U.S.
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 December 31, 2008





OR





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from ________ to ________





Commission
File No. 000-49708





Radale
Imports, Inc.


(Exact
name of registrant as specified in its charter)




Nevada
                
                33-0684067(State
      of
                
                (IRS
      EmployerIncorporation)
                
                I.D.
      Number)




P. O. Box
1990


Rancho
Santa Fe, CA 92067


858-756-3011







(Address
and telephone number of registrant's principal


executive
offices and principal place of business)





Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past twelve 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. YesxNo ̈





As of
February 19, 2009, there were 2,138,150 shares of the Registrant's Common Stock,
par value $0.001 per share, outstanding.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


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 xNo o





Transitional Small Business Disclosure
Format (check one):  Yes oNox









TABLE
OF CONTENTS




PagePART
      I - FINANCIAL INFORMATION
                          3Item
      1.
                          Financial
      Statements
                          3Item
      2.
                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          9Item
      4.
                          Controls
      and Procedures
                          10PART
      II - OTHER INFORMATION
                          10Item
      1.
                          Legal
      Proceedings
                          10Item
      6.
                          Exhibits
                          11SIGNATURES
                          12




2





PART
I – FINANCIAL INFORMATION





Item
1. Financial Statements





PAGECONDENSED
      BALANCE SHEETSDECEMBER 31, 2008 (UNAUDITED) AND MARCH 31,
      2008
                
                
                4CONDENSED
      STATEMENTS OF OPERATIONS THREE AND NINE MONTHS ENDED DECEMBER 31, 2008 AND
      2007 AND PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION) THROUGH DECEMBER
      31, 2008 (UNAUDITED)
                
                
                5CONDENSED
      STATEMENTS OF CASH FLOWS NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007 AND
      PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2008
      (UNAUDITED)
                
                
                6NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                
                
                7-8




3




RADALE
IMPORTS, INC.
 (A
Development Stage Company)
 
 CONDENSED
BALANCE SHEETS
 DECEMBER
31, 2008 (UNAUDITED) AND MARCH 31, 2008
 
 December, 31
                                
                                
                                March 31,2008
                                
                                
                                2008(Unaudited)ASSETSCurrent
      assets – cash
                                
                                $
                                76
                                
                                
                                $
                                57Related
      party receivables, net of reserve for doubtful accounts of
      $227,286
                                
                                
                                -
                                
                                
                                
                                -Total
      assets
                                
                                $
                                76
                                
                                
                                $
                                57LIABILITIES AND STOCKHOLDERS’
      DEFICIENCYCurrent
      liabilities:Borrowings
      under line of credit
                                
                                $
                                30,847
                                
                                
                                $
                                31,282Accounts
      payable
                                
                                
                                55,346
                                
                                
                                
                                50,081Related
      party payables
                                
                                
                                1,499,149
                                
                                
                                
                                1,368,707Total
      liabilities
                                
                                
                                1,585,342
                                
                                
                                
                                1,450,070Stockholders’
      deficiency:Preferred
      stock, $.001 par value; 10,000,000 shares authorized; none
      issued
                                
                                
                                -
                                
                                
                                
                                -Common
      stock, $.001 par value; 40,000,000 shares authorized; 2,138,150 shares
      issued and outstanding
                                
                                
                                2,138
                                
                                
                                
                                2,138Additional
      paid-in capital
                                
                                
                                168,853
                                
                                
                                
                                168,853Deficit
      accumulated during the development stage
                                
                                
                                (1,756,257
                                )
                                
                                
                                (1,621,004
                                )Total
      stockholders’ deficiency
                                
                                
                                (1,585,266
                                )
                                
                                
                                (1,450,013
                                )Total
      liabilities and stockholders’ deficiency
                                
                                $
                                76
                                
                                
                                $
                                57
 
 See Notes
to Unaudited Condensed Financial Statements.
  4
 
 RADALE
IMPORTS, INC.
 (A
Development Stage Company)
 
 CONDENSED
STATEMENTS OF OPERATIONS
 THREE
AND NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007
 AND
PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION)
 THROUGH
DECEMBER 31, 2008
 (Unaudited)
 
 Three
      Months Ended
                                      December
      31,
                                    
                                    
                                    Nine
      Months Ended
                                      December
      31,
                                    
                                    
                                    Cumulative
                                      from2008
                                    
                                    
                                    2007
                                    
                                    
                                    2008
                                    
                                    
                                    2007
                                    
                                    
                                    InceptionOperating
      Expenses:General
      & administrative
                                    
                                    $
                                    3,121
                                    
                                    
                                    $
                                    11,474
                                    
                                    
                                    $
                                    27,822
                                    
                                    
                                    $
                                    34,394
                                    
                                    
                                    $
                                    914,498Depreciation
      & amortization
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    7,698Totals
                                    
                                    
                                    3,121
                                    
                                    
                                    
                                    11,474
                                    
                                    
                                    
                                    27,822
                                    
                                    
                                    
                                    34,394
                                    
                                    
                                    
                                    922,196Loss
      from Operations
                                    
                                    
                                    (3,121
                                    )
                                    
                                    
                                    (11,474
                                    )
                                    
                                    
                                    (27,822
                                    )
                                    
                                    
                                    (34,394
                                    )
                                    
                                    
                                    (922,196
                                    )Other
      (Income) Expense:Interest
      Income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (50,836
                                    )Interest
      Expense
                                    
                                    
                                    36,907
                                    
                                    
                                    
                                    32,998
                                    
                                    
                                    
                                    107,431
                                    
                                    
                                    
                                    95,636
                                    
                                    
                                    
                                    884,897Totals
                                    
                                    
                                    36,907
                                    
                                    
                                    
                                    32,998
                                    
                                    
                                    
                                    107,431
                                    
                                    
                                    
                                    95,636
                                    
                                    
                                    
                                    834,061Net
      Loss
                                    
                                    $
                                    (40,028
                                    )
                                    
                                    $
                                    (44,472
                                    )
                                    
                                    $
                                    (135,253
                                    )
                                    
                                    $
                                    (130,030
                                    )
                                    
                                    $
                                    (1,756,257
                                    )Net
      Loss per common share-basic and diluted
                                    
                                    $
                                    (.02
                                    )
                                    
                                    $
                                    (.02
                                    )
                                    
                                    $
                                    (.06
                                    )
                                    
                                    $
                                    (.06
                                    )Basic
      weighted average number of common shares
                                    
                                    
                                    2,138,150
                                    
                                    
                                    
                                    2,138,150
                                    
                                    
                                    
                                    2,138,150
                                    
                                    
                                    
                                    2,138,150
 
 See Notes
to Unaudited Condensed Financial Statements.
  5
  RADALE
IMPORTS, INC.
 (A
Development Stage Company)
  CONDENSED
STATEMENTS OF CASH FLOWS
 NINE
MONTHS ENDED DECEMBER 31, 2008 AND 2007 AND
 PERIOD
FROM AUGUST 18, 1995 (DATE OF INCEPTION)
 THROUGH
DECEMBER 31, 2008
 (Unaudited)
 
 2008
                    
                    
                    2007
                    
                    
                    Cumulative
                      from
                      InceptionOperating
      activities:Net
      loss
                    
                    $
                    (135,253
                    )
                    
                    $
                    (130,030
                    )
                    
                    $
                    (1,756,257
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Provision
      for uncollectible related party receivables including accrued
      interest
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    227,286Depreciation
      and amortization
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,698Common
      stock issued for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    21,191Changes
      in operating assets and liabilities:Other
      assets
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,105
                    )Accounts
      payable
                    
                    
                    5,265
                    
                    
                    
                    10,152
                    
                    
                    
                    55,346Interest
      receivable from related parties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (50,836
                    )Interest
      payable to related parties
                    
                    
                    105,091
                    
                    
                    
                    92,549
                    
                    
                    
                    855,993Net
      cash used in operating activities
                    
                    
                    (24,897
                    )
                    
                    
                    (27,329
                    )
                    
                    
                    (640,684
                    )Investing
      activities:Purchase
      of property and equipment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (6,593
                    )Advances
      to related parties
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (176,450
                    )Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (183,043
                    )Financing
      activities:Proceeds
      from loans payable to related party
                    
                    
                    25,350
                    
                    
                    
                    28,500
                    
                    
                    
                    643,156Net
      proceeds from (payment on) line of credit
                    
                    
                    (434
                    )
                    
                    
                    (236
                    )
                    
                    
                    30,847Proceeds
      from issuance of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    149,800Net
      cash provided by financing activities
                    
                    
                    24,916
                    
                    
                    
                    28,264
                    
                    
                    
                    823,803Net
      increase in cash
                    
                    
                    19
                    
                    
                    
                    935
                    
                    
                    
                    76Cash,
      beginning of period
                    
                    
                    57
                    
                    
                    
                    131
                    
                    
                    
                    -Cash,
      end of period
                    
                    $
                    76
                    
                    
                    $
                    76
                    
                    
                    $
                    76
 
 See Notes
to Unaudited Condensed Financial Statements.
  6




RADALE
IMPORTS, INC.
 (A
Development Stage Company)
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




Note
1 - Unaudited interim financial statements:
 The
accompanying unaudited condensed financial statements of Radale Imports, Inc.
(the “Company”) have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine months ended December 31, 2008 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2009. The unaudited condensed financial statements should be read in
conjunction with the audited financial statements and footnotes thereto included
in the Company’s March 31, 2008 Annual Report on Form 10-K.
 
 
 Note
2 - Business organization and policies:
 Use
of estimates:
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
 
 Earnings
(loss) per share:
 The
Company follows the provisions of Statement of Financial Accounting Standards
No. 128, Earnings per Share("SFAS 128").
 
 Basic
earnings (loss) per common share is calculated by dividing net income or loss
applicable to common shares by the weighted average number of common shares
outstanding during the period. The calculation of diluted earnings per common
share is similar to that of basic earnings per common share, except that
dilutive earnings per common share reflects the amount of earnings for the
period available to each share of common stock outstanding during the reporting
period, while giving effect to all dilutive potential common shares that were
outstanding during the period such as common shares that could result from the
potential exercise or conversion of securities and debt into common stock. There
are potentially no dilutive common shares outstanding for the nine months ended
December 31, 2008 and 2007.
 
 Concentration
risk:
 The
Company has two vendors which composed approximately 74% and three vendors which
composed approximately 84% of its accounts payable balance at December 31, 2008
and March 31, 2008, respectively.
 
 7
  RADALE
IMPORTS, INC.
 (A
Development Stage Company)
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
  Note
3 - Basis of presentation:
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America which
contemplate continuation of the Company as a going concern and the realization
of the Company’s assets and the satisfaction of its liabilities in the normal
course of business. As of December 31, 2008, the Company has an accumulated
deficit of $1,756,257 and a stockholders’ and working capital deficiency of
$1,585,266. Management plans to obtain the additional funds to enable the
Company to continue as a going concern through the acquisition of a business
through a combination with another, as-yet-unidentified company. Due to the
Company’s recurring losses and stockholders’ deficiency, there can be no
assurance that the Company will be able to obtain the additional funds, which
may impact the Company’s ability to continue as a going concern. The
accompanying financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue its
operations as a going concern.
 
 Note
4 - Related party receivables, net:
 Related
party receivables of $227,286 as of December 31, 2008 include accrued interest
of $50,836. The receivables arose from periodic borrowings from the Company by
stockholders and officers. All unpaid amounts were due no later than March 31,
2001, and are currently in default. The repayment of the principal and all
accrued interest has been guaranteed by the Company’s principal stockholder’s
estate. As a consideration to the stockholder for the guarantee, the debtors
pledged their stock to the principal stockholder’s estate. Currently, the
Company has not commenced collection of the receivables. Because of the
uncertainty about the collectability of the receivables, no interest income was
accrued in the nine month periods ended December 31, 2008 and 2007. The total
receivables including accrued interest of $227,286 have been fully reserved
through a provision charged to operations in the year ended March 31,
2001.
 
 Note
5 - Related party payables:
 Related
party payables as of December 31, 2008 totaled $1,499,149, which includes notes
payable of $643,156 and accrued interest of $855,993. The notes bear interest
with rates ranging from 6% to 10% and are currently in
default.




8




Item
      2.
            Management's
      Discussion and Analysis or Plan of
Operation





The following discussion and analysis
should be read in conjunction with the financial statements and the accompanying
notes thereto for the period ended December 31, 2008 and are qualified in its
entirety by the foregoing and by more detailed financial information appearing
elsewhere.  See "Item 1.  Financial
Statements."  The discussion includes management’s expectations for
the future.





Such expressions of expectation are not
historical in nature and are considered forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements are subject to risks and
uncertainties that may cause actual future results to differ materially from
those expressed in any forward-looking statement.  Such risks and
uncertainties are discussed in the Risk Factors section of our Annual Report on
Form 10-K.  Copies of that filing may be obtained by contacting Anne
Ash of our company at P. O. Box 1990, Rancho Santa Fe, CA 92067, and telephone
(858) 756-3011.





Plan
of Operation for the Next Twelve Months





Our
current business plan is to seek, investigate and, if warranted, acquire one or
more properties or businesses, and to pursue other related activities intended
to enhance shareholder value. The acquisition of a business opportunity may be
made by purchase, merger, exchange of stock, or otherwise, and may encompass
assets or a business entity, such as a corporation, joint venture or
partnership. We have no capital, and it is unlikely that we will be able to take
advantage of more than one such business opportunity. We intend to seek
opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.





As part
of this plan, we have reincorporated in Nevada in order to facilitate such
acquisitions.





We are in the development stage and,
since inception, have experienced significant liquidity problems and have no
capital resources or stockholders’ equity. We have total assets of
$76  and liabilities of $1,585,342.





We cannot predict to what extent our
lack of liquidity and capital resources will impair the consummation of a
business combination or whether we will incur further operating losses through
any business entity, which we may eventually acquire.





For the
current fiscal year, we anticipate incurring a loss as a result of legal and
accounting expenses, expenses associated with registration under the Securities
Exchange Act of 1934, and expenses associated with locating and evaluating
acquisition candidates. We anticipate that until a business combination is
completed with an acquisition candidate, it will not generate revenues other
than interest income, and may continue to operate at a loss after completing a
business combination, depending upon the performance of the acquired
business.


9





Need for Additional
Financing





We do not have capital sufficient to
meet our cash needs during the next twelve months, including the costs of
compliance with the continuing reporting requirements of the Securities Exchange
Act of 1934.  We will have to seek loans or equity placements to cover
such cash needs.  In the event we are able to complete a business
combination during this period, the lack of existing capital may be a sufficient
impediment to prevent us from accomplishing the goal of completing a business
combination. There is no assurance, however, that without funds we will
ultimately be able to complete a business combination. Once a business
combination is completed, our needs for additional financing are likely to
increase substantially.





No commitments to provide additional
funds have been made by management or other stockholders. Accordingly, there can
be no assurance that any additional funds will be available to the Company to
allow it to cover its expenses as they may be incurred.





Historically, our cash requirements had
been met by loans to the company by the Estate of Lee Dodson, our former CEO,
CFO, a director and the beneficial owner of a majority of our outstanding common
stock.  On June 27, 2007, Mr. Dodson, died.  On July 13,
2007 Ken Swanson agreed to be the replacement of Mr. Dodson.





Irrespective
of whether our cash assets prove to be inadequate to meet our operational needs,
we might seek to compensate providers of services by issuances of stock in lieu
of cash.





Item
      4.
            Controls
      and Procedures





Evaluation of disclosure
controls and procedures.  The Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of the end of the period covered by this
report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective and are designed to provide reasonable assurances of
achieving their objectives.  Further, the Company’s officers concluded
that its disclosure controls and procedures are also effective to ensure that
information required to be disclosed in the reports that it files or submits
under the Exchange Act is accumulated and communicated to its management,
including its chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.  There were no
significant changes in the Company's internal control over financial reporting
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.





PART
II - OTHER INFORMATION





Item
      1.
            Legal
      Proceedings





We are not, and none of our property
is, a party to any pending legal proceedings, and no such proceedings are known
to be contemplated.


10





No director, officer or affiliate of
the Company and no owner of record or beneficial owner of more than 5.0% of the
securities of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to any litigation.





Item
      6.
            Exhibits





The following exhibits are filed, by
incorporation by reference, as part of this Form 10-Q:





Exhibit
                        Number
                      
                      Description of Exhibit2
                      
                      Plan
      of Merger between Radale Imports, Inc. (a California corporation) and
      Radale Imports, Inc. (a Nevada corporation)+3
                      
                      Amended
      and Restated Articles of Incorporation*3.1
                      
                      Bylaws*3.2
                      
                      Articles
      of Incorporation of Radale Imports, Inc., a Nevada
      corporation+3.3
                      
                      Bylaws
      of Radale Imports, Inc., a Nevada corporation+3.4
                      
                      Articles
      of Merger (Pursuant to NRS 92A.200) which merges Radale Imports, Inc., a
      California corporation, with and into Radale Imports, Inc., a Nevada
      corporation with the Nevada corporation being the surviving
      entity++14
                      
                      Code
      of Ethics for CEO and Senior Financial Officers**16
                      
                      Letter
      of January 14, 2005 from J.H. Cohn LLP to the SEC regarding its
      concurrence or disagreement with the statements made in Item 4.01 of Form
      8-K Current Report December 1, 2004***31.1
                      
                      Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.2
                      
                      Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
                      
                      Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
                      
                      Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




11





*Previously
filed with Form 10-SB Commission file number 000-49708; incorporated
herein.





**Previously
filed with Form 10-KSB FYE 03-31-04 Commission file number 000-49708;
incorporated herein.





***Previously
filed with Form 8-K Current Report December 1, 2004 Commission file number
000-49708; incorporated herein.





+Previously
filed with Form 10-KSB FYE 03-31-05 Commission file number 000-49708;
incorporated herein.





++Previously
filed with Form 8-K Current Report August 4, 2006 Commission file number
000-49708; incorporated herein.





SIGNATURES





Pursuant to the requirements of the
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.





Date: February 20, 2009
                  RADALE
      IMPORTS, INC.By
                  /s/
      Ken SwansonKen
      Swanson, Chief Executive
Officer




12