SYNG / Synergetics, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Synergetics, Inc.
US ˙ OTC
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1427580
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Synergetics, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
July 22, 2015 8-K

Current Report

8-K 1 syng8kjuly2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17 2015 SYNERGETICS, INC. (Exact name of registrant as specified in its charter) NEVADA State or Other Jurisdiction of Incorporation 000-53703 98-0531819

May 27, 2015 EX-10.4

Consulting Agreement

EX-10.4 2 s101158ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Consulting Agreement This Consulting Agreement (the “Agreement) is entered into effective the 3rd day of December, 2013, between Synergetics, Inc., a Nevada corporation (the “Company), and JEC Consulting Associates, LLC. a New York limited liability company (the “Consultant”) for the purpose of engaging the Consultant to advise and assist the C

May 27, 2015 10-Q

Synergetics 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File Number SYNERGETICS, INC. (Ex

December 17, 2014 EX-10

APPLICATION DEVELOPMENT AGREEMENT

EX-10 2 syngexhibit101.htm EXHIBIT 10.1 APPLICATION DEVELOPMENT AGREEMENT This Mobile Application and website Development Agreement (the “Agreement”) is entered into as of October 15, 2014 effective as of October 20, 2014 (the “Effective Date”) by and between Innovative Holdings Inc., (the “Developer”), and, Synergetics Inc. (the “Company,” and together with the Developer, the “Parties”). RECITALS

December 17, 2014 8-K

Current Report

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 16, 2013 NT 10-Q

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 87160Q105 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

January 29, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File Number SYNERGETICS, INC.

January 23, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 form10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File

January 15, 2013 NT 10-Q

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 87160Q105 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

December 10, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2012 SYNERGETICS, INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation)

November 29, 2012 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 87160Q105 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repor

September 26, 2012 EX-2.2

SHARE EXCHANGE AGREEMENT

EX-2.2 3 ex22.htm DISPOSITION AGREEMENT WITH FRESH TRAFFIC GROUP CORP. DATED AUGUST 28, 2012 SHARE EXCHANGE AGREEMENT THIS AGREEMENT is dated the 28th day of August, 2012 BETWEEN: Fresh Traffic Group Inc., a company incorporated pursuant to the laws of the State of Nevada and having a business address at 4960 S. Gilbert Road, Suite 1-111, Chandler, AZ 85249 (hereinafter called the “Vendor”) AND Je

September 26, 2012 8-K

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission Fi

September 26, 2012 EX-2.1

AMENDED ASSIGNMENT AGREEMENT

EX-2.1 2 ex21.htm AMENDED ASSIGNMENT AGREEMENT DATED SEPTEMBER 12, 2012 AMENDED ASSIGNMENT AGREEMENT THIS AMENDED ASSIGNMENT OF LICENSING AGREEMENTS (the “Agreement”) entered into this 15th day of September, 2012, by and between Tellus Engineering Ltd. (Business Registration Number 1509522), Hong Kong corporation whose address is 7/F, Kin On Commercial Building 49-51 Hong Kong (the “Assignor”), Fr

August 31, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 form8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of inc

August 31, 2012 EX-2.3

TELLUS ENGINEERING LTD. WAIVER OF CONDITIONS OF CLOSING

EX-2.3 2 ex23.htm CERTIFICATE OF WAIVER FROM TELLUS ENGINEERING LTD. DATED AUGUST 27, 2012 TELLUS ENGINEERING LTD. WAIVER OF CONDITIONS OF CLOSING I, , President and Chief Executive Officer of Tellus Engineering Ltd., a Hong Kong corporation (“Tellus”), pursuant to the Assignment Agreements dated as of June 12, 2012 and executed by Tellus on June 19, 2012 (the “Agreements”); DO HEREBY WAIVE the fo

August 9, 2012 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission Fil

August 9, 2012 EX-16.1

Child, Van Wagoner & Bradshaw, PLLC

EX-16.1 2 ex161.htm LETTER FROM CVB DATED AUGUST 8, 2012 REGARDING CHANGE IN CERTIFIED ACCOUNTANT. Exhibit 16.1 Letter on change of certifying accountant Child, Van Wagoner & Bradshaw, PLLC 5296 South Commerce Drive, Suite 300 Salt Lake City, Utah 84107-5370 (801) 281-4700 August 8, 2012 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: The firm of Ch

July 23, 2012 DEF 14C

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission (only as permitted by Rule 14c-5(d)(2)) [ X] Definitive Information Statement FRESH TRAFFIC GROUP INC. (Nam

July 16, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File Number FRESH TRAFFIC GROUP IN

July 6, 2012 PRE 14C

- PRE 14C

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission (only as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement FRESH TRAFFIC GROUP INC. (Name of Registrant

June 27, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporat

June 27, 2012 EX-2.1

ASSIGNMENT AGREEMENT

EX-2.1 2 ex21.htm ASSIGNMENT AGREEMENT DATED JUNE 19, 2012 ASSIGNMENT AGREEMENT THIS ASSIGNMENT OF LICENSING AGREEMENTS (the “Agreement”) entered into this 19th day of June, 2012, by and between Tellus Engineering Ltd. (Business Registration Number 1509522), Hong Kong corporation whose address is 7/F, Kin On Commercial Building 49-51 Hong Kong (the “Assignor”), Fresh Traffic Group, Inc. (Business

June 27, 2012 EX-2.2

EX-2.2

EX-2.2 3 ex22.htm APPROVAL OF LICENSOR DATED JUNE 19, 2012

April 16, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File Number FRESH TRAFFIC GRO

January 27, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission F

January 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2012 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission F

December 29, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission File Number FRESH TRAFFIC GRO

December 14, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission

November 29, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 35804K 109 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Repo

October 5, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2011 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission Fi

October 5, 2011 EX-99.1A

Fresh Traffic Group Announces Completion of Internal Investigation

EX-99.1A 2 ex991a.htm PRESS RELEASE DATED OCTOBER 4, 2011 Exhibit 99.1a Fresh Traffic Group Announces Completion of Internal Investigation Winnipeg, MB, Canada – October 4, 2011 – Fresh Traffic Group, Inc. (FTGC OTC Markets) The Company announced today it has completed an internal investigation into the recent discovery of unauthorized “spam email activity” referring to the Company and the Company

July 13, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2011 [ ] TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (Commission File Number) FRESH TRA

June 23, 2011 CORRESP

Fresh Traffic Group, 1680 CanWest Place, 201 Portage Avenue Winnipeg, MB R3B 3K8 Phone: (1) 204.942.4200 Fax: (1) 204.942.4498 www.freshtraffic.ca GST Reg Number: 848375093

June 22, 2011 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Andrew Mew Accounting Branch Chief Division of Corporate Finance cc: Scott Stringer Staff Accountant Division of Corporate Finance By Facsimile: 703. 813.6980 RE: Fresh Traffic Group, Inc. (the “Company”) Form 10-Q for the Quarterly Period Ended November 30, 2010 Filed January 21, 2011 Form 8

June 2, 2011 CORRESP

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada June 1, 2011 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Andrew Mew Accounting Branch Chief Division of Corporate Finance cc: Scott Stringer Staff Accountant Division of Corporate Finance RE: Fresh Traffic Group, Inc. (the “Company”) Form 10-Q for the Quarterly Period Ended No

April 26, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (Commission File Number) FR

April 19, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (Commission File Number) FRESH TRAFFIC G

April 14, 2011 CORRESP

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada April 13, 2011 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Andrew D. Mew Accounting branch Chief cc: Scott Stringer By Facsimile: (202) 772-9202 RE: Fresh Traffic Group, Inc. Form 10-Q for the Quarterly Period Ended November 20, 2010 Filed January 21, 2011 Form 8-K/Amendment N

April 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 35804K 109 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition R

March 30, 2011 CORRESP

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada

Fresh Traffic Group, Inc. 201 Portage Ave, Suite 1680 Winnipeg MB, Canada March 28, 2011 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Andrew D. Mew Accounting Branch Chief cc: Scott Stringer By Facsimile: (202) 772-9202 RE: Fresh Traffic Group, Inc. Form 10-Q for the Quarterly Period Ended November 30, 2010 Filed January 21, 2011 Form 8-K/Amendment N

February 28, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2011 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission

January 31, 2011 EX-99.1

FRESH TRAFFIC GROUP CORP. (A DEVELOPMENT STAGE ENTERPRISE) REPORT AND FINANCIAL STATEMENTS August 31, 2010 (Stated in US Dollars)

EX-99.1 3 ex991.htm AUDITED BALANCE SHEETS OF FRESH CORP. AS OF AUGUST 31, 2010 AND 2009, AND THE RELATED STATEMENTS OF INCOME, STOCKHOLDERS? EQUITY AND CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2010, 2009 AND FROM INCEPTION (JULY 22, 2008) TO AUGUST 31, 2010. FRESH TRAFFIC GROUP CORP. (A DEVELOPMENT STAGE ENTERPRISE) REPORT AND FINANCIAL STATEMENTS August 31, 2010 (Stated in US Dollars) Page Audi

January 31, 2011 EX-99.1

FRESH TRAFFIC GROUP INC. (FORMERLY: ESTATE COFFEE HOLDINGS CORP.) PROFORMA CONSOLIDATED BALANCE SHEET August 31, 2010 (Stated in US Dollars)

EX-99.1 4 ex992.htm UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF AUGUST 31, 2010, AND THE RELATED UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED AUGUST 31, 2010. EX 99.2 The following unaudited pro forma financial statements are presented to illustrate the estimated effects of the Securities Exchange Agreement ("Exchange Transaction") between Fresh Traffic Group Inc

January 31, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2010 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporat

January 21, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (Commission File Number) FRES

January 18, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 35804K 109 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: November 30, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition R

December 13, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 Commission

December 13, 2010 EX-3.I.IV

Certificate of Amendment (Pursuant to NRS78.385 and 78.390)

EX-3.I.IV 2 ex3iiv.htm AMENDED ARTICLES OF INCORPORATION DATED OCTOBER 20, 2010 REFLECTING NAME CHANGE TO FRESH TRAFFIC GROUP INC. ROSS MILLER Secretary of State 204 N. Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (Pursuant to NRS78.385 and 78.390) Filed in the office of Document Number 20100759637-90 /s/ Ross Miller Ross Mill

November 29, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ntform10k.htm NT FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 35804K 109 (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: August 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Re

November 19, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2010 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission

November 5, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2010 FRESH TRAFFIC GROUP INC. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission F

November 5, 2010 EX-10.1

SHARE EXCHANGE AGREEMENT

EX-10.1 2 ex101.htm SHARE EXCHANGE AGREEMENT DATED OCTOBER 20, 2010 BETWEEN THE COMPANY, FRESH TRAFFIC GROUP CORP., AND ALL THE SHAREHOLDERS OF FRESH TRAFFIC GROUP CORP. SHARE EXCHANGE AGREEMENT THIS AGREEMENT is dated October 20, 2010 BETWEEN: Estate Coffee Holdings Corp. (Fresh Traffic Group Inc., name change effective October 20, 2010), a company incorporated pursuant to the laws of the State o

September 28, 2010 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement ESTATE COFFEE HOLDINGS CORP. (Name of Registrant as Speci

September 15, 2010 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement ESTATE COFFEE HOLDINGS CORP. (Name of Registrant as Speci

August 20, 2010 EX-10.1

Letter Of Intent

Letter Of Intent August 9, 2010 Mr. Jerry Booth President Fresh Traffic Group Re: Letter of Intent to enter into a definitive Share Purchase Agreement between Estate Coffee Holdings Corp (?ECHD?), Fresh Traffic Group (?FTG?), and the shareholders of Fresh Traffic Group for the purchase of 100% of the issued and outstanding common stock of FTG. Dear Mr. Booth, This Letter of Intent (?LOI?) sets for

August 20, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2010 ESTATE COFFEE HOLDINGS CORP. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commissio

August 3, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2010 ESTATE COFFEE HOLDINGS CORP. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission

July 20, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (Commission File Number) ESTATE CO

July 20, 2010 EX-10.2

GLOBAL DISTRIBUTION AGREEMENT

EX-10.2 2 ex102.htm GLOBAL DISTRIBUTION AGREEMENT DATED JANUARY 29, 2010 BETWEEN COFFEE SOLUTIONS LTD AND ESTATE COFFEE HOLDINGS CORP. GLOBAL DISTRIBUTION AGREEMENT This distribution agreement is entered into by and between Coffee Solutions Limited (CSL) of 3 Lyndhurst Road, Kingston 5, Jamaica WI, and Estate Coffee Holdings Corp. (ECH) 565 Silvertip Rd., Canmore AB Canada T1W 3K8 and shall be eff

July 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 29734B 10 7 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: May 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report

May 20, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2010 ESTATE COFFEE HOLDINGS CORP. Exact name of registrant as specified in its charter Nevada 000-53703 98-0531819 (State or other jurisdiction of incorporation) (Commission F

April 19, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 form10q.htm FORM 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2010 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-53703 (

April 19, 2010 EX-10.2

GLOBAL DISTRIBUTION AGREEMENT

GLOBAL DISTRIBUTION AGREEMENT This distribution agreement is entered into by and between Coffee Solutions Limited (CSL) of 3 Lyndhurst Road, Kingston 5, Jamaica WI, and Estate Coffee Holdings Corp.

April 19, 2010 EX-3.I.II

CERTIFICATE OF CHANGE PURSUANT to NRS 78.209

EX-3.I.II 3 ex3iii.htm CERTIFICATE OF CHANGE DATED NOVEMBER 2, 2009 IN REGARD TO A FORWARD SPLIT OF THE ISSUED AND AUTHORIZED CAPITAL OF THE COMPANY ROSS MILLER Secretary of State 204 N. Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov CERTIFICATE OF CHANGE PURSUANT to NRS 78.209 Filed in the office of Document Number 2009-0769398-73 /s/ Ross Miller Ross

April 19, 2010 EX-3.I.III

CERTIFICATE OF AMENDMENT

ROSS MILLER Secretary of State 204 N. Carson Street, Suite 4 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov CERTIFICATE OF AMENDMENT Filed in the office of Document Number 20100049099-24 (PURSUANT TO NRS 78.385 AND 78.390) /s/ Ross Miller Ross Miller Filing Date and Time 01/27/2010 4:30 PM Secretary of State State of Nevada Entity Number E0206632007-4 USE BLACK IN ONLY ? DO N

April 19, 2010 EX-2.1

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT THIS AGREEMENT is dated January 10, 2010 BETWEEN: SLAP, Inc.

April 15, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-53703 CUSIP NUMBER: 29734B 10 7 (Check One): [] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: February 28, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Re

December 31, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 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. (

December 21, 2009 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission (only as permitted by Rule 14c-5

December 9, 2009 PREM14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission (only as permitted by Rule 14c-5

November 5, 2009 EX-3.2.1

AMENDMENT NO. 1 TO BY-LAWS SLAP, INC. TABLE OF CONTENTS

AMENDMENT NO. 1 TO BY-LAWS OF SLAP, INC. TABLE OF CONTENTS ARTICLE ONE – OFFICES 1.1 Registered Office 1.2 Other Offices ARTICLE TWO – MEETINGS OF STOCKHOLDERS 2.1 Place 2.2 Annual Meetings 2.3 Special Meetings 2.4 Notices of Meetings 2.5 Purpose of meetings 2.6 Quorum 2.7 Voting 2.8 Share Voting 2.9 Proxy 2.10 Written Consent Lieu of Meeting ARTICLE THREE – DIRECTORS 3.1 Powers 3.2 Number of Dire

November 5, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

10-K 1 form10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-51716 SL

November 5, 2009 EX-3.1.1

Certificate of Change Pursuant to NRS 78.209

ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.

June 19, 2009 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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

June 19, 2009 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SLAP, INC. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SLAP, INC.

June 18, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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

April 7, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 February 28, 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. (

December 31, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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. (

December 5, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR

10-K 1 form10k20080831.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2008 [ ] 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

December 1, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ..............2.50 SEC FILE NUMBER: 000-51716 CUSIP NUMBER: N/A (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: August 31, 2008

August 27, 2008 424B2

PROSPECTUS SLAP, Inc. 1,500,000 shares of Common Stock

Filed Pursuant to Rule 424(b)(2) Registration No. 333- 151228 PROSPECTUS SLAP, Inc. 1,500,000 shares of Common Stock SUMMARY OF OFFERING Terms Of Offering This is a public offering of 1,500,000 shares of common stock, $0.001 par value, of SLAP, Inc., a Nevada Corporation (“we”, “us”, “our” or similar terms), at a price of US$0.10 per share (the “Offering”). This is a best efforts public offering.

August 11, 2008 CORRESP

SLAP, INC. 565 Silvertip Road Canmore, Alberta T1W 3K8

SLAP, INC. 565 Silvertip Road Canmore, Alberta T1W 3K8 August 7, 2008 Mr. Kristopher Natoli Securities and Exchange Commission 100 F Street N.E. Washington, D.C 20549 Via Edgar and Overnight Delivery Dear Mr. Natoli: Re: SLAP, Inc. (the ?Company?) Registration Statement on Form S-1 This letter shall serve as the formal request of Slap, Inc. that the effective date of the Registration Statement fil

August 1, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/AMENDMENT #3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorpor

S-1/A 1 f20080801forms1amend3filing.htm FORM S-1 AMENDMENT 3 As filed with the Securities and Exchange Commission on August 1, 2008 Registration No. 333151228 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/AMENDMENT #3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) NEVADA (State or jurisdic

August 1, 2008 CORRESP

SLAP, INC. 565 Silvertip Road Canmore, Alberta T1W 3K8

SLAP, INC. 565 Silvertip Road Canmore, Alberta T1W 3K8 August 1, 2008 Mr. Kristopher Natoli Securities and Exchange Commission 100 F Street N.E. Washington, D.C 20549 By Facsimile & Regular Mail Dear Mr. Natoli: Re: SLAP, Inc. (the “Company”) Amendment No. 1 to Registration Statement on Form S-1 Filed June 17, 2008 File No. 333-151228 Please find enclosed herewith three (3) clean copies and three

July 25, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/AMENDMENT # 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorpo

S-1/A 1 f20080725forms1amendment2fil.htm FORM S-1 AMENDMENT 2 As filed with the Securities and Exchange Commission on July 25 , 2008 Registration No. 333151228 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/AMENDMENT # 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) NEVADA (State or jurisd

June 18, 2008 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 /AMENDMENT #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorpo

S-1/A 1 f20080613forms1amendment1fin.htm FORM S-1/A As filed with the Securities and Exchange Commission on June 17, 2008 Registration No. 333 151228 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 /AMENDMENT #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) NEVADA (State or jurisdiction of

June 18, 2008 CORRESP

SLAP, INC. 565 Silvertrip Road Canmore, Alberta T1W 3K8

SLAP, INC. 565 Silvertrip Road Canmore, Alberta T1W 3K8 June 17, 2008 Kristopher Natoli Securities and Exchange Commission 100 F Street N.E. Washington, D.C 20549 By Facsimile & Regular Mail Dear Mr. Kristopher Natoli: Re: SLAP, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-151228 Please find enclosed herewith three (3) clean copies and three (3) redlined copies of Amendment

May 29, 2008 EX-10

(1990 version) OPERATING PROCEDURE

EX-10 5 farmoutagreement.htm EXHIBIT 10.1 - FARMOUT AGREEMENT DAR ENERGY INC. 507 Patterson View SW, Calgary, Alberta T3H 3J9 Phone (403) 265-7170 Fax (403) 246-6741 July 9, 2007 Mr. David Wehrhahn SLAP Inc. 565 Silvertip Road Canmore Ab T1W 3K8 RE: Farm-out – DAR et al West Caroline 8-18-35-11W5 You have received a copy of our proposal regarding the West Caroline Project. DAR Energy Inc (the farm

May 29, 2008 EX-3

TABLE OF CONTENTS SLAP, INC.

EX-3 3 bylaws.htm EXHIBIT 3.2 - BY-LAWS TABLE OF CONTENTS BY-LAWS OF SLAP, INC. ARTICLE ONE – OFFICES 1.1 Registered Office 1.2 Other Offices ARTICLE TWO – MEETINGS OF STOCKHOLDERS 0.1 Place 0.2 Annual Meetings 0.3 Special Meetings 0.4 Notices of Meetings 0.5 Purpose of meetings 0.6 Quorum 0.7 Voting 0.8 Share Voting 0.9 Proxy 0.10 Written Consent Lieu of Meeting 0.11 Number of Shareholders 0.12 I

May 29, 2008 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of incorporation or orga

S-1 1 f20080528forms1final.htm REGISTRATION STATEMENT ON FORM S-1 As filed with the Securities and Exchange Commission on May 28, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SLAP, INC. (Exact name of registrant as specified in its charter) NEVADA (State or jurisdiction of incorpo

May 29, 2008 EX-3

ARTICLES OF INCORPORATION

EX-3 2 articlesofincorporation.htm EXHIBIT 3.1 - ARTICLES OF INCORPORATION ROSS MILLER Secretary of State 202 N. Carson Street Carson City, Nevada 89701-4069 (775) 684-5708 Website: secretaryofstate.biz ARTICLES OF INCORPORATION Filed in the office of Document Number 20070191907-56 (PURSUANT TO NRS 78) /s/ Ross Miller Ross Miller Filing Date and Time 03-19-2007 7:50 AM Secretary of State State of

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