UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




(Mark
One)




R
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended November 30, 2008




OR




£
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the transition period from
__________ to ______________





Commission File
Number:  000-51716





SLAP,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            98-0531819(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





565 Silvertip Road, Canmore,
      Alberta
            T1W 3K8(Address
      of principal executive offices)
            (Zip
      Code)




(403)
609-0311


(Registrant’s
telephone number, including area code)








(Former name, former address and former
fiscal year, if changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.      (1) Yes RNo £


(2) Yes RNo £


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large Accelerated
filer  £                                                                                     Accelerated
filer  £





Non-accelerated
filer                                           £                                           Smaller
reporting Company  [X]


(Do not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)Yes [ ]  No [X]




APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the
registrant filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.Yes £No £





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




2,800,000
common shares outstanding as of December 15, 2008.




2




SLAP,
INC.


TABLE
OF CONTENTS




PagePART
      I – FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements
              F-1
      to F-5Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              5Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              7Item
      4.
              Controls
      and Procedures
              7PART
      II – OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              7Item
      1A.
              Risk
      Factors
              7Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              7Item
      3.
              Defaults
      Upon Senior Securities
              8Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              8Item
      5.
              Other
      Information
              8Item
      6.
              Exhibits
              9Signatures
              9


3


PART
I




ITEM
1.FINANCIAL STATEMENTS





The
accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Article 210 8-03 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments considered necessary for a fair presentation have been
included.  All such adjustments are of a normal recurring
nature.  Operating results for the three months ended November 30,
2008, are not necessarily indicative of the results that may be expected for the
fiscal year ending August 31, 2008.  For further information refer to
the financial statements and footnotes thereto included in the Company’s Annual
Report on Form 10-K for the year ended August 31, 2008.





PageUnaudited
      Financial StatementsUnaudited
      Balance Sheets
            F-1Unaudited
      Statements of Operations
            F-2Unaudited
      Statements of Cash Flows
            F-3Notes
      to Unaudited Financial Statements
            F-4
      to F-5





4





SLAP,
INC.


(A
Development Stage Company)


BALANCE
SHEETS


(Stated in US
Dollars)


(Unaudited)




ASSETS
                
                November
      30,
                  2008
                
                
                August
      31,
                  2008CurrentCash
                
                $
                137,982
                
                
                $
                13,668Amounts
      Receivable
                
                
                2,344
                
                
                
                2,134Deferred
      offering costs
                
                
                -
                
                
                
                38,200Total
      Current Assets
                
                $
                140,326
                
                
                $
                54,002LIABILITIESCurrentAccounts payable and accrued
      liabilities
                
                $
                15,186
                
                
                $
                34,490STOCKHOLDERS’ EQUITYCapital
      stock – Notes 3 and 5Authorized:75,000,000
      common shares, par value $0.001 per shareIssued and
      outstanding:2,800,000
      and 1,300,000 common shares at
                  November
      30, 2008 and August 31, 2008, respectively
                
                
                2,800
                
                
                
                1,300Additional Paid-in
      Capital
                
                
                174,000
                
                
                
                63,700Deficit
      accumulated during the development stage
                
                
                (51,660
                )
                
                
                (45,488
                )Total
      Stockholders’ Equity
                
                
                125,140
                
                
                
                19,512Total
      Liabilities and Stockholders’ Equity
                
                $
                140,326
                
                
                $
                54,002




The
accompanying notes are an integral part of these financial
statements.


F-1


SLAP,
INC.


(A
Development Stage Company)


STATEMENTS
OF OPERATIONS


For
the three months ended November 30, 2008 and the period from


Inception
(March 19, 2007) to November 30, 2008


(Stated
in US Dollars)


(Unaudited)




Three
      Months ended November 30,
                    2008
                  
                  
                  Three
      Months
                    ended
      November 30, 2007
                  
                  
                  From
      Inception
                    (March
      19, 2007)
                    to
      November 30, 2008ExpensesOrganizational
      costs
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,250Dry
      hole costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,078Professional
      fees
                  
                  
                  5,442
                  
                  
                  
                  3,000
                  
                  
                  
                  24,137Office
      and administration
                  
                  
                  730
                  
                  
                  
                  44
                  
                  
                  
                  2,195Net
      loss for the period
                  
                  $
                  (6,172
                  )
                  
                  $
                  (3,044
                  )
                  
                  $
                  (51,660
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )Weighted
      average number of
                    shares
      outstanding
                  
                  
                  1,596,703
                  
                  
                  
                  270,497





The
accompanying notes are an integral part of these financial
statements.


F-2


SLAP,
INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


For
the three months ended November 30, 2008 and the period from


Inception
(March 19, 2007) to November 30, 2008


(Stated in US
Dollars)


(Unaudited)





Three
      Months
                  ended
      November 30, 2008
                
                
                Three
      Months
                  ended
      November 30, 2007
                
                
                From
      Inception (March 19, 2007)
                  to
      November 30, 2008Cash
      flows used in Operating ActivitiesNet
      loss for the period
                
                $
                (6,172
                )
                
                $
                (3,044
                )
                
                $
                (51,660
                )Adjustment
      to reconcile net loss to net cash used by operating
      activities:Deposit
                
                
                -
                
                
                
                (643
                )
                
                
                -Amounts
      receivable
                
                
                (210
                )
                
                
                -
                
                
                
                (2,344
                )Deferred
      offering costs
                
                
                38,200
                
                
                
                -
                
                
                
                -Accounts
      payable and accrued liabilities
                
                
                (19,304
                )
                
                
                -
                
                
                
                15,186Net
      cash provided by (used) in operating activities
                
                
                12,514
                
                
                
                (3,687
                )
                
                
                (38,818
                )Cash
      flows from Financing ActivitiesIssuance
      of common shares
                
                
                111,800
                
                
                
                -
                
                
                
                176,800Net
      cash provided by financing activities
                
                
                111,800
                
                
                
                -
                
                
                
                176,800Increase
      (decrease) in cash during the period
                
                
                124,314
                
                
                
                (3,687
                )
                
                
                137,982Cash,
      beginning of period
                
                
                13,668
                
                
                
                36,402
                
                
                
                -Cash,
      end of period
                
                $
                137,982
                
                
                $
                32,715
                
                
                $
                137,982Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -








The
accompanying notes are an integral part of these financial
statements.


F-3


SLAP,
INC.


(A
Development Stage Company)


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS


For the
three months ended November 30, 2008





Note
1- Basis of presentation





The
accompanying unaudited condensed financial statements of SLAP, Inc. (the
“Company”) have been prepared in accordance with Securities and Exchange
Commission requirements for interim financial statements. Therefore, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements. The
financial statements should be read in conjunction with the Company’s audited
financial statements for the year ended August 31, 2008.





The
interim financial statements present the balance sheet, statements of operations
and cash flows of SLAP, Inc. The financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States.





The
interim financial information is unaudited.  In the opinion of
management, all adjustments necessary to present fairly the financial position
as of November 30, 2008, and the results of operations, and cash flows presented
herein have been included in the financial statements. All such adjustments are
of a normal and recurring nature.  Interim results are not necessarily
indicative of results of operations for the full year.





Note
2 – Recently Issued Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS
COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree at the acquisition date, at their fair values as of the acquisition
date, with limited exceptions. This revision also requires that
acquisition-related costs be recognized separately from the assets acquired and
that expected restructuring costs be recognized as if they were a liability
assumed at the acquisition date and recognized separately from the business
combination. In addition, this revision requires that if a business combination
is achieved in stages, that the identifiable assets and liabilities, as well as
the noncontrolling interest in the acquiree, be recognized at the full amounts
of their fair values. The Company is currently not pursuing any business
combinations and does not plan to do so in the future, so this statement likely
will not have any impact on the Company.





In
December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51.
The objective of this statement is to improve the relevance, comparability, and
transparency of the financial statements by establishing accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The Company believes that this statement will
not have any impact on its financial statements, unless it deconsolidates a
subsidiary.




In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (An
amendment to SFAS No. 133). This statement is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008
and requires enhanced disclosures with respect to derivative and hedging
activities. The Company will comply with the disclosure requirements of this
statement if it utilizes derivative instruments or engages in hedging activities
upon its effectiveness.





F-4


SLAP,
INC.


(A
Development Stage Company)


NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS - continued


For the
three months ended November 30, 2008





Note
2 – Recently Issued Accounting Pronouncements (continued)





In
April 2008, the FASB issued FASB Staff Position No. 142-3,
DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to
improve the consistency between the useful life of a recognized intangible asset
(under SFAS No. 142) and the period of expected cash flows used to measure
the fair value of the intangible asset (under SFAS No. 141(R)). FSP
No. 142-3 amends the factors to be considered when developing renewal or
extension assumptions that are used to estimate an intangibleasset’s useful life under
SFAS No. 142. The guidance in the new staff position is to be applied
prospectively to intangible assets acquired after December 31, 2008. In
addition, FSP No. 142-3 increases the disclosure requirements related
torenewal or
extension assumptions. The Company does not believe implementation of FSP No.
142-3 will have a material impact on its financial statements.




In May
2008, the FASB issued Statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.  This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy).  This statement is effective
60 days following the SEC’s approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, “the Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.”




In May
2008, the FASB issued Statement No. 163,ACCOUNTING FOR FINANCE
GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.The premium revenue
recognition approach for a financial guarantee insurance contract links premium
revenue recognition to the amount of insurance protection and the period in
which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation.  This
Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008.




In
June 2008, the FASB issued FASB Staff Position Emerging Issues Task
Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN
SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No.
03-6-1”).  Under FSP EITF No. 03-6-1, unvested share-based payment
awards that contain rights to receive nonforfeitable dividends (whether paid or
unpaid) are participating securities, and should be included in the two-class
method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years,
and is not expected to have a significant impact on the Company’s financial
statements.





None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company's future financial reporting.




Note
3 – Common Stock





On
November 12, 2008 we accepted subscriptions under a prospectus offering to raise
a total of $150,000 at $0.10 per share from 47 investors, raising total proceeds
of $150,000. No commissions were paid on any of the subscriptions.  A
total of $38,200 in deferred offering costs relating to such offering have been
offset to additional paid in capital,





As at
November 30, 2008 the subscribed for shares remained allocated for issuance, but
were not yet issued.


F-5





ITEM
2.                      MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS







FORWARD-LOOKING
STATEMENTS




This
quarterly report contains forward-looking statements relating to future events
or our future financial performance.  In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology.  These statements are only predictions and involve known
and unknown risks, uncertainties and other factors which may cause our or our
industry's actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.




Such
factors include, among others, the following:  international, national
and local general economic and market
conditions:  demographic  changes; the ability of the
Company to sustain,  manage or  forecast  its
growth;  the ability of the Company to successfully make and integrate
acquisitions;  raw material costs and availability;  new
product  development
and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of
significant customers or
suppliers;  fluctuations  and  difficulty in
forecasting  operating  results; changes in business
strategy or
development  plans;  business  disruptions;  the
ability  to
attract  and  retain  qualified  personnel;  the  ability
to protect technology; and other factors referenced in this and previous
filings.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.





Given
these uncertainties, readers of this Form 10-Q and investors are cautioned not
to place undue reliance on such forward-looking statements.  The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.




All
dollar amounts stated herein are in US dollars unless otherwise
indicated.





The management’s discussion and analysis of our
financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America ("GAAP").  The
following discussion of our financial condition and results of operations should
be read in conjunction with our audited financial statements for the years ended
August 31, 2008, and 2007, together with notes thereto.  As used in this
quarterly report, the terms "we", "us", "our", and the "Company" mean SLAP,
Inc., unless the context clearly requires otherwise.





Plan
of Operation





We have
begun our business operations by acquiring a 2.5% working interest in an oil and
gas drilling prospect in Alberta, Canada.   Drilling of our first
well commenced on June 30, 2008 and the well was declared a dry hole by the
operator on September 26, 2008.   We have the option to
participate in a further 7 wells on this property.  We are currently
determining whether to elect to participate in any further drilling on these
leases.  As we only completed our prospectus offering to raise
$150,000 for operations on November 12, 2008, we do not expect that we will
undertake any additional drilling until the beginning of 2009 and then only
after we have carefully evaluated any further drilling opportunities on our
current leases.   Should we determine not to participate in
further drilling on our existing property, we will seek other exploration and
development prospects in the Province of Alberta, Canada.





We are a
development stage company.  We currently have no revenue and no
significant assets except that relating to the Farm-out Agreement as set forth
below.


5




During
the twelve months following the filing of this Quarterly Report we plan to
aggressively acquire, exploit and explore for oil and gas
prospects.  We will focus on acquisitions of oil and gas properties
where management believes further exploitation and development opportunities
exist.  We plan to pursue a balanced portfolio of crude oil and
natural gas prospects.  In selecting exploration, exploitation and
development prospects, our management will choose those that offer an
appropriate combination of risk and economic reward, recognizing that all
drilling involves substantial risk and that a high degree of competition exists
for prospects.  We do not intend to purchase other oil and gas
companies, but rather identify oil and gas projects that other companies have
made available on the open market.  No assurance can be given that
drilling will prove successful in establishing commercially recoverable
reserves.





During
this period, our business strategy is to acquire, exploit and explore for oil
and natural gas reserves throughout the Province of Alberta, Canada with the
eventual long-term goal of maintaining working interests in properties that will
allow for operatorship or the potential for operatorship.  Currently,
we will not undertake any prospects that require operatorship as we do not have
sufficient staff or expertise to do so.  We will initially concentrate
on acquiring small working interests in exploration properties where the costs
fit in with our proposed budget and for only those properties that have
qualified operators.  Acquisitions will be targeted in areas that will
complement our exploration endeavors.  We intend to seek out, analyze
and complete corporate mergers and asset acquisitions where value creation
opportunities have been identified.





We intend
to focus our business operations on obtaining higher quality reservoirs and to
create value through exploitation, development and exploration activities on to
be acquired oil and gas prospects with a view to increasing stockholder value
and returns.  We will consistently use the following operation and
financial management techniques to increase stockholder value and returns,
taking into account our financial position, taxability and access to debt and
equity financing:





·
            Focus
      growth capital to higher quality
reservoirs;


·
            Utilize
      production enhancement techniques to increase productivity and add value
      within the parameters of good oilfield production
    practices;


·
            Create
      value from our asset base through exploitation, development and
      exploration activities; and


·
            Utilize
      risk management opportunities through hedging or other means for cash flow
      management.





We hope
to acquire exploitation and exploration drilling prospects, but may consider
acquiring properties that have existing production in order to generate cash
flow for operations during the Initial Period.  There can be no
assurance that we will be successful in acquiring any properties that will allow
us to generate revenues.





We will
endeavor to acquire and explore for longer life reserves that will withstand
several pricing cycles and will attempt to focus our asset base on a select
number of areas with desirable characteristics.  It is anticipated
that the number and diversity of these focus areas will expand with the growth
of our business.





With a
focus on enhancing stockholder value, we intend to look to acquire and develop
oil and gas assets that have as many of the following characteristics as
possible:





·
            Exhibit
      the potential for delivering superior rates of return on capital
      employed;


·
            Accretive
      to cash flow per share;


·
            Accretive
      to net asset value;


·
            Accretive
      to reserves per share;


·
            Potential
      for value enhancement through further exploitation, including improved
      production practices, additional development drilling, infill drilling or
      re-drilling/re-completion and improved marketing
    arrangements;


·
            Assets
      that include associated undeveloped lands for development and exploration
      opportunities;


·
            Geological
      opportunities with multi-zone potential;
and


·
            Near-term
      market access and sufficient infrastructure for increased
      activity.


6


Off-balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





ITEM
3.                           QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable.







ITEM
4T.                         CONTROLS
AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of September 30, 2008.  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information relating to our Company required
to be included in our reports filed or submitted under the Exchange
Act.





Changes
in Internal Controls





There
were no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls over
financial reporting that occurred during the quarter ended September 30, 2008,
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.





PART
II – OTHER INFORMATION




ITEM
1.    LEGAL
PROCEEDINGS





The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Form 10-Q.





ITEM
1A.                      RISK
FACTORS





Not
Applicable





ITEM
2.                         UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





On August
13, 2008 our Registration Statement on Form S-1 under Commission file number
333-151228 was declared effective, enabling us to offer up to 1,500,000 shares
of common stock of our company at a price of $0.10 per share. On November 12,
2008 we accepted subscriptions for the entire offering from 47 investors,
raising a total of $150,000.  No commissions were paid on any of the
above issuance.  As of the date of this filing, there are 2,800,000
issued and outstanding shares of common stock of which 300,000 shares are held
by our officers and directors.


7


Following
is the use of proceeds for actual expenses incurred for our account from August
13, 2008 to November 30, 2008 in connection with the issuance and distribution
of the securities:





Expense
              Amount
      of direct or indirect payments to directors, officers, general partners,
      10% shareholders or affiliates of the Issuer
              Amount
      of direct or indirect payments to othersTransfer
      agent
              0
              0Legal
      and Accounting
              0
              $   619Costs
      of the offering
              0
              $25,660Office
      and Administration
              0
              $   703Total
              0
              $26,982





Of the
$26,982 detailed above a total of $13,668 was settled from working capital
on-hand at the time of the closing of the offering, with the remaining $13,314
in expenses incurred allocated for settlement from offering
proceeds.  Upon settlement of the above amounts in full, net proceeds
from the offering will total $136,686.





Following
is a table detailing the use of net offering proceeds from the offering of the
securities.





Expenses
            Amount of directorindirect payments to
      directors, officers, general partners, 10% shareholders or affiliates of
      the Issuer
            Amount
      of direct or indirect payments to othersExploration
      and development activities
            0
            0Legal
      and Accounting
            0
            0Consulting
            0
            0Office
      Furniture, Equipment and Supplies
            0
            0Miscellaneous
      Administration Expenses
            0
            0Working
      capital
            0
            0TOTAL
            0
            0





The
proceeds from our offering are to be used to fund our operations as described in
the S-1 offering document incorporated for reference herein.





ITEM
3.   DEFAULTS UPON SENIOR
SECURITIES





Not
Applicable





ITEM
4.   SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS





None.





ITEM
5.  OTHER INFORMATION





Not
Applicable





8


ITEM
6.EXHIBITS





Number
                
                Description3.1
                
                Articles
      of Incorporation.
                Incorporated
      by reference to the Exhibits attached to the Corporation’s Form S-1 filed
      with the SEC on May 29, 20083.2
                
                Bylaws.
                Incorporated
      by reference to the Exhibits attached to the Corporation’s Form S-1 filed
      with the SEC on May 29, 20085
                
                Legal
      Opinion
                Incorporated
      by reference to the Exhibits attached to the Corporation’s Form S-1 filed
      with the SEC on May 29, 200810.1
                
                Farm-Out
      Agreement dated July 9, 2007 between Dar Energy Inc. and SLAP,
      Inc.
                Incorporated
      by reference to the Exhibits attached to the Corporation’s Form S-1 filed
      with the SEC on May 29, 200831.1
                
                Section
      302 Certification - Principal Executive Officer
                Filed
      herewith31.2
                
                Section
      302 Certification - Principal Financial Officer
                Filed
      herewith32.1
                
                Certification
      Pursuant to 18 U.S.C.
                  Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
                Filed
      herewith32.2
                
                Certification
      Pursuant to 18 U.S.C.
                  Section
      1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
                Filed
      herewith







SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 31st day of
December, 2008.




/s/David
      Wehrhahn
              
              
              /s/
      Kelly WarrackName:
      David Wehrhahn
              
              
              Name:
      Kelly WarrackTitle:
      President/CEO, Principal Executive Officer
              
              
              Title:
      Chief Financial Officer, Principal Financial Officer







9