-KSB filed on January 15, 2008, and in conjunction with the January 31,
2008 audited financial statements of Duratech Group Inc. and the notes thereto
as included in the Company’s Current Report on Form 8-K filed on September 24,
2008.





UpSnap,
Inc.


Consolidated
Balance Sheet




As
      ofOctober  31,
      2008ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                                            
                                            $
                                            -Accounts
      Receivable
                                            
                                            
                                            653,344Other
      Receivables
                                            
                                            
                                            130,476Inventory
                                            
                                            
                                            2,765,026TOTAL
      CURRENT ASSETS
                                            
                                            
                                            3,548,846OTHER
      ASSETS
                                            
                                            
                                            1,103,156PROPERTY,
      PLANT, AND EQUIPMENT, NET
                                            
                                            
                                            342,150TOTAL
      ASSETS
                                            
                                            $
                                            4,994,152LIABILITIES
      AND STOCKHOLDERS' EQUITY/(DEFICIT)LIABILITIESCURRENT
      LIABILITIES:Bank
      Overdraft
                                            
                                            $
                                            354,207Notes
      Payable, current
                                            
                                            
                                            2,590,170Shareholder
      Notes Payable, current
                                            
                                            
                                            817,579Accounts
      Payable
                                            
                                            
                                            914,124Customer
      Deposits
                                            
                                            
                                            434,691TOTAL
      LIABILITIES
                                            
                                            
                                            5,110,771STOCKHOLDERS'
      EQUITY/(DEFICIT)Share
      Capital
                                            
                                            
                                            47,776Paid
      in Capital
                                            
                                            
                                            546,249Premium
      on Redemption of Shares
                                            
                                            
                                            (27,207
                                            )Retained
      Earnings/(Accumulated Deficit)
                                            
                                            
                                            (683,437
                                            )TOTAL
      STOCKHOLDERS' EQUITY/(DEFICIT)
                                            
                                            
                                            (116,619
                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
                                            
                                            $
                                            4,944,152




The
accompanying notes are an integral part of these financial
statements.


4





UpSnap,
Inc.


Consolidated
Statement of Operations





For Three-months
                                                          ended October 31,2008SALES
      AND COST OF SALESSales
                                                        
                                                        $
                                                        2,238,649Cost
      of Sales
                                                        
                                                        
                                                        1,377,128Gross
      Profit
                                                        
                                                        
                                                        861,520EXPENSESSelling,
      general and administrative
                                                        
                                                        
                                                        231,398Payroll
      Expense
                                                        
                                                        
                                                        528,454Bad
      Debt Expense
                                                        
                                                        
                                                        317Interest
                                                        
                                                        
                                                        70,841Depreciation
                                                        
                                                        
                                                        -TOTAL
      EXPENSES
                                                        
                                                        
                                                        831,010Net
      Income/(Loss) from Operations
                                                        
                                                        
                                                        30,510OTHER
      INCOME/(EXPENSE)Gain
      on Disposal
                                                        
                                                        
                                                        -Other
      Income
                                                        
                                                        
                                                        -Interest
      Income
                                                        
                                                        
                                                        2,851NET
      OTHER INCOME/(EXPENSE)
                                                        
                                                        
                                                        2,851NET
      INCOME/(LOSS) FROM CONTINUED OPERATIONS
                                                        
                                                        
                                                        33,361OTHER
      COMPREHENSIVE INCOME (LOSS)Foreign
      Currency Translation Gain/(Loss)
                                                        
                                                        
                                                        (2,684
                                                        )COMPREHENSIVE
      INCOME (LOSS)
                                                        
                                                        
                                                        30,677





The
accompanying notes are an integral part of these financial
statements.


5


UpSnap, Inc.


Consolidated
Statement of Operations





For Nine-months
                                                ended October 31,2008SALES
      AND COST OF SALESSales
                                              
                                              $
                                              4,278,661Cost
      of Sales
                                              
                                              
                                              2,857,922Gross
      Profit
                                              
                                              
                                              1,420,739EXPENSESSelling,
      general and administrative
                                              
                                              
                                              600,443Payroll
      Expense
                                              
                                              
                                              1,201,732Bad
      Debt Expense
                                              
                                              
                                              320Interest
                                              
                                              
                                              154,230Depreciation
                                              
                                              
                                              -TOTAL
      EXPENSES
                                              
                                              
                                              1,956,725Net
      Income/(Loss) from Operations
                                              
                                              
                                              (535,986
                                              )OTHER
      INCOME/(EXPENSE)Gain
      on Disposal
                                              
                                              
                                              -Other
      Income
                                              
                                              
                                              -Interest
      Income
                                              
                                              
                                              3,806NET
      OTHER INCOME/(EXPENSE)
                                              
                                              
                                              3,806NET
      INCOME/(LOSS) FROM CONTINUED OPERATIONS
                                              
                                              
                                              (532,180
                                              )OTHER
      COMPREHENSIVE INCOME (LOSS)Foreign
      Currency Translation Gain/(Loss)
                                              
                                              
                                              47,898COMPREHENSIVE
      INCOME (LOSS)
                                              
                                              
                                              (484,282
                                              )





The
accompanying notes are an integral part of these financial
statements.


6


UpSnap,
Inc.


Consolidated
Statement of Cash Flows





For the Nine-months ended
                                                      October 31,2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income/(loss) from continued operations
                                                    
                                                    $
                                                    (484,282
                                                    )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Depreciation
                                                    
                                                    
                                                    -Bad
      Debt Expense
                                                    
                                                    
                                                    320Changes
      in Assets and Liabilities:(Increase)/Decrease
      in Accounts Receivable
                                                    
                                                    
                                                    (97,533
                                                    )(Increase)/Decrease
      in Other Receivable
                                                    
                                                    
                                                    (130,476
                                                    )(Increase)/Decrease
      in Inventories
                                                    
                                                    
                                                    (572,011
                                                    )Increase/(Decrease)
      in Bank Overdraft
                                                    
                                                    
                                                    (185,112
                                                    )Increase/(Decrease)
      in Accounts Payable and Accrued Expenses
                                                    
                                                    
                                                    623,538Increase/(Decrease)
      In Customer Deposits
                                                    
                                                    
                                                    381,009NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                    
                                                    
                                                    (464,547
                                                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Investment
      in Other Assets
                                                    
                                                    
                                                    (973,156
                                                    )Purchase
      of Property, Plant, and Equipment
                                                    
                                                    
                                                    (151,181
                                                    )NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                    
                                                    
                                                    (1,124,337
                                                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds/(Payment)
      of Notes Payable and Loans
                                                    
                                                    
                                                    992,846Proceeds/(Payment)
      of Shareholder Loans
                                                    
                                                    
                                                    154,836Proceeds
      from Long-term Debt
                                                    
                                                    
                                                    -Proceeds
      from Shareholder Loans
                                                    
                                                    
                                                    -Proceeds
      from Conversion of Shareholder debt to Equity
                                                    
                                                    
                                                    598,409Proceeds/(Payment)
      of Buying Equity in Acquisition
                                                    
                                                    
                                                    -Proceeds/(Payment)
      from Share Redemption
                                                    
                                                    
                                                    (27,207
                                                    )Payment
      for UpSnap Acquisition
                                                    
                                                    
                                                    (130,000
                                                    )NET
      CASH PROVIDED BY (USED IN) FINANCING  ACTIVITIES
                                                    
                                                    
                                                    1,588,884NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                                                    
                                                    
                                                    -CASH
      AND CASH EQUIVALENTS:Beginning
      of Period
                                                    
                                                    
                                                    -End
      of Period
                                                    
                                                    $
                                                    -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                                                    
                                                    $
                                                    154,230Taxes
                                                    
                                                    $
                                                    -




The
accompanying notes are an integral part of these financial
statements.




7




NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




NOTE 1—ORGANIZATION AND
NATURE OF BUSINESS





UpSnap,
Inc. (“UpSnap” or “the Company”) was incorporated on July 24, 2003 under the
laws of the State of Nevada.  The Company was a Development Stage
Company, as defined by the Statement of Financial Accounting Standard (“SFAS”)
No. 7 “Accounting and Reporting by Development Stage Enterprises”.





On August
29, 2008, UpSnap Inc. (the “Registrant”) entered into a Share Exchange Agreement
(the “Share Exchange Agreement”) by and among the Registrant; Tony
Philipp, an officer, director and shareholder of Registrant (“Philipp”);
Duratech Group Inc., an Alberta, Canada corporation (“Duratech”) and the
shareholders of Duratech (“Duratech Shareholders”), including Peter Van Hierden,
a citizen of Alberta, Canada and owner directly or indirectly of approximately
96% of the share capital of Duratech (“Van Hierden”).





Upon
closing of the share exchange transaction (the “Share Exchange”) on September
17, 2008, the Duratech Shareholders transferred all of their shares of common
stock in Duratech to the Registrant in exchange for an agreement to issue to
them an aggregate of 50,349,342 shares of Common Stock of the
Registrant, resulting in Duratech becoming a majority owned subsidiary of
the Registrant. In addition, P&R Gateway Developments Inc. and 1371009
Alberta Ltd., fifty percent (50%) owned joint venture companies of Duratech
became indirectly controlled by the Registrant.





As part
of the Share Exchange, the Duratech Shareholders were issued options to purchase
18,950,334 shares of the Registrant’s Common Stock in substitution for options
to purchase 2,235,610 shares of Duratech common stock which they owned prior to
the transaction. In order to facilitate the exercise of these new options, the
Registrant has agreed to hold 18,950,334 shares of Common Stock in reserve, and
instead issue the balance of 50,349,342 shares to the Duratech Shareholders pro
rata pursuant to the Share Exchange Agreement.





The
shares of Duratech common stock, par value $0.05 per share, are validly issued,
fully paid, and nonassessable, and represent one hundred percent (100%) of the
common equity ownership of Duratech, and the Duratech Shareholders are the sole
record and beneficial owners thereof.  The Duratech common stock
represents sixty-five percent (65%) of the issued and outstanding equity
capitalization of Duratech, with the other thirty-five percent (35%) consisting
of two series of preferred stock, one currently issued to three individuals and
outstanding, and the other issued to Van Hierden and Duratech Shareholders on
the Closing Date (as defined in the Share Exchange Agreement). Both of the
series have a par value of $1.00 per share. The first series, which is currently
outstanding and consists of 158,096 shares of Preferred Non-Voting stock, and
has a $1.00 liquidation preference, is not entitled to any dividend or
conversion privilege, and is to be liquidated in three years. The second series,
which is a new series issued to Van Hierden and Duratech Shareholders as of the
Closing Date, consists of 3,198,362 shares of preferred stock and is entitled to
one vote per share, has a $1.00 liquidation preference and is not be entitled to
any dividend or conversion privilege. In addition, holders of options to
purchase Duratech common stock were granted options to purchase an additional
1,203,790 shares of this second series of preferred stock.  All of the
outstanding Duratech share capital was offered and sold in accordance with
applicable Canadian and United States Federal and local securities
laws.





After the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Registrant, on the day after the Closing Date, consummated the sale of its
assets related to its mobile information search services, subject to assumption
and payment of all of the Registrant’s liabilities related to periods prior to
the closing, to UpSnap Services, LLC, a North Carolina limited liability
corporation (“UpSnap Services”), which is owned by Philipp, pursuant to an Asset
Purchase Agreement dated as of August 29, 2008 (the “Asset Purchase
Agreement”).


8





Duratech
Group Inc. is a Canadian company that is engaged in the construction and
manufacturing of homes in Alberta and Saskatchewan, Canada. As part of the
reverse merger, the Registrant will cease engaging in the mobile information
search services business. As a result of the Share Exchange, Duratech Group Inc.
has become a majority-owned subsidiary of the Registrant.  Based upon
management’s review of alternatives, the Share Exchange Agreement and the Asset
Purchase Agreement present the most viable present possibility for future
enhancement of shareholder value and for payment of creditors.





NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





Basis of
Presentation





The
accompanying unaudited consolidated financial statements have been prepared in
conformity with Generally Accepted Accounting Principles (“GAAP”) for interim
financial information and with the instructions to SEC Form 10-QSB and Article 8
of Regulation S-K. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements.  In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance sheet
and the reported amounts of revenues and expenses for the period. Actual results
could differ significantly from those estimates.  The accompanying
unaudited consolidated financial statements should be read in conjunction with
the September 30, 2007 audited consolidated financial statements of the Company
and notes thereto as incorporated by reference in the Company’s Form 10-KSB
filed on January 15, 2008 and in conjunction with the January 31, 2008 audited
financial statements of Duratech Group Inc. and the notes thereto as
incorporated by reference to the Company’s Current Report on Form 8-K filed on
September 24, 2008.





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary, Duratech Group Inc., incorporated under the Business
Corporations Acts of Alberta, Canada.  Intercompany transactions have
been eliminated in consolidation.  When required, certain
reclassifications are made to the prior period’s consolidated financial
statements to conform to the current presentation.





Business Activity—
UpSnap, Inc.’s principal operations following the reverse-merger are conducted
through Duratech Group Inc. (previously named Duratech Contracting
Inc.)  Duratech commenced operations on December 18, 2002 as a small
homebuilding company constructing about 5 homes a year until Peter Van Hierden
(“Van Hierden”) bought out the majority partners and took control of the
operations in July, 2007.  Shortly thereafter, Mr. Van Hierden
identified a synergistic opportunity to acquire a modular oil camp factory which
was also in distress and acquired the company in July, 2007.  Since
that time management has been able to turn both these operations around and now
seeks to grow the company organically and through additional
acquisitions.





Duratech’s
principle operations are building manufactured and stick-built homes and modular
oil camps in Alberta and Saskatchewan, Canada which are experiencing very rapid
growth primarily because of commodities such as oil, uranium and diverse
mining.





Duratech
manufactures and builds homes and modular sites for its marketplace, principally
Alberta and Saskatchewan.  The Company has four principal products
that it offers: First, the company builds on-site conventional homes; Second,
the company builds ready-to-move (RTM) homes in factories and brings them on
foundations to sell to end users; Third, the company builds modular comp sites
for the oil mining industry; and Fourth, the company brings modular and
manufactured homes from the United States where markets have been depressed and
homes can be bought at discount prices.





On July
1st,
2007, Duratech Contracting Inc. acquired Duratech Structures Inc. (Previously
known as Jobsite Structures).





In July
28, 2008, Duratech Contracting Inc. changed its name to become Duratech Group
Inc.





Cash and Cash
Equivalents—For purposes of the Consolidated Statement of Cash Flows, the
Company considers liquid investments with an original maturity of three months
or less to be cash equivalents.





Management’s Use of
Estimates—The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of consolidated financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.


9





Presentation and Foreign
currency translation—These consolidated financial statement have been
prepared in accordance with US generally accepted accounting principles (GAAP)
and translated into U.S dollars. The prevailing exchange rate used to translate
the Canadian dollars to U.S dollars at October 31, 2008 was 0.831532. The
average for the Nine-months ending October 31, 2008 was 0.913774 and for
Three-months ending October 31, 2008 was 0.904286.





Assets
and liabilities denominated in respective functional currencies are translated
into United States Dollars at the exchange rate as of the balance sheet
date.  The share capital and retained earnings are translated at
exchange rates prevailing at the time of the transactions.  Revenues,
costs, and expenses denominated in respective functional currencies are
translated into United States Dollars at the weighted average exchange rate for
the period.  The effects of foreign currencies translation adjustments
are included as a separate component of accumulated other comprehensive
income.





Revenue Recognition—
Revenues from long-term construction contracts (over one year) are recognized
using the completed-contract method. Revenues from short-term contracts are
recognized as the work is performed and related costs are incurred. Contract
costs include all direct materials and labor costs and those indirect costs
related to contract performance, such as indirect labor, supplies, tools, and
repair costs. General and administrative costs are charged to expense as
incurred.





Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the consolidated financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the periods covered in the consolidated
financial statements.





Cash and Bank
overdraft—Cash consists of cash, cash equivalents and checks issued in
excess of cash on deposit. Cash is put in the Bank account has a negative
balance. For the purpose of the cash flow statement, Bank overdrafts are also
classified as cash.





Advertising
Costs—Advertising costs are expensed as incurred.  For the
Nine-months ended October 31, 2008 and year ended January 31, 2008, the company
incurred $16,467 and $39,019 respectively.





Net Loss per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. Accordingly, this presentation has been adopted for the period presented.
There were no adjustments required to net loss for the period presented in the
computation of diluted earnings per share.





Income Taxes—Income
taxes are provided in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income Taxes.”A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating
loss-carry-forwards.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, and some portion or the entire
deferred tax asset will not be realized.  Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the
date of enactment.





Fair Value of Financial
Instruments—The carrying amounts reported in the consolidated balance
sheet for cash, accounts receivable and payable approximate fair value based on
the short-term maturity of these instruments.  The Company estimates
that the fair value of all financial instruments at October 31, 2008 and 2007,
as defined in FASB 107, does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying balance sheet.
The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value, and accordingly, the estimates are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.


10





Dividends—The Company has
not yet adopted any policy regarding payment of dividends. No dividends have
been paid or declared since inception.





Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  For the years ended January 31, 2008 and 2007,
no amounts were deemed uncollectible as of January 31,
2008.  Outstanding Accounts Receivable as of January 31, 2008 was
$555,811 which includes a receivable due from a shareholder (related party) in
the amount of $89,289.




Impairment of Long-Lived
Assets— Using the guidance of Statement of Financial Accounting Standards
(SFAS) No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets”, the Company reviews
the carrying value of property, plant, and equipment for impairment whenever
events and circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its use
and eventual disposition. In cases where undiscounted expected future cash flows
are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors
considered by management in performing this assessment include current operating
results, trends and prospects, the manner in which the property is used, and the
effects of obsolescence, demand, competition, and other economic
factors.





Valuation of
Goodwill—In completing its second quarter evaluation (ending March 31,
2008) prior to the Company’s reverse merger with Duratech Group Inc., the
Company’s management considered the impact of the Company’s announced
termination of the proposed merger with Mobile Greetings, Inc., the Company’s
recent stock price, and other industry trends and determined that impairment to
goodwill and other intangible assets was required.  To make this
determination, the Company compared the carrying value of its equity to its fair
value and forecasted future cash flows generated from operations.  For
purposes of this evaluation, fair value has been determined based on the recent
market value of Company’s equity.  As a result of this evaluation, the
Company determined to write off all of the goodwill, recording a non-cash
goodwill impairment charge of $5.3 million.  See the Company’s
Form 10-QSB for the period ending March 31, 2008 as filed with the SEC on May
15, 2008 for more information on this matter.




Segment
reporting—The  Company follows Statement of Financial Accounting
Standards No. 130, Disclosures About Segments of an Enterprise and Related
Information. The Company operates as a single segment and will evaluate
additional segment disclosure requirements as it expands its
operations.





Property and
Equipment—Property and equipment is stated at
cost.  Depreciation is provided by the straight-line method over the
estimated economic life of the property and equipment.  The following
table shows the estimated useful life used for each class of fixed
asset:




Asset
                            
                            Estimated Useful LifeBuildings
                            
                            25
      yearsShed
                            
                            10
      yearsTools
      and Equipment
                            
                            5
      yearsSmall
      tools and equipment
                            
                            4
      yearsComputer
      and Office Equipment
                            
                            3
      yearsAutomobiles
                            
                            3
      yearsLeasehold
      Improvements
                            
                            5
      yearsComputer
      Hardware
                            
                            2.5
      years




The
estimated annual depreciation expense is $21,598 per year.  Total
depreciation expense for the years ended January 31, 2008 and 2007 were $21,598
and $9,742 respectively.





Customer Deposits—The
cash deposit received from customers when project in progress are shown in the
balance sheet as current liabilities and apply against the revenue expected from
customers when the project is terminated and the customers are billed. The
deposit is without interest.


11


Recent
Accounting Pronouncements — In February 2006, the FASB issued SFAS
Statement No. 155, “Accounting for Certain Hybrid Financial Instruments—an
amendment of FASB Statements No. 133 and 140” ("SFAS 155"). This Statement
amends FASB Statements No. 133, Accounting for Derivative Instruments and
Hedging Activities, and No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This Statement resolves
issues addressed in Statement 133 Implementation Issue No. D1, “Application of
Statement 133 to Beneficial Interests in Securitized Financial Assets.” This
Statement permits fair value re-measurement for any hybrid financial instrument
that contains an embedded derivative that otherwise would require bifurcation,
clarifies which interest-only strips and principal-only strips are not subject
to the requirements of Statement 133, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation, clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives and amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. SFAS 155
is effective for all financial instruments acquired or issued for the Company
for fiscal year begins after September 15, 2006. The adoption of this standard
is not expected to have a material effect on the Company’s results of operations
or financial position.





In March
2006, the FASB issued SFAS Statement No. 156, “Accounting for Servicing of
Financial Assets—an amendment of FASB Statement No. 140”.  This
Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities” with respect to the
accounting for separately recognized servicing assets and servicing
liabilities.  This Statement requires that an entity recognize a
servicing asset or servicing liability each time it undertakes an obligation to
service a financial asset by entering into a servicing contract.  This
Statement requires all separately recognized servicing assets and servicing
liabilities to be initially measured at fair value, if practicable and it
permits an entity to choose either the Amortization Method or the Fair Value
Method for each class of separately recognized servicing assets and servicing
liabilities.  At its initial adoption, the Statement permits a
one-time reclassification of available-for-sale securities to trading securities
by entities with recognized servicing rights, without calling into question the
treatment of other available-for-sale securities under SFAS No.
115.  This Statement is effective as of the beginning of an entity's
first fiscal year that begins after September 15, 2006. Earlier application is
permitted if the entity has not yet issued interim or annual financial
statements for that fiscal year.  The adoption of this standard is not
expected to have a material effect on the Company’s results of operations or
financial position.





In June
2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an
interpretation of FASB No. 109.  This Interpretation clarifies the
accounting for uncertainty in income taxes recognized in an enterprise’s
financial statements in accordance with FASB No. 109, “Accounting for Income
Taxes”.  This interpretation prescribes recognition of threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return.  This
interpretation also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure, and
transition.  This interpretation is effective for fiscal years
beginning after December 15, 2006. Earlier application is permitted if the
entity has not yet issued interim or annual financial statements for that fiscal
year. The adoption of this standard is not expected to have a material effect on
the Company’s results of operations or financial position.





In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”.
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements.  This statement applies
under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, SFAS No. 157 does not require any new fair value measurements.
However, for some entities, the application of SFAS No. 157 will change current
practice.  This Statement is effective for fiscal years beginning
after November 15, 2007, and all interim periods within those fiscal years.
Earlier application is permitted if the entity has not yet issued interim or
annual financial statements for that fiscal year. Early adoption of this
standard is not expected to have a material effect on the Company’s results of
operations or its financial position, but the Company is evaluating the
Statement to determine what impact, if any, it will have on the
Company.





In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”).
This statement requires balance sheet recognition of the funded status, which is
the difference between the fair value of plan assets and the benefit obligation,
of pension and postretirement benefit plans as a net asset or liability, with an
offsetting adjustment to accumulate other comprehensive income in shareholders’
deficit. In addition, the measurement date, the date at which plan assets and
the benefit obligation are measured, is required to be the company’s fiscal year
end. The Company is currently evaluating the Statement to determine what impact,
if any, it will have on the Company.


12





In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, “The Fair Value for Financial Assets and Financial Liabilities—including an
amendment of FASB Statement No. 115”.  This statement permits entities
to choose to measure many financial instruments and certain other items at
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  This Statement is expected to
expand the use of fair value measurement, which is consistent with the Board’s
long-term measurement objectives for accounting for financial
instruments.  Effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of FASB Statement No.
157, Fair Value
Measurements. No entity is permitted to apply the Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption. Early adoption of this standard is not expected to have
a material effect on the Company’s results of operations or its financial
position, but the Company is evaluating the Statement to determine what impact,
if any, it will have on the Company.





In
December 2007, the FASB issued SFAS 141(revised 2007), Business
Combinations (“SFAS 141R”). SFAS 141R will significantly change the
accounting for business combinations in a number of areas including the
treatment of contingent consideration, contingencies, acquisition costs,
IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in
a business combination after the measurement period will impact income tax
expense. SFAS 141R is effective for fiscal years beginning after
December 15, 2008.  The Company has not yet determined the
impact, if any, of SFAS 141R on its consolidated financial
statements.




In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51
(“SFAS 160”). SFAS 160 will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
(NCI) and classified as a component of equity. This new consolidation method
will significantly change the account with minority interest holders.
SFAS 160 is effective for fiscal years beginning after December 15,
2008. The Company has not yet determined the impact, if any, of SFAS 160 on
its consolidated financial statements.





NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION





Supplemental
disclosures of cash flow information for the Nine-months ended October 31, 2008
and the year ended January 31, 2008 is summarized as follows:





Cash paid
during the years for interest and income taxes:





Oct. 31, 2008
                      
                      
                      Jan. 31, 2008Interest
                      
                      $
                      154,230
                      
                      
                      $
                      139,175Income
      Taxes
                      
                      $
                      -
                      
                      
                      $
                      -





NOTE C—PROPERTY AND
EQUIPMENT





Property
and equipment consisted of the following as of January 31, 2008:





Asset
                        
                        Cost
                        
                        
                        Accumulated
                          Depreciation
                        
                        
                        Net Book ValueLand
                        
                        $
                        40,576
                        
                        
                        $
                        -
                        
                        
                        $
                        40,576Buildings
                        
                        
                        85,323
                        
                        
                        
                        4,812
                        
                        
                        
                        80,511Tools
      and Equipment
                        
                        
                        32,425
                        
                        
                        
                        17,202
                        
                        
                        
                        15,223Small
      Tools and Equipment
                        
                        
                        13,084
                        
                        
                        
                        7,586
                        
                        
                        
                        5,498Computer
      and Office Equipment
                        
                        
                        27,665
                        
                        
                        
                        11,692
                        
                        
                        
                        15,973Automobiles
                        
                        
                        32,179
                        
                        
                        
                        13,946
                        
                        
                        
                        18,233Leasehold
      Improvements
                        
                        
                        13,842
                        
                        
                        
                        3,465
                        
                        
                        
                        10,377Computer
      Hardware
                        
                        
                        5,614
                        
                        
                        
                        1,035
                        
                        
                        
                        4,579$
                        250,708
                        
                        
                        $
                        59,738
                        
                        
                        $
                        190,970




13





One half
of the depreciation is used in the year of acquisition.





NOTE D—INCOME
TAXES





For the
twelve month periods ended September 30, 2007 and 2006, prior to the
reverse-merger with Duratech, the Company incurred net operation losses and
accordingly, no provision for income taxes has been recorded.  In
addition, no benefit for income taxes has been recorded due to the uncertainty
of the realization of any tax assets.  At September 30, 2007, the
Company had approximately $2,972,040 of accumulated net operating
losses.  The net operating loss carry-forwards, if not utilized, will
begin to expire in 2022.





The
components of the Company’s deferred tax asset are as follows:





Twelve Month Period
                                
                                
                                Twelve Month PeriodEnded September 30
                                
                                
                                Ended September 302007
                                
                                
                                2006Federal
      and state income tax benefit
                                
                                $
                                1,040,214
                                
                                
                                $
                                864,783Change
      in valuation allowance on deferred tax assets
                                
                                
                                (1,040,214
                                )
                                
                                
                                (864,783
                                )Net
      deferred tax assets
                                
                                $
                                -
                                
                                
                                $
                                -





A
reconciliation between the amounts of income tax benefit determined by applying
the applicable U.S. and State statutory income tax rate to pre-tax loss is as
follows:





Twelve Month Period
                                
                                
                                Twelve Month PeriodEnded September 30
                                
                                
                                Ended September 302007
                                
                                
                                2006Federal
      and state statutory rate
                                
                                $
                                1,040,214
                                
                                
                                $
                                864,783Change
      in valuation allowance on deferred tax assets
                                
                                
                                (1,040,214
                                )
                                
                                
                                (864,783
                                )$
                                -
                                
                                
                                $
                                -





In
addition, the Company will have additional net operating loss carry-forwards for
its operations through September 17 prior to the completion of its share
exchange agreement with Duratech that are not reflected in the numbers
above.  See the Company’s 10-QSB for the period ending June 30, 2008
filed on August 13, 2008 for additional information.





The
Company’s principle subsidiary (Duratech Group Inc.) is subject to income taxes
on income arising in or derived from the tax jurisdiction in which it is
domiciled and operates (Canada).





NOTE E—NOTES
PAYABLE





Description
                          
                          Rate
                          
                          BalanceNote
      due September 30, 2017
                          
                          prime
      rate plus 1.5%
                          
                          $
                          185,362Note
      due October 31, 2008
                          
                          prime
      rate plus 2%
                          
                          $
                          101,030Bank
      and lease obligations
                          
                          Various
                          
                          $
                          154,012Demand
      Notes (Private loans)
                          
                          Various
                          
                          $
                          1,076,382Residential
      Line of Credit a
                          
                          Various
                          
                          $
                          1,073,384$
                          2,590,170




aThis is a
residential loan line of credit. Progress loans are available upon
satisfactory inspection.


14




NOTE F—FINISHED GOODS AND
WORK IN PROGRESS INVENTORY





Land
(finished goods) and residential spec home inventory is valued at the lower of
cost and net realizable value with the cost being determined on an actual cost
basis. Presold residential homes in work in Progress are recorded at the
difference between actual expenses incurred and expenses incurred to
date.





Raw
materials inventory is stated at the lowest cost, on first-in, first-out basis,
and net realizable value. Periodic inventory method is used for it
evaluation.





Inventories
are as follows:





Raw
      Materials
                      
                      $
                      16,923Work
      in Progress
                      
                      $
                      2,121,391Finished
      Goods
                      
                      $
                      626,712$
                      2,765,026





NOTE G—SEGMENT
REPORTING





The
Company operates in one major industry segment – construction of
homes.  Substantially all of the Company’s identifiable assets and
operations at October 31, 2008 were located in Alberta, Canada





The
accounting policies used for segment reporting are the same as those described
in Note A “Summary of Significant Accounting Policies.”





NOTE
H—EQUITY





OUTSTANDING
SHARE DATA





The
outstanding share data as at October 31, 2008 and September 30, 2007 is as
follows:




Number
      of sharesoutstanding2008
                    
                    
                    2007Common
      shares
                    
                    
                    73,719,666
                    
                    
                    
                    22,170,324Options
      to purchase common shares
                    
                    
                    870,000
                    
                    
                    
                    1,120,000Warrants
      to purchase common shares
                    
                    
                    2,360,000
                    
                    
                    
                    2,360,000Debentures
      convertible to common shares
                    
                    
                    -
                    
                    
                    
                    -Accrued
      interest convertible to common shares
                    
                    
                    -
                    
                    
                    
                    -




Shares Issued from Share
Exchange Agreement





The
following common shares were issued to Duratech Shareholders following the
closing of the Share Exchange Agreement on September 17, 2008:





Janet Van Hierden
                    
                    
                    6,387,729Jason
      Van Hierden
                    
                    
                    580,703Peter
      Van Hierden
                    
                    
                    41,255,711Brendon
      Van Hierden
                    
                    
                    116,141George
      Sawatzky
                    
                    
                    2,009,058Total
                    
                    
                    50,349,342


15


Stock
Plan




On
November 2, 2006 the Board of Directors of UpSNAP, Inc. approved a 2006 Omnibus
Stock and Incentive Plan. The Plan made four million (4,000,000) shares, either
unissued or reacquired by the Company, available for awards of either options,
stock appreciation rights, restricted stocks, other stock grants, or any
combination thereof. Eligible recipients include employees, officers,
consultants, advisors and directors. Options granted generally have a ten-year
term and vest over four years from the date of grant. Certain of the stock
options granted under the Plan have been granted pursuant to various stock
option agreements. Each stock option agreement contains specific terms. The
Board of Directors increased the size of the Plan to seven and one half million
(7,500,000) total shares on August 8, 2007, which was ratified by stockholders
in September 2007.





Stock-Based
Compensation





Under the
fair value recognition provisions of SFAS No. 123(R), stock-based
compensation cost is estimated at the grant date based on the fair value of the
award and is recognized as expense over the requisite service period of the
award. The Company has awarded stock-based compensation both as restricted stock
and stock options.





We use
the Black-Scholes option valuation model to value option awards under SFAS
No. 123(R). The Company currently has awards outstanding with only service
conditions and graded-vesting features. We recognize compensation cost on a
straight-line basis over the requisite service period.




Unrecognized
stock-based compensation expense expected to be recognized over an estimated
weighted-average amortization period of 2.4 years was approximately $151,357 at
October 31, 2008.





Time-Based Stock
Awards




The fair
value of each time-based award is estimated on the date of grant using the
Black-Scholes option valuation model, which uses the assumptions described
below. Our weighted-average assumptions used in the Black-Scholes valuation
model for equity awards with time-based vesting provisions granted during the
quarter ended October 31, 2008 are shown in the following table:




Expected
      volatility
                        
                        
                        70.0
                        %Expected
      dividends
                        
                        
                        0
                        %Expected
      terms
                        
                        6.0
      -6.25 yearsPre-vesting
      forfeiture rate
                        
                        
                        50
                        %Risk-free
      interest rate
                        
                        
                        4.45%
      – 4.76
                        %




The
expected volatility rate was estimated based on historical volatility of the
Company’s common stock over approximately the seventeen month period since the
reverse merger and comparison to the volatility of similar size companies in the
similar industry. The expected term was estimated based on a simplified method,
as allowed under SEC Staff Accounting Bulletin No. 107, averaging the
vesting term and original contractual term. The risk-free interest rate for
periods within the contractual life of the option is based on U.S. Treasury
securities. The pre-vesting forfeiture rate was based upon plan to date
experience. As required under SFAS No. 123(R), we will adjust the estimated
forfeiture rate to our actual experience. Management will continue to assess the
assumptions and methodologies used to calculate estimated fair value of
share-based compensation. Circumstances may change and additional data may
become available over time, which could result in changes to these assumptions
and methodologies, and thereby materially impact our fair value
determination.


16


A summary
of the time-based stock awards as of October 31, 2008, and changes during the
quarter ended October 31, 2008, is as follows:




Shares
                                                          
                                                          
                                                          Weighted
                                                            Average
                                                            Exercise PriceOutstanding
      at June 30, 2008
                                                          
                                                          
                                                          2,
      570,000
                                                          
                                                          
                                                          $
                                                          0.100Granted
                                                          
                                                          
                                                          0
                                                          
                                                          
                                                          $
                                                          -Forfeited
      or expired
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          $
                                                          -Outstanding
      October 31, 2008
                                                          
                                                          
                                                          2,570,000
                                                          
                                                          
                                                          $
                                                          0.100Exercisable
      at October 31, 2008
                                                          
                                                          
                                                          2,570,000
                                                          
                                                          
                                                          $
                                                          0.100




The
following tables summarize information about fixed stock options outstanding and
exercisable at October 31, 2008:




Stock Options OutstandingWeightedNumber of
                                              
                                              
                                              AverageShares
                                              
                                              
                                              Contractual LifeRange
      of Exercise Prices
                                              
                                              Outstanding
                                              
                                              
                                              in
      Years$
                                              0.100
                                              
                                              
                                              400,000
                                              
                                              
                                              
                                              8.83$
                                              0.100
                                              
                                              
                                              300,000
                                              
                                              
                                              
                                              8.92$
                                              0.100
                                              
                                              
                                              170,000
                                              
                                              
                                              
                                              9.92$
                                              0.100
                                              
                                              
                                              1,700,000
                                              
                                              
                                              
                                              10.002,570,000
                                              
                                              
                                              
                                              9.69




Stock Options ExercisableNumber of
                                  
                                  
                                  WeightedShares
                                  
                                  
                                  AverageRange of Exercise Prices
                                  
                                  Exercisable
                                  
                                  
                                  Exercise Price$
                                  0.100
                                  
                                  
                                  2,570,000
                                  
                                  
                                  $
                                  0.100$
                                  
                                  
                                  
                                  
                                  
                                  $$
                                  
                                  
                                  
                                  
                                  
                                  $2,570,000
 The
exercise price of stock options granted during the Nine months ended October 31,
2008 was equal to the market price of the underlying common stock on the grant
date.





There was
no aggregate intrinsic value as of October 31, 2008. Intrinsic value represents
the pretax value (the period’s closing market price, less the exercise price,
times the number of in-the-money options) that would have been received by all
option holders had they exercised their options at the end of the
period.


17





Warrants





The
Company has recorded the warrant instruments as equity in accordance with SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activity, paragraph
11(a), and EITF 00-19, Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company's Own Stock.




A summary
of warrant activity for the nine month period ended October 31, 2008 is as
follows:




Series
B




Number of
                                    Warrants
                                  
                                  
                                  Weighted-
                                    Average
                                    Exercise
                                    Price
                                  
                                  
                                  Warrants
                                    Exercisable
                                  
                                  
                                  Weighted-Average
                                    Exercise
                                    PriceOutstanding,
      September 30, 2007
                                  
                                  
                                  1,800,000
                                  
                                  
                                  $
                                  1.10
                                  
                                  
                                  
                                  1,800,000
                                  
                                  
                                  $
                                  1.10Granted
                                  
                                  
                                  -Expired
                                  
                                  
                                  -Exercised
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -Outstanding,
      October 31, 2008
                                  
                                  
                                  1,800,000
                                  
                                  
                                  $
                                  1.10
                                  
                                  
                                  
                                  1,800,000
                                  
                                  
                                  $
                                  1.10




Viant




Number of
                                        Warrants
                                      
                                      
                                      Weighted-
                                        Average
                                        Exercise
                                        Price
                                      
                                      
                                      Warrants
                                        Exercisable
                                      
                                      
                                      Weighted-
                                        Average
                                        Exercise
                                        PriceOutstanding,
      September 30, 2007
                                      
                                      
                                      560,000
                                      
                                      
                                      $
                                      0.90
                                      
                                      
                                      
                                      560,000
                                      
                                      
                                      $
                                      0.90Granted
                                      
                                      
                                      -Exercised
                                      
                                      
                                      -Outstanding,
      October 31, 2008
                                      
                                      
                                      560,000
                                      
                                      
                                      $
                                      0.90
                                      
                                      
                                      
                                      560,000
                                      
                                      
                                      $
                                      0.90




At
October 31, 2008, the range of warrant prices for shares under warrants and the
weighted-average remaining contractual life is as follows:





Warrants
      Outstanding
                                                          
                                                          
                                                          Warrants
      ExercisableWeighted-Weighted-
                                                          
                                                          
                                                          Average
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          Weighted-Range
      of
                                                          
                                                          
                                                          
                                                          
                                                          Average
                                                          
                                                          
                                                          Remaining
                                                          
                                                          
                                                          Number
                                                          
                                                          
                                                          AverageWarrant
                                                          
                                                          Number
      of
                                                          
                                                          
                                                          Exercise
                                                          
                                                          
                                                          Contractual
                                                          
                                                          
                                                          Of
                                                          
                                                          
                                                          ExerciseExercise
      Price
                                                          
                                                          Warrants
                                                          
                                                          
                                                          Price
                                                          
                                                          
                                                          Life
                                                          
                                                          
                                                          Warrants
                                                          
                                                          
                                                          Price$
                                                          1.10
                                                          
                                                          
                                                          1,800,000
                                                          
                                                          
                                                          $
                                                          1.10
                                                          
                                                          
                                                          
                                                          2.53
                                                          
                                                          
                                                          
                                                          1,800,000
                                                          
                                                          
                                                          $
                                                          1.10$
                                                          0.90
                                                          
                                                          
                                                          560,000
                                                          
                                                          
                                                          $
                                                          0.90
                                                          
                                                          
                                                          
                                                          2.62
                                                          
                                                          
                                                          
                                                          560,000
                                                          
                                                          
                                                          $
                                                          0.902,360,000
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          2,360,000




The
Company may from time to time reduce the exercise price for any of the warrants
either permanently or for a limited period or extend their expiration
date.


18





NOTE
I—COMMITMENTS/LEASES





As of
October 31, 2008, the company had commitments for the acquisition of residential
lots and land. The company had paid non-refundable deposits $ 26,983. This
deposit is included in Accounts receivable.





NOTE J—RELATED
PARTIES





The
Company has an outstanding amount Due to a shareholder in the amount of
$81,299.  This outstanding amount is due upon demand, is unsecured and
does not bear an interest rate.  Mr Van Hierden converted a prior loan
to the company into equity in Duratech prior to the reverse-merger with the
Company.





NOTE K—GOING
CONCERN





As shown
in the accompanying financial statements, the Company had a loss for the
Nine-months ended October 31, 2008.  During the years ended January
31, 2008 and 2007, the Company had a net loss of $104,735 and a net profit of
$51,746 respectively. The Company has a net deficiency of $683,437.





Management
believes that actions presently being taken to win more contracts, raise equity
capital, seek strategic relationships and alliances, and build its marketing
efforts to generate positive cash flow provide the means for the Company to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.


19


ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





All
references to the “Company,” “we,” “our” and “us” for periods prior to the
closing of the Share Exchange refer to the Registrant, and references to the
“Company,” “we,” “our” and “us” for periods subsequent to the closing of the
Share Exchange refer to the Registrant and its subsidiaries.





The
following discussion highlights the principal factors that have affected our
financial condition and results of operations as well as our liquidity and
capital resources for the periods described. This discussion contains
forward-looking statements. Please see “Special cautionary statement concerning
forward-looking statements” and “Risk factors” for a discussion of the
uncertainties, risks and assumptions associated with these forward-looking
statements. The operating results for the periods presented were not
significantly affected by inflation.





HISTORY
AND BACKGROUND




UpSNAP
USA Inc. was founded in April 2004 as a mobile search engine using text
messaging and pay-per-call advertising. The mobile search engine helps consumers
find merchants, content and local services from their mobile
handset.   During 2004, the company developed its intellectual
property platform, and was occupied almost solely with research and
development.





On
November 15, 2005, UpSNAP USA completed a reverse acquisition transaction with
Manu Forti Group, Inc., or “Manu Forti” a Nevada corporation that had been
formed in July 25, 2003. In connection with the reverse acquisition transaction,
UpSNAP USA, Inc. became a wholly-owned subsidiary and the name was changed from
Manu Forti Group Inc. to UpSNAP, Inc. The original business plan of Manu
Forti was to explore mineral property in British Columbia. In the summer of 2005
Manu Forti decided that it would not be successful in that endeavor.
Accordingly, Manu Forti wound down the mineral exploration business and became a
shell company and sought out acquisition targets.




Over the
past few years the Company has sustained continued financial losses and revenue
declines as its business has grown more competitive, it has not been able to
raise additional capital to expand its operations, it has recent concerns about
obligations to its creditors and its continuation as a going concern, and
subsequent to the termination of the proposed merger transaction with Mobile
Greetings, Inc., it has explored various financing and acquisition
alternatives.




In
August, 2008, the management of the Registrant determined that it was in the
best interests of the stockholders of the Registrant to agree to the Share
Exchange and acquire Duratech Group Inc., a Canadian company that is engaged in
the construction and manufacturing of homes in Alberta and Saskatchewan,
Canada.  As part of the reverse merger, the Registrant will cease
engaging in the mobile information search services business. As a result of the
Share Exchange, Duratech Group Inc. has become a majority-owned subsidiary of
the Registrant.  Based upon management’s review of alternatives, the
Share Exchange Agreement and the Asset Purchase Agreement present the most
viable present possibility for future enhancement of shareholder value and for
payment of creditors.





The
financial results summarized below are based on the Duratech Group Inc.
unaudited balance sheet as of October 31, 2008 and related unaudited statements
of operations and retained earnings for the Three and Nine-Months and statements
of cash flows for the Nine-Months ended October 31, 2008.  For
additional information on Duratech Group Inc. see the Company’s Current Report
on Form 8-K filed on September 24, 2008 with audited financial statements of
Duratech Group Inc. and the notes thereto for the period ending January 31,
2008.





SHARE
EXCHANGE AND ASSET PURCHASE





The Share Exchange Agreement:On August 29, 2008, UpSnap Inc. (the “Registrant”) entered into a Share
Exchange Agreement (the “Share Exchange Agreement”) by and among the Registrant;
Tony Philipp, an officer, director and shareholder of Registrant
(“Philipp”); Duratech Group Inc., an Alberta, Canada corporation (“Duratech”)
and the shareholders of Duratech (“Duratech Shareholders”), including Peter Van
Hierden, a citizen of Alberta, Canada and owner directly or indirectly of
approximately 96% of the share capital of Duratech (“Van
Hierden”).


20


Upon
closing of the share exchange transaction (the “Share Exchange”) on September
17, 2008, the Duratech Shareholders transferred all of their shares of common
stock in Duratech to the Registrant in exchange for an agreement to issue to
them an aggregate of 50,349,342 shares of Common Stock of the
Registrant, resulting in Duratech becoming a majority owned subsidiary of
the Registrant. In addition, P&R Gateway Developments Inc. and 1371009
Alberta Ltd., fifty percent (50%) owned joint venture companies of Duratech
became indirectly controlled by the Registrant.





As part
of the Share Exchange, the Duratech Shareholders were issued options to purchase
18,950,334 shares of the Registrant’s Common Stock in substitution for options
to purchase 2,235,610 shares of Duratech common stock which they owned prior to
the transaction. In order to facilitate the exercise of these new options, the
Registrant has agreed to hold 18,950,334 shares of Common Stock in reserve, and
instead issue the balance of 50,349,342 shares to the Duratech Shareholders pro
rata pursuant to the Share Exchange Agreement.





The
shares of Duratech common stock, par value $0.05 per share, are validly issued,
fully paid, and nonassessable, and represent one hundred percent (100%) of the
common equity ownership of Duratech, and the Duratech Shareholders are the sole
record and beneficial owners thereof. The Duratech common stock represents
sixty-five percent (65%) of the issued and outstanding equity capitalization of
Duratech, with the other thirty-five percent (35%) consisting of two series of
preferred stock, one currently issued to three individuals and outstanding, and
the other issued to Van Hierden and Duratech Shareholders on the Closing Date
(as defined in the Share Exchange Agreement). Both of the series have a par
value of $1.00 per share. The first series, which is currently outstanding and
consists of 158,096 shares of Preferred Non-Voting stock, and has a $1.00
liquidation preference, is not entitled to any dividend or conversion privilege,
and is to be liquidated in three years. The second series, which is a new series
issued to Van Hierden and Duratech Shareholders as of the Closing Date, consists
of 3,198,362 shares of preferred stock and is entitled to one vote per share,
has a $1.00 liquidation preference and is not be entitled to any dividend or
conversion privilege. In addition, holders of options to purchase Duratech
common stock were granted options to purchase an additional 1,203,790 shares of
this second series of preferred stock.  All of the outstanding
Duratech share capital was offered and sold in accordance with applicable
Canadian and United States Federal and local securities laws.





Also, as
mentioned above, in connection with the Share Exchange, a total of 2,235,610
options to purchase Duratech common stock were converted into 18,950,334 options
to purchase common stock of the Registrant, calculated according to an agreed
upon formula. This will enable the Duratech Shareholders to transfer one hundred
percent (100%) of the common ownership of Duratech to the Registrant. These
options are included in the 69,299,676 shares referenced above.





After the
consummation of the transactions contemplated by the Share Exchange Agreement,
the Registrant, on the day after the Closing Date, consummated the sale of its
assets related to its mobile information search services, subject to assumption
and payment of all of the Registrant’s liabilities related to periods prior to
the closing, to UpSnap Services, LLC, a North Carolina limited liability
corporation (“UpSnap Services”), which is owned by Philipp, pursuant to an Asset
Purchase Agreement dated as of August 29, 2008 (the “Asset Purchase
Agreement”).





The Asset Purchase: On August
29, 2008, the Registrant entered into the Asset Purchase Agreement with Philip,
UpSnap Services and the Company. After the consummation of the transactions
contemplated by the Share Exchange Agreement, the Company transferred its assets
related to its mobile information search services, subject to assumption and
payment of all of the Company’s liabilities related to periods prior to the
closing, to UpSnap Services, which is owned by Philipp, pursuant to an Asset
Purchase Agreement dated as of August 29, 2008.





Pursuant
to the Share Exchange Agreement and the Asset Purchase Agreement, Philipp has
agreed, among other things, to indemnify and hold harmless the Registrant from
and against all liabilities as of the Closing Date up to $200,000. As part of
the Asset Purchase Agreement, the Registrant contributed $130,000 to UpSnap
Services at Closing (as defined in the Asset Purchase Agreement) solely toward
the payment and discharge of the Assumed Liabilities (as defined in the Asset
Purchase Agreement). The $130,000 contribution is not to be used to pay any of
Philipp’s advances to the Registrant or his accrued salary. Duratech funded this
$130,000 capital contribution by wire transfer of $130,000 to the Registrant on
the Closing Date. The Asset Purchase Agreement was approved by a majority of the
Board of Directors, with Philipp abstaining, in accordance with Nevada Revised
Statutes 78.140.


21


In
addition, pursuant to the terms and conditions of the Share Exchange
Agreement:





·
            On
      the Closing Date, the current officers of the Registrant resigned from
      such positions and Peter Van Hierden was appointed as Chief Executive
      Officer and Richard von Gnechten as Chief Financial
    Officer;


·
            On
      the Closing Date, Mark McDowell resigned from his position as director of
      the Registrant and Peter Van Hierden was appointed to fill the vacancy,
      Tony Philip resigned as a director of the Registrant effective following
      the expiration of the required ten (10) day transmittal notification to
      the stockholders under Regulation 14f-1 of the Securities Exchange Act,
      which notice was effected by the mailing of an Information Statement to
      shareholders, at which time Robert Lundgren was appointed as a director,
      and Richard von Gnechten remained as a director following
      closing;


·
            On
      the Closing Date, the Registrant paid and satisfied all of its
      “liabilities,” as such term is defined by U.S. GAAP as of the
      closing;


·
            As
      of the day after the Closing, the parties consummated the transactions
      contemplated by the Asset Purchase
Agreement.





As of the
date of the Share Exchange Agreement there were no material relationships
between the Registrant or any of its affiliates and the Duratech Subsidiaries,
or Duratech, other than in respect of the Share Exchange, except that Richard
von Gnecthen is employed by Global Kingdom Finance Co., an affiliate of Duratech
and he is also a member of the Board of Directors of the
Registrant.





Accounting Treatment; Change of
Control. The Share Exchange is being accounted for as a “reverse merger,”
since the Duratech Shareholders own a majority of the outstanding shares of the
Registrant’s common stock immediately following the Share Exchange and Asset
Purchase. Duratech is deemed to be the acquirer in the reverse merger.
Consequently, the assets and liabilities and the historical operations that are
reflected in the financial statements prior to the Share Exchange are those of
Duratech and are recorded at the historical cost basis of Duratech, and the
consolidated financial statements after completion of the Share Exchange include
the assets and liabilities of the Registrant and Duratech, historical operations
of Duratech, and operations of the Registrant from the closing date of the Share
Exchange. Except as described in the previous paragraphs, no arrangements or
understandings exist among present or former controlling stockholders with
respect to the election of members of the Company’s board of directors and, to
our knowledge, no other arrangements exist that might result in a change of
control of the Company. Further, as a result of the issuance of the shares of
the Registrant’s common stock pursuant to the Share Exchange, a change in
control of the Company occurred on the date of consummation of the Share
Exchange and Asset Purchase. The Registrant will continue to be a “smaller
reporting company,” as defined under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), following the Share Exchange and Asset
Purchase.





The
foregoing description of the Share Exchange Agreement and the Asset Purchase
Agreement do not purport to be complete and is qualified in its entirety by
reference to the complete text of the Share Exchange Agreement, which is filed
as Exhibit 2.1 and the complete text of the Asset Purchase Agreement, which is
filed as Exhibit 2.2 to a Form 8-K filed with the Commission on September 24,
2008, both of which are incorporated herein by reference.





EXECUTIVE
OVERVIEW AND STRATEGY OF DURATECH GROUP INC.





UpSnap’s
principle subsidiary, Duratech Group Inc. (“Duratech”), was founded as Duratech
Contracting on December 18, 2002 as a small homebuilding company constructing
about 5 homes a year until Peter Van Hierden (“Van Hierden”) bought out the
majority partners and took control of the operations in July,
2007.  Shortly thereafter, Mr. Van Hierden identified a synergistic
opportunity to acquire a modular oil camp factory which was also in distress and
acquired the company in July, 2007.  Since that time management has
been able to turn both these operations around and now seeks to grow the company
organically and through additional acquisitions.  Duratech changed its
name from Duratech Contracting to Duratech Group Inc. in August,
2008.





Duratech’s
principle operations are building manufactured and stick-built homes and modular
oil camps in Alberta and Saskatchewan, Canada which are experiencing very rapid
growth primarily because of commodities such as oil, uranium and diverse
mining.





On
September 17, 2008, Duratech completed a reverse merger transaction with UpSnap,
Inc. (“UpSnap”), a Nevada corporation that was formed on July 25,
2003.  In connection with the reverse merger, Duratech became a
wholly-owned subsidiary of UpSnap, and the Duratech Shareholders acquired
control of UpSnap.  The Registrant expects to change the company’s
name from UpSnap Inc. to Duratech Group Inc. as soon as the filings can be
completed.


22


SUMMARY
OF OPERATIONS





Duratech
manufactures and builds homes and modular sites for its marketplace, principally
Alberta and Saskatchewan.  The Company has four principal products
that it offers: First, the company builds on-site conventional homes; second,
the company builds ready-to-move (RTM) homes in factories and brings them on
foundations to sell to end users; third, the company builds modular camp sites
for the oil mining industry; and fourth, the company buys and moves modular and
manufactured homes from the United States where markets have been depressed and
homes can be bought at discount prices.





STRATEGY
FOR GROWTH





Duratech
has two principal strategies for growth: 1) build construction for its existing
marketplace and 2) expand through strategic acquisitions both in its existing
market and the United States.





Build Existing
Market:





In its
existing marketplace, Duratech supplies the four principal products previously
described. Given its competitive advantages in these product areas and the
strong growth prospects within Alberta and Saskatchewan, the Company believes
that it will be able to grow its four product lines within its existing
marketplace.





Expand through Strategic
Acquisitions:





In
addition to expanding its existing operations in its existing market, Duratech
fully expects to leverage its operational success and the experience of its
Chairman, CEO and largest shareholder, Peter Van Hierden, to pursue attractive
and strategic acquisition targets within its existing market and also in the
United States where the real estate market offers many potential opportunities
(principally businesses with revenues of $750,000 to $10 million and profits of
$250,000 to $3 million).  Mr. Van Hierden has been an entrepreneur for
30 years and has successfully turned around (the profitability from a loss to a
profit) six corporations in the past 15 years ranging in size from $1 to $30
million.





COMPANY
MARKETS:





Duratech’s
existing markets are Alberta and Saskatchewan, Canada, which have experienced
tremendous growth. Alberta is a business friendly province with the lowest tax
load of any province in Canada, including no provincial retail tax. Alberta has
massive oil reserves with some estimates as high as 1.3 trillion barrels of oil.
Canada has not suffered from the US subprime debacle in which homes were
financed at high debt levels for buyers that could not afford them, because of
its strong economy and government regulations which prevent homes to be
mortgaged beyond 80% without having mortgage guarantees, thus foreclosures are
rare.





PROPERTY





The
company’s headquarters is located at #1 2930 9th Avenue
North, Lethbridge, Alberta, Canada T1H 5E4 and is comprised of 1,100 square feet
of office space and 27,000 square feet of plant.





The
Company also has a plant in Cardston, Alberta, Canada located at 855 2nd Avenue
E, which is comprised of 38,000 square feet and a Calgary, Alberta, Canada
office located at 95 Sandringham Way NW, comprised of 1,000 square
feet.





FORWARD-LOOKING
STATEMENTS





This
Current Report on Form 8-K contains forward-looking statements.  To the
extent that any statements made in this Report contain information that is not
historical, these statements are essentially forward-looking.
 Forward-looking statements can be identified by the use of words such as
“expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,”
“intends,” “estimates,” and other words of similar meaning. These statements are
subject to risks and uncertainties that cannot be predicted or quantified and,
consequently, actual results may differ materially from those expressed or
implied by such forward-looking statements. Such risks and uncertainties are
outlined in “Risk Factors” and include, without limitation, the Company’s
ability to raise additional capital to finance the Company’s activities; the
effectiveness, profitability, and the marketability of its products; legal and
regulatory risks associated with the Share Exchange; the future trading of the
common stock of the Company; the ability of the Company to operate as a public
company; the Company’s ability to protect its proprietary information; general
economic and business conditions; the volatility of the Company’s operating
results and financial condition; the Company’s ability to attract or retain
qualified senior management personnel and research and development staff; and
other risks detailed from time to time in the Company’s filings with the SEC, or
otherwise.


23


Information
regarding market and industry statistics contained in this Report is included
based on information available to the Company that it believes is accurate. It
is generally based on industry and other publications that are not produced for
purposes of securities offerings or economic analysis. The Company has not
reviewed or included data from all sources, and cannot assure investors of the
accuracy or completeness of the data included in this Report. Forecasts and
other forward-looking information obtained from these sources are subject to the
same qualifications and the additional uncertainties accompanying any estimates
of future market size, revenue and market acceptance of products and services.
The Company does not undertake any obligation to publicly update any
forward-looking statements. As a result, investors should not place undue
reliance on these forward-looking statements.





The
financial results summarized below are based on the Duratech Group Inc.
unaudited balance sheet as of October 31, 2008 and related unaudited statements
of operations and retained earnings for the Three and Nine-Months ended October
31, 2008.  For additional information on Duratech Group Inc. see the
Company’s Current Report on Form 8-k filed on September 24, 2008 with audited
financial statements of Duratech Group Inc. and the notes thereto for the period
ending January 31, 2008.





RESULTS OF OPERATIONS FOR
THE QUARTER AND NINE-MONTHS ENDED OCTOBER 31, 2008





Revenues. Revenues for the
Quarter ended October 31, 2008 were $2.238 million and for the Nine-months
$4,278,661 as compared to revenues for the fiscal year ended January 31, 2008 of
$4.97 million. The increase in revenues is principally attributable to the
growth in housing sales and the acquisition and growth of its Duratech
Structures division.  The company has seen some moderation of housing
sales as a result of the global economic slow-down and would expect future
growth to come principally from acquisitions.





Gross Profit. The Gross
profit for the Quarter and Nine-months ended October 31, 2008 were $861,520 and
$1,420,739 respectively.  The Gross profit for the 2008 fiscal year
ended January 31, 2008 was $858,572 and for the 2007 fiscal year of $579,617.
The increase in gross profit is attributable to an increase in sales of the
company as described above.





Selling, General and Administrative
Expenses. Selling, general and administrative expenses for the Quarter
and Nine-months ended October 31, 2008 were $231,398 and $600,443
respectively.  Selling, general and administrative expenses for the
2008 fiscal year ended January 31, 2008 were $306,199 and for the 2007 fiscal
year of $123,495.  The increase in the current year was principally
due to transition costs associated with turning-around and expanding its core
business and in acquiring and turning around the Duratech Structures
division.





Payroll Expense. Payroll
expenses for the Quarter and Nine-months ended October 31, 2008 were $528,454
and $1,201,732 respectively.  Payroll expense for the 2008 fiscal year
ended January 31, 2008 were $489,321 and for the 2007 fiscal year expense of
$349,145.  The increase was principally due to an increase in business
operations at Duratech Contracting division and Duratech Structures
division.  As a result of the moderation in housing sales due to the
global economic slow-down, the Company has reduced its overhead to be more
streamlined.





Other Expenses. Bad debt
expense for the Quarter and Nine-months ended October 31, 2008 were
insignificant.  Bad debt expense for the 2008 fiscal year ended
January 31, 2008 was $3,746 and none for the same period in the prior year;
Interest expense for the Quarter and Nine-months ended October 31, 2008 were
$70,841 and $154,230 respectively.  Interest expense for the 2008
fiscal year ended January 31, 2008 was $139,175 and for the 2007 fiscal year
$49,937.  The increase is due to larger borrowings associated with
more houses under construction; and depreciation and amortization expense for
2008 was $21,598 compared to $9,742 for the 2007 fiscal year due to greater
property plant and equipment associated with larger operations.





Net Other Income. Net other
income for the Quarter and Nine-month ended October 31, 2008 was $2,851 and
$3,806 respectively.  Net other income for the 2008 fiscal year ended
January 31, 2008 was $2,600 compared to $6,551 for the 2007 fiscal year. The
reason for the difference in the current year and prior fiscal year versus 2007
is the one-time gain on disposal of $6,234 that occurred in
2007.


24


Net Income. The Company had a
net profit from continued operations of $33,361 for the Quarter ended October
31, 2008 and a net loss of $532,180 for the Nine-months ended October 31,
2008.  The Company had a net loss for the 2008 fiscal year ended
January 31, 2008 of $98,867 and net income for the 2007 fiscal year of $53,849.
The decrease for the Nine-months is attributable to the increase in selling,
general and administrative expenses in 2008 and acquisition and turn-around
costs. The results for the Quarter show that the company has made progress in
generating profits from sales and gotten past the higher costs of the
acquisition and turn-around.  While the Company does expect to
continue generating profits from the production and sales of houses, it is
uncertain what overall impact the global economic slow-down and reduction in oil
prices will have on the Alberta and Saskatchewan markets.  The Company
has reduced its overhead in anticipation that the slow-down will impact
operating profits and the Company is seeking new acquisition opportunities that
this same market may create.





Foreign Currency
Gains/Losses. Because the Company operates in Alberta and Saskatchewan,
Canada, the company does incur foreign currency gains/losses for US GAAP
reporting purposes. The Company incurred a gain on currency conversion of
$47,898 for the Nine-months ended October 31, 2008 and a loss of $2,684 for the
Quarter ended October 31, 2008.  The Company had a loss $5,868 for the
2008 fiscal year ended January 31, 2008 and a loss of $2,103 for the 2007 fiscal
year.  The Company cannot predict what will happen going forward with
the exchange rate between the Canadian dollar and United States
dollar.  Historically the exchange rate has been pretty close to 1;
however, recently with the economic slow-down and reduction in oil prices, the
exchange rate has gone down as low as 0.75 per US$.





Liquidity
and Capital Resources





As of
October 31, 2008 and January 31, 2008, cash and cash equivalents totaled $0. The
net cash used in operations for the Nine-months ended October 31, 2008 was
$464,547 which reflects the net loss of $484,282 and increase in inventories
offset by an increase in Customer Deposits for existing projects and increase in
payables and other accrued liabilities.  The net cash used in
investing activities of $1,124,337 was mainly due to investments made by Company
in the reverse-merge, acquisition of Duratech Structures (f/k/a Jobsite
Structures), additions to property, plant and equipment and investments in its
joint venture operation.  The Company financed these operating and
investment uses through shareholder investments, private loans and long-term
debt which provided $1,588,884 in financing for the Nine-months ended October
31, 2008.  The Company has good banking relations and friendly
investors that thus far have been responsive to the company’s needs, but in
light of the global economic slow-down the Company cannot guarantee that such
funding will continue to be available going forward.





While the
Company has a negative working capital as of October 31, 2008, the Company
believes that it should not have any problem collecting its Accounts Receivable
of $653,344 and Other Receivable of $130,476 and believes that over time it
should be able to continue to sell its inventory of $2,765,026 to generate
positive cash flow.  The Company’s Accounts Payable has increased as a
result of the increase in projects and slow-down in the economy.  The
Company does obtain Customer Deposits and collaterized loans on homes and
modular projects as a means of ensuring cash flow for its production costs and
the Company has every reason to believe that such funding will be available
going forward despite the economic slow-down, however, the Company cannot
guarantee that such resources will always be available.  The Company
continues to explore potential acquisition opportunities and also the potential
to raise funds through a Private Placement Memorandum in conjunction with such
activity.





Cautionary
Factors That May Affect Future Results





This
Current Report on Form 8-K and other written reports and oral statements made
from time to time by the Company may contain so-called “forward-looking
statements,” all of which are subject to risks and uncertainties.  One can
identify these forward-looking statements by their use of words such as
“expects,” “plans,” “will,” “estimates,” “forecasts,” “projects” and other words
of similar meaning. One can identify them by the fact that they do not relate
strictly to historical or current facts. These statements are likely to address
the Company’s growth strategy, financial results and product and development
programs. One must carefully consider any such statement and should understand
that many factors could cause actual results to differ from the Company’s
forward-looking statements. These factors include inaccurate assumptions and a
broad variety of other risks and uncertainties, including some that are known
and some that are not. No forward-looking statement can be guaranteed and actual
future results may vary materially.


25





The
Company does not assume the obligation to update any forward-looking statement.
One should carefully evaluate such statements in light of factors described in
UpSnap’s filings with the SEC, especially on Forms 10-KSB, 10-QSB and 8-K.
Listed below are some important factors that could cause actual results to
differ from expected or historic results. One should understand that it is not
possible to predict or identify all such factors.  Consequently, the reader
should not consider any such list to be a complete list of all potential risks
or uncertainties.





Risk
Factors





Investing
in the Company’s common stock involves a high degree of risk. Prospective
investors should carefully consider the risks described below, together with all
of the other information included or referred to in this Current Report on Form
8-K, before purchasing shares of the Company’s common stock. There are numerous
and varied risks, known and unknown, that may prevent the Registrant from
achieving its goals. The risks described below are not the only ones the Company
will face. If any of these risks actually occurs, the Company’s business,
financial condition or results of operation may be materially adversely
affected. In such case, the trading price of the Registrant’s common stock could
decline and investors in the Company’s common stock could lose all or part of
their investment. The risks and uncertainties described below are not exclusive
and are intended to reflect the material risks that are specific to the Company,
material risks related to the Company’s industry and material risks related to
companies that undertake a public offering or seek to maintain a class of
securities that is registered or traded on any exchange or over-the-counter
market.





The
Company’s future revenues will be derived from the production of ready-to-move
homes, modular units and building of site-built homes and acquisition and sale
of manufactured homes produced in the United States.  There are numerous
risks, known and unknown, that may prevent the Company from achieving its goals
including, but not limited to, those described below. Additional unknown risks
may also impair the Company’s financial performance and business operations. The
Company’s business, financial condition and/or results of operations may be
materially adversely affected by the nature and impact of these risks.  In
such case, the market value of the Company’s securities could be detrimentally
affected, and investors may lose part or all of their investment. Please refer
to the information contained under “Business” in this report for further details
pertaining to the Company’s business and financial condition.





Risks
Related To Our Company





Our
business has posted net operating losses, has limited operating history and will
need capital to grow and finance its operations. For the investor, potential
adverse effects of this include failure of the company to continue as a going
concern. Our auditors have expressed substantial doubt about our ability to
continue as a going concern.





From the
inception of our operating subsidiary, Duratech Group Inc., until October 31,
2008, the Company has had accumulated net losses of $199,368. Our auditors have
raised substantial doubt about our ability to continue as a going concern due to
accumulated losses from operations and net deficiency. Mr. Peter Van Hierden
acquired the company in July, 2007 and then quickly acquired another struggling
company the same month. While Mr. Van Hierden and management have consolidated
both entities, made substantial improvements to turn-around operations and put
the company on a growth path going forward, there is no guarantee that these
operations will be successful and will not continue to incur losses. The Company
has limited operating history and is essentially an early-stage operation. The
Company will continue to be dependent on having access to working capital that
will allow it to finance operations during its growth period. Continued net
operating losses together with limited working capital make investing in our
company a high-risk proposal. The adverse effects of a limited operating history
include reduced management visibility into forward sales, marketing costs,
customer acquisition and retention which could lead to missing targets for
achievement of profitability.





A
slowdown or other adverse developments in the Canadian economy may materially
and adversely affect the Company’s customers, demand for the Company’s products
and the Company’s business.





All of
the Company’s operations are conducted in Canada and all of its revenue is
generated from sales in Alberta and Saskatchewan, Canada. Although the Alberta
and Saskatchewan economy has grown significantly in recent years, the Company
cannot assure investors that such growth will continue. A slowdown in overall
economic growth, an economic downturn or recession or other adverse economic
developments in Canada could materially reduce the demand for our products
and materially and adversely affect the Company’s business.


26


Our
operating results could be affected by geographic concentration and declining
housing demand.





As a
participant in the homebuilding industry, we are subject to market forces beyond
our control. These market forces include employment and employment growth,
interest rates, land availability and development costs, apartment vacancy
levels, and the health of the general economy. Unfavorable changes in any of the
above factors or other issues could have an adverse affect on our sales and
earnings.





Our
results of operations can be adversely affected by labor shortages and the
pricing and availability of raw materials.





The
homebuilding industry has from time to time experienced labor shortages and
other labor related issues. A number of factors may adversely affect the labor
force available to us and our subcontractors in one or more of our markets
including high employment levels, construction market conditions and government
regulation which include laws and regulations related to workers’ health and
safety, wage and hour practices and immigration. An overall labor shortage or a
lack of skilled labor could cause significant increases in costs or delays in
construction of homes which could have a material adverse effect upon our sales
and profitability.





Our
results of operations can be affected by the pricing and availability of raw
materials. Although we attempt to increase the sales prices of our homes in
response to higher materials costs, such increases typically lag behind the
escalation of materials costs. Sudden increases in price and lack of
availability of raw materials can be caused by natural disaster or other market
forces, as has occurred in recent years. Although we have not experienced any
production halts, severe or prolonged shortages of some of our most important
building materials, which include wood and wood products, gypsum wallboard,
steel, insulation, and other petroleum-based products, have occurred. There can
be no assurance that sufficient supplies of these and other raw materials will
continue to be available to us.





The
loss of any of our executive officers could reduce our ability to execute our
business strategy and could have a material adverse effect on our business and
results of operations.





We are
dependent to a significant extent upon the efforts of our executive officers,
particularly Peter Van Hierden, our Chief Executive Officer, and Richard A. von
Gnetchen, our Chief Financial Officer. The loss of the services of one or more
of our executive officers could impair our ability to execute our business
strategy and have a material adverse effect upon our business, financial
condition and results of operations. We currently have no key man life insurance
for our executive officers.





Peter
Van Hierden, Chief Executive Officer and our majority shareholder, can cause us
to take certain actions or preclude us from taking actions without the approval
of the other shareholders and may have interests that could conflict with other
shareholders.





Peter Van
Hierden, our Chief Executive Officer, as of September 17, 2008, beneficially
owns approximately 49.5% of the voting power of our common stock. As a result,
Mr. Van Hierden has the ability to control the outcome of virtually all
corporate actions, including the election of all directors, the approval of any
merger, the commencement of bankruptcy proceedings and other significant
corporate actions. His interest in exercising control over our business may
conflict with the interests of other shareholders. This voting power might also
discourage someone from acquiring us or from making a significant equity
investment in us, even if we need the investment to meet our obligations and to
operate our business.





Our
success depends on our ability to acquire land suitable for residential
homebuilding at reasonable prices.





The
homebuilding industry is highly competitive for suitable land. The availability
of finished and partially finished developed lots and undeveloped land for
purchase that meet our criteria depends on a number of factors outside our
control, including land availability in general, competition with other
homebuilders and land buyers for desirable property, inflation in land prices,
zoning, allowable housing density, and other regulatory requirements. Should
suitable lots or land become less available, the number of homes we may be able
to build and sell could be reduced, and the cost of land could be increased,
perhaps substantially, which could adversely impact our results of
operations.





Our
long-term ability to build homes depends on our acquiring land suitable for
residential building at reasonable prices in locations where we want to build.
As competition for suitable land increases, and as available land is developed,
the cost of acquiring suitable remaining land could rise, and the availability
of suitable land at acceptable prices may decline. Any land shortages or any
decrease in the supply of suitable land at reasonable prices could result in
increased land costs. We may not be able to pass through to our customers any
increased land costs, which could adversely impact our revenues, earnings, and
margins.


27


Our
future growth may require additional capital, which may not be
available.





Our
operations require significant amounts of cash. We may be required to seek
additional capital, whether from sales of equity or debt or additional bank
borrowings, for the future growth and development of our business. We can give
no assurance as to the availability of such additional capital or, if available,
whether it would be on terms acceptable to us. If we are not successful in
obtaining sufficient capital, it could reduce our sales and may adversely affect
our future growth and financial results.





We
may not be successful in our effort to identify, complete or integrate
acquisitions or to enter new markets through start-up operations, which could
disrupt the activities of our current business, adversely affect our results of
operations and future growth or cause losses.





A
principal component of our business strategy is to continue to grow profitably,
including, when appropriate, by acquiring other homebuilders or related
businesses that will streamline our operations. We may not be successful in
implementing our acquisition strategy, and growth may not continue at historical
levels or at all. When acquiring another company, we may have difficulty
assimilating the operations of acquired businesses, incur unanticipated
liabilities or expenses, and our management’s attention may be diverted from our
current business. The acquisition of other companies may also result in our
entering markets in which we have limited or no experience. The failure to
identify or complete business acquisitions, or successfully integrate the
businesses we acquire, could adversely affect our results of operations and
future growth. In addition, our acquisitions may not be as profitable as we
anticipate or could even produce losses.





Furthermore,
we may choose to enter new markets or expand operations in existing markets by
starting new operations, rather than by acquiring an existing homebuilding
company. If we choose to expand through start-up operations, we will not have
the advantage of the experience and brand recognition of an established
homebuilding company. As a result, we may incur substantial start-up costs in
establishing our operations in new markets, and we may not be successful in
taking operations from the start-up phase to profitability. If we are not
successful in making start-up operations profitable, we may not be able to
recover our investment and may incur losses.





Risks
Related to the Housing Industry





The
manufactured, modular and ready-to-move housing industry is highly
competitive.





The
manufactured, modular and ready-to-move housing industry is highly competitive
at both the manufacturing and retail levels, with competition based upon several
factors, including price, product features, reputation for service and quality,
depth of field inventory, promotion, merchandising and the terms of retail
customer financing. We compete with other retailers of manufactured homes, as
well as companies offering for sale homes repossessed from wholesalers or
consumers. In addition, manufactured homes compete with other forms of housing,
such as new and existing site-built homes, apartments, condominiums and
townhouses. The inability to effectively compete in this environment could
result in lower sales, operating results and cash flows.





Cost
and availability of raw materials is subject to fluctuation.





Prices
and availability of raw materials used to manufacture the Company’s products can
change significantly due to fluctuations in supply and demand. The Company has
historically been able to have an adequate supply of raw materials by
maintaining good relations with its vendors. In addition, increased prices have
historically been passed on to customers by raising the price of manufactured
homes. There is no certainty that the Company will be able to pass on future
price increases and maintain adequate supply of raw materials. The inability to
raise the price of its products and to maintain a proper supply of materials
could have a negative impact on sales, operating results and cash
flows.


28


Availability
and cost of financing for our retail customers, particularly in our manufactured
housing business, could constrain our sales.





Retail
buyers of our products generally secure financing from independent lenders,
which, in the case of manufactured housing, have been negatively affected by
adverse loan experience. Reduced availability of such financing and higher
interest rates have had, and continue to have, an adverse effect on the
manufactured housing business and our housing sales. If this financing were to
become unavailable or were to be further restricted, our results of operations
would suffer. Availability of financing depends on the lending practices of
financial institutions, financial markets, governmental policies, and economic
conditions, all of which are largely beyond our control.





Downward
changes in general economic, real estate construction, or other business
conditions could adversely affect our business or our financial
results.





The
residential homebuilding industry is sensitive to changes in economic conditions
and other factors, such as the level of employment, consumer confidence,
consumer income, availability of financing, and interest rate levels. Adverse
changes in any of these conditions generally, or in the markets where we
operate, could decrease demand and pricing for new homes in these areas or
result in customer cancellations of pending contracts, which could adversely
affect the number of home deliveries we make or reduce the prices we can charge
for homes, either of which could result in a decrease in our revenues and
earnings and would adversely affect our financial condition.





Future
increases in interest rates, reductions in mortgage availability, or increases
in the effective costs of owning a home could prevent potential customers from
buying our homes and adversely affect our business and financial
results.





Increases
in interest rates or decreases in availability of mortgage financing could
reduce the market for new homes. Potential homebuyers may be less willing or
able to pay the increased monthly costs or to obtain mortgage financing that
exposes them to interest rate changes. Lenders may increase the qualifications
needed for mortgages or adjust their terms to address any increased credit risk.
Even if potential customers do not need financing, changes in interest rates and
mortgage availability could make it harder for them to sell their current homes
to potential buyers who need financing. These factors could adversely affect the
sales or pricing of our homes.





A.           Manufactured, Modular and
Ready-To-Move Housing





The
cyclical and seasonal nature of the manufactured housing industry causes our
revenues and operating results to fluctuate, and we expect this cyclicality and
seasonality to continue in the future.





The
manufactured housing industry is highly cyclical and seasonal and is influenced
by many national and regional economic and demographic factors,
including:





·
            the
      availability of consumer financing for homebuyers;·
            the
      availability of wholesale financing for retailers;·
            seasonality
      of demand;·
            consumer
      confidence;·
            interest
      rates;·
            demographic
      and employment trends;·
            income
      levels;·
            housing
      demand;·
            general
      economic conditions, including inflation and recessions;
    and·
            the
      availability of suitable
homesites.


29





As a
result of the foregoing economic, demographic and other factors, our revenues
and operating results fluctuate, and we expect them to continue to fluctuate in
the future. Moreover, we may experience operating losses during cyclical
downturns in the manufactured housing market.





The
manufactured, modular and ready-to-move housing industry is highly competitive,
and competition may increase the adverse effects of industry
conditions.





The
manufactured, modular and ready-to-move housing industry is highly competitive.
Competition at both the manufacturing and retail levels is based upon several
factors, including price, product features, reputation for service and quality,
merchandising, terms of retailer promotional programs and the terms of retail
customer financing. Numerous companies produce manufactured homes in our
markets. In addition, our homes compete with repossessed homes that are offered
for sale in our markets. A number of our manufacturing competitors also have
their own retail distribution systems and consumer finance and insurance
operations. The ability to offer consumer finance and insurance products may
provide some competitors with an advantage. In addition, there are many
independent manufactured housing retail locations in most areas where we have
retail operations. We believe that where wholesale floor plan financing is
available, it is relatively easy for new retailers to enter into our markets as
competitors. In addition, our products compete with other forms of low to
moderate-cost housing, including new and existing site-built homes, apartments,
townhouses and condominiums. If we are unable to compete effectively in this
environment, our retail sales and wholesale shipments could be reduced. As a
result, our growth could be limited.





Changing
consumer preferences can affect sales, operating results and cash
flows.





Changes
in consumer preferences for manufactured, modular and ready-to-move housing
occur over time, and consequently the Company responds to changing demand by
evaluating the market acceptability of its products. Delays in responding to
changing consumer preferences could have an adverse effect on sales, operating
results and cash flows.





B.           Site-Built
Housing





We
may not be able to acquire suitable land at reasonable prices, which could
result in cost increases we are unable to recover and reduce our total earned
revenues and earnings.





We have
experienced an increase in competition for available land and developed
homesites in some of our markets as a result of a reduced availability of
suitable parcels of land and developed homesites in these markets. Our ability
to continue our homebuilding activities over the long-term depends upon our
ability to locate and acquire suitable parcels of land or developed homesites to
support our homebuilding operations. As competition for land increases, the cost
of acquiring it may rise and the availability of suitable parcels at acceptable
prices may decline. If we are unable to acquire suitable land or developed
homesites at reasonable prices, it could limit our ability to develop new
communities or result in increased land costs that we may not be able to pass
through to our customers. Consequently, this competition could reduce the number
of homes we sell or our profit margins and lead to a decrease in our total
earned revenues and earnings.





Shortages
of labor or materials and increases in the price of materials can harm our
business by delaying construction, increasing costs, or both.





We and
the homebuilding industry from time to time have experienced significant
difficulties with respect to:




·
            shortages
      of qualified trades people and other labor;·
            shortages
      of materials; and·
            increases
      in the cost of certain materials, including lumber, drywall and cement,
      which are significant components of home construction
    costs.


30





These
difficulties can cause unexpected short-term increases in construction costs and
cause construction delays for us. We will not be able to recover unexpected
increases in construction costs by raising our home prices because, typically,
the price of each home is established at the time a customer executes a home
sale contract. Furthermore, sustained increases in construction costs may, over
time, erode our profit margins. We may be able to offset sustained increases in
construction costs with increases in the prices of our homes and through
operating efficiencies. However, in the future, pricing competition may restrict
our ability to pass on any additional costs, and we may not be able to achieve
sufficient operating efficiencies to maintain our current profit
margins.





Adverse
weather conditions may increase costs, cause project delays and reduce consumer
demand for housing, all of which would adversely affect the Company’s results of
operations and prospects.





As a
homebuilder, the Company is subject to numerous risks, many of which are beyond
management’s control, including: adverse weather conditions, such as extended
periods of rain, snow or cold temperatures and natural disasters, which could
damage projects, cause delays in completion of projects, or reduce consumer
demand for housing; and shortages in labor or materials, which could delay
project completion and cause increases in the prices for labor or materials,
thereby affecting the Company’s sales and profitability.





There are
some risks of loss for which the Company may be unable to purchase insurance
coverage. A sizeable uninsured loss could adversely affect the Company’s
business, results of operations and financial condition.





Risks
Related to Doing Business in the Canada





Inflation
in Canada could negatively affect our profitability and growth.





While the
economy in Alberta and Saskatchewan has experienced rapid growth, such
growth has been uneven among other provinces and various sectors of the economy
and in different geographical areas of the country.  Rapid economic growth
can lead to growth in the money supply and rising inflation. If prices for the
Company’s products rise at a rate that is insufficient to compensate for the
rise in the costs of supplies, it may have an adverse effect on
profitability.





The
fluctuation of the Canadian dollar may materially and adversely affect
investments in the Company.





The value
of the Canadian dollar against the U.S. dollar and other currencies may
fluctuate and is affected by, among other things, changes in the Canada’s
political and economic conditions. As the Company relies principally on revenues
earned in Canada, any significant revaluation of Canadian dollar may materially
and adversely affect the Company’s cash flows, revenues and financial condition.
For example, to the extent that the Company needs to convert U.S. dollars it
receives from an offering of its securities into Canadian dollars for the
Company’s operations, appreciation of the Canadian dollar against the U.S.
dollar could have a material adverse effect on the Company’s business, financial
condition and results of operations. Conversely, if the Company decides to
convert its Canadian dollars into U.S. dollars for the purpose of making
payments for dividends on its common stock or for other business purposes and
the U.S. dollar appreciates against the Canadian dollar, the U.S. dollar
equivalent of the Canadian dollar that the Company converts would be reduced. In
addition, the depreciation of significant U.S. dollar denominated assets could
result in a charge to the Company’s income statement and a reduction in the
value of these assets.





The
effect of changes in international, national and local economic and market
conditions as a result of global developments





Beyond
the risks of doing business in Canada or the United States, there is also the
potential impact of changes in the international, national and local economic
and market conditions as a result of global developments, including the effects
of global financial crisis, effects of terrorist acts and war on terrorism, US
and Canadian presence in Iraq and Afghanistan, potential conflict or crisis in
North Korea or Middle East and potential avian flu pandemic or related
illnesses, negatively affecting local homebuilding industry and adversely
affecting new home installation market.




31




Risks
Relating to the Share Exchange





The
Company’s Chief Executive Officer, Peter Van Hierden, beneficially owns
49.5% of the Company’s outstanding common stock, which gives him control over
certain major decisions on which the Company’s stockholders may vote, which may
discourage an acquisition of the Company.


As a
result of the Share Exchange, most of management of the Company do not
beneficially own any of the Company’s outstanding common stock at this point in
time, and one of the Company’s officers and directors beneficially owns 49.5% of
the Company’s outstanding shares. The interests of this director may differ from
the interests of other stockholders. As a result, this officer and director will
have the right and ability to control virtually all corporate actions requiring
stockholder approval, irrespective of how the Company’s other stockholders may
vote, including the following actions:





·
            Electing
      or defeating the election of
directors;





·
            Amending
      or preventing amendment of the Company’s Certificate of Incorporation or
      By-laws;





·
            Effecting
      or preventing a merger, sale of assets or other corporate transaction;
      and





·
            Controlling
      the outcome of any other matter submitted to the stockholders for
      vote.





The
Company’s stock ownership profile may discourage a potential acquirer from
seeking to acquire shares of the Company’s common stock or otherwise attempting
to obtain control of the Company, which in turn could reduce the Company’s stock
price or prevent the Company’s stockholders from realizing a premium over the
Company’s stock price.





As
a result of the Share Exchange, Duratech has become a wholly-owned
subsidiary of a company that is subject to the reporting requirements of U.S.
federal securities laws, which can be expensive.





As a
result of the Share Exchange, Duratech has become an indirect wholly-owned
subsidiary of a company that is a public reporting company and, accordingly, is
subject to the information and reporting requirements of the Exchange Act and
other federal securities laws, including compliance with the Sarbanes-Oxley Act.
The costs of preparing and filing annual and quarterly reports, proxy statements
and other information with the SEC (including reporting of the Share Exchange)
and furnishing audited reports to stockholders will cause the Company’s expenses
to be higher than they would be if Duratech had remained privately-held and
did not consummate the Share Exchange.





In
addition, it may be time consuming, difficult and costly for the Registrant to
develop and implement the internal controls and reporting procedures required by
the Sarbanes-Oxley Act.  The Registrant may need to hire additional
financial reporting, internal controls and other finance personnel in order to
develop and implement appropriate internal controls and reporting procedures. If
the Registrant is unable to comply with the internal controls requirements of
the Sarbanes-Oxley Act, the Registrant may not be able to obtain the independent
accountant certifications required by the Sarbanes-Oxley Act.





Public
company compliance may make it more difficult to attract and retain officers and
directors.





The
Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have
required changes in corporate governance practices of public companies. As a
public entity, the Registrant expects these new rules and regulations to
increase compliance costs in 2008 and beyond and to make certain activities more
time consuming and costly. As a public entity, the Registrant also expects that
these new rules and regulations may make it more difficult and expensive for the
Registrant to obtain director and officer liability insurance in the future and
it may be required to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. As a result,
it may be more difficult for the Registrant to attract and retain qualified
persons to serve as directors or as executive officers.





Because
Duratech became public by means of a share exchange, the Company may not be able
to attract the attention of major brokerage firms.





There may
be risks associated with Duratech becoming public through a share exchange.
Specifically, securities analysts of major brokerage firms may not provide
coverage of the company since there is no incentive to brokerage firms to
recommend the purchase of the company’s common stock. No assurance can be given
that brokerage firms will, in the future, want to conduct any secondary
offerings on behalf of the company.


32


Risks
Relating to the Common Stock





Volatility
of our stock price is a risk to investors.





The price
of our common stock may fluctuate widely, depending upon a number of factors,
many of which are beyond our control. These factors include the perceived
prospects of our business and the manufactured housing industry as a whole;
differences between our actual financial and operating results and those
expected by investors and analysts; changes in analysts’ recommendations or
projections; changes affecting the availability of financing in the wholesale
and consumer lending markets; actions or announcements by competitors; changes
in the regulatory environment in which we operate; and changes in general
economic or market conditions. In addition, stock markets generally experience
significant price and volume volatility from time to time which may adversely
affect the market price of our common stock for reasons unrelated to our
performance.





The
Company’s stock price may be volatile.





The
market price of the Company’s common stock is likely to be highly volatile and
could fluctuate widely in price in response to various factors, many of which
are beyond the Company’s control, including the following:





·
            Additions
      or departures of key personnel;·
            Limited
      “public float” following the Share Exchange, in the hands of a small
      number of persons whose sales or lack of sales could result in positive or
      negative pricing pressure on the market price for the common
      stock;





·
            Sales
      of the common stock;·
            The
      Company’s ability to execute its business plan;·
            Operating
      results that fall below expectations;·
            Loss
      of any strategic relationship;·
            Industry
      developments;·
            Economic
      and other external factors; and·
            Period-to-period
      fluctuations in the Company’s financial
results.





In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. These market fluctuations may also materially and
adversely affect the market price of the Company’s common stock.





There
is currently no liquid trading market for the Company’s common stock and the
Company cannot ensure that one will ever develop or be sustained.





There is
currently no liquid trading market for the Company’s common stock. The Company
cannot predict how liquid the market for the Company’s common stock might
become. The Company’s common stock is currently approved for quotation on the
OTC Bulletin Board trading under the symbol UPSN. The Company currently does not
satisfy the initial listing standards, and cannot ensure that it will be able to
satisfy such listing standards on a higher exchange, or that its common stock
will be accepted for listing on any such exchange. Should the Company fail to
satisfy the initial listing standards of such exchanges, or its common stock be
otherwise rejected for listing and remain on the OTC Bulletin Board or be
suspended from the OTC Bulletin Board, the trading price of the Company’s common
stock could suffer, the trading market for the Company’s common stock may be
less liquid and the Company’s common stock price may be subject to increased
volatility.


33


The
Company’s common stock may be deemed a “penny stock”, which would make it more
difficult for investors to sell their shares.





The
Company’s common stock may be subject to the “penny stock” rules adopted under
section 15(g) of the Exchange Act. The penny stock rules apply to companies
whose common stock is not listed on the NASDAQ Stock Market or other national
securities exchange and trades at less than $5.00 per share or that have
tangible net worth of less than $5,000,000 ($2,000,000 if the company has been
operating for three or more years). These rules require, among other things,
that brokers who trade penny stock to persons other than “established customers”
complete certain documentation, make suitability inquiries of investors and
provide investors with certain information concerning trading in the security,
including a risk disclosure document and quote information under certain
circumstances. Many brokers have decided not to trade penny stocks because of
the requirements of the penny stock rules and, as a result, the number of
broker-dealers willing to act as market makers in such securities is limited. If
the Company remains subject to the penny stock rules for any significant period,
it could have an adverse effect on the market, if any, for the Company’s
securities. If the Company’s securities are subject to the penny stock rules,
investors will find it more difficult to dispose of the Company’s
securities.





Furthermore,
for companies whose securities are quoted on the OTC Bulletin Board, it is more
difficult (1) to obtain accurate quotations, (2) to obtain coverage for
significant news events because major wire services generally do not publish
press releases about such companies, and (3) to obtain needed
capital.





Offers
or availability for sale of a substantial number of shares of the Company’s
common stock may cause the price of the Company’s common stock to
decline.





If the
Company’s stockholders sell substantial amounts of common stock in the public
market, or upon the expiration of any statutory holding period, under Rule 144,
it could create a circumstance commonly referred to as an “overhang” and in
anticipation of which the market price of the Company’s common stock could fall.
The existence of an overhang, whether or not sales have occurred or are
occurring, also could make more difficult the Company’s ability to raise
additional financing through the sale of equity or equity-related securities in
the future at a time and price that the Company deems reasonable or appropriate.
Additional shares of common stock will be freely tradable upon the earlier of:
(i) effectiveness of the registration statement the Company is required to file;
and (ii) the date on which such shares may be sold without registration pursuant
to Rule 144 under the Securities Act.





Provisions
of the Company’s Certificate of Incorporation and Nevada law could deter a
change of control, which could discourage or delay offers to acquire the
Company.





Provisions
of the Company’s Certificate of Incorporation and Nevada law may make it more
difficult for someone to acquire control of the Company or for the Company’s
stockholders to remove existing management, and might discourage a third party
from offering to acquire the Company, even if a change in control or in
management would be beneficial to stockholders.





Volatility
in the Company’s common stock price may subject the Company to securities
litigation.





The
market for the Company’s common stock is characterized by significant price
volatility when compared to seasoned issuers, and the Company expects that its
share price will continue to be more volatile than a seasoned issuer for the
indefinite future. In the past, plaintiffs have often initiated securities class
action litigation against a company following periods of volatility in the
market price of its securities. The Company may, in the future, be the target of
similar litigation. Securities litigation could result in substantial costs and
liabilities and could divert management’s attention and resources.





The
elimination of monetary liability against the Company’s directors, officers and
employees under the Company’s Articles of Incorporation and Nevada  law,
and the existence of indemnification rights to the Company’s directors, officers
and employees may result in substantial expenditures by the Company and may
discourage lawsuits against the Company’s directors, officers and
employees.





Article
XI of the Registrant’s Articles of Incorporation provides that the Company shall
indemnify all directors, officers, employees, and agents to the fullest extent
permitted by Nevada law as provided within NRS 78.7502 and NRS 78.751 or any
other law then in effect or as it may hereafter be amended. Further Article XI
provides that the Company shall indemnify each present and future director,
officer, employee or agent of the Company who becomes a party or is threatened
to be made a party to any suit or proceeding, whether pending, completed or
merely threatened, and whether said suit or proceeding is civil, criminal,
administrative, investigative, or otherwise, except an action by or in the right
of the Company, by reason of the fact that he is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses,
including, but not limited to, attorneys' fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with
the action, suit, proceeding or settlement, provided such person acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.


34





The
foregoing indemnification obligations could result in the Company incurring
substantial expenditures to cover the cost of settlement or damage awards
against directors and officers, which the Company may be unable to recoup.
 These provisions and resultant costs may also discourage the Company from
bringing a lawsuit against directors and officers for breaches of their
fiduciary duties and may similarly discourage the filing of derivative
litigation by the Company’s stockholders against the Company’s directors and
officers even though such actions, if successful, might otherwise benefit the
Company and its stockholders.





ITEM
3. CONTROLS AND PROCEDURES





Quarterly Evaluation of
Controls.  As of the end of the period covered by this
quarterly report on Form 10-QSB, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures ("Disclosure Controls"),
as defined  in Rules 13a -15(e) and 15d – 15(e) under the Exchange
Act. This evaluation (“Evaluation”) was performed by our Chairman and Chief
Executive Officer, Peter Van Hierden, and our Chief Financial Officer, Richard
von Gnechten (“CFO”).  In addition, we have discussed these matters
with our board.  In this section, we present the conclusions of our
CEO and CFO as of the date of the Evaluation with respect to the effectiveness
of our Disclosure Controls.





CEO and CFO
Certifications.  Attached to this quarterly report, as Exhibits
31.1 and 31.2, are certain certifications of the CEO and CFO, which are required
in accordance with the Exchange Act and the Commission's rules implementing such
section (the "Rule 13a-14(a)/15d–14(a) Certifications"). This section of the
quarterly report contains the information concerning the Evaluation referred to
in the Rule 13a-14(a)/15d–14(a) Certifications. This information should be read
in conjunction with the Rule 13a-14(a)/15d–14(a) Certifications for a more
complete understanding of the topic presented.





Disclosure Controls.
Disclosure Controls are procedures designed with the objective of ensuring that
information required to be disclosed in our reports filed with the Commission
under the Exchange Act, such as this quarterly report, is recorded, processed,
summarized and reported within the time period specified in the Commission's
rules and forms. Disclosure Controls are also designed with the objective of
ensuring that material information relating to us is made known to the CEO and
the CFO by others, particularly during the period in which the applicable report
is being prepared.





Scope of the Evaluation. The
CEO and CFO's evaluation of our Disclosure Controls included a review of the
controls' (i) objectives, (ii) design, (iii) implementation, and (iv) the effect
of the controls on the information generated for use in this quarterly report.
This type of evaluation is done on a quarterly basis so that the conclusions
concerning the effectiveness of our controls can be reported in our quarterly
reports on Form 10-QSB and annual reports on Form 10-KSB. The overall goals of
these various evaluation activities are to monitor our Disclosure Controls, and
to make modifications if and as necessary.  Our intent in this regard
is that the Disclosure Controls will be maintained as dynamic systems that
change (including improvements and corrections) as conditions
warrant.





Conclusions.  Based
upon the Evaluation, our Disclosure Controls and procedures are designed to
provide reasonable assurance of achieving our objectives. Our CEO and CFO have
concluded that our Disclosure Controls and procedures are effective at that
reasonable assurance level to ensure that material information relating to the
Company is made known to management, including the CEO and CFO, particularly
during the period when our periodic reports are being prepared. Additionally,
there has been no change in our internal controls, (as defined  in
Rules 13a -15(f) and 15d – 15(f) under the Exchange Act), over financial
reporting that occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to affect, our internal controls
over financial reporting.





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





None.


35


ITEM
2. CHANGES IN SECURITIES





No
additional changes in securities beyond the Share Exchange Agreement with
Duratech Group Inc. as described herein.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS





None.





ITEM
5. OTHER INFORMATION





Part of
the Company’s strategy is to build its business through the merger or
acquisition of companies that will benefit our future growth.  It is
reasonable to expect such activity is an ongoing part of the Company’s business
development efforts.  At any given time the company could be in
process of analyzing or negotiating an offer in connection with such a
transaction. However, any discussion or speculation on specific transactions is
only conjecture until such time that a definite agreement is signed and
announced in an SEC filing and press release.  It is possible no
transactions will take place at all.





ITEM
6. EXHIBITS





The
exhibits to this form are listed in the attached Exhibit Index.


36





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





UPSNAP,
      INC.(Registrant)Date:  December
      23, 2008
                                  /s/
      Peter Van HierdenPeter
      Van HierdenChairman
      of the Board andChief
      Executive Officer(Principal
      Executive Officer)Date:  December
      23, 2008
                                  /s/
      Richard A. von GnechtenRichard
      A. von GnechtenChief
      Financial Officer(Principal
      Financial
Officer)


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INDEX
TO EXHIBITS





Exhibit
      No.
                
                Description2.1
                
                Agreement
      and Plan of Merger, dated August 29, 2008 (incorporated by reference from
      Exh. 2.1 to the Form 8-K filed on September 24, 2008)2.2
                
                Asset
      Purchase Agreement Among UpSnap, Inc., UpSnap Services, LLC and Tony
      Philip dated August 29, 2008 (incorporated by reference from Exhibit 2.2
      to the Form 8-K filed on September 24, 2008)3.1
                
                Certificate
      of Incorporation of the registrant as filed with the Secretary of State of
      the State of Nevada on July 25, 3003 (incorporated by reference to Exhibit
      3.1 in Registration Statement SB-2 filed on September 18,
      2003)3.2
                
                Certificate
      of Amendment filed on November 7, 2005 (incorporated by reference to
      Exhibit 3.1 in Form 8-K filed on November 16, 2005)3.3
                
                Bylaws
      of registrant adopted on July 25, 2003 (incorporated by reference to
      Exhibit 3.2 in Registration Statement SB-2 filed on November 18,
      2003)31.1
                
                Rule
      13a-14(a)/15d-14(a) Certification of Peter Van Hierden, Chairman and Chief
      Executive Officer*31.2
                
                Rule
      13a-14(a)/15d-14(a) Certification of Richard A. von Gnechten, Chief
      Financial Officer*32
                
                Certification
      of Principal Executive Officer and Principal Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.*





* filed
herein


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