Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(x)   Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
      Exchange Act Of 1934

               For The Quarterly Period Ended September 30, 2005.

( )   Transition Report Under Section 13 or 15(d) Of The Securities Exchange Act
      Of 1934

        For The Transition Period From ______________To_________________

                        Commission File Number 333-108911

                                  UpSNAP, Inc.
                        (formerly Manu Forti Group, Inc.)
--------------------------------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

           Nevada                                                  20-0118697
------------------------------                               -------------------
State or Other Jurisdiction of                                 (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                                7770 Regents Road
                                  Suite 113-401
                               San Diego, CA 92122
                                 (858) 518-1387
--------------------------------------------------------------------------------
          (Address, Including Zip Code, And Telephone Number, Including
            Area Code, Of Registrant's mailing address in California)

      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 (x) No ( )

      The number of outstanding shares of the issuer's common stock, $0.001 par
value, as of October 19, 2005 was 4,013,100.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     Part I

Item 1. Financial Statements

Balance Sheet as of September 30, 2005 (Unaudited) .......................    1

Statements of Operations and accumulated deficit
  for the three and six months ended September 30, 2005 and 2004,
  and for the period July 25, 2003 (Date of inception) to
  September 30, 2005 (unaudited) .........................................    2

Statements of Stockholders Equity for the six
  months ended September 30, 2005 and the period July 25, 2003
  (Date of inception) to September 30, 2005 (unaudited) ..................    3

Statements of Cash Flows for the three and six months
  ended September 30, 2005 and 2004, and for the period July 25, 2003
  (Date of inception) to September 30, 2005 (unaudited) ..................    4

Notes To Financial Statements (Unaudited) ................................    5

Item 2. Management's Discussion and Analysis of Financial Conditions
  and Results of Operation ...............................................   12

Item 3. Controls and Procedures ..........................................   16

                           Part II - Other Information

Item 2. Unregistered Sale of Equity Securities and Use
  of Proceeds ............................................................   17

Item 4. Exhibits and Reports on Form 8-K .................................   18

Item 5. Signatures .......................................................   18


<PAGE>

UpSNAP, Inc.
(formerly Manu Forti Group, Inc.)
(A Development Stage Company)
Unaudited Balance Sheet
September 30, 2005
--------------------------------------------------------------------------------

                                                                 September 30,
                                                                      2005
                                                                 -------------
                                  ASSETS                          (Unaudited)
CURRENT ASSETS
  Cash                                                           $   1,305,318
  Loan receivable (Note B)                                             180,000
                                                                 -------------
     TOTAL CURRENT ASSETS                                            1,485,318

     TOTAL ASSETS                                                $   1,485,318
                                                                 =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $       4,685
  Loans from shareholders (Note D)                                     135,200
  Accrued interest on loans from shareholders (Note D)                  10,163
                                                                 -------------
     TOTAL CURRENT LIABILITIES                                         150,048

STOCKHOLDERS' DEFICIT (Note E)
  Common stock, par value $.001, 75,000,000 shares authorized;
    issued and outstanding 4,013,100 at September 30, 2005               4,013
  Additional paid-in capital                                           137,799
  Common stock subscribed                                            1,470,377
  Deficit accumulated during the development stage                    (276,919)

                                                                 -------------
     TOTAL STOCKHOLDERS' DEFICIT                                     1,335,270
                                                                 -------------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $   1,485,318
                                                                 =============


                                       1
<PAGE>

UpSNAP, Inc.
(formerly Manu Forti Group, Inc.)
(A Development Stage Company)
Unaudited Statements of Operations
For the Three and Six Months Ended September 30, 2005 and 2004, and
The Period July 25, 2003 (Inception) to September 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           July 25, 2003
                                                        Three Months Ended          Six Months Ended      (Inception) to
                                                           September 30,              September 30,        September 30,
                                                      -----------------------   ------------------------   -----------
                                                          2005         2004         2005          2004         2005
                                                      -----------   ---------   -----------    ---------   -----------
<S>                                                   <C>           <C>         <C>            <C>         <C>
General & administrative expenses
  Audit fees                                                        $   1,835   $     1,652    $   5,612   $    21,598
  Bad debts                                                                                                     63,000
  Bank charges and interest                                 4,460          51         7,717           80        17,594
  Consulting fees                                          14,835                    27,563                     78,563
  Geological report                                                     8,595                      8,595        12,895
  Legal expenses                                                                      2,574        6,902        60,469
  Transfer agent and filing fees                              125          75           245          275         4,951
  Website development costs                                                                        1,500        13,500
  Office cost                                                                            75                         75
  Licenses and permits                                        575                       700                        700
  Rent                                                      1,200                     1,500                      1,500
  Travel                                                    1,099                     1,099                      1,099
  Incorporation costs written off                                                                                  975
                                                      -----------   ---------   -----------    ---------   -----------

Net loss                                              $   (22,294)  $ (10,556)  $   (43,125)   $ (22,964)  $  (276,919)
                                                      ===========   =========   ===========    =========   ===========

  Net (loss) per common share basic and diluted       $    (0.006)  $  (0.004)  $    (0.013)   $  (0.010)
                                                      ===========   =========   ===========    =========

  Weighted average common shares outstanding
  Basic and diluted                                     3,452,224   2,435,978     3,269,612    2,219,180

  The average shares listed below were not included
    in the computation of diluted losses per share
    because to do so would have been antidilutive
    for the periods presented:
  Warrants                                                118,264          --        59,132           --
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated         Total
                                                         Common Stock              Additional     During the     Stockholders'
                                               ---------------------------------     Paid-in     Development        Equity
                                                Shares     Amount    Subscribed      capital        Stage          (Deficit)
                                               ---------   -------   -----------   -----------   ------------    -------------
<S>                                            <C>         <C>       <C>           <C>           <C>             <C>
Balance, July 25, 2003                                     $    --                 $        --   $         --    $          --
Shares issued (July 29, 2003)                  2,000,000     2,000                          --                           2,000
Stock subscribed                                                          15,000                                        15,000
Net loss                                                                                             (134,043)        (134,043)
                                               ---------   -------   -----------   -----------   ------------    -------------
Balance, March 31, 2004                        2,000,000     2,000        15,000            --       (134,043)        (117,043)

Shares issued for cash ($0.10 per share)       1,187,000     1,187                     117,513                         118,700
Share Subscriptions issued ($0.10 per share)     150,000       150                      14,850                          15,000
Stock subscribed                                                         (15,000)                                      (15,000)
Interest foregone on loan from shareholder                                               6,112                           6,112
Founder stock cancelled                         (250,000)     (250)                        250                              --
Net loss                                                                                              (99,751)         (99,751)
                                               ---------   -------   -----------   -----------   ------------    -------------
Balance, March 31, 2005                        3,087,000   $ 3,087   $        --   $   138,725   $   (233,794)   $     (91,982)

1.3:1 forward stock split                        926,100       926                        (926)                             --
Common stock subscribed                                                1,470,377                                     1,470,377
Net loss                                                                                              (43,125)         (43,125)
                                               ---------   -------   -----------   -----------   ------------    -------------
Balance, September 30, 2005                    4,013,100   $ 4,013   $ 1,470,377   $   137,799   $   (276,919)   $   1,335,270
</TABLE>


                                       3
<PAGE>

UpSNAP, Inc.
(formerly Manu Forti Group, Inc.)
(A Development Stage Company)
Statements of Cash Flows
For the Three and six Months Ended September 30, 2005 and 2004, and
The Period July 25, 2004 (Date of Inception) to September 30, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             July 25, 2003
                                                       Three Months Ended            Six Months Ended       (Inception) to
                                                          September 30,                September 30,         September 30,
                                                     -----------------------     ------------------------    -----------
                                                         2005          2004          2005          2004          2005
                                                     -----------    ---------    -----------    ---------    -----------
<S>                                                  <C>            <C>          <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $   (22,294)   $ (10,556)   $   (43,125)   $ (22,964)   $  (276,919)
  Adjustments to reconcile net loss
    to net cash used by operating activities:
    Bad debts                                                                                                     63,000
CHANGES IN CURRENT ASSETS AND CURRENT
  LIABILITIES: (Net of effect of acquisition)
  (Increase) decrease in current assets:
    Prepaid expenses                                                                   5,000
  Increase (decrease) in currentliabilities:
    Accounts payable and accrued expenses                  5,918      (28,942)         2,421      (25,550)         8,741
                                                     -----------    ---------    -----------    ---------    -----------
    NET CASH USED FOR OPERATING ACTIVITIES               (16,376)     (39,498)       (35,704)     (48,514)      (205,178)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Investments
    Loans receivable                                    (180,000)                   (180,000)                   (243,000)
                                                     -----------    ---------    -----------    ---------    -----------
    NET CASH USED FOR INVESTING ACTIVITIES              (180,000)          --       (180,000)          --       (243,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                              133,700                     133,700        135,700
    Interest foregone on shareholder loan                                                                          6,112
    Share subscriptions                                1,470,377      (15,000)     1,470,377      (15,000)     1,470,377
    Loans from shareholders, net                                                     (64,097)                    141,307
                                                     -----------    ---------    -----------    ---------    -----------
    NET CASH PROVIDEDBY FINANCING ACTIVITIES           1,470,377      118,700      1,406,280      118,700      1,753,496
NET INCREASE IN CASH                                   1,274,001       79,202      1,190,576       70,186      1,305,318
CASH, beginning of period                                 31,317        5,115        114,742       14,131             --
                                                     -----------    ---------    -----------    ---------    -----------
CASH, end of period                                  $ 1,305,318    $  84,317    $ 1,305,318    $  84,317    $ 1,305,318
                                                     ===========    =========    ===========    =========    ===========

  Taxes paid                                         $        --    $      --    $        --    $      --    $        --
  Interest paid                                      $        --    $      --    $        --    $      --    $        --

Other non-cash investing and financing activities:

  Shares issued for services                         $        --    $      --    $        --    $      --    $        --
</TABLE>


                                       4
<PAGE>

                                  UPSNAP, INC.
                        (formerly Manu Forti Group, Inc.)
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (Unaudited)
              For The Three and Six Months Ended September 30, 2005

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited  financial  statements of UpSNAP, Inc. (formerly Manu Forti Group,
Inc. (A development stage company))(the "Company"), as of September 30, 2005 and
for the three and six month periods ended  September 30, 2005 and 2004 have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States for interim financial reporting.  Accordingly, they do not include
all of the disclosures  required by accounting  principles generally accepted in
the  United  States  for  complete  financial  statements  and should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's  Form 10-KSB for the year ended March 31, 2005. In the
opinion of management,  all  adjustments  (consisting  only of normal  recurring
adjustments)  considered  necessary  for a  fair  presentation  of  the  interim
financial  information  have been  included.  The results of operations  for any
interim period are not  necessarily  indicative of the results of operations for
the entire year.

Organization

The Company was an exploration stage company incorporated in the State of Nevada
on July 25, 2003.  Initially,  the Company had  contracted  to acquire a mineral
property interest in the pursuit of developing a mining operation;  however, the
Company never determined  whether this property contained mineral resources that
were economically recoverable and has ceased all mining related activities.

During May 2005, the Company  accepted the  resignation  and  replacement of its
executive  officers and board members and pursued an  acquisition  strategy of a
non mining operating company.

On August 24, 2005,  the Company  entered into a binding  Letter of Intent (LOI)
with Up2004SNAP, Inc. or UpSnap 2004, a privately held provider of mobile search
services. UpSNAP 2004 is bridging the gap between the Internet and the more than
160  million  text-enabled  cell  phones  in the U.S.  with  its  patent-pending
technology.  Pursuant  to the  LOI,  the  Company  committed  to raise up to One
Million Nine Hundred and Eighty Thousand (USD$1,980,000.00).

On August 26, 2005, in anticipation of a successful  business  combination  with
UpSnap 2004,  the Company's  board approved a name change from Manu Forti Group,
Inc. to UpSNAP, Inc.


                                       5
<PAGE>

Summary of Significant Accounting Principles

Accounting estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management 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 financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with an original  maturity of three months or
less to be cash equivalents.

Loss per common share

The Company  adopted  Statement of Financial  Accounting  Standards No. 128 that
requires  the  reporting  of both basic and diluted  earnings  (loss) per share.
Basic loss per share is calculated  using the weighted  average number of common
shares  outstanding in the period.  Diluted loss per share includes  potentially
dilutive  securities  such  as  outstanding  options  and  warrants,  using  the
"treasury  stock" method and  convertible  securities  using the  "if-converted"
method.

Foreign Currency Transactions

The functional and reporting currency is the United States dollar. The financial
statements are presented in United States dollars.  Foreign assets,  liabilities
and equity  accounts are  translated  at exchange  rates as of the balance sheet
date or  historical  acquisition  date,  depending on the nature of the account.
Revenues  and  expenses are  translated  at average  rates of exchange in effect
during the  period.  The gain or loss on  translation  is reported as a separate
component of stockholders'  equity and is not recognized in net income.  Capital
accounts are  translated  at their  historical  exchange  rates when the capital
stock is issued.  The  effect of  exchange  rate  changes  on cash  balances  is
reported in the statement of cash flows as a separate part of the reconciliation
of change in cash and cash equivalents.

Issuance of common stock

The  issuance of common  stock for other than cash is recorded by the Company at
management's  estimate  of the fair value of the  assets  acquired  or  services
rendered.

Stock-Based Compensation

In December 2004 the Financial  Accounting Standards Board issued FAS 123-R. FAS
123-R is a revision  of FAS No.  123, as  amended,  Accounting  for  Stock-Based
Compensation  ("FAS 123") and  supersedes  Accounting  Principles  Board Opinion
("APB") No. 25,  Accounting for Stock Issued to Employees.  FAS 123-R eliminates
the  alternative  to use the  intrinsic  value  method  of  accounting  that was
provided  in FAS  123,  which  generally  resulted  in no  compensation  expense
recorded in the financial statements related to the issuance of equity awards to
employees.  FAS 123-R  requires  that the cost  resulting  from all  share-based
payment  transactions  be  recognized  in the  financial  statements.  FAS 123-R
establishes   fair  value  as  the  measurement   objective  in  accounting  for
share-based  payment   arrangements  and  requires  all  companies  to  apply  a
fair-value-based  measurement method in accounting for generally all share-based
payment transactions with employees.  The Company has adopted FAS 123-R and will
apply its  provisions  when it  decides  to  initiate  stock-based  compensation
awards.


                                       6
<PAGE>

Income taxes

Provisions  for income taxes are based on taxes  payable or  refundable  for the
current year and deferred taxes on temporary  differences  between the amount of
taxable income and pretax  financial  income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted  income tax rates  applicable  to the period in which the  deferred  tax
assets and  liabilities  are expected to be realized or settled as prescribed in
FASB Statement No. 109,  Accounting for Income Taxes.  As changes in tax laws or
rates are enacted,  deferred tax assets and liabilities are adjusted through the
provision for income taxes.  Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Disclosure about Fair Value of Financial Instruments

The  Company  estimates  that the fair  value of all  financial  instruments  at
September 30, 2005, 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.

Impact of accounting standards

In November 2004, the FASB issued SFAS 151, Inventory Costs--an amendment of ARB
No. 43,  Chapter 4. The Statement  amends the guidance of ARB No. 43, Chapter 4,
Inventory Pricing, by clarifying that abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized as
current-period  charges and by  requiring  the  allocation  of fixed  production
overheads  to  inventory   based  on  the  normal  capacity  of  the  production
facilities.  The  adoption of SFAS 151 did not have any impact on the  Company's
financial condition or results of operations.

In  December  2004,  the FASB  issued a  revision  to SFAS 123  (revised  2004),
Share-Based   Payment.   The   revision   requires  all  entities  to  recognize
compensation  expense  in an  amount  equal  to the fair  value  of  share-based
payments granted to employees.  The statements  eliminate the alternative method
of accounting for employee  share-based  payments previously available under APB
25. The  provisions of SFAS 123R are  effective as of the first  interim  period
that begins after June 15, 2005.  Accordingly,  the Company will  implement  the
revised  standard in the second  quarter of fiscal year 2006 ending on September
30, 2005. The Company currently has no options  outstanding and does not believe
that this recent accounting  pronouncement  will have a material impact on their
financial position or results of operations.


                                       7
<PAGE>

In  December  2004,  the FASB  issued  SFAS No. 153  "Exchanges  of  Nonmonetary
Assets-amendment  of APB Opinion No. 29". Statement 153 eliminates the exception
to fair value for exchanges of similar  productive assets and replaces it with a
general  exception  for  exchange   transaction  that  do  not  have  commercial
substance, defined as transaction that are not expected to result in significant
changes in the cash flows of the reporting  entity.  This statement is effective
for exchanges of nonmonetary  assets  occurring after June 15, 2005. The Company
does not believe that this recent accounting  pronouncement will have a material
impact on their financial position or results of operations.

NOTE B - LOAN RECEIVABLE

During  September  2005,  the  Company  remitted  $180,000  to  UpSNAP  2004 for
operating capital. The Company anticipates  forgiving the loan upon consummation
of the merger with UpSNAP 2004 (See NOTE E).

NOTE C - NET OPERATING LOSS CARRY FORWARD

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax  planning  strategies  in making  this  assessment.  At March 31, 2004 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$33,915 to $79,490  for the year ended  March 31,  2005,  assuming a tax rate of
34%.

       Year of Loss     Amount    Expiration Date
      --------------   --------   ----------------
      March 31, 2005   $ 99,751   March 31, 2025
      March 31, 2004    134,043   March 31, 2024
                       --------
                       $233,794
                       ========


The expiration dates for U.S. net operating losses (NOL) may be extendable under
Section 381 of the U.S. Internal Revenue Code.


                                       8
<PAGE>

NOTE D - LOANS FROM SHAREHOLDERS

The Company  currently has $135,200 in shareholder  loans payable and $10,163 in
related accrued interest expense.  Interest expense on the outstanding loans for
the three months ended September 30, 2005 was $4,056.  The loans accrue interest
at 12% per annum, are unsecured and have no specific terms of repayment.

On May 2, 2005, the principal  amount of a shareholder loan from Steve McManaman
for $101,874 was repaid in full.

NOTE E - COMMON STOCK

At inception on July 29, 2003,  we issued  2,000,000  founders  shares at par or
$0.001.

On September 1, 2004, upon the completion of an SB-2  registration and offering,
the Company issued 1,337,000 shares of common stock in exchange for $133,700, or
$0.10 per share.

On January 21, 2005 250,000  founder  shares were returned and canceled  leaving
3,087,000 shares outstanding as of our fiscal year end on March 31, 2005.

On August 28, 2005, the Board approved a 1.3 for 1 forward stock split which was
approved by a majority of the  existing  shareholders.  The forward  stock split
resulted in an additional 926,100 shares bringing the total share outstanding as
of September 30, 2005 to 4,013,100.

On August 24, 2005, the Company  entered into a binding LOI with UpSNAP 2004 The
terms of the LOI  required  the Company to raise up to One Million  Nine Hundred
and  Eighty  Thousand  (USD$1,980,000.00)  Dollars in equity  financing.  During
September 2005, the Company received $1,470,377 in exchange for 1,633,752 shares
of common stock,  or $0.90 per share.  Each  purchaser of a share in the private
placement also received one  non-transferable  series A warrant with an exercise
price of $1.50 and a term of twelve  months.  As of September 30, 2005 no shares
related to the placement were issued.  Accordingly,  the Company  recorded these
funds to Common  Stock  Subscribed.  The Company has  included  the shares to be
issued in the  placement  in our  weighted  average  share  calculation  for EPS
purposes.

NOTE F - WARRANTS

At September 30, 2005,  pursuant to the private  placement  described in Note E,
the Company had  1,633,752  Series A Warrants  outstanding  entitling the holder
thereof the right to purchase one common share for each warrant held as follows:


                                       9
<PAGE>

                            Exercise
      Warrant   Number of   Price Per   Expiration
      Series    Warrants     Warrant       Date
      -------   ---------   ---------   ----------
      A           100,000   $    1.50     9/9/2006
      A           100,000   $    1.50    9/13/2006
      A            12,500   $    1.50    9/20/2006
      A            12,500   $    1.50    9/20/2006
      A            72,000   $    1.50    9/21/2006
      A            25,000   $    1.50    9/22/2006
      A           125,002   $    1.50    9/22/2006
      A            25,000   $    1.50    9/23/2006
      A            87,500   $    1.50    9/23/2006
      A           100,000   $    1.50    9/23/2006
      A            12,500   $    1.50    9/26/2006
      A            25,000   $    1.50    9/26/2006
      A            50,000   $    1.50    9/26/2006
      A           525,000   $    1.50    9/26/2006
      A            22,000   $    1.50    9/27/2006
      A            27,750   $    1.50    9/27/2006
      A           150,000   $    1.50    9/27/2006
      A            22,000   $    1.50    9/28/2006
      A            25,000   $    1.50    9/28/2006
      A           115,000   $    1.50    9/29/2006
                ---------
      Total     1,633,752
                =========


NOTE G - RELATED PARTY TRANSACTIONS

In June, the Company entered into an  administrative  consulting  agreement with
Todd M.  Pitcher  to manage  and  administrate  the  operations  and  regulatory
requirements  of the Company.  During the quarter ended  September 30, 2005, the
Company paid Mr. Pitcher $8,098.

In July, the Company entered into a professional  services agreement with Justin
Frere to perform certain  accounting  services on behalf of the Company.  During
the quarter ended September 30, 2005, the Company paid Mr. Frere $6,000.

NOTE H - GOING CONCERN AND MANAGEMENT'S PLANS

The Company has  incurred  losses since  inception of $276,919 to September  30,
2005.  There can be no  assurance  that the  Company  will  continue  as a going
concern.  The Company has incurred  recurring losses and cash flow  deficiencies
from operations that raise  substantial doubt about its ability to continue as a
going concern.  The Company's  continued existence is dependent upon its ability
to increase operating revenues and/or raise additional equity capital sufficient
to generate enough cash flow to finance operations in future periods.  There can
be no assurance that such additional  financing will be obtained.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                       10
<PAGE>

NOTE I - SUBSEQUENT EVENTS

From  September  30, 2005  through  October  31,  2005 the  company  received an
additional $675,823 pursuant to the September 2005 private placement.

On October 31, 2005 the Board of  Directors  voted to amend the  September  2005
private placement to accept the oversubscribed amount of $166,200.

On October  31,  2005,  the Board of  Directors  voted to convert  the  existing
shareholder  debt totaling  $145,363 in principal and accrued interest to common
stock.

As filed in an 8-K with the  Securities  and Exchange  Commission on October 24,
2005, on October 20, 2005,  Bedinger & Company was appointed as the  independent
auditor for the Company's  financial  statements for the period ended  September
30, 2005 and to review the pro forma  consolidated  financial  statements of the
Company and to perform the  Company's  audit for the year ended March 31,  2006.
Moen & Company was dismissed as the Company's  independent auditor. The decision
to change  auditors was approved by the Company's  Board of Directors on October
17, 2005.

During  the  Company's  most  recent  completed  fiscal  years  and  during  the
subsequent   period  ending  June  30,  2005,  with  respect  to  the  financial
statements,  there  were no  disagreements  with Moen & Company on any matter of
accounting principals or practices,  financial statement disclosure, or auditing
scope or procedure,


                                       11
<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

Our  Company  is engaged in the  search  for and  completion  of merger  with an
operating company.  Our Company's principal capital resources have been acquired
through issuance of common stock and from shareholder loans.

From  inception  on July  25,  2003 to  present,  our  operations  consisted  of
acquiring  and  staking  our first  potential  mining  property,  preparing  the
registrations  of our  securities and  conducting  our public  offering.  In the
summer of 2005, the board of directors of the Company  determined  that it would
no longer seek to fulfill its business plan of developing mining properties.  At
that time,  the Company began  searching  for private  companies to acquire in a
reverse  acquisition  transaction.  In August  2005,  we entered  into a binding
letter of intent relating to the reverse  acquisition of UpSnap 2004, a provider
of mobile search services.

Since inception, we have raised funds from the sale of common stock and interest
bearing  loans.  Net cash  provided by financing  activities  from  inception to
September 30, 2005 was $1,753,496,  as the result of proceeds  received from the
founders of the Company,  the public  offering and other lenders  ($283,119) and
our September 2005 private placement ($1,470,377).

Since the summer of 2005, we have been a non operating company.  We have not yet
generated or realized any revenues.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that affect the amounts of assets,  liabilities,  revenues and
expenses  reported  in  the  accompanying   financial   statements  and  related
footnotes.   Management  bases  its  estimates  and  assumptions  on  historical
experience,   observance  of  industry  trends  and  various  other  sources  of
information  and  factors.  Actual  results  may differ  from  these  estimates.
Critical  accounting  policies  are  defined  as those  that are  reflective  of
significant  judgments  and  uncertainties,  and  potentially  could  result  in
materially  different  results under different  assumptions  and conditions.  In
consultation  with our Board of Directors,  we have  identified  six  accounting
principles  that  we  believe  are  key to an  understanding  of  our  financial
statements.  These  important  accounting  policies  require  management's  most
difficult, subjective judgments.

General and Administration Expenses

General and Administration expenses are written off to operations when incurred.


                                       12
<PAGE>

Income taxes

Provisions  for income taxes are based on taxes  payable or  refundable  for the
current period and deferred taxes on temporary differences between the amount of
taxable income and pretax  financial  income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements. Deferred
tax assets and liabilities are included in the financial statements at currently
enacted  income tax rates  applicable  to the period in which the  deferred  tax
assets and  liabilities  are expected to be realized or settled as prescribed in
FASB Statement No. 109,  Accounting for Income Taxes.  As changes in tax laws or
rates are enacted,  deferred tax assets and liabilities are adjusted through the
provision for income taxes.  Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

Deferred Taxes

In assessing  the  realizability  of deferred tax assets,  management  considers
whether it is more likely than not that some  portion or all of the deferred tax
assets will not be realized.  The ultimate realization of deferred tax assets is
dependent  upon the  generation of future  taxable  income during the periods in
which those temporary  differences become deductible.  Management  considers the
scheduled reversal of deferred tax liabilities,  projected future taxable income
and tax  planning  strategies  in making  this  assessment.  At March 31, 2004 a
valuation  allowance  for the full  amount  of the net  deferred  tax  asset was
recorded  because of uncertainties as to the amount of taxable income that would
be generated in future years. The valuation allowance increased by approximately
$33,915 to $79,490  for the year ended  March 31,  2005,  assuming a tax rate of
34%.

Results of Operations

THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

General and Administrative expenses for the three and six months ended September
30, 2005 totaled  $22,294 and  $43,125,  respectively  and  included  $14,835 in
professional  fees and $4,056 of  interest  expense for the three  months  ended
September  30,  2005 and  $30,137 in  professional  fees and $7,217 in  interest
expense for the six months ended September 30, 2005.

Net loss for the three and six months ended  September  30, 2005 was $22,294 and
$43,125  compared  to $10,556  and  $22,964  for the three and six months  ended
September  30, 2004 The three and six month  increase in net loss of $11,738 and
$20,161 was  primarily  due to  increased  professional  fees as a result of the
Company's transition to operating primarily in the United States from Canada and
preparing the Company for outside equity  investment  while  pursuing  potential
merger candidates in addition to increased interest expense.

Financial Condition

From  inception to September  30, 2005,  we incurred an  accumulated  deficit of
$276,919, and we expect to incur additional losses through the year ending March
31, 2006 and for the foreseeable  future. To present this loss has been incurred
through  a  combination  of  professional  fees  and  expenses   supporting  our
discontinued plan to establish and expand mining operations.


                                       13
<PAGE>

We have  financed our  operations  since  inception  primarily  through debt and
equity financing. During the three months ended September 30, 2005, we had a net
increase in cash of  $1,274,001  due  primarily  to the  September  2005 private
placement (see Note E to our financial  statements).  Total cash resources as of
September 30, 2005 was $1,305,318 compared with $31,317 at June 30, 2005.

Our  independent  registered  public  accountants,  Bedinger  and  Company  have
indicated that,  based on the Company's  financial  statements,  there can be no
assurance the Company will continue as a going concern.  Moreover,  Bedinger and
Company has noted that the Company has suffered recurring losses from operations
that raises substantial doubt about its ability to continue as a going concern.

The  Company's  need  to  raise  additional  equity  or debt  financing  and the
Company's  ability to  generate  cash flow from  operations  will  depend on its
future performance and the Company's ability to successfully  implement business
and growth  strategies.  The  Company's  performance  will also be  affected  by
prevailing economic  conditions.  Many of these factors are beyond the Company's
control. If future cash flows and capital resources are insufficient to meet the
Company's  commitments,  the Company may be forced to reduce or delay activities
and capital  expenditures or obtain additional equity capital. In the event that
the  Company  is unable to do so, the  Company  may be left  without  sufficient
liquidity.

Liquidity and Capital Resources

As of September 30, 2005, we have yet to generate any revenues from our business
operations.

At inception on July 29, 2003,  we issued  2,000,000  founders  shares at par or
$0.001.  On September 1, 2004, upon the completion of an SB-2  registration  and
offering,  the Company issued  1,337,000  shares of common stock in exchange for
$133,700,  or $0.10 per share.  Since our  inception,  Mr.  McMannaman  advanced
demand loans to us with the total sum of $101,874 outstanding, part of which was
used for  organizational and start-up costs. The loans did not bear interest and
were paid in full on May 2, 2005.

We issued two  promissory  notes  reflecting  demand loans and they are due upon
demand.  In  February  2005 we received a further  $101,214 in interest  bearing
loans from other parties.

As of September 30, 2005, we had cash  resources of $1,305,318  due primarily to
funds  received  pursuant  to  our  September  2005  private  placement.  We had
liabilities  totaling  $150,048  including  accounts payable of $4,685,  accrued
interest of $10,163 and shareholder loans payable of $135,200.


                                       14
<PAGE>

Risk Factors

Risks Related To Our Business:

We expect losses to continue,  and failure to generate  revenues or find outside
investment will cause us to go out of business.

We were  incorporated  on July 25,  2003,  and we have not started our  proposed
business operations or realized any revenues.  We have no operating history upon
which an  evaluation  of our future  success or failure can be made. We have not
generated any operating  revenues since inception.  Our net loss since inception
to  September  30,  2005 is  $276,919.  Our  ability  to  achieve  and  maintain
profitability   and  positive  cash  flow  is  dependent  upon  our  ability  to
successfully  complete  the merger with  UpSNAP,  Inc.  or develop a  profitable
operation.

Risks Relating To Our Common Stock:

There is a limited market for our common stock.

Our common stock is traded in the  Over-the-Counter  Bulletin Board market,  and
this may cause delays in the timing of transactions and reductions in the number
and  quality  of  securities  analysts'  reporting  on us and the  extent of our
coverage in the media.  Trading in our common  stock has been  sporadic,  and at
present,  there is a limited  market for it.  There can be no  assurance  that a
stronger market will develop.  Even if such a market does develop, it may not be
sustained.

Future sales of our common stock by existing  shareholders  under Rule 144 could
decrease the trading price of our common stock.

As of September 30, 2005, a total of 1,738,100 shares of our outstanding  common
stock were "restricted  securities" and could be sold in the public markets only
in compliance  with Rule 144 adopted under the  Securities  Act of 1933 or other
applicable exemptions from registration. Rule 144 provides that a person holding
restricted securities for a period of one year may thereafter sell, in brokerage
transactions,  an amount not exceeding in any three-month  period the greater of
either  (i) 1% of the  issuer's  outstanding  common  stock or (ii) the  average
weekly trading  volume in the securities  during a period of four calendar weeks
immediately  preceding the sale.  Persons who are not affiliated with the issuer
and who have held  their  restricted  securities  for at least two years are not
subject to the volume  limitation.  Possible or actual sales of our common stock
by present  shareholders  under Rule 144 could have a  depressive  effect on the
price of our common stock.


                                       15
<PAGE>

Our common stock is subject to "penny stock" rules.

Our common stock is classified as a penny stock by the  Securities  and Exchange
Commission.  This  classification  severely  and  adversely  affects  the market
liquidity for our common stock.  The  Commission  has adopted Rule 15g-9,  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules  require:  (i) that a broker or  dealer  approve a  person's  account  for
transactions  in penny  stocks;  and (ii) the broker or dealer  receive from the
investor a written agreement to the transaction,  setting forth the identity and
quantity  of the penny  stock to be  purchased.  In order to  approve a person's
account for  transactions in penny stocks,  the broker or dealer must (i) obtain
financial  information and investment  experience  objectives of the person; and
(ii) make a reasonable  determination  that the transactions in penny stocks are
suitable for that person and the person has sufficient  knowledge and experience
in financial  matters to be capable of evaluating the risks of  transactions  in
penny stocks.  The broker or dealer must also deliver,  prior to any transaction
in a penny stock, a disclosure  schedule prepared by the Commission  relating to
the penny stock market,  which,  in highlight  form, sets forth (i) the basis on
which the broker or dealer made the suitability  determination and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction.  Disclosure also has to be made about the risks of investing in
penny stocks in public offerings and secondary trading and about the commissions
payable to the broker-dealer and registered  representative,  current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock  transactions.  Finally,  monthly  statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

ITEM 3. CONTROLS AND PROCEDURES

Based on his most  recent  evaluation,  which  was  completed  within 90 days of
filing of this Form 10-QSB,  the  Company's  chief  executive  officer and chief
financial officer believe the Company's  disclosure  controls and procedures (as
defined in Exchange  Act Rule 13a-14 and 15d-14) are  effective.  There were not
any  significant  changes in the Company's  internal  controls or no other facts
that could  significantly  affect these controls  subsequent to the date of this
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses. The Company is presently unable to provide
segregation  of duties within the Company as a means of internal  control.  As a
result, the Company is presently relying on overriding  management reviews,  and
assistance from its board of directors in providing short-term review procedures
until such time as additional funding is provided to hire additional  executives
to segregate duties within the Company.


                                       16
<PAGE>

                                     Part II

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

In September and October, 2005, we closed a private placement of 2,384,668 Units
to 51 accredited investors in consideration of $2,146,200. Each Unit consists of
one  share  of  our  common  stock  at a  price  of  $0.90  per  share  and  one
non-transferable  series A warrant with an exercise price of $1.50 and a term of
twelve months.  The foregoing offering was made in reliance upon exemptions from
registration  requirements of the Securities Act afforded by Section 4(2) of the
Securities  Act and  Regulation S of the  Securities  Act. This offering was not
registered  under the  Securities  Act and  accordingly  the  shares  may not be
offered  or sold in the  Untied  States  absent  registration  or an  applicable
exemption from registration requirements of the Securities Act.

On October 31,  2005,  we entered  into a Debt  Conversion  Agreement  with four
holders of company  notes  having an  aggregate  principal  amount plus  accrued
interest of $145,363.  Under the Debt Conversion Agreement,  we converted all of
these notes and any accrued  interest  into our common  stock at a rate of $0.50
per share.  An aggregated  290,726  shares of our common stock were delivered to
the holders of the notes. The foregoing  issuances were made in reliance upon an
exemption  from  registration  requirements  of the  Securities  Act afforded by
Section 4(2) of the  Securities  Act for offers and sales of securities  that do
not  involve a public  offering.  This  offering  was not  registered  under the
Securities  Act and  accordingly  the  shares  may not be offered or sold in the
Untied States absent  registration or an applicable  exemption from registration
requirements of the Securities Act.

In October,  2005,  we issued  1,500,000  series B warrants to purchase an equal
number of shares of our common stock to Sundar  Communications  in consideration
of services  provided by Sundar.  We also  issued  700,000  series B warrants to
Executive Forums LLC giving them the right to purchase an equal number of shares
in consideration of services provided by Executive  Forums.  These warrants have
an exercise price of $1.10 and expire in five years. The foregoing  offering was
made in reliance  upon an exemption  provided by Section 4(2) of the  Securities
Act for offers and sales of  securities  that do not involve a public  offering.
This offering was not registered  under the Securities Act and  accordingly  the
shares may not be offered or sold in the Untied States absent registration or an
applicable exemption from registration requirements of the Securities Act.


                                       17
<PAGE>

ITEM 4. Exhibits

10.1    Form of Subscription Agreement for September 2005 Private Placement

10.2    Form of Registration Rights Agreement for September 2005 Private
        Placement

10.3    Debt Conversion Agreement, dated October 31, 2005, among the Company,
        518464 B.C. Ltd., Art Mapp Communications, inc., Jason Sundar, and
        Yvonne New.

10.4    Form of Series A Warrant

10.5    Form of Series B Warrant

31      Certification of Principal Executive Officer and Principal Financial
        Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.


                                       18
<PAGE>

ITEM 5. Signatures

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                        UpSNAP, Inc.
                                                        /s/ Todd M. Pitcher
                                                        ------------------------
                                                        Name: Todd M. Pitcher
                                                        Title: CEO


                                       19
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT   EXHIBIT
NUMBER    DESCRIPTION

10.1      Form of Subscription Agreement for September 2005 Private Placement

10.2      Form of Registration Rights Agreement for September 2005 Private
          Placement

10.3      Debt Conversion Agreement, dated October 31, 2005, among the Company,
          518464 B.C. Ltd., Art Mapp Communications, inc., Jason Sundar, and
          Yvonne New.

10.4      Form of Series A Warrant

10.5      Form of Series B Warrant

31        Certification of Principal Executive Officer and Principal Financial
          Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

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.


                                       20