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)
  
  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 June 11, 2009.
  
  SLAP,
INC.
 TABLE
OF CONTENTS
  PART
      I
                    PageItem
      1.
                    Financial
      Statements
                    4Item
      2
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    5Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    6Item
      4T.
                    Controls
      and Procedures
                    7PART
      IIItem
      1.
                    Legal
      Proceedings
                    9Item
      1A.
                    Risk
      Factors
                    9Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    9Item
      3.
                    Defaults
      Upon Senior Securities
                    10Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    10Item
      5.
                    Other
      Information
                    10Item
      6.
                    Exhibits
                    11Signatures
                    12
  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 nine months ended May 31, 2009, are
not necessarily indicative of the results that may be expected for the fiscal
year ending August 31, 2009.  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-6
 
 4
  SLAP,
INC.
 (A
Development Stage Company)
 BALANCE
SHEETS
 (Stated in US
Dollars)
 (Unaudited)
 
 ASSETS
                          
                          May
      31, 2009
                          
                          
                          August
      31, 2008CurrentCash
                          
                          $
                          115,896
                          
                          
                          $
                          13,668Amounts
      Receivable
                          
                          
                          2,558
                          
                          
                          
                          2,134Deferred
      offering costs
                          
                          
                          -
                          
                          
                          
                          38,200Total
      Current Assets
                          
                          $
                          118,454
                          
                          
                          $
                          54,002LIABILITIESCurrentAccounts payable and accrued
      liabilities
                          
                          $
                          4,556
                          
                          
                          $
                          34,490STOCKHOLDERS’ EQUITYCapital
      stock – Note 3Authorized:75,000,000
      common shares, par value $0.001 per shareIssued and
      outstanding:2,800,000
      and 1,300,000 common shares at
                            May
      31, 2009 and August 31, 2008, respectively
                          
                          
                          2,800
                          
                          
                          
                          1,300Additional Paid-in
      Capital
                          
                          
                          174,000
                          
                          
                          
                          63,700Deficit
      accumulated during the development stage
                          
                          
                          (62,902
                          )
                          
                          
                          (45,488
                          )Total
      Stockholders’ Equity
                          
                          
                          113,898
                          
                          
                          
                          19,512Total
      Liabilities and Stockholders’ Equity
                          
                          $
                          118,454
                          
                          
                          $
                          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 and nine months ended May 31, 2009 and May 31, 2008;
 and
the period from Inception (March 19, 2007) to May 31, 2009
 (Stated
in US Dollars)
 (Unaudited)
  Three
      Months
                          Ended
      May 31,
                        
                        
                        Nine
      Months
                          Ended
      May 31,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008
                        
                        
                        From
      Inception
                          (March
      19, 2007)
                          to
      May 31, 2009ExpensesOrganizational
      costs
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,250Dry
      hole costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        24,078Professional
      fees
                        
                        
                        3,427
                        
                        
                        
                        5,324
                        
                        
                        
                        13,917
                        
                        
                        
                        10,324
                        
                        
                        
                        32,612Office
      and administration
                        
                        
                        1,849
                        
                        
                        
                        1,629
                        
                        
                        
                        3,497
                        
                        
                        
                        1,851
                        
                        
                        
                        4,962Net
      loss for the period
                        
                        $
                        (5,276
                        )
                        
                        $
                        (6,953
                        )
                        
                        $
                        (17,414
                        )
                        
                        $
                        (12,175
                        )
                        
                        $
                        (62,902
                        )Basic
      and diluted loss per share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      average number of
                          shares
      outstanding
                        
                        
                        2,800,000
                        
                        
                        
                        1,300,000
                        
                        
                        
                        2,398,901
                        
                        
                        
                        1,300,000
 
 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 nine months ended May 31, 2009 and May 31, 2008;
 and
the period from Inception (March 19, 2007) to May 31, 2009
 (Stated in US
Dollars)
 (Unaudited)
 
 Nine
      Months
                      ended
      May 31,2009
                    
                    
                    2008
                    
                    
                    From
      Inception
                      (March
      19, 2007)
                      to
      May 31, 2009Cash
      flows used in Operating Activities:Net
      loss for the period
                    
                    $
                    (17,414
                    )
                    
                    $
                    (12,175
                    )
                    
                    $
                    (62,902
                    )Adjustment
      to reconcile net loss to net cash used by operating
      activities:Changes
      in operating assets and liabilities:Deposit
                    
                    
                    -
                    
                    
                    
                    (643
                    )
                    
                    
                    -Amounts
      receivable
                    
                    
                    (424
                    )
                    
                    
                    (1,452
                    )
                    
                    
                    (2,558
                    )Deferred
      offering costs
                    
                    
                    38,200
                    
                    
                    
                    (20,700
                    )
                    
                    
                    -Accounts
      payable and accrued liabilities
                    
                    
                    (29,934
                    )
                    
                    
                    17,236
                    
                    
                    
                    4,556Net
      cash used in operating activities
                    
                    
                    (9,572
                    )
                    
                    
                    (17,734
                    )
                    
                    
                    (60,904
                    )Cash
      flows from Financing Activities:Issuance
      of common shares
                    
                    
                    111,800
                    
                    
                    
                    -
                    
                    
                    
                    176,800Net
      cash provided by financing activities
                    
                    
                    111,800
                    
                    
                    
                    -
                    
                    
                    
                    176,800Increase
      (decrease) in cash during the period
                    
                    
                    102,228
                    
                    
                    
                    (17,734
                    )
                    
                    
                    115,896Cash,
      beginning of period
                    
                    
                    13,668
                    
                    
                    
                    36,402
                    
                    
                    
                    -Cash,
      end of period
                    
                    $
                    115,896
                    
                    
                    $
                    18,668
                    
                    
                    $
                    115,896Supplemental
      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
nine months ended May 31, 2009
 
 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 May 31, 2009, 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 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
nine months ended May 31, 2009
 
 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 SFAS 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 SFAS 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.
 
 In
November 2008, the Emerging Issues Task Force (“EITF”) issued Issue
No. 08-7, Accounting for
Defensive Intangible Assets(“EITF 08-7”). EITF 08-7 applies to all
acquired intangible assets in which the acquirer does not intend to actively use
the asset but intends to hold (lock up) the asset to prevent its competitors
from obtaining access to the asset (a defensive asset), assets that the acquirer
will never actually use, as well as assets that will be used by the acquirer
during a transition period when the intention of the acquirer is to discontinue
the use of those assets. EITF 08-7 is effective as of January 1, 2009. The
Company does not expect the adoption of EITF 08-7 to have a material impact on
its financial statements.
 
 On
January 12, 2009 the FASB issued a final Staff Position ("FSP") amending the
impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and
Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets to achieve
more consistent determination of whether another-than-temporary impairment has
occurred. This FSP does not have an impact on the Company at the present
time.
  F-5
  SLAP,
INC.
 (A
Development Stage Company)
 NOTES TO
THE UNAUDITED FINANCIAL STATEMENTS - continued
 For the
nine months ended May 31, 2009
 
 Note
2 – Recently Issued Accounting Pronouncements (continued)
 
 On
      April 1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies
      FASB No. 141 (revised 2007), Business Combinations, to address application
      issues on initial recognition and measurement, subsequent measurement and
      accounting, and disclosures of assets and liabilities arising from
      contingencies in a business
combination.
 
 On April
9, 2009 the FASB issued three FSPs intended to provide additional application
guidance and enhance disclosures regarding fair value measurements and
impairments of securities. FSP FAS 157-4, Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly, provides guidelines for
making fair value measurements more consistent with the principles presented in
FASB Statement No. 157, Fair Value Measurements. FSP FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments, enhances
consistency in financial reporting by increasing the frequency of fair value
disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance designed to
create greater clarity and consistency in accounting for and presenting
impairment losses on securities. These FSPs do not have an impact on the Company
at the present time.
  On May
28, 2009 the FASB announced the issuance of SFAS 165, Subsequent Events. SFAS 165
should not result in significant changes in the subsequent events that an entity
reports. Rather, SFAS 165 introduces the concept of financial statements being
available to be issued. Financial statements are considered available to be
issued when they are complete in a form and format that complies with generally
accepted accounting principles (GAAP) and all approvals necessary for issuance
have been obtained.
  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.
  F-6
  ITEM
2.                       
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  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.
 
 General
Overview
 
 We began
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.  With the recent decline in oil and gas prices, we do not
expect to commence any drilling activity at this time and we will only determine
to drill 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 or
elsewhere.  We may also seek producing properties that can be acquired
at attractive discounts to cash flow based on the current oil and gas
pricing.  We believe that some of the smaller producers may look to
divest certain of their producing assets on attractive terms in this current
operating environment.
  5
  We are a
development stage company.  We currently have no revenue and no
significant assets except for our 2.5% working interest in our oil and gas
drilling prospect described above.
 
 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 or development or
producing properties where the costs fit in with our proposed budget and for
only those properties that have qualified operators.  We intend to
seek out, analyze and complete corporate mergers and asset acquisitions where
value creation opportunities have been identified. 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 our start up.  There can be no assurance that we
will be successful in acquiring any properties that will allow us to generate
revenues.
 
 Liquidity
and Capital Resources
 
 As of May
31, 2009, we had a total of $115,896 cash on hand, as compared to $13,668 as at
August 31, 2008, which increase was due to the receipt of $150,000 raised under
our prospectus offering through to November 2008.  Deferred offering
costs decreased from $38,200 in August 31, 2008 to $nil at May 31, 2009, as
these amounts were attributed to paid in capital.  Accounts payable
and accrued liabilities decreased from $34,490 in August 31, 2008 to $4,556 at
May 31, 2009, as accounts were brought current as a result of the completed
offering.
 
 Management
believes that our Company's cash and cash equivalents will be sufficient to meet
our working capital requirements through this fiscal year.  This
includes sufficient capital for additional drilling on our leases to determine
commercial viability, if such a decision is undertaken, or for alternative
development strategies as outlined in our business plan. However, dependent on
the outcome of our initial drilling activities we may be required to raise
additional capital to continue operations. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms.  If we are not
able to obtain the additional financing on a timely basis, we will not be able
to meet our other obligations as they become due and we will be forced to scale
down or perhaps even cease the operation of our business.
 
 There is
substantial doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon obtaining successful exploration
results from our Farm-in Agreement or other oil and gas operations that we may
undertake, and achieving a profitable level of operations.  The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.
 
 Results
of Operation
 
 The
Company had no revenues for the nine month period ending May 31, 2009, as was
the case in the corresponding nine month period ending May 31,
2008.  General and administrative expenses for the three month period
ended May 31, 2009, totaled $5,276, as compared to $6,953 for the three month
period ended May 31, 2008.  These amounts were generally related to
routine accounting, administrative, clerical expenses, and filing fees. Basic
and diluted loss per share for the nine period ended May 31, 2009 was $.01, and
$.01 for the nine month period ended May 31, 2008.
 
 Off-balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements.
 
 ITEM
3.                        QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
  6
  ITEM
4T.                     CONTROLS
AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our
management, under supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures, as defined under Exchange Act Rule
13a-15(e).  Based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of May 31, 2009, because of the
material weakness in our internal control over financial reporting (“ICFR”)
described below, our disclosure controls and procedures were not
effective.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
 
 Management’s
Report On Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined under Exchange Act Rules 13a-15(f)
and 14d-14(f).  Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
 
 All
internal control systems, no matter how well designed, have inherent limitations
and may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can only provide reasonable assurance with
respect to financial reporting reliability and financial statement preparation
and presentation.  In addition, projections of any evaluation of
effectiveness to future periods are subject to risk that controls become
inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.
 
 Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of May 31, 2009.  In making the assessment, management
used the criteria issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated
Framework.   Based on its assessment, management concluded that,
as of May 31, 2009, the Company’s internal control over financial reporting was
not effective and that material weaknesses in ICFR existed as more fully
described below.
 
 As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments,” established by the Public Company
Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or
combination of deficiencies that results in more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected.  In connection with the assessment described
above, management identified the following control deficiencies that represent
material weaknesses as of May 31, 2009:
 
 1.           Lack
of an independent audit committee due to the fact that we have only one
independent director.  We do not have sufficient members of the Board
who are independent directors and therefore we do not have an audit
committee.  These factors may be counter to corporate governance
practices as defined by the various stock exchanges and may lead to less
supervision over management;
 
 2.           Outsourcing
of the accounting operations of our Company.   Because there are
no employees in our administration, we have outsourced all of our accounting
functions to an independent firm.  The employees of this firm are
managed by supervisors within the outsource firm and are not answerable to the
Company’s management.  This is a material weakness because it could
result in a disjunction between the accounting policies adopted by our Board of
Directors and the accounting practices applied by the firm;
 
 3.           Insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements.
  7
  Changes
in Internal Control over Financial Reporting
 
 As of May
31, 2009, management assessed the effectiveness of our internal control over
financial reporting and based on that evaluation, they concluded that during the
quarter ended and to date, the internal controls and procedures were not
effective due to deficiencies that existed in the design or operation of our
internal controls over financial reporting.  However, management
believes these weaknesses did not have an effect on our financial
results.  During the course of their evaluation, we did not discover
any fraud involving management or any other personnel who play a significant
role in our disclosure controls and procedures or internal controls over
financial reporting.
 
 Due to a
lack of financial and personnel resources, we are not able to, and do not intend
to, immediately take any action to remediate these material
weaknesses.  We will not be able to do so until, if ever, we acquire
sufficient financing and staff to do so. We will implement further controls as
circumstances, cash flow, and working capital permit.  Notwithstanding
the assessment that our ICFR was not effective and that there were material
weaknesses as identified in this report, we believe that our financial
statements contained in our Quarterly Report on Form 10-Q for the period ended
May 31, 2009, fairly present our financial position, results of operations and
cash flows for the periods covered thereby in all material
respects.
 
 Management
believes that the material weaknesses set forth above were the result of the
scale of our operations and are intrinsic to our small
size.   Management believes these weaknesses did not have an
effect on our financial results.
 
 We are
committed to improving our financial organization.   As part of
this commitment, we will, as soon as funds are available to the Company (1)
appoint outside directors to our board of directors sufficient to form an audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures; (2) create a position to segregate
duties consistent with control objectives and to increase our personnel
resources.  We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements as necessary and as funds
allow.
 
 This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to the temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
management’s report in this quarterly report.
 
 There
were no changes in our internal control over financial reporting during the
quarter ended May 31, 2009, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
  8
  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
 
 Unregistered
Sales of Equity Securities
 
 There
were no unregistered sales of equity securities during the three month period
ending May 31, 2009.
 
 Use
of Proceeds from First Registration Statement
 
 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.
 
 Following
is the use of proceeds for actual expenses incurred for our account from August
13, 2008 to May 31, 2009 in connection with the issuance and distribution of the
securities. Proceeds used were both from existing working capital and from the
funds raised under the offering, with $26,200 being settled from working capital
on hand, and the balance from offering proceeds:
 
 
 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 others
                    $Transfer
      agent
                  
                  
                  0
                  
                  
                  
                  0Legal
      and Accounting
                  
                  
                  0
                  
                  
                  
                  13,200Costs
      of the offering
                  
                  
                  0
                  
                  
                  
                  25,000Office
      and Administration
                  
                  
                  0
                  
                  
                  
                  0Total
                  
                  
                  0
                  
                  
                  
                  38,200
 
  9
  Following
is a table detailing the use of net offering proceeds of $138,000 after
deduction of funds paid from offering proceeds in connection with the costs of
the offering.
  Expenses
                
                Amount of directorindirect payments to
      directors, officers, general partners,
                  10% shareholders or affiliates
      of the Issuer
                  $
                
                
                Amount
      of direct or indirect payments to others
                  $Exploration
      and development activities
                
                
                0
                
                
                
                0Legal
      and Accounting
                
                
                0
                
                
                
                17,585Consulting
                
                
                0
                
                
                
                2,164Office
      Furniture, Equipment and Supplies
                
                
                0
                
                
                
                0Miscellaneous
      Administration Expenses
                
                
                0
                
                
                
                2,354TOTAL
                
                
                0
                
                
                
                22,103
 
 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
 
 The
Company does not have any senior securities as of the date of this Form
10-Q.
 
 ITEM
4.                        SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
5.                       
OTHER INFORMATION
 
 The
Company has finalized its submission to the market maker who is applying on our
behalf for quotation of securities on the Over the Counter Bulletin
Board.
  10
  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
  11
  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:
      17 June, 2009
              /s/
      David WehrhahnName:
      David WehrhahnTitle:
      President/CEO, Principal Executive OfficerDate:
      17 June, 2009
              /s/
      Kelly WarrackName:
      Kelly WarrackTitle:
      CFO, Principal Financial Officer
 
 
  12