U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB/A


AMENDMENT
      NO. 2








[X]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                for the period ended December 31,
                2005





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








134
      Jackson Street, Suite 203, P.O. Box 2399, Davidson, North Carolina
      20836


----------------------------------------------------------------------------------------------------------------


(Address
      of Principal Executive Offices)





(704)
      895.4121


-----------------------------------------------------------------------------


(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
                September 14, 2006Common
                Stock ($.001 par value)
            
            21,151,324







Transitional
      Small Business Disclosure Format (Check one): Yes [ ] No [X]







*This
      Form 10-QSB/A is being filed for the purpose of amending Item 3 Controls and
      Procedures of Part II and Item 6 Exhibits of Part II to reflect the filing
      of
      current certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, and current certifications
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This Form 10-QSB/A
      does not attempt to modify or update any other disclosures set forth in the
      original filing, except as required to reflect the effects of the restatement.
      Additionally, this Form 10QSB/A does not purport to provide a general update
      or
      discussion of any other developments at the company subsequent to the original
      filing.*




2





**ITEM
      3.****CONTROLS
      AND PROCEDURES**





**Controls
      and Procedures**





Our
      management, with the participation of our chief executive officer and chief
      financial officer, evaluated the effectiveness of our disclosure controls and
      procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934
      as
      of the end of the period covered by this Quarterly
      Report on Form 10-QSB.




Based
      on
      the evaluation, our
      chief
      executive officer and chief financial officer concluded
      at December 31, 2005, that our disclosure controls and procedures were effective
      to ensure that information required to be disclosed by us in reports that we
      file or submit under the Securities Exchange Act of 1934 (i) is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms and (ii) is accumulated
      and
      communicated to management, including our chief executive officer and chief
      financial officer, as appropriate to allow timely decisions regarding required
      disclosure.




Although
      we provided the disclosure required by Part 1, Item 3 of Form 10-QSB “Controls
      and Procedures,” in this Quarterly
      Report on Form 10-QSB and although our chief executive officer and chief
      financial officer concluded as of the end of the period covered by this Quarterly
      Report on Form 10-QSB that our disclosure
      controls and procedures were effective, we reevaluated these controls and
      implemented additional procedures. As these additional procedures were not
      in
      place at the end of the period covered by this Quarterly
      Report on Form 10-QSB, our chief executive officer and chief financial officer
      have now concluded
      that as of the end of the period covered by this Quarterly
      Report on Form 10-QSB, our
      disclosure controls and procedures were ineffective to ensure that information
      required to be disclosed by us in reports that we file or submit under the
      Securities Exchange Act of 1934 (i) is recorded, processed, summarized and
      reported within the time periods specified in Securities and Exchange Commission
      rules and forms and (ii) is accumulated and communicated to management,
      including our chief executive officer and chief financial officer, as
      appropriate to allow timely decisions regarding required
      disclosure.




In
      the
      Fourth Quarter of our 2006 Fiscal Year we implemented certain remedial actions
      in our disclosure controls and procedures to ensure that our disclosure controls
      and procedures are effective to ensure that information required to be disclosed
      by us in reports that we file or submit under the Securities Exchange Act of
      1934 (i) is recorded, processed, summarized and reported within the time periods
      specified in Securities and Exchange Commission rules and forms and (ii) is
      accumulated and communicated to management, including our chief executive
      officer and chief financial officer, as appropriate to allow timely decisions
      regarding required disclosure. We now have put in place a Regulatory Disclosure
      Committee composed of our chief financial officer, another senior executive
      and
      an independent Board member, to ensure that all filings are reviewed and
      discussed by the members of this Committee in consultation with our outside
      securities law counsel before they are filed. The Committee will also examine
      the Company disclosure controls, and work towards developing a systematic
      process for evaluating the effectiveness of these controls over time. We do
      not
      expect to incur any material expenditures in connection with the implementation
      of these procedures.




3




**Changes
      in Internal Control over Financial Reporting**




There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this Quarterly Report on Form 10-QSB that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.




4


**PART
      II**








**ITEM
      6.**  **EXHIBITS**


****


Exhibit
                No.
            
            **Description**





31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Tony Phillips, Chairman and
                Chief
                Executive Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Paul C. Schmidt, Chief Financial
                Officer32
            
            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.








5


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:
                  September  15, 2006
                /s/
                    Tony
                    PhilippTony
                    PhilippChief
                    Executive Officer(Chairman
                    of the Board andPrincipal
                    Executive Officer)Date:
                    September  15, 2006
                /s/
                    Paul C.
                    SchmidtPaul
                    C. SchmidtChief
                    Financial Officer(Principal
                    Financial Officer)





6





**INDEX
      TO EXHIBITS**





Exhibit
                No.
            
            **Description**





31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Tony
                Phillips, Chairman and Chief Executive Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Paul C.
                Schmidt, Chief Financial Officer32
            
            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.




7