Exhibit
      31.2




**Certification
      Pursuant to Section 13a-14 of the Securities Exchange Act of 1934 of Paul C.
      Schmidt (UpSNAP Chief Financial Officer)**




I,
      Paul
      C. Schmidt, certify that:




1.  I
      have
      reviewed this report on Form 10-QSB For the Quarter ended March 31, 2006 of
      UpSNAP, Inc. (“registrant”);




2.  Based
      on
      my knowledge, the report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;




4.  The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules l3a-15(e) and 15d-15(e)) for the registrant and have:




a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our


supervision,
      to
      ensure that material information relating to the registrant, including its
      consolidated subsidiaries, is made known


to
      us by others
      within those entities, particularly during the period in which this report
      is
      being prepared;




b)  Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures and
      presented in this report our conclusions


about
      the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on


such
      evaluation;
      and




c)  Disclosed
      in this report any change in the registrant’s internal control over financial
      reporting that occurred during the registrant’s


most
      recent fiscal
      quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected,


or
      is reasonably
      likely to materially affect, the registrant’s internal control over financial
      reporting; and




5.  The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and to the audit committee of the registrant’s board of
      directors (or persons performing the equivalent functions):




a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which


are
      reasonably
      likely to adversely affect the registrant’s ability to record, process,
      summarize and report financial information; and




b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s


internal
      controls
      over financial reporting.




Date: 
      May 15, 2006




/s/
      Paul C. Schmidt Paul
      C.
      Schmidt Chief
      Financial Officer(Principal Financial Officer)