UpSNAP USA Inc. was founded in April 2004 as a mobile search engine using text messaging and pay-per-call advertising. The mobile search engine helps consumers find merchants, content and local services from their mobile handset. During 2004, the company developed its intellectual property platform, and was occupied almost solely with research and development.
On November 15, 2005, UpSNAP USA completed a reverse acquisition transaction with Manu Forti Group, Inc., or "Manu Forti" a Nevada corporation that had been formed on July 25, 2003. In connection with the reverse acquisition transaction, UpSNAP USA, Inc. became a wholly-owned subsidiary and the name was changed from Manu Forti Group Inc. to UpSNAP, Inc.
Manu Forti issued 11,730,000 shares of its common stock, constituting 55.5% of its then outstanding shares of common stock, to the stockholders of UpSNAP USA in exchange for all of the issued and outstanding capital stock of UpSNAP USA. UpSNAP USA thereby became a wholly-owned subsidiary and the former stockholders of UpSNAP USA became our controlling stockholders. The shares were issued to the stockholders of UpSNAP USA in reliance upon an exemption from registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act for offers and sales of securities that do not involve a public offering.
For accounting purposes, the share exchange transaction was treated as a reverse acquisitionwith UpSNAP USA as the acquirer and UpSNAP, Inc. as the acquired party. When we refer in this annual report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of UpSNAP USA.
On January 6, 2006, we acquired the assets of XSVoice Inc., a provider of streaming media for mobile phones. The acquisition gave us a rich portfolio of audio content, including premier entertainment and news outlets including more than 100 music and entertainment channels. XSVoice has provided nearly 2 million mobile consumers with access to a variety of audio content.
Our operations consist solely of the operations of UpSNAP USA, which is now our wholly owned subsidiary, as well as that of the business acquired from XSVoice.
Manu Forti issued 11,730,000 shares of its common stock, constituting 55.5% of its then outstanding shares of common stock, to the stockholders of UpSNAP USA in exchange for all of the issued and outstanding capital stock of UpSNAP USA. UpSNAP USA thereby became a wholly-owned subsidiary and the former stockholders of UpSNAP USA became our controlling stockholders. The shares were issued to the stockholders of UpSNAP USA in reliance upon an exemption from registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act for offers and sales of securities that do not involve a public offering.
For accounting purposes, the share exchange transaction was treated as a reverse acquisitionwith UpSNAP USA as the acquirer and UpSNAP, Inc. as the acquired party. When we refer in this annual report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of UpSNAP USA.
On January 6, 2006, we acquired the assets of XSVoice Inc., a provider of streaming media for mobile phones. The acquisition gave us a rich portfolio of audio content, including premier entertainment and news outlets including more than 100 music and entertainment channels. XSVoice has provided nearly 2 million mobile consumers with access to a variety of audio content.
Our operations consist solely of the operations of UpSNAP USA, which is now our wholly owned subsidiary, as well as that of the business acquired from XSVoice.
