UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
SEC
File Number
000-50560
CUSIP
Number
916741101
NOTIFICATION
OF LATE FILING
(Check
One):
[X] Form
10-K [ ] Form 11-K [ ] Form
20-F [ ] Form 10-Q
[
]
Form
10-D [ ] Form N-SAR [
] Form N-CSR
For
Period Ended: September 30,
2007
[
]
Transition Report on
Form 10-K
[
]
Transition Report on
Form 20-F
[
]
Transition Report on
Form 11-K
[
]
Transition Report on
Form 10-Q
[
]
Transition Report on
Form N-SAR
For
Transition Period
Ended:
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
UPSNAP,
IN
C.
134
Jackson Street, Suite 203, P.O. Box 2399
Address
of Principal Executive Office
(Street and
Number)
Davidson,
North Carolina 20836
City,
State and Zip Code
PART
II – RULE 12-b 25 (b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense
and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should
be
completed. (Check box if appropriate.)
|
(a)
|
The
reasons described in reasonable detail in Part III of this form
could not
be eliminated without unreasonable effort or expense;
|
[X]
(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
20-F,
11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly
report
or transition report on Form 10-Q or portion thereof will be filed on or
before
the fifth calendar day following the prescribed due date; and
|
(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
|
State
below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report portion thereof could not be filed
within
the prescribed time period. (Attach extra sheets if needed.)
Registrant
had previously disclosed a significant business combination transaction
that was
conditioned upon the closing of a financing anticipated for late December
2007. The financing has been delayed until
2008. Registrant has obtained its audited financial statements for
the year ended September 30, 2007 and has received audited financial statements
for the other company in the transaction. However, in late December,
Registrant has had to revise some of the text disclosure to report on a
separate
company basis. Year-end holiday schedules have interfered with the timing
needed to complete the revisions and then to conduct the review of the
entire
Form 10-KSB.
PART
IV – OTHER INFORMATION
|
(1)
|
Name
and telephone number of person to contact in regard to this notification
|
Tony
Philipp (Chief Executive Officer)
|
|
(704)
|
895-4121
|
(Name)
|
|
(Area
Code)
|
(Telephone
Number)
|
|
(2)
|
Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company
Act of 1940 during the preceding 12 months or for such shorter
period that
the registrant was required to file such report(s) been filed?
If the
answer is no, identify report(s).
|
[X]
Yes
[ ] No
|
(3)
|
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof?
|
[
]
Yes
[X] No
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate
of the results cannot be made.
UPSNAP,
INC.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
|
UPSNAP,
INC.
|
Date: December
31, 2007
|
By:
|
/s/
Tony Philipp
|
|
|
Tony
Philipp
Chief
Executive
Officer
|