UpSnap, Inc. (fka UPSN)

[jaigew]

Hi all, totally new to this but figured I would try to help. Since I'm in on UPSN I want to make sure we all get it right for all of our sakes.

It seems to me that concerns about dilution are a bit overblown - the answer to whoever that was worrying about the 1,000,000,000 shares is that the corporation is *authorized* to issue those shares but is not necessarily doing it. Just because a corporation's articles of incorporation allow more shares doesn't mean they will do it - it would be much more detrimental to the company than to any of us (at least in terms of money loss). See page 10 of the 14C (http://www.sec.gov/Archives/edgar/data/1261019/000144624709000074/formprer14c.htm).

"IMPLEMENTATION OF THE INCREASE OF CAPITALIZAT ION

In order to implement the Authorized Common Stock Proposal and the Blank Check Preferred Proposal, the Certificate of Amendment provides that Article IV of the Articles of Incorporation shall be amended by substituting in lieu of the first sentence thereof the following:

The Corporation shall have authority to issue One Billion Ten Million(1,010,000,000) shares of capital stock of which One Billion (1,000,000,000) shares shall be designated “Common Stock,” par value of $0.001 per share, and Ten Million (10,000,000) shares shall be designated “Preferred Stock,” par value of $0.001 per share."

According to the 14C page 8:

"The Company desires to authorize sufficient shares for future capital raising activities, acquisitions and general corporate finance purposes, although it has no plans in this regard."