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 March 31, 2006





[  
                ]
            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, 2006
 Common
        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 March 31, 2006, 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.
  **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.
  3
  **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.
 
 4
 
 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)
  5
 
 **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.
 6