UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  FORM 10-Q Amendment #1  (Mark One) [X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008[  ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from _________________ to _________________Commission file number 333-151979Shade Down Under, Inc.(Exact name of small business issuer as specified in its charter)Nevada59-3842098(State or jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1530 South Val Vista Drive, Suite 106-100Gilbert, Arizona 85296(Address of principal executive offices)(480) 663-3166(Issuer's telephone number)428 S. Gilbert Road, Suite 109, Gilbert, Arizona 85251(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 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. [X] Yes [  ] No  Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited 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]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. [  ] Yes [X] No     TABLE OF CONTENTS PAGE PART I  FINANCIAL INFORMATION 3 ITEM 1. FINANCIAL STATEMENTS 3 ITEM 2. MANAGEMENTS DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS  9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..12 ITEM 4. CONTROLS AND PROCEDURES.. 12 ITEM 5. CONTROLS AND PROCEDURES 14 PART II  OTHER INFORMATION 15 ITEM 1. LEGAL PROCEEDINGS 15 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15 ITEMS 3. DEFAULTS UPON SENIOR SECURITIES 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15 ITEM 5. OTHER INFORMATION 15 None 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15 SIGNATURES 17            PART I  FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS      Shade Down Under, Inc. (A Development Stage Company) Balance Sheets  ASSETSJune 30,December 31,20082007(Unaudited)CURRENT ASSETSCash$-$24,250Total Current Assets-24,250TOTAL ASSETS$-$24,250LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses$525$-Bank overdraft105-Total Current Liabilities630-STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock: $0.001 par value;5,000,000 shares authorized, noshares issued and outstanding--Common stock: $0.001 par value;70,000,000 shares authorized,9,395,000 shares issued and outstanding9,3959,395Additional paid-in capital41,85541,855Deficit accumulated during the development stage(51,880)(27,000)Total Stockholders' Equity (Deficit)(630)24,250TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)$-$24,250   The Accompanying notes are an integral part of these financial statements     Shade Down Under, Inc. (A Development Stage Company) Statements of Operations (Unaudited)   From InceptionFrom InceptionFor the Threeon May 29,For the Sixon May 29,Months Ended2007 ThroughMonths Ended2007 ThroughJune 30,June 30,June 30,June 30,2008200720082008REVENUES$-$-$-$-COST OF SALES----GROSS MARGIN----OPERATING EXPENSESGeneral and administrative20,2159,00024,88051,880Total Operating Expenses20,2159,00024,88051,880LOSS FROM OPERATIONS(20,215)(9,000)(24,880)(51,880)INCOME TAX EXPENSE----NET LOSS$(20,215)$(9,000)$(24,880)$(51,880)BASIC LOSS PER COMMON SHARE(0.00)(0.00)(0.00)WEIGHTED AVERAGE NUMBEROF COMMON SHARES OUTSTANDING9,395,0009,000,0009,395,000      The Accompanying notes are an integral part of these financial statements     Shade Down Under, Inc. (A Development Stage Company) Statements of Stockholders Equity (Unaudited)  DeficitAccumulatedAdditionalDuring theCommon StockPaid-InDevelopmentSharesAmountCapitalStageTotalBalance, May 29, 2007-$-$-$-$-Shares issued for servicesat $0.001 per share9,000,0009,000--9,000Contributed capital--2,750-2,750Shares issued for cashat $0.010 per share395,00039539,105-39,500Net loss from inceptionthrough December 31, 2007---(27,000)(27,000)Balance, December 31, 20079,395,0009,39541,855(27,000)24,250Net loss for the six monthsended June 30, 2008---(24,880)(24,880)Balance, June 30, 20089,395,000$9,395$41,855$(51,880)$(630)      The Accompanying notes are an integral part of these financial statements     Shade Down Under, Inc. (A Development Stage Company) Statements of Cash Flows (Unaudited)  From InceptionFrom InceptionFor the Sixon May 29,on May 29,Months Ended2007 Through2007 ThroughJune 30,June 30,June 30,200820072008OPERATING ACTIVITIESNet loss$(24,880)$(9,000)$(51,880)Adjustments to reconcile net loss to net cashused by operating activities:Common stock issued for services-9,0009,000Contributed capital--2,750Changes in operating assets and liabilities:Change in accounts payable and accrued expenses525-525Net Cash Used byOperating Activities(24,355)-(39,605)INVESTING ACTIVITIES---FINANCING ACTIVITIESBank overdraft105-105Proceeds from common stock issued--39,500Net Cash Used byFinancing Activities105-39,605NET DECREASE IN CASH(24,250)--CASH AT BEGINNING OF PERIOD24,250--CASH AT END OF PERIOD$-$-$-SUPPLIMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest$-$-$-Income Taxes$-$-$-  The Accompanying notes are an integral part of these financial statements     Shade Down Under, Inc. Notes to Condensed Financial Statements June 30, 2008 and December 31, 2007  NOTE 1 - CONDENSED FINANCIAL STATEMENTS  The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2008, and for all periods presented herein, have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.  NOTE 2 - GOING CONCERN  The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.  In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.  The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.         ITEM 2. MANAGEMENTS DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS This section must be read in conjunction with the unaudited Financial Statements included in this report. A. Managements Discussion Shade Down Under, Inc. (SDU or the Company) was incorporated in the State of Nevada on May 29, 2007. SDU is a pre-manufactured shade sail company, specializing in the retail sales of Coolaroo shade sails that not only provide coverage from the elements, but also presents architectural and aesthetic shade solutions. While much of 2007 and 2008 have been spent in structuring for capital growth, we expect 2009 to be the year in which our operational plans commence full implementation. The current focus of Shade Down Under, Inc. is to develop an internet based marketing program primarily for homeowners who will purchase shade products, and to provide installation information and direction to ensure successful shade projects. The principal of SDU has been successful in previous projects for other firms involving the development and utilization of a web based marketing system for commercial shade projects.  With the assistance of web optimization specialists, these projects were ranked high on Google, which provided potential customer interest on a national basis, in addition to local clients who were directed to the site. While minimal funds have been generated to date, primarily from our offering, we believe they provide a sufficient base on which to build, particularly since our initial efforts are directed towards a web based marketing program. In addition to our current plan for selling consumer shade products via the internet, SDU expects to begin a revenue producing consultation for the shade industry which can provide  a target of opportunity which can assist in funding our current website project.  As an example, we recently traveled to Buffalo, New York, at the request of the CEO of Birdair, Inc., one of the largest manufacturers of industrial cloth products, including materials used in the shade industry. One of the Birdair projects we have been asked to assist with is developing a marketing plan for large shade umbrellas which can be permanently or variably installed in the ground or a building surface.  Where weather permits, these can be popular consumer items due to both utility and attractiveness. In addition to providing revenue as a consulting endeavor, this project can result in a product line addition for SDU.  We have also been asked to assist with the design of some new shade consumer products which Birdair would manufacture and which we could market. We recently submitted a budget for this project which would result in mockups of the new products.  Our budget for specific materials and outsourced services was projected at $30,000 and a consultation fee of $84,000. We recently rented an office in Gilbert, Arizona and have acquired office equipment and supplies in order to commence operations. We have generated interest from companies such as Birdair, and believe 2009 will see the establishment of our initial business base. We are relying on knowledge and industry experience to help us in making minimal funding go a long way. In addition to personal contacts, we intend to develop an extensive web site featuring our products and services. As sales increase and discretionary funds become available, we will research our best option for expanding our products and services to a broader market.     We currently have one officer and director who is Nathaniel Allen (President, Secretary, Treasurer, and Director).  This individual allocates time and personal resources to SDU on a part-time basis.  As of the date of this prospectus, SDU has 9,395,000 shares of $0.001 par value common stock issued and outstanding. Our mailing address of our principal executive offices is located at 1530 South Val Vista Drive, Suite 106-100, Gilbert, Arizona 85296. Our corporate telephone number is (480) 663-3166 and our fax number is (480) 663-3237. Shade Down Under, Inc.s fiscal year end is December 31. We are a small, start-up company that has not generated any significant revenues and lacks a stable customer base.  At the present time, each potential customer generally obtains his or her sporting and shooting supplies from several different sources. SDU plans to either stock the actual items most generally needed or whose use is reasonably anticipated, or to enter into strategic alliances with manufacturers or large distributors who will maintain such items. In the initial approximately twenty-five months operating period from May 29, 2007(inception) to June 30, 2008, the Company generated no revenues while incurring $51,880 in general and administrative expenses. This resulted in a cumulative net loss of $51,880 for the period then ended from inception, which is equivalent to $(0.00) per share. During the six months ended June 30, 2008, the Company generated no revenues while incurring $24,880 in general and administrative expenses. This resulted in a net loss for six months ended June 30, 2008 of $24,880. The net loss for both periods is attributable primarily to the continuing costs of start-up operations. During the three months ended June 30, 2008, the Company generated no revenues while incurring $20,215 in general and administrative expenses. This resulted in a net loss for the second quarter ended June 30, 2008 of $20,215. The net loss for both periods is attributable primarily to the continuing costs of start-up operations. Liquidity and Capital Resources As of June 30, 2008, the Company had no working capital.  The Companys had no current assets as of June 30, 2008. All expenses associated with the operation of the Company will be paid currently paid for through loans to the Company from its sole officer and director, Nathaniel Allen, until we generate positive cash flow from current operations. We anticipate being cash flow positive during calendar year 2009. SDU has limited capital resources from which to operate.  Without the realization of either significant cash flow from ongoing revenue or additional capital investment, the Company may not be able to continue without short term loans from its current officer and director.  The Companys independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern.        B. Plan of Operation  Shade Down Under, Inc. is a pre-manufactured shade sail company, specializing in the retail sales of Coolaroo shade sails that not only provide coverage from the elements, but also presents architectural and aesthetic shade solutions.  While much of 2007 and 2008 have been spent in structuring for capital growth, we expect 2009 to be the year in which our operational plans begin to be implemented. The current focus of Shade Down Under (SDU) is to develop an internet based marketing program primarily for homeowners who will purchase shade products, and to provide installation information and direction to ensure successful shade projects. The principal of SDU has been successful in previous projects for other firms involving the development and utilization of a web based marketing system for commercial shade projects. With the assistance of web optimization specialists, these projects were ranked high on Google, which provided potential customer interest on a national basis, in addition to local clients who were directed to the site. While minimal funds have been generated to date, primarily from our offering, we believe they provide a sufficient base on which to build, particularly since our initial efforts are directed towards a web based marketing program.  In addition to our current plan for selling consumer shade products via the internet, SDU expects to begin a revenue producing consultation for the shade industry which can provide  a target of opportunity which can assist in funding our current website project.  We recently rented an office in Gilbert, Arizona and have acquired office equipment and supplies in order to commence operations. We have generated interest from companies such as Birdair, and believe 2009 will see the establishment of our initial business base. We are relying on knowledge and industry experience to help us in making minimal funding go a long way.  Shade Down Under, Inc. was incorporated on May 29, 2007.  As of June 30, 2008, SDU has generated no significant revenues while incurring substantial expenses as reflected in the attached financials.  This resulted in a net loss since inception, which is attributable to general and administrative expenses.  Since incorporation, Shade Down Under, Inc. has financed its operations through minimal initial capitalization and nominal business activity. All expenses associated with the operation of the Company will be paid currently paid for through loans to the Company from its sole officer and director, Nathaniel Allen, until we generate positive cash flow from current operations. We anticipate being cash flow positive during calendar year 2009.  To date, Shade Down Under, Inc. has not implemented its fully planned principal operations or strategic business plan. Presently, SDU is attempting to secure sufficient monetary assets to increase operations.  SDU cannot assure any investor that it will be able to enter into sufficient business operations adequate enough to insure continued operations.  The realization of sales revenues in the next 12 months is important in the execution of the plan of operations.  However, SDU cannot guarantee that it will generate such growth.  If SDU does not produce sufficient cash flow to support SDU operations over the next 12 months, SDU may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  SDU cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for operations to continue.      SDU management does not expect to incur research and development costs.  SDU currently does not own any significant plant or equipment that it would seek to sell in the near future.  SDU management does not anticipate the need to hire employees over the next 12 months; with the possible exception of administrative support should business develop of a sufficient nature to necessitate such expenditure.  Currently, SDU believes the services provided by its officers and directors appear sufficient at this time.  SDU believes that its operations are currently on a small scale that is controllable by the present management.  SDU has not paid for expenses on behalf of any director.  Additionally, SDU believes that this policy shall not materially change.  SDU has no plans to seek a business combination with another entity in the foreseeable future.    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign Currency Exchange Risk  Our revenue is invoiced and received in United States dollars.  We currently have no customers outside the U.S. and therefore have no exposure to foreign currency exchange risk.  Interest Rates  Our exposure to market risk for changes in interest rates relates primarily to the increase or decrease in the amount of interest income we earn on our investment portfolio. Our investment portfolio consists of liquid investments that have maturities of three months or less. Our risk associated with fluctuating interest income is limited to investments in interest rate sensitive financial instruments. Under our current policy, we do not use interest rate derivative instruments to manage this exposure to interest rate changes. We seek to ensure the safety and preservation of its invested principal by limiting default risk, market risk, and reinvestment risk.  We mitigate default risk by investing in short-term investment grade securities.   ITEM 4. CONTROLS AND PROCEDURES  Managements Report On Internal Control Over Financial Reporting  Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the companys principal executive and principal financial officers and effected by the companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:      · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.  As of June 30, 2008, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.  The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of (End of Quarter).  Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.  Managements Remediation Initiatives  In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:      We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.  ITEM 5. CONTROLS AND PROCEDURES Based on their most recent review, which was completed within ninety days of the filing of this report, SDUs Officers have concluded that the Companys disclosure controls and procedures are not effective to ensure that information required to be disclosed by SDU in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to SDUs management, including its Officers, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  There were no significant changes in SDUs internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.            PART II  OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS None.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None  ITEMS 3. DEFAULTS UPON SENIOR SECURITIES None.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None.  ITEM 5. OTHER INFORMATION  None  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits required by Item 601 of Regulation S-B Exhibit NumberName and/or Identification of Exhibit3.Articles of Incorporation & By-Laws(a)
Articles of Incorporation of Shade Down Under, Inc. filed on May 29, 2007, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on June 27, 2008.
(b)
Bylaws of Shade Down Under, Inc. adopted on May 29, 2007, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on June 27, 2008.
(c)
Certificate of Articles of Incorporation of Shade Down Under, Inc., incorporated by reference from the Form SB-2, as amended, filed with the SEC on June 27, 2008.31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002       (b) Reports on Form 8-K During the period ended June 30, 2008, SHADE DOWN UNDER, INC. filed the following Current Reports on Form 8-K: Date of ReportDate FiledItems ReportedNone                  SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.  Shade Down Under, Inc.(Registrant)SignatureTitleDate/s/ Nathaniel AllenPresident & CEO, DirectorJanuary 7, 2009Nathaniel Allen/s/ Nathaniel AllenSecretary, Treasurer, DirectorJanuary 7, 2009Nathaniel Allen/s/ Nathaniel AllenPrincipal Financial OfficerJanuary 7, 2009Nathaniel Allen/s/ Nathaniel AllenPrincipal Accounting OfficerJanuary 7, 2009Nathaniel Allen