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 May 31, 2009
  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 [X] No [  ](2)
      Yes [X] No [  ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
sumitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes
      [  ] No [X]
 
 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)
 
  1
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 
 Yes
      [ X ] No [  ]
 
 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 June 11, 2009.
 
  2
  This
Amendment No. 1 on Form 10-Q/A amends the Company’s Quarterly Report on Form
10-Q for the nine month period ended May 31, 2009, filed with the Securities and
Exchange Commission (SEC) on June 18, 2009 (the “Original Filing”). This
Amendment revises the disclosures in on Page two (2) of our cover page in regard
to shell status of the Company.  The change to the Original
Filing was due to a request by the Financial Industry Regulatory Authority
(FINRA) in response to an application for quotation on the Over the Counter
Bulletin Board (OTCBB).  FINRA has advised that based on their
interpretation of the SEC Release No. 33-8587 and a review of our financial
statements and disclosures in our filings that it appears that the Company
should amend its filings to indicate the Company is a shell
company.    Our Principal Executive Officer and Principal
Financial Officer, after reviewing the SEC Release No. 33-8587 and the FINRA
comments have concluded that the Company's disclosure should be amended to
reflect that the Company is a shell company pursuant to the SEC Release No.
33-8587.
  We are
also re-filing Exhibit 31.1, Section 302 Certification – Principal Executive
Officer and Exhibit 31.2, Section 302 Certification – Principal Financial
Officer, required by the filing of the Amendment. As permitted by, and in
accordance with Staff guidance, because the Company is not including financial
statements in this Amendment, paragraph 3 of each of these certifications has
been removed.
  There
have been no changes from the original Form 10-Q other than as described above.
This Amendment No. 1 does not reflect events occurring after the original filing
of the Form 10-Q, or modify or update in any way disclosures made in the Form
10-Q.
  ITEM
6.                      EXHIBITS
 
 Number
                Description31.1
                Section
      302 Certification - Principal Executive Officer
                Filed
      herewith31.2
                Section
      302 Certification - Principal Financial Officer
                Filed
      herewith
  SIGNATURES
 
 Pursuant
to the requirements 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.
 
 SLAP,
      Inc.Date:
      June 19, 2009
              /s/
      David WehrhahnName:
      David WehrhahnTitle:
      President/CEO, Principal Executive OfficerDate:
      June 19, 2009
              /s/Kelly
      WarrackName:
      Kelly WarrackTitle:
      CFO, Principal Financial Officer
 
  3