UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~January~~ 8June 19, 2009

~~UpSnap~~UPSNAP, ~~Inc~~ INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

Nevada		0-50560		20-0118697
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(State or~~c/o ~~Other~~Duratech ~~Jurisdiction~~Group Inc. 2920 9th Avenue North Lethbridge, Alberta, Canada T1H 5E4 (Address of ~~Incorporation~~principal executive offices)

~~000~~Registrant’s telephone number, including area code: (403) 320-~~50560~~1778

(~~Commission File~~Former ~~Number~~name or former address, if changed since last report)

20This Current Report on Form 8-~~0118697~~K is filed by UpSnap, Inc., a Nevada corporation (the “Registrant”), in connection with the matters described herein.

(IITEM 1.~~R.S. Employer~~01 ~~Identification~~ENTRY ~~No.)~~INTO A MATERIAL DEFINITIVE AGREEMENT

~~2930~~On ~~9th~~June ~~Avenue~~18, ~~North~~2009, ~~Lethbridge~~the Registrant through its principal subsidiary, Duratech Group Inc. (“Duratech”) and all of the contracting parties executed a Purchase Agreement dated as of June 8, 2009 (the “Agreement”), between and among Duratech, 1152645 Alberta Ltd., an Alberta numbered corporation (“Alberta Company”), and Al Kirby, a citizen of Alberta, Canada (“Kirby”) and the principal owner of Alberta Company, pursuant to which Duratech had a right to acquire, subject to the satisfaction prior to closing of certain conditions precedent and after closing certain conditions subsequent, 100% of Al Kirby’s ownership interest in Alberta Company, which reflected 100% of the common voting shares and approximately 76% of the overall ownership of the Alberta Company for consideration consisting of cash having an aggregate market value of approximately $1 million (Canadian Dollars), approximately $924,000 U.S. Dollars based on foreign currency rates on the date of the Agreement. ~~TIH~~On ~~5E4~~June 18, 2009, the parties also entered into a Purchase Agreement and Assignment where Al Kirby agreed to sell and assign all intellectual property rights associated with the Water purification and Waste Water Systems and the Salinating systems to Duratech and all rights to manufacture Soil Remediation units as per the contract. On June 18, 2009, Al Kirby and Duratech also entered into an Assignment where Al Kirby assigned all intellectual property rights associated with Soil Remediation Process (Nature zone) to Alberta Company.

Pursuant to the Agreement, Duratech will initially pay $500,000 (~~Address of~~CAD) ~~Principal~~cash ~~Executive~~to ~~Offices~~Kirby on July 15, 2009 (“initial payment”) plus 1% per month late payment fees if funds are late and $500,000 (~~Zip~~CAD) ~~Code~~payable over 50 months at rate of $10,000 (CAD) per month (without interest) beginning August 15, 2009 and the 15th of the following months until paid in full.

The consummation of the acquisition is contingent on Duratech completing an acquisition financing that will provide the required $1,000,000 (~~403~~CAD) in cash, although this contingency has not been expressly made a condition precedent to Duratech’s obligations under the Agreement. In addition, the Agreement has certain ~~320-1778~~conditions precedent to the obligation of Duratech to consummate the acquisition, such as confirmation that Alberta Company has $900,000 (CAD) in Accounts Receivable and $150,000 (CAD) to $250,000 (CAD) in inventory, approximately $150,000 (CAD) in Assets and $367,000 (CAD) in Liabilities; and validation of Environment Certificate (giving right to operate in Canada). In addition, the Agreement has certain guarantees by Kirby that survive the closing of the transaction, namely that there are no other liabilities that are not otherwise disclosed, that Kirby has the right to sell his interests in the Alberta Company and the intellectual property, that Kirby has the exclusive rights to manufacture the remediation units and assigns those rights to Duratech.

There would be no shares issued as part of this transaction. At closing, Duratech shall take active control of the Company and daily operations. As conditions subsequent, Kirby shall sign over his ownership interests (~~Registrant's~~stock certificates) after the first $500,000 (CAD) has been paid, a final accountant prepared financial ~~Telephone~~statement ~~Number~~prepared for the cutoff date no later than July 10th and a statement must be given prior to June 30th or prior to the initial payment; and in case of default by Duratech to be able to make payments within 90 days of due date, ~~Including~~any ~~Area~~ownership ~~Code~~which has not been paid for will revert back to Kirby pro rate to the amount which is unpaid. As of the date of this filing, Duratech has not yet fulfilled the payment of the initial $500,000 (CAD) to Kirby.

~~This Current~~The ~~Report~~Board onof ~~Form~~Directors ~~8-K~~of isthe ~~filed~~Registrant byauthorized ~~UpSnap~~the management of the Registrant and Druatech to enter into the Agreement at a meeting held on June 19, ~~Inc~~2009., The Agreement is a ~~Nevada~~binding ~~corporation~~agreement (between the ~~“Registrant”),~~ inparties ~~connection~~thereto with conditions subsequent, and it embodies all of the ~~items~~material terms and conditions that are necessary to enforce the rights and obligations set forth ~~below~~therein with respect to the subject matter of the Agreement.

ITEM 18.01 ~~Entry~~ ~~Into~~OTHER ~~A Material Definitive Agreement~~EVENTS

~~ITEM~~On 3July 21, 2009, Entech Energy Group (International) Inc.02 (“Entech” or “Plaintiff”) filed a complaint against Alan Kirby (“Kirby”), 1152645 Alberta Ltd.(“1152645”) and Duratech Group Inc. (“Duratech”) (collectively “Defendants”) in the Court of Queen’s Bench ~~Unregistered~~of ~~Sales~~Alberta, Judicial Centre of ~~Securities~~Calgary (Solicitor’s File No. 09-1567/BHH), in which it alleges among other claims that Entech and Kirby had entered into a prior agreement on March 1, 2009 in which Plaintiff agreed to purchase all of the intellectual property and reclamation technology used on the soil reclamation business (“Intellectual Property”) and all shares in 1152645 owned by Kirby and would thus be in breach of contract which would preclude Duratech from proceeding with its purchase of 100% of Kirby’s ownership interest in 1152645. In regards to Duratech, Plaintiff alleges that Duratech unduly interfered with the contractual relations of the Plaintiff and Kirby and 1152645 and induced a breach of agreement between the parties. In regards to Duratech, Plaintiff requests a declaration that the Intellectual Property and shares of Kirby be held in trust for Plaintiff, that a order for transfer of such intellectual property and shares to the Plaintiff, that damages in an amount to be proven at trial and punitive damages of $1,000,000. Duratech vehemently denies the allegations of Plaintiff and believe that its claims are without merit. The Company has engaged Stringham Denecky Law Office, counsel admitted to practice law in the Court of Queen’s Bench of Alberta, and intend to vigorously defend its rights and position to the fullest extent of the law. These matters have yet to be determined by a court of law.

The Registrant and the individuals listed on the signature page thereof (the “Sellers”) have entered into a Preferred Stock Exchange Agreement, dated as of January 8, 2009 (the “Agreement”), pursuant to which the Registrant agreed to issue 338,938,010 shares of Common Stock, when the same are authorized, and to issue 127,568,470 options on Common Stock of UpSnap, when the same are authorized (collectively referred to as the “UpSnap Securities”) in exchange for not less than 3,198,362 shares of Preferred Stock of Duratech Group Inc., an Alberta corporation and majority owned subsidiary of UpSnap (“Duratech”), and up to 1,203,790 options on Preferred Stock of Duratech (collectively referred to as the “Duratech Securities”). The exchange ratio under the Agreement for the exchange of both the Common Stock of UpSnap for the Preferred Stock of Duratech, and for the options on Common Stock of UpSnap for options on the Preferred Stock of Duratech is equal to 105.9723627 to one.

Inasmuch as the Sellers have agreed to exchange all of their Duratech Securities for UpSnap Securities, and the Sellers represent the holders of all of the Preferred Stock and options on Preferred Stock of Duratech, after the closing UpSnap will own all of such issued and outstanding securities.. The Preferred Stock of Duratech has a designation which entitles it to one vote per share, has a $1.00 liquidation preference and is not entitled to any dividend or conversion privilege. There is one remaining security, other than the common stock of Duratech, which will be issued and outstanding after the exchange. This is the 158,096 shares of Preferred Non-Voting stock, which has a $1.00 liquidation preference, is not entitled to any dividend or conversion privilege, and is to be liquidated in three years.

UpSnap will issue, when the UpSnap securities are authorized, the UpSnap Securities in reliance on an exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S, inasmuch as the Sellers (with one exception) are all non-U.S. persons. UpSnap will issue, when the UpSnap Securities are authorized, the UpSnap Securities to the one U.S. person in reliance on an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

The closing contemplated by the Agreement shall be held as promptly as practicable after the Articles of Incorporation of UpSnap are amended to authorize at least 466,506,480 shares of Common Stock, $.001 par value, to be issued pursuant to the Agreement. In this regard, the Registrant has filed with the Commission a preliminary information statement on Schedule 14C to increase the authorized common stock to One Billion (1,000,000,000) shares and to authorize Ten Million (10,000,000) shares of so-called “blank check” preferred stock, which preliminary information statement has been reviewed and commented on by the Commission by letter dated November 3, 2008. There can be no assurances that the increase in authorized Common Stock necessary to consummate the exchange will be effected unless the Registrant is cleared by the Commission to file and mail a definitive information statement on Schedule 14C to its shareholders pursuant to SEC Rule 14c-2. The registrant intends to amend the preliminary information statement on Schedule 14C to respond to the Commission's comments contained in its letter of November 3, 2008, and to incorporate the terms and conditions of the Agreement.

Consummation of the Agreement will not result in a change in control of the Registrant, inasmuch as the Sellers currently own 71.08% of the issued and outstanding shares of Common Stock and options on Common Stock of the Registrant. After the closing under the Agreement, the Sellers will own 95% of the issued and outstanding shares of Common Stock and options on Common Stock of the Registrant. Insofar as the transaction contemplated by the Agreement involves an interested director transaction within the meaning of NRS 78.140, management believes that the transaction is fair to UpSnap at the time it was authorized and approved by its Board of Directors. UpSnap will benefit by increasing its ownership of the equity capitalization of Duratech from 65% to 98.76% as a result of the exchange of the Duratech Securities for the UpSnap Securities.

Registrant currently has issued and outstanding 73,719,666 shares of par value $.001 common stock, which trades on the Over-The-Counter Bulletin Board under the symbol “UPSN.OB,” and 23,780,334 options on shares of common stock.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

2.1 Preferred Stock Exchange Agreement dated January 8, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UPSNAP, INC.
Date: January 20, 2009	By:	/s/ Peter Van Hierden
Date: August 31, 2009	By:	/s/ Peter Van Hierden
		Peter Van Hierden
		Chief Executive Officer and Director
		Chairman and CEO

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