U.S.
      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 MARCH 31, 2008**





OR





 ̈ TRANSITION UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from ________ to ________








**RADALE
      IMPORTS, INC.**


(Exact
      name of registrant as specified in its charter)





Nevada(state
                ofincorporation)
            000-49708(Commission
                File Number)
            33-0684067(IRS
                EmployerI.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)




Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:


Common
      Stock, $0.001 par value





Check
      whether the registrant is a well-known seasoned issuer, as defined in Rule
      405
      of the Securities Act. Yes  ̈ No x





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. Yes  ̈ No x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or 15(d) of the Securities 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. Yes x No  ̈







Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of the registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. x





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


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  ̈





State
      issuer’s revenues for its most recent fiscal year: $-0-





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: $0, as the stock does not
      trade.





As
      of
      July 3, 2008, there were 2,138,150 shares of the Registrant's Common Stock,
      par
      value $0.001 per share, outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
      the
      document is incorporated: (1) any annual report to security holders; (2) any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24, 1990).
      None





Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x


ii


**TABLE
      OF CONTENTS**





Page**PART
                I**Item
                1
            Description
                of Business
            1Business
                Development
            1Our
                Business
            1Investigation
                and Selection of Business Opportunities
            3Form
                of Acquisition
            6Investment
                Company Act and Other Regulation
            7Competition
            8No
                Rights of Dissenting Shareholders
            8No
                Target Candidates for Acquisition
            8Administrative
                Offices
            9Employees
            9Item
                1A
            Risk
                Factors
            9Item
                2
            Properties
            15Item
                3
            Legal
                Proceedings
            15Item
                4
            Submission
                of Matters to a Vote of Security Holders
            15**PART
                II**Item
                5
            Market
                for Common Equity and Related Stockholder Matters and Issuer Purchases
                of
                Equity Securities
            15Item
                7
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            15Plan
                of Operation for the Next Twelve Months
            15Off-Balance
                Sheet Arrangements
            16Item
                8
            Financial
                Statements
            17Item
                9
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            29Item
                9A(T)
            Controls
                and Procedures
            29Item
                9B
            Other
                Information
            30




iii




**PART
                III**Item
                10
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            30Code
                of Ethics
            34Corporate
                Governance
            35Audit
                Committee
            35Compliance
                with Section 16(a) of the Exchange Act
            35Item
                11
            Executive
                Compensation
            36Compensation
                of Directors
            36Equity
                Compensation Plans
            37Item
                12
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            37Item
                13
            Certain
                Relationships and Related Transactions
            38Item
                14
            Principal
                Accountant Fees and Services
            39Item
                15
            Exhibits
            40Signatures
            
            42




iv


**PART
      I**





**ITEM
              1.**
            **DESCRIPTION
                OF BUSINESS.**





**Business
      Development** **.**





Radale
      Imports, Inc. was incorporated under the laws of the State of California on
      August 18, 1995, and currently is incorporated under the laws of the State
      of
      Nevada. Radale Imports Inc. is in the developmental stage. From the period
      of
      inception in 1995 through 1998, we were occupied in establishing an
      import-export business between India and the U.S. in the automotive after parts
      and accessory markets. In 1998 our vice president, Raj Pujara, died. He was
      our
      contact with India. We soon learned that we could not proceed with our business
      plan without him. We have no commercial operations today, have no full-time
      employees and own no real estate or other property other than office
      equipment.





**Our
      Business** **.**





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.





At
      the
      present time we have not identified any business opportunity that we plan to
      pursue, nor have we reached any agreement or definitive understanding with
      any
      person concerning an acquisition. We have filed a Form 10-SB on a voluntary
      basis in order to become a 12(g) registered company under the Securities
      Exchange Act of 1934. As a "reporting company," we may be more attractive to
      a
      private acquisition target because it may thereby be listed to trade its shares
      on the OTC Bulletin Board.





It
      is
      anticipated that our officers and directors will contact broker-dealers and
      other persons with whom they are acquainted who are involved in corporate
      finance matters to advise them of our existence and to determine if any
      companies or businesses they represent have an interest in considering a merger
      or acquisition with us. No assurance can be given that we will be successful
      in
      finding or acquiring a desirable business opportunity, given that no funds
      are
      available for acquisitions, or that any acquisition that occurs will be on
      terms
      that are favorable to us or our stockholders.





Our
      search will be directed toward small and medium-sized enterprises which have
      a
      desire to become public corporations and which are able to satisfy, or
      anticipate in the reasonably near future being able to satisfy, the minimum
      asset requirements in order to qualify shares for trading on Nasdaq SmallCap
      or
      a stock exchange (See "Investigation and Selection of Business Opportunities").
      We anticipate that the business opportunities presented to us will (i) be
      recently organized with no operating history, or a history of losses
      attributable to under-capitalization or other factors; (ii) be experiencing
      financial or operating difficulties; (iii) be in need of funds to develop a
      new
      product or service or to expand into a new market; (iv) be relying upon an
      untested product or marketing concept; or (v) have a


1


combination
      of the characteristics mentioned in (i) through (iv). We intend to concentrate
      our acquisition efforts on properties or businesses that we believe to be
      undervalued. Given the above factors, investors should expect that any
      acquisition candidate may have a history of losses or low
      profitability.





We
      do not
      propose to restrict our search for investment opportunities to any particular
      geographical area or industry, and may, therefore, engage in essentially any
      business, to the extent of our limited resources. This includes industries
      such
      as service, finance, natural resources, manufacturing, high technology, product
      development, medical, communications and others. Our discretion in the selection
      of business opportunities is unrestricted, subject to the availability of such
      opportunities, economic conditions, and other factors.





As
      a
      consequence of this registration of our securities, any entity, which has an
      interest in being acquired by, or merging into us, is expected to be an entity
      that desires to become a public company and establish a public trading market
      for its securities. In connection with such a merger or acquisition, it is
      highly likely that an amount of stock constituting control of us would be issued
      by us or purchased from our current principal shareholders by the acquiring
      entity or its affiliates. If stock is purchased from the current shareholders,
      the transaction is very likely to result in substantial gains to them relative
      to their purchase price for such stock. In our judgment, none of our officers
      and directors would thereby become an "underwriter" within the meaning of the
      Section 2(11) of the Securities Act of 1933, as amended. The sale of a
      controlling interest by certain of our principal shareholders could occur at
      a
      time when the other shareholders of the company remain subject to restrictions
      on the transfer of their shares.





Depending
      upon the nature of the transaction, the current officers and directors of our
      company may resign management positions with the company in connection with
      our
      acquisition of a business opportunity. See "Form of Acquisition," below, and
      "Risk Factors - The Company - Lack of Continuity in Management." In the event
      of
      such a resignation, our current management would not have any control over
      the
      conduct of the company's business following our combination with a business
      opportunity.





It
      is
      anticipated that business opportunities will come to our attention from various
      sources, including our officers and directors, our other stockholders,
      professional advisors such as attorneys and accountants, securities
      broker-dealers, venture capitalists, members of the financial community, and
      others who may present unsolicited proposals. We have no plans, understandings,
      agreements, or commitments with any individual for such person to act as a
      finder of opportunities for us.





We
      do not
      foresee that we would enter into a merger or acquisition transaction with any
      business with which our officers or directors are currently affiliated. Should
      we determine in the future, contrary to such foregoing expectations, that a
      transaction with an affiliate would be in the best interests of the company
      and
      its stockholders, the company is in general permitted by California law to
      enter
      into such a transaction if:





·
            The
                material facts as to the relationship or interest of the affiliate
                and as
                to the contract or transaction are disclosed or are known to the
                Board of
                Directors, and the Board in good faith authorizes the contract or
                transaction by the affirmative vote of a majority of the disinterested
                directors, even though the disinterested directors constitute less
                than a
                quorum; or




2


·
            The
                material facts as to the relationship or interest of the affiliate
                and as
                to the contract or transaction are disclosed or are known to the
                stockholders entitled to vote thereon, and the contract or transaction
                is
                specifically approved in good faith by vote of the stockholders;
                or





·
            The
                contract or transaction is fair as to the company as of the time
                it is
                authorized, approved or ratified, by the Board of Directors or the
                stockholders.





Investigation
      and Selection of Business Opportunities





To
      a
      large extent, a decision to participate in a specific business opportunity
      may
      be made upon management's analysis of the quality of the other company's
      management and personnel, the anticipated acceptability of new products or
      marketing concepts, the merit of technological changes, the perceived benefit
      the company will derive from becoming a publicly held entity, and numerous
      other
      factors which are difficult, if not impossible, to analyze through the
      application of any objective criteria. In many instances, it is anticipated
      that
      the historical operations of a specific business opportunity may not necessarily
      be indicative of the potential for the future because of the possible need
      to
      shift marketing approaches substantially, expand significantly, change product
      emphasis, change or substantially augment management, or make other changes.
      We
      will be dependent upon the owners of a business opportunity to identify any
      such
      problems, which may exist, and to implement, or be primarily responsible for
      the
      implementation of, required changes. Because we may participate in a business
      opportunity with a newly organized firm or with a firm, which is entering a
      new
      phase of growth, it should be emphasized that we will incur further risks,
      because management in many instances will not have proved its abilities or
      effectiveness, the eventual market for such company's products or services
      will
      likely not be established, and such company may not be profitable when
      acquired.





It
      is
      anticipated that we will not be able to diversify, but will essentially be
      limited to one such venture because of our limited financing. This lack of
      diversification will not permit us to offset potential losses from one business
      opportunity against profits from another, and should be considered an adverse
      factor affecting any decision to purchase our securities.





It
      is
      emphasized that our management may effect transactions having a potentially
      adverse impact upon our shareholders pursuant to the authority and discretion
      of
      our management to complete acquisitions without submitting any proposal to
      the
      stockholders for their consideration. Holders of our securities should not
      anticipate that we necessarily will furnish such holders, prior to any merger
      or
      acquisition, with financial statements, or any other documentation, concerning
      a
      target company or its business. In some instances, however, the proposed
      participation in a business opportunity may be submitted to the stockholders
      for
      their consideration, either voluntarily by such directors to seek the
      stockholders' advice and consent or because state law so requires.




The
      analysis of business opportunities will be undertaken by or under the
      supervision of our officers, who are not professional business analysts. See
      "Management." Although there are no current plans to do so, our management
      might
      hire an outside consultant to assist in the investigation and selection of
      business opportunities, and might pay a finder's fee. Since our management
      has
      no current plans to use any outside consultants or advisors to assist in the
      investigation and selection of business opportunities, no policies have been
      adopted regarding use of such consultants or advisors, the criteria to be used
      in selecting such consultants or advisors, the services to be provided, the
      term
      of service, or


3


regarding
      the total amount of fees that may be paid. However, because of our limited
      resources, it is likely that any such fee we would agree to pay would be paid
      in
      stock and not in cash. Otherwise, we anticipate that we will consider, among
      other things, the following factors:





·
            Potential
                for growth and profitability, indicated by new technology, anticipated
                market expansion, or new products;





·
            Our
                perception of how any particular business opportunity will be received
                by
                the investment community and by our
                stockholders;





·
            Whether,
                following the business combination, the financial condition of the
                business opportunity would be, or would have a significant prospect
                in the
                foreseeable future of becoming sufficient to enable the securities
                of the
                company to qualify for listing on an exchange or on a national automated
                securities quotation system, such as Nasdaq, so as to permit the
                trading
                of such securities to be exempt from the requirements of Rule 15c2-6
                recently adopted by the Securities and Exchange Commission. See "Risk
                Factors – The Company Regulation of Penny
                Stocks."





·
            Capital
                requirements and anticipated availability of required funds, to be
                provided by the company or from operations, through the sale of additional
                securities, through joint ventures or similar arrangements, or from
                other
                sources;





·
            The
                extent to which the business opportunity can be
                advanced;





·
            Competitive
                position as compared to other companies of similar size and experience
                within the industry segment as well as within the industry as a
                whole;





·
            Strength
                and diversity of existing management, or management prospects that
                are
                scheduled for recruitment;





·
            The
                cost of participation by the company as compared to the perceived
                tangible
                and intangible values and potential;
                and





·
            The
                accessibility of required management expertise, personnel, raw materials,
                services, professional assistance, and other required
                items.





In
      regard
      to the possibility that our shares would qualify for listing on Nasdaq SmallCap,
      the current standards include the requirements that the issuer of the securities
      that are sought to be listed have stockholders’ equity of at least $5 million, a
      market capitalization of at least $50 million or net income of $750,000 in
      its
      latest fiscal year or two of the last three fiscal years. Many, and perhaps
      most, of the business opportunities that might be potential candidates for
      a
      combination with us would not satisfy the Nasdaq listing criteria.





No
      one of
      the factors described above will be controlling in the selection of a business
      opportunity, and management will attempt to analyze all factors appropriate
      to
      each opportunity and make a determination based upon reasonable investigative
      measures and available data. Potentially available business opportunities may
      occur in many different industries and at various stages of


4


development,
      all of which will make the task of comparative investigation and analysis of
      such business opportunities extremely difficult and complex. Potential investors
      must recognize that, because of our limited capital available for investigation
      and management's limited experience in business analysis, we may not discover
      or
      adequately evaluate adverse facts about the opportunity to be
      acquired.





We
      are
      unable to predict when we may participate in a business opportunity. We expect,
      however, that the analysis of specific proposals and the selection of a business
      opportunity may take several months or more.





Prior
      to
      making a decision to participate in a business opportunity, we will generally
      request that we be provided with written materials regarding the business
      opportunity containing such items as a description of products, services and
      company history; management resumes; financial information; available
      projections, with related assumptions upon which they are based; an explanation
      of proprietary products and services; evidence of existing patents, trademarks,
      or services marks, or rights thereto; present and proposed forms of compensation
      to management; a description of transactions between such company and its
      affiliates during relevant periods; a description of present and required
      facilities; an analysis of risks and competitive conditions; a financial plan
      of
      operation and estimated capital requirements; audited financial statements,
      or
      if they are not available, unaudited financial statements, together with
      reasonable assurances that audited financial statements would be able to be
      produced within a reasonable period of time not to exceed 60 days following
      completion of a merger transaction; and other information deemed
      relevant.





As
      part
      of our investigation, our executive officers and directors may meet personally
      with management and key personnel, may visit and inspect material facilities,
      obtain independent analysis or verification of certain information provided,
      check references of management and key personnel, and take other reasonable
      investigative measures, to the extent of the our limited financial resources
      and
      management expertise.





It
      is
      possible that the range of business opportunities that might be available for
      consideration by us could be limited by the impact of Securities and Exchange
      Commission regulations regarding purchase and sale of "penny stocks." The
      regulations would affect, and possibly impair, any market that might develop
      in
      our securities until such time as they qualify for listing on Nasdaq or on
      another exchange which would make them exempt from applicability of the "penny
      stock" regulations. See "Risk Factors – Regulation of Penny
      Stocks."




Our
      management believes that various types of potential merger or acquisition
      candidates might find a business combination with us to be attractive. These
      include acquisition candidates desiring to create a public market for their
      shares in order to enhance liquidity for current shareholders, acquisition
      candidates that have long-term plans for raising capital through the public
      sale
      of securities and believe that the possible prior existence of a public market
      for their securities would be beneficial, and acquisition candidates which
      plan
      to acquire additional assets through issuance of securities rather than for
      cash, and believe that the possibility of development of a public market for
      their securities will be of assistance in that process. Acquisition candidates
      who have a need for an immediate cash infusion are not likely to find a
      potential business combination with our company to be an attractive
      alternative.




5


There
      are
      no loan arrangements or arrangements for any financing whatsoever relating
      to
      any business opportunities.





Form
      of Acquisition





It
      is
      impossible to predict the manner in which we may participate in a business
      opportunity. Specific business opportunities will be reviewed as well as the
      respective needs and desires of our company and the promoters of the opportunity
      and, upon the basis of that review and the relative negotiating strength of
      our
      company and such promoters, the legal structure or method deemed by management
      to be suitable will be selected. Such structure may include, but is not limited
      to leases, purchase and sale agreements, licenses, joint ventures and other
      contractual arrangements. We may act directly or indirectly through an interest
      in a partnership, corporation or other form of organization. Implementing such
      structure may require the merger, consolidation or reorganization of our company
      with other corporations or forms of business organization, and although it
      is
      likely, there is no assurance that our company would be the surviving entity.
      In
      addition, our present management and stockholders most likely will not have
      control of a majority of the voting shares of the company following a
      reorganization transaction. As part of such a transaction, our existing
      directors may resign and new directors may be appointed without any vote by
      stockholders.





It
      is
      likely that our company will acquire its participation in a business opportunity
      through the issuance of Common Stock or other securities of the company.
      Although the terms of any such transaction cannot be predicted, it should be
      noted that in certain circumstances the criteria for determining whether or
      not
      an acquisition is a so-called "tax free" reorganization under the Internal
      Revenue Code of 1986, depends upon the issuance to the stockholders of the
      acquired company of a controlling interest (i.e. 80% or more) of the common
      stock of the combined entities immediately following the reorganization. If
      a
      transaction were structured to take advantage of these provisions rather than
      other "tax free" provisions provided under the Internal Revenue Code, our
      current stockholders would retain in the aggregate 20% or less of the total
      issued and outstanding shares. This could result in substantial additional
      dilution in the equity of those who were stockholders of the company prior
      to
      such reorganization. Any such issuance of additional shares might also be done
      simultaneously with a sale or transfer of shares representing a controlling
      interest in the company by the current officers, directors and principal
      shareholders. (See "Description of Business - General").




It
      is
      anticipated that any new securities issued in any reorganization would be issued
      in reliance upon exemptions, if any are available, from registration under
      applicable federal and state securities laws. In some circumstances, however,
      as
      a negotiated element of the transaction, we may agree to register such
      securities either at the time the transaction is consummated, or under certain
      conditions or at specified times thereafter. The issuance of substantial
      additional securities and their potential sale into any trading market that
      might develop in our securities may have a depressive effect upon such
      market.





We
      will
      participate in a business opportunity only after the negotiation and execution
      of a written agreement. Although the terms of such agreement cannot be
      predicted, generally such an agreement would require specific representations
      and warranties by all of the parties thereto, specify certain events of default,
      detail the terms of closing and the conditions which must be satisfied by each
      of the parties thereto prior to such closing, outline the manner of bearing
      costs if the transaction is not closed, set forth remedies upon default, and
      include miscellaneous other terms.




6


As
      a
      general matter, we anticipate that our company or its officers and principal
      shareholders will enter into a letter of intent with the management, principals
      or owners of a prospective business opportunity prior to signing a binding
      agreement. Such a letter of intent will set forth the terms of the proposed
      acquisition but will not bind any of the parties to consummate the transaction.
      Execution of a letter of intent will by no means indicate that consummation
      of
      an acquisition is probable. Neither our company nor any of the other parties
      to
      the letter of intent will be bound to consummate the acquisition unless and
      until a definitive agreement concerning the acquisition as described in the
      preceding paragraph is executed. Even after a definitive agreement is executed,
      it is possible that the acquisition would not be consummated should any party
      elect to exercise any right provided in the agreement to terminate it on
      specified grounds.





It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial costs for accountants, attorneys and others. If a decision is made
      not to participate in a specific business opportunity, the costs theretofore
      incurred in the related investigation would not be recoverable. Moreover,
      because many providers of goods and services require compensation at the time
      or
      soon after the goods and services are provided, our inability to pay until
      an
      indeterminate future time may make it impossible to procure goods and
      services.





In
      all
      probability, upon completion of an acquisition or merger, there will be a change
      in control through issuance of substantially more shares of common stock.
      Further, in conjunction with an acquisition or merger, it is likely that
      management may offer to sell a controlling interest at a price not relative
      to
      or reflective of any value of the shares sold by management, and at a price
      that
      could not be achieved by individual shareholders at the time.





Investment
      Company Act and Other Regulation





We
      may
      participate in a business opportunity by purchasing, trading or selling the
      securities of such business. We do not, however, intend to engage primarily
      in
      such activities. Specifically, we intend to conduct our activities so as to
      avoid being classified as an "investment company" under the Investment Company
      Act of 1940 (the Investment Act"), and therefore to avoid application of the
      costly and restrictive registration and other provisions of the Investment
      Act,
      and the regulations promulgated there under.





Section
      3(a) of the Investment Act contains the definition of an "investment company,"
      and it excludes any entity that does not engage primarily in the business of
      investing, reinvesting or trading in securities, or that does not engage in
      the
      business of investing, owning, holding or trading "investment securities"
      (defined as "all securities other than government securities or securities
      of
      majority-owned subsidiaries") the value of which exceeds 40% of the value of
      its
      total assets (excluding government securities, cash or cash items). We intend
      to
      implement our business plan in a manner that will result in the availability
      of
      this exception from the definition of "Investment Company." Consequently, our
      participation in a business or opportunity through the purchase and sale of
      investment securities will be limited.




7


Our
      plan
      of business may involve changes in its capital structure, management, control
      and business, especially if we consummate reorganization as discussed above.
      Each of these areas is regulated by the Investment Act, in order to protect
      purchasers of investment company securities. Since we will not register as
      an
      investment company, stockholders will not be afforded these
      protections.





Any
      securities which we might acquire in exchange for our Common Stock are expected
      to be "restricted securities" within the meaning of the Securities Act of 1933,
      as amended (the "Act"). If we elect to resell such securities, such sale cannot
      proceed unless a registration statement has been declared effective by the
      Securities and Exchange Commission or an exemption from registration is
      available. Section 4(1) of the Act, which exempts sales of securities not
      involving a distribution, would in all likelihood be available to permit a
      private sale. Although the plan of operation does not contemplate resale of
      securities acquired, if such a sale were to be necessary, we would be required
      to comply with the provisions of the Act to effect such resale.





An
      acquisition made by us may be in an industry that is regulated or licensed
      by
      federal, state or local authorities. Compliance with such regulations can be
      expected to be a time-consuming and expensive process.





Competition





We
      expect
      to encounter substantial competition in our efforts to locate attractive
      opportunities, primarily from business development companies, venture capital
      partnerships and corporations, venture capital affiliates of large industrial
      and financial companies, small investment companies, and wealthy individuals.
      Many of these entities will have significantly greater experience, resources
      and
      managerial capabilities than our company and will therefore be in a better
      position than us to obtain access to attractive business opportunities. We
      also
      will possibly experience competition from other public "blank check" companies,
      some of which may have more funds available than do we.





No
      Rights of Dissenting Shareholders





We
      do not
      intend to provide our shareholders with complete disclosure documentation
      including audited financial statements, concerning a possible target company
      prior to acquisition, because the Nevada Business Corporation Act vests
      authority in the Board of Directors to decide and approve matters involving
      acquisitions within certain restrictions. Any transaction would be structured
      as
      an acquisition, not a merger, with the Registrant being the parent company
      and
      the acquiree being merged into a wholly owned subsidiary. Therefore, a
      shareholder will have no right of dissent under Nevada law.





No
      Target Candidates for Acquisition





None
      of
      our company's officers, directors, promoters, affiliates, or associates has
      had
      any preliminary contact or discussion with any specific candidate for
      acquisition. There are no present plans, proposals, arrangements, or
      understandings with any representatives of the owners of any business or company
      regarding the possibility of an acquisition transaction.




8


Administrative
      Offices





We
      currently maintain a mailing address at P.O. Box 1990, Rancho Santa Fe,
      California 92067, which is the office address of our chief executive officer.
      Other than this mailing address, we do not currently maintain any other office
      facilities, and do not anticipate the need for maintaining office facilities
      at
      any time in the foreseeable future. We pay no rent or other fees for the use
      of
      this mailing address.





Employees





We
      are a
      development stage company and currently have no employees. Management expects
      to
      use consultants, attorneys and accountants as necessary, and does not anticipate
      a need to engage any full-time employees so long as it is seeking and evaluating
      business opportunities. The need for employees and their availability will
      be
      addressed in connection with the decision whether or not to acquire or
      participate in specific business opportunities. Although there is no current
      plan with respect to its nature or amount, remuneration may be paid to or
      accrued for the benefit of our officers prior to, or in conjunction with, the
      completion of a business acquisition for services actually rendered. See
      "Executive Compensation" and under "Certain Relationships and Related
      Transactions."





**ITEM
              1A.**
            **RISK
                FACTORS.**





1.  Conflicts
      of Interest .
      Certain
      conflicts of interest may exist between the company and its officers and
      directors. They have other business interests to which they devote their
      attention and may be expected to continue to do so, although management time
      should be devoted to the business of the company. As a result, conflicts of
      interest may arise that can be resolved only through exercise of such judgment
      as is consistent with fiduciary duties to the company. See "Management," and
      "Conflicts of Interest."





It
      is
      anticipated that our officers and directors may actively negotiate or otherwise
      consent to the purchase of a portion of their common stock as a condition to,
      or
      in connection with, a proposed merger or acquisition transaction. In this
      process, our officers may consider their own personal pecuniary benefit rather
      than the best interests of other company shareholders, and the other company
      shareholders are not expected to be afforded the opportunity to approve or
      consent to any particular stock buy-out transaction. See "Conflicts of
      Interest."





2.  Need
      For Additional Financing .
      We have
      very limited funds, and such funds may not be adequate to take advantage of
      any
      available business opportunities. Even if our funds prove to be sufficient
      to
      acquire an interest in, or complete a transaction with, a business opportunity,
      we may not have enough capital to exploit the opportunity. The ultimate success
      of the company may depend upon its ability to raise additional capital. We
      have
      not investigated the availability, source, or terms that might govern the
      acquisition of additional capital and will not do so until it determines a
      need
      for additional financing. If additional capital is needed, there is no assurance
      that funds will be available from any source or, if available, that they can
      be
      obtained on terms acceptable to us. If not available, our operations will be
      limited to those that can be financed with its modest capital.




9


3.  Regulation
      of Penny Stocks .
      Our
      securities, when available for trading, will be subject to a Securities and
      Exchange Commission rule that imposes special sales practice requirements upon
      broker-dealers who sell such securities to persons other than established
      customers or accredited investors. For purposes of the rule, the phrase
      "accredited investors" means, in general terms, institutions with assets in
      excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
      or having an annual income that exceeds $200,000 (or that, when combined with
      a
      spouse's income, exceeds $300,000). For transactions covered by the rule, the
      broker-dealer must make a special suitability determination for the purchaser
      and receive the purchaser's written agreement to the transaction prior to the
      sale. Consequently, the rule may affect the ability of broker-dealers to sell
      the company's securities and also may affect the ability of purchasers in this
      offering to sell their securities in any market that might develop
      therefore.





In
      addition, the Securities and Exchange Commission has adopted a number of rules
      to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
      15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange
      Act
      of 1934, as amended. Because our securities may constitute "penny stocks" within
      the meaning of the rules, the rules would apply to our company and to its
      securities. The rules may further affect the ability of owners of shares to
      sell
      the securities of the company in any market that might develop for
      them.





Shareholders
      should be aware that, according to Securities and Exchange Commission, the
      market for penny stocks has suffered in recent years from patterns of fraud
      and
      abuse. Such patterns include (i) control of the market for the security by
      one
      or a few broker-dealers that are often related to the promoter or issuer; (ii)
      manipulation of prices through prearranged matching of purchases and sales
      and
      false and misleading press releases; (iii) "boiler room" practices involving
      high-pressure sales tactics and unrealistic price projections by inexperienced
      sales persons; (iv) excessive and undisclosed bid-ask differentials and markups
      by selling broker-dealers; and (v) the wholesale dumping of the same securities
      by promoters and broker-dealers after prices have been manipulated to a desired
      level, along with the resulting inevitable collapse of those prices and with
      consequent investor losses. Our management is aware of the abuses that have
      occurred historically in the penny stock market. Although we do not expect
      to be
      in a position to dictate the behavior of the market or of broker-dealers who
      participate in the market, management will strive within the confines of
      practical limitations to prevent the described patterns from being established
      with respect to the company's securities.





4.  Lack
      of Operating History .
      Radale
      Imports, Inc. was formed in August 1995 for the purpose of conducting an
      import-export business between India and the U.S. in the automotive afterparts
      and accessory markets. Due to the death of Raj Pujara in 1998, our vice
      president who had extensive contacts in India and the U.S. in the automotive
      industry, we abandoned our initial business plan and decided to seek a new
      opportunity. Due to the special risks inherent in the investigation,
      acquisition, or involvement in a new business opportunity, our company must
      be
      regarded as a new or start-up venture with all of the unforeseen costs,
      expenses, problems, and difficulties to which such ventures are
      subject.





5.  No
      Assurance of Success or Profitability .
      There
      is no assurance that we will acquire a favorable business opportunity. Even
      if
      we should become involved in a business opportunity, there is no assurance
      that
      it will generate revenues or profits, or that the market price of our common
      stock will be increased thereby.




10


6.  Possible
      Business - Not Identified and Highly Risky .
      We have
      not identified and have no commitments to enter into or acquire a specific
      business opportunity and therefore can disclose the risks and hazards of a
      business or opportunity that it may enter into in only a general manner, and
      cannot disclose the risks and hazards of any specific business or opportunity
      that it may enter into. An investor can expect a potential business opportunity
      to be quite risky. Our acquisition of or participation in a business opportunity
      will likely be highly illiquid and could result in a total loss to our company
      and its stockholders if the business or opportunity proves to be unsuccessful.
      See Item 1, "Description of Business."





7.  Type
      of Business Acquired .
      The
      type of business to be acquired may be one that desires to avoid effecting
      its
      own public offering and the accompanying expense, delays, uncertainties, and
      federal and state requirements which purport to protect investors. Because
      of
      our limited capital, it is more likely than not that any acquisition by us
      will
      involve other parties whose primary interest is the acquisition of control
      of a
      publicly traded company. Moreover, any business opportunity acquired may be
      currently unprofitable or present other negative factors.





8.  Impracticability
      of Exhaustive Investigation .
      Our
      limited funds and the lack of full-time management will likely make it
      impracticable to conduct a complete and exhaustive investigation and analysis
      of
      a business opportunity before we commit our capital or other resources thereto.
      Management decisions, therefore, will likely be made without detailed
      feasibility studies, independent analysis, market surveys and the like which,
      if
      we had more funds available to us, would be desirable. We will be particularly
      dependent in making decisions upon information provided by the promoter, owner,
      sponsor, or others associated with the business opportunity seeking our
      participation. A significant portion of our available funds may be expended
      for
      investigative expenses and other expenses related to preliminary aspects of
      completing an acquisition transaction, whether or not any business opportunity
      investigated is eventually acquired.





9.  Lack
      of Diversification .
      Because
      of the limited financial resources that we have, it is unlikely that we will
      be
      able to diversify our acquisitions or operations. Our probable inability to
      diversify our activities into more than one area will subject us to economic
      fluctuations within a particular business or industry and therefore increase
      the
      risks associated with our operations.





10.  Reliance
      upon Financial Statements .
      We
      generally will require audited financial statements from companies that we
      propose to acquire. Given cases where audited financials are available, we
      will
      have to rely upon interim period unaudited information received from target
      companies' management that has not been verified by outside auditors. The lack
      of the type of independent verification which audited financial statements
      would
      provide increases the risk that our company, in evaluating an acquisition with
      such a target company, will not have the benefit of full and accurate
      information about the financial condition and recent interim operating history
      of the target company. This risk increases the prospect that the acquisition
      of
      such a company might prove to be an unfavorable one for the Company or the
      holders of our securities.





Moreover,
      we will be subject to the reporting provisions of the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act"), and thus will be required to furnish
      certain information about significant acquisitions, including audited financial
      statements for any business that it acquires. Consequently, acquisition
      prospects that do not have, or are unable to provide reasonable assurances
      that


11


they
      will
      be able to obtain, the required audited statements would not be considered
      by us
      to be appropriate for acquisition so long as the reporting requirements of
      the
      Exchange Act are applicable. Should our company, during the time it remains
      subject to the reporting provisions of the Exchange Act, complete an acquisition
      of an entity for which audited financial statements prove to be unobtainable,
      we
      would be exposed to enforcement actions by the Securities and Exchange
      Commission (the "Commission") and to corresponding administrative sanctions,
      including permanent injunctions against the Company and its management. The
      legal and other costs of defending a Commission enforcement action would have
      material, adverse consequences for our company and its business. The imposition
      of administrative sanctions would subject our company to further adverse
      consequences.





In
      addition, the lack of audited financial statements would prevent our securities
      from becoming eligible for listing on Nasdaq, or on any existing stock exchange.
      Moreover, the lack of such financial statements is likely to discourage
      broker-dealers from becoming or continuing to serve as market makers in the
      securities of our company. Without audited financial statements, we would almost
      certainly be unable to offer securities under a registration statement pursuant
      to the Securities Act of 1933, and the ability of the Company to raise capital
      would be significantly limited until such financial statements were to become
      available.





11.  Other
      Regulation .
      An
      acquisition made by our company may be of a business that is subject to
      regulation or licensing by federal, state, or local authorities. Compliance
      with
      such regulations and licensing can be expected to be a time-consuming, expensive
      process and may limit other investment opportunities of our
      company.





12.  Dependence
      upon Management; Limited Participation of Management .
      We
      currently have only two individuals who are serving as our officers and
      directors on a part time basis. We will be heavily dependent upon their skills,
      talents, and abilities to implement our business plan, and may, from time to
      time, find that the inability of the officers and directors to devote their
      full
      time attention to the business of the company results in a delay in progress
      toward implementing our business plan. See "Management." Because investors
      will
      not be able to evaluate the merits of possible business acquisitions by the
      company, they should critically assess the information concerning the company's
      officers and directors.





13.  Lack
      of Continuity in Management .
      The
      Company does not have an employment agreement with its officers and directors,
      and as a result, there is no assurance they will continue to manage the company
      in the future. In connection with the acquisition of a business opportunity,
      it
      is likely the current officers and directors of the company may resign subject
      to compliance with Section 14f of the Securities Exchange Act of 1934. A
      decision to resign will be based upon the identity of the business opportunity
      and the nature of the transaction, and is likely to occur without the vote
      or
      consent of the stockholders of the company.





14.  Indemnification
      of Officers and Directors .
      Nevada
      statutes provide for the indemnification of its directors, officers, employees,
      and agents, under certain circumstances, against attorney's fees and other
      expenses incurred by them in any litigation to which they become a party arising
      from their association with or activities on behalf of the company. The company
      will also bear the expenses of such litigation for any of its directors,
      officers, employees, or agents, upon such person's promise to repay the company
      therefore if it is ultimately determined that any such person shall not have


12


been
      entitled to indemnification. This indemnification policy could result in
      substantial expenditures by the company which it will be unable to
      recoup.





15.  Director's
      Liability Limited .
      Nevada
      Statutes exclude personal liability of its directors to the company and its
      stockholders for monetary damages for breach of fiduciary duty except in certain
      specified circumstances. Accordingly, the company will have a much more limited
      right of action against its directors than otherwise would be the case. This
      provision does not affect the liability of any director under federal or
      applicable state securities laws.





16.  Dependence
      upon Outside Advisors .
      To
      supplement the business experience of its officers and directors, the company
      may be required to employ accountants, technical experts, appraisers, attorneys,
      or other consultants or advisors. The selection of any such advisors will be
      made by the company's president without any input from stockholders.
      Furthermore, it is anticipated that such persons may be engaged on an "as
      needed" basis without a continuing fiduciary or other obligation to the company.
      In the event the president of the company considers it necessary to hire outside
      advisors, he may elect to hire persons who are affiliates, if they are able
      to
      provide the required services.





17.  Leveraged
      Transactions .
      There
      is a possibility that any acquisition of a business opportunity by the company
      may be leveraged, i.e., the company may finance the acquisition of the business
      opportunity by borrowing against the assets of the business opportunity to
      be
      acquired, or against the projected future revenues or profits of the business
      opportunity. This could increase the company's exposure to larger losses. A
      business opportunity acquired through a leveraged transaction is profitable
      only
      if it generates enough revenues to cover the related debt and expenses. Failure
      to make payments on the debt incurred to purchase the business opportunity
      could
      result in the loss of a portion or all of the assets acquired. There is no
      assurance that any business opportunity acquired through a leveraged transaction
      will generate sufficient revenues to cover the related debt and
      expenses.





18.  Competition .
      The
      search for potentially profitable business opportunities is intensely
      competitive. We expect to be at a disadvantage when competing with many firms
      that have substantially greater financial and management resources and
      capabilities than we do. These competitive conditions will exist in any industry
      in which the company may become interested.





19.  No
      Foreseeable Dividends .
      We have
      not paid dividends on our common stock and do not anticipate paying such
      dividends in the foreseeable future.





20.  Loss
      of Control by Present Management and Stockholders .
      We may
      consider an acquisition in which we would issue as consideration for the
      business opportunity to be acquired an amount of our authorized but unissued
      common stock that would, upon issuance, represent the great majority of the
      voting power and equity of the company. The result of such an acquisition would
      be that the acquired company's stockholders and management would control the
      resultant company, and our company's management could be replaced by persons
      unknown at this time. Such a merger would result in a greatly reduced percentage
      of ownership of the company by our current shareholders. In addition, our major
      shareholders could sell control blocks of stock at a premium price to the
      acquired company's stockholders.




13


21.  No
      Public Market Exists .
      There
      is no public market for our common stock, and no assurance can be given that
      a
      market will develop or that a shareholder ever will be able to liquidate his
      investment without considerable delay, if at all. If a market should develop,
      the price may be highly volatile. Factors such as those discussed in this "Risk
      Factors" section may have a significant impact upon the market price of the
      securities offered hereby. Owing to the low price of the securities, many
      brokerage firms may not be willing to effect transactions in the securities.
      Even if a purchaser finds a broker willing to effect a transaction in these
      securities, the combination of brokerage commissions, state transfer taxes,
      if
      any, and any other selling costs may exceed the selling price. Further, many
      lending institutions will not permit the use of such securities as collateral
      for any loans.





22.  Rule
      144 Sales .
      Of the
      2,138,150 shares of our common stock outstanding, 935,000 shares are “restricted
      securities" within the meaning of Rule 144 under the Securities Act of 1933,
      as
      amended. As restricted shares, these shares may be resold only pursuant to
      an
      effective registration statement or under the requirements of Rule 144 or other
      applicable exemptions from registration under the Act and as required under
      applicable state securities laws. Rule 144 provides in essence that a person
      who
      has held restricted securities for one year may, under certain conditions,
      sell
      every three months, in brokerage transactions, a number of shares that does
      not
      exceed the greater of 1.0% of a company's outstanding common stock or the
      average weekly trading volume during the four calendar weeks prior to the sale.
      There is no limit on the amount of restricted securities that may be sold by
      a
      nonaffiliate after the restricted securities have been held by the owner for
      a
      period of two years. Nonaffiliated shareholders who have held their shares
      under
      Rule 144(K) for two years are eligible to have freely tradable shares. A sale
      under Rule 144 or under any other exemption from the Act, if available, or
      pursuant to subsequent registration of shares of common stock of present
      stockholders, may have a depressive effect upon the price of the common stock
      in
      any market that may develop. All shares become available for resale (subject
      to
      volume limitations for affiliates) under Rule 144, one year after date of
      purchase subject to applicable volume restrictions under the Rule.





23.  Blue
      Sky Considerations .
      Because
      the securities registered hereunder have not been registered for resale under
      the blue sky laws of any state, the holders of such shares and persons who
      desire to purchase them in any trading market that might develop in the future,
      should be aware that there may be significant state blue-sky law restrictions
      upon the ability of investors to sell the securities and of purchasers to
      purchase the securities. Some jurisdictions may not under any circumstances
      allow the trading or resale of blind-pool or "blank-check" securities.
      Accordingly, investors should consider the secondary market for the company's
      securities to be a limited one.





24.  Blue
      Sky Restrictions .
      Many
      states have enacted statutes or rules which restrict or prohibit the sale of
      securities of "blank check" companies to residents so long as they remain
      without specific business companies. To the extent any current shareholders
      or
      subsequent purchaser from a shareholder may reside in a state which restricts
      or
      prohibits resale of shares in a "blank check" company, warning is hereby given
      that the shares may be "restricted" from resale as long as the company is a
      shell company.





In
      the
      event of a violation of state laws regarding resale of "blank check" shares
      the
      company could be liable for civil and criminal penalties which would be a
      substantial impairment to the Company.




14


**ITEM
              2.**
            **PROPERTIES.**





The
      Company has no property. We do not currently maintain an office or any other
      facilities. We currently maintain a mailing address at P.O. Box 1990, Rancho
      Santa Fe, California 92067. We pay no rent for the use of this mailing address.
      We do not believe that we will need to maintain an office at any time in the
      foreseeable future in order to carry out our plan of operations described
      herein.





**ITEM
              3.**
            **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.





**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS.**





There
      were no matters submitted, during the fourth quarter of the fiscal year covered
      by this report, to a vote of security holders of our company through the
      solicitation of proxies or otherwise.





**PART
      II**





**ITEM
              5.**
            **MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
                OF
                EQUITY SECURITIES.**





Market
      Information .
      Radale
      Imports’ shares of common stock have never traded on the OTC Bulletin Board or
      in the "Pink Sheets". There have never been any quotes for the
      shares.





Holders .
      There
      are approximately 61 holders of record of our common stock. There are no shares
      of our preferred stock outstanding.





Dividends .
      No cash
      dividends have been declared on the common stock. There are no restrictions
      that
      limit the ability of the company to pay dividends on the common stock or that
      are likely to do so in the future.





Recent
      Sales of Unregistered Securities .
      There
      have been no securities sold by the registrant within the past three
      years.





**ITEM
              7.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS.**





*The
      following discussion and analysis should be read in conjunction with the
      financial statements and the accompanying notes thereto and is qualified in
      its
      entirety by the foregoing and by more detailed financial information appearing
      elsewhere. See "Financial Statements."*





**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.


15


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.





We
      are in
      the development stage and, since inception, have experienced significant
      liquidity problems and have no capital resources or stockholders’ equity. We
      have current assets in the form of cash of only $57, total assets of $57 and
      current liabilities of $1,450,070.





We
      propose to carry out our plan of business as discussed above. We cannot predict
      to what extent its 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, and
      may
      continue to operate at a loss after completing a business combination, depending
      upon the performance of the acquired business.





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.





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.





**Off-Balance
      Sheet Arrangements**





Our
      company has not entered into any transaction, agreement or other contractual
      arrangement with an entity unconsolidated with us under which we have





·
            an
                obligation under a guarantee
                contract,


16


·
            a
                retained or contingent interest in assets transferred to the
                unconsolidated entity or similar arrangement that serves as credit,
                liquidity or market risk support to such entity for such
                assets,


·
            an
                obligation, including a contingent obligation, under a contract that
                would
                be accounted for as a derivative instrument,
                or


·
            an
                obligation, including a contingent obligation, arising out of a variable
                interest in an unconsolidated entity that is held by, and material
                to, us
                where such entity provides financing, liquidity, market risk or credit
                risk support to, or engages in leasing, hedging, or research and
                development services with, us.




**ITEM
              8.**
            **FINANCIAL
                STATEMENTS.**





**Page**Report
                of Independent Registered Public Accounting Firm July 3,
                2008
            18Balance
                Sheet March 31, 2008
            19Statements
                of Operations for the years ended March 31, 2008 and 2007 and for
                the
                period from August 18, 1995 (date of inception) through March 31,
                2008
            20Statement
                of Stockholders’ Deficiency for the period from August 18, 1995 (date of
                inception) through March 31, 2008
            21Statements
                of Cash Flows for the years ended March 31, 2008 and 2007 and for
                the
                period from August 18, 1995 (date of inception) through March 31,
                2008
            23Notes
                to Financial Statements
            24




17


REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Board
        of
        Directors and Stockholders
 Radale
        Imports, Inc.
 
 We
        have
        audited the accompanying balance sheet of Radale Imports, Inc. (A Development
        Stage Company) as of March 31, 2008, and the related statements of operations,
        stockholders’ deficiency and cash flows for the years ended March 31, 2008 and
        2007 and for the period from April 1, 2004 to March 31, 2008. These financial
        statements are the responsibility of the Company's management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audits.
 
 We
        have
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. The Company is not
        required to have, nor were we engaged to perform, an audit of its internal
        controls over financial reporting. Our audits included consideration of internal
        controls over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstance, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Company’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit includes examining,
        on a test basis, evidence supporting the amounts and disclosures in the
        financial statements. An audit also includes assessing the accounting principles
        used and significant estimates made by management, as well as evaluating
        the
        overall financial statement presentation. We believe that our audits provide
        a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Radale Imports, Inc. (A Development
        Stage Company) as of March 31, 2008, and the results of its operations and
        cash
        flows for the years ended March 31, 2008 and 2007 and for the period from
        April
        1, 2004 to March 31, 2008, in conformity with accounting principles generally
        accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2, the Company has
        incurred recurring operating losses, has a working capital deficiency and
        a
        stockholders’ deficiency. These conditions raise substantial doubt about the
        Company’s ability to continue as a going concern. Management’s plans in regard
        to this matter are also described in Note 2. The financial statements do
        not
        include any adjustments that may result from the outcome of this
        uncertainty.
 
 */s/
                  PKF*July
                  3, 2008
              PKFSan
                  Diego, California
              Certified
                  Public AccountantsA
                  Professional Corporation
 
 18
 
 **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **BALANCE
        SHEET**
 **MARCH
        31, 2008**
 
 **ASSETS**Current
                  assets - cash
              
              $
              57Related
                  party receivables, net of reserve for doubtful accounts of
                  $227,286
              
              
              -Total
                  assets
              
              $
              57**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY**Current
                  liabilities:Borrowings
                  under lines of credit
              
              $
              31,282Accounts
                  payable
              
              
              50,081Related
                  party payables
              
              
              1,368,707Total
                  liabilities
              
              
              1,450,070CommitmentStockholders'
                  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
              
              
              2,138Additional
                  paid-in capital
              
              
              168,853Deficit
                  accumulated during the development stage
              
              
              (1,621,004
              )Total
                  stockholders' deficiency
              
              
              (1,450,013
              )Total
                  liabilities and stockholders' deficiency
              
              $
              57
 
 See
        Notes
        to Financial Statements.
 19
  **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **STATEMENTS
        OF OPERATIONS**
 **FOR
        THE YEARS ENDED MARCH 31, 2008 AND 2007 AND**
 **THE
        PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION)**
 **THROUGH
        MARCH 31, 2008**
 
 Cumulativefrom**2008**
              
              2007
              
              InceptionOperating
                  expenses:General
                  and administrative
              
              **$**
              **41,323**
              
              $
              43,511
              
              $
              886,676Depreciation
                  and amortization
              
              
              **-**
              
              
              -
              
              
              7,698Totals
              
              
              **41,323**
              
              
              43,511
              
              
              894,374Loss
                  from operations
              
              
              **(41,323**
              **)**
              
              (43,511
              )
              
              (894,374
              )Other
                  (income) expense:Interest
                  income
              
              
              **-**
              
              
              -
              
              
              (50,836
              )Interest
                  expense
              
              
              **129,262**
              
              
              113,379
              
              
              777,466Totals
              
              
              **129,262**
              
              
              113,379
              
              
              726,630Net
                  loss
              
              **$**
              **(170,585**
              **)**
              $
              (156,890
              )
              $
              (1,621,004
              )Net
                  loss per common share - basic
              
              **$**
              **(.08**
              **)**
              $
              (.07
              )Basic
                  weighted average number of common shares
              
              
              **2,138,150**
              
              
              2,138,150
  See
        Notes
        to Financial Statements.
 20
  **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **STATEMENT
        OF STOCKHOLDERS' DEFICIENCY**
 **FOR
        THE PERIOD FROM AUGUST 18, 1995**
 **(DATE
        OF INCEPTION) THROUGH MARCH 31, 2008**
 
 DeficitAccumulatedAdditional
              
              During
                  the
              
              TotalCommon
                  Stock
              
              Paid-In
              
              Development
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Stage
              
              DeficiencyCommon
                  stock issued
              
              
              1,575,000
              
              $
              1,575
              
              $
              28,425
              
              
              
              
              $
              30,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              $
              (128,126
              )
              
              (128,126
              )Balance,
                  March 31, 1996
              
              
              1,575,000
              
              
              1,575
              
              
              28,425
              
              
              (128,126
              )
              
              (98,126
              )Common
                  stock issued for services
              
              
              325,027
              
              
              325
              
              
              5,866
              
              
              
              
              
              6,191Common
                  stock issued, net of related issuance costs
              
              
              20,000
              
              
              20
              
              
              17,980
              
              
              
              
              
              18,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (84,233
              )
              
              (84,233
              )Balance,
                  March 31, 1997
              
              
              1,920,027
              
              
              1,920
              
              
              52,271
              
              
              (212,359
              )
              
              (158,168
              )Common
                  stock issued
              
              
              54,123
              
              
              54
              
              
              72,746
              
              
              
              
              
              72,800Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (118,395
              )
              
              (118,395
              )Balance,
                  March 31, 1998
              
              
              1,974,150
              
              
              1,974
              
              
              125,017
              
              
              (330,754
              )
              
              (203,763
              )Common
                  stock issued
              
              
              29,000
              
              
              29
              
              
              28,971
              
              
              
              
              
              29,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (70,572
              )
              
              (70,572
              )Balance,
                  March 31, 1999
              
              
              2,003,150
              
              
              2,003
              
              
              153,988
              
              
              (401,326
              )
              
              (245,335
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (30,180
              )
              
              (30,180
              )Balance,
                  March 31, 2000
              
              
              2,003,150
              
              
              2,003
              
              
              153,988
              
              
              (431,506
              )
              
              (275,515
              )Common
                  stock issued for services
              
              
              10,000
              
              
              10
              
              
              9,990
              
              
              
              
              
              10,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (316,324
              )
              
              (316,324
              )Balance,
                  March 31, 2001
              
              
              2,013,150
              
              
              2,013
              
              
              163,978
              
              
              (747,830
              )
              
              (581,839
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (100,323
              )
              
              (100,323
              )Balance,
                  March 31, 2002
              
              
              2,013,150
              
              
              2,013
              
              
              163,978
              
              
              (848,153
              )
              
              (682,162
              )
 
 21
 **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **STATEMENT
        OF STOCKHOLDERS' DEFICIENCY (CONCLUDED)**
 **FOR
        THE PERIOD FROM AUGUST 18, 1995**
 **(DATE
        OF INCEPTION) THROUGH MARCH 31, 2008**
 
 DeficitAccumulatedAdditional
              
              During
                  the
              
              TotalCommon
                  Stock
              
              Paid-In
              
              Development
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Stage
              
              DeficiencyBalance,
                  March 31, 2002
              
              
              2,013,150
              
              $
              2,013
              
              $
              163,978
              
              $
              (848,153
              )
              $
              (682,162
              )Common
                  stock issued for services
              
              
              125,000
              
              
              125
              
              
              4,875
              
              
              
              
              
              5,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (82,680
              )
              
              (82,680
              )Balance,
                  March 31, 2003
              
              
              2,138,150
              
              
              2,138
              
              
              168,853
              
              
              (930,833
              )
              
              (759,842
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (96,449
              )
              
              (96,449
              )Balance,
                  March 31, 2004
              
              
              2,138,150
              
              
              2,138
              
              
              168,853
              
              
              (1,027,282
              )
              
              (856,291
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (122,188
              )
              
              (122,188
              )Balance,
                  March 31, 2005
              
              
              2,138,150
              
              
              2,138
              
              
              168,853
              
              
              (1,149,470
              )
              
              (978,479
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (144,059
              )
              
              (144,059
              )Balance,
                  March 31, 2006
              
              
              2,138,150
              
              $
              2,138
              
              $
              168,853
              
              $
              (1,293,529
              )
              $
              (1,122,538
              )Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (156,890
              )
              
              (156,890
              )Balance,
                  March 31, 2007
              
              
              2,138,150
              
              $
              2,138
              
              $
              168,853
              
              $
              (1,450,419
              )
              $
              (1,279,428
              )**Net
                  loss**
              
              
              
              
              
              
              
              
              
              
              
              **(170,585**
              **)**
              
              **(170,585**
              **)****Balance,
                  March 31, 2008**
              
              
              **2,138,150**
              
              **$**
              **2,138**
              
              **$**
              **168,853**
              
              **$**
              **(1,621,004**
              **)**
              **$**
              **(1,450,013**
              **)**
  See
        Notes
        to Financial Statements.
 22
  **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **STATEMENTS
        OF CASH FLOWS**
 **FOR
        THE YEARS ENDED MARCH 31, 2008 AND 2007 AND**
 **THE
        PERIOD FROM AUGUST 18, 1995**
 **(DATE
        OF INCEPTION) THROUGH MARCH 31, 2008**
 
 Cumulativefrom**2008**
              
              2007
              
              InceptionOperating
                  activities:Net
                  loss
              
              **$**
              **(170,585**
              **)**
              $
              (156,890
              )
              $
              (1,621,004
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Provision
                  for related party receivables including accrued interest
              
              
              
              
              
              
              
              
              227,286Depreciation
                  and amortization
              
              
              
              
              
              
              
              
              7,698Common
                  stock issued for services
              
              
              
              
              
              
              
              
              21,191Changes
                  in operating assets and liabilities:Interest
                  receivable from related parties
              
              
              
              
              
              
              
              
              (50,836
              )Other
                  assets
              
              
              
              
              
              
              
              
              (1,105
              )Accounts
                  payable
              
              
              **3,455**
              
              
              5,422
              
              
              50,081Interest
                  payable to related parties
              
              
              **125,201**
              
              
              108,880
              
              
              750,902Net
                  cash used in operating activities
              
              
              **(41,929**
              **)**
              
              (42,588
              )
              
              (615,787
              )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:Net
                  proceeds from loans payable to related party
              
              
              **42,220**
              
              
              42,600
              
              
              617,806Net
                  proceeds from (repayments on) lines of credit
              
              
              **(365**
              **)**
              
              91
              
              
              31,281Proceeds
                  from issuance of common stock
              
              
              
              
              
              
              
              
              149,800Net
                  cash provided by financing activities
              
              
              **41,855**
              
              
              42,691
              
              
              798,887Net
                  (decrease) increase in cash
              
              
              **(74**
              **)**
              
              103
              
              
              57Cash,
                  beginning of period
              
              
              **131**
              
              
              28
              
              
              -Cash,
                  end of period
              
              **$**
              **57**
              
              $
              131
              
              $
              57Supplemental
                  disclosure of cash flow data:Interest
                  paid
              
              $
              
              
              $
              
              
              $
              12,818
 
 See
        Notes
        to Financial Statements.
 23
  **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **Note
        1 - Business organization and policies:**
 **Organization:**
 Radale
        Imports, Inc. (the "Company") was incorporated on August 18, 1995 for the
        purpose of importing automotive parts and accessories from India. The Company
        is
        a development stage business.
 
 **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.
 
 **Property
        and equipment:**
 Property
        and equipment is stated at cost, net of accumulated depreciation of $7,698.
        Depreciation of property and equipment is provided using the straight-line
        method over estimated useful lives ranging from five to seven years. All
        property and equipment has been fully depreciated.
 
 **Income
        taxes:**
 The
        Company accounts for income taxes pursuant to the asset and liability method
        which requires deferred income tax assets and liabilities to be computed
        for
        temporary differences between the financial statement and tax bases of assets
        and liabilities that will result in taxable or deductible amounts in the
        future
        based on enacted laws and rates applicable to the periods in which the temporary
        differences are expected to affect taxable income. Valuation allowances are
        established when necessary to reduce deferred tax assets to the amounts expected
        to be realized. The income tax provision is the tax payable or refundable
        for
        the period plus or minus the change during the period in deferred tax assets
        and
        liabilities.
 
 **Earnings
        (loss) per share:**
 The
        Company has adopted 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 no potentially dilutive common shares outstanding for the years ended
        March
        31, 2008 or 2007.
 
 **Concentration
        risk:**
 The
        Company had three vendors which composed approximately 84% of its accounts
        payable balance at March
        31,
        2008 .
  24
 **RADALE
        IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **Note
        2 - 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 March 31, 2008, the Company has an accumulated
        deficit
        of $1,621,004 and a stockholders' and working capital deficiency of $1,450,013.
        Management plans to obtain the additional funds to enable the Company to
        continue as a going concern through the sale of equity securities to private
        investors pursuant to a private placement memorandum. 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
        3 - Changes in authorized shares and stock split:**
 At
        the
        date of inception, 1,575,000 shares of common stock were issued to the founders
        of the Company at $.02 per share. During the fiscal year 1997, an additional
        325,027 shares of common stock were issued at approximately $.02 per share
        for
        services.
 
 On
        March
        30, 1996, the amount of shares authorized by the Articles of Incorporation
        was
        increased by the Board of Directors from 50,000 to 40,000,000 shares and
        preferred stock from 10,000 to 10,000,000 shares.
 
 On
        March
        30, 1996, the Board of Directors declared a 52.5:1 stock split to be effective
        upon the filing of its amended Articles of Incorporation (January 21, 1998).
 
 On
        May
        19, 1996 and June 20, 1996, the Board of Directors also declared that the
        shares
        outstanding as of these dates should be included in the split.
 
 All
        per
        share disclosures have been retroactively restated to show the effects of
        these
        capital changes.
 
 During
        fiscal year 1997, 20,000 shares of common stock were issued at $1.00 per
        share
        after the stock split. A finder's fee of $2,000 was deducted from additional
        paid-in capital as related issuance costs.
  25
 
  **RADALE
          IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **Note
        3 - Changes in authorized shares and stock split
        (concluded):**
 During
        the fiscal year 1998, an additional 14,123 shares of common stock were issued
        at
        $2.00 per share, 5,000 shares were issued at $1.80 per share, 10,000 shares
        were
        issued at $1.25 per share, 15,000 shares were issued at $1.00 per share,
        and
        10,000 shares were issued at $.80 per share.
 
 During
        the fiscal year 1999, 29,000 shares of common stock were issued at $1.00
        per
        share.
 
 During
        the fiscal year 2001, 10,000 shares of common stock were issued for services
        at
        $1.00 per share.
 
 During
        the fiscal year 2002, no common stock was issued.
 
 During
        the fiscal year 2003, 125,000 shares of common stock were issued for services
        at
        $0.04 per share.
 
 During
        the fiscal years 2004 through 2008, no common stock was issued.
  **Note
        4 – Lines of Credit**
 The
        Company has two lines of credit with two separate institutions. The first
        line
        of credit has a balance owing of $11,282 at March
        31,
        2008 ,
        bearing
        interest at 13.00%. The second line of credit has a balance owing of $20,000
        at
        each of the fiscal years ended March
        31,
        2008 and
        2007. The line has a total available line of credit of $20,000 and bears
        interest at 13%.
  **Note
        5 - Related party receivables, net:**
 Related
        party receivables of $227,286 as of March 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.
        The
        debtors pledged their stock to the principal stockholder as consideration
        for
        the guarantee. Currently, the Company has not commenced collection of the
        receivables. The total receivables including accrued interest were fully
        reserved through a provision charged to operations in the year ended March
        31,
        2001. Because of the uncertainty about the collectability of the receivables,
        no
        interest income has been accrued since that date.
  26
 
  **RADALE
          IMPORTS, INC.**
 **(A
        Development Stage Company)**
 
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **Note
        6 - Related party payables:**
 Related
        party payables as of March 31, 2008 totaled $1,368,707, which includes notes
        payable of $617,805 and accrued interest of $750,902. The notes bear interest
        with rates ranging from 5% to 10% and are currently in default.
 
 **Note
        7 - Income taxes:**
 At
        March
        31, 2008, the Company had net operating loss carry forwards available to
        reduce
        future taxable income, if any, of approximately $807,000 for Federal income
        tax
        purposes. The Federal net operating loss carry forwards begin to expire in
        2012.
        California net operating losses of approximately $692,000 expire in various
        years beginning in 2008. Pursuant to Internal Revenue Code Section 382, use
        of
        the Company's net operating loss carry forwards may be limited if a cumulative
        change in ownership of more than 50% occurs within a three-year
        period.
 
 Temporary
        differences between the carrying amounts of assets for financial reporting
        purposes and the amounts used for income tax purposes and net operating loss
        carry forwards give rise to the Company's deferred income taxes. The components
        of the Company's deferred tax assets as of March 31, 2008 are as
        follows:
 
 2008Net
                  operating loss carry forwards
              
              $
              315,000Startup
                  Costs
              
              
              228,000Allowance
                  for doubtful accounts
              
              
              -543,000Valuation
                  allowance
              
              
              (543,000
              )Total
              
              $
              -
  A
        valuation allowance has been recorded against the deferred tax assets, as
        the
        ultimate realization of these assets is considered unlikely.
 
 The
        expected income tax benefit, computed based on the Company's pre-tax losses
        in
        2008 and 2007, to the statutory income tax rate is reconciled to the actual
        tax
        provision as follows:
 
 2008
              
              2007Expected
                  tax benefit at statutory Federal rate
              
              $
              (58,000
              )
              $
              (53,000
              )State
                  benefit
              
              
              (10,000
              )
              
              (9,000
              )True
                  up of NOL’s and Start Up Costs
              
              
              -
              
              
              (173,000
              )True
                  up of bad debt
              
              
              89,000
              
              
              -21,000
              
              
              (235,000
              )Decrease
                  resulting from change in valuation allowance
              
              
              (21,000
              )
              
              235,000Totals
              
              $
              -
              
              $
              -
  27
 
  **RADALE
            IMPORTS, INC.**
 **(A
            Development Stage Company)**
 
 **NOTES
            TO FINANCIAL STATEMENTS**
  **Note
        8 – Related Party Transaction:**
 The
        Company maintains a mailing address, which is the office address of the
        Company’s chief executive officer. Other than this mailing address, the Company
        does not maintain any other office facilities. The Company does not pay rent
        or
        other fees for the use of this mailing address.
 
 28




**ITEM
              9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE.**





The
      principal independent accountant of the company or any significant subsidiary
      has not resigned, declined to stand for re-election, or been dismissed by the
      company during the periods for which financial statements are included
      herein.





**ITEM
              9A(T).**
            **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 provide reasonable
      assurances that the information the Company is required to disclose in the
      reports it files or submits under the Securities Exchange Act of 1934 is
      recorded, processed, summarized and reported within the time period required
      by
      the Commission's rules and forms. 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.





**Internal
      control over financial reporting.**





Management’s
      annual report on internal control over financial reporting .
      The
      registrant’s management recognizes its responsibility for establishing and
      maintaining adequate internal control over financial reporting for the
      registrant. Currently, the registrant is operating as a caretaker entity,
      keeping the corporation alive and in good standing with the Commission. All
      debit and credit transactions with the company’s bank accounts are reviewed by
      the officers as well as all communications with the company’s creditors. The
      directors meet frequently – as often as weekly – to discuss and review the
      financial status of the company and all developments regarding its search for
      a
      reverse merger partner. All filings of reports with the Commission are reviewed
      before filing by all directors.





Management
      assesses the company’s control over financial reporting at the end of its most
      recent fiscal year to be effective. It detects no material weaknesses in the
      company’s internal control over financial reporting.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the company’s registered
      public accounting firm pursuant to


29


temporary
      rules of the Securities and Exchange Commission that permit the company to
      provide only management’s report in this annual report.





There
      has
      been no change in our internal control over financial reporting identified
      in
      connection with the evaluation required by Commission rules that occurred during
      our last fiscal quarter that has materially affected, or is reasonably likely
      to
      materially affect, our internal control over financial reporting.





**ITEM
              9B.**
            **OTHER
                INFORMATION**





There
      is
      no information that was required to be disclosed on Form 8-K during the fourth
      quarter of FY 2008 that was not reported.





**PART
      III**





**ITEM
              10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE ACT**





A
      list of
      the current officers and directors appears below.





Position
                Held
            
            Term
                  ofPerson
            
            Office
            
            Since
            
            OfficeKen
                Swanson, 64
            
            CEO
                and CFO
            
            2007
            
            2008Ken
                Swanson, 64
            
            President,
                Secretary and Director
            
            1997
            
            2008





The
      directors serve until the next annual meeting of the company's stockholders.
      Directors are elected for one-year terms at the annual stockholders' meeting.
      Officers hold their positions at the pleasure of the board of directors, absent
      any employment agreement, of which none currently exists or is contemplated.
      There is no arrangement or understanding between the directors and officers
      of
      the company and any other person pursuant to which any director or officer
      was
      or is to be selected as a director or officer.





The
      directors and officers of the company will devote such time to the company's
      affairs on an "as needed" basis, but less than 10 hours per month. As a result,
      the actual amount of time which they will devote to the company's affairs is
      unknown and is likely to vary substantially from month to month.





Biographical
      Information





Ken
      Swanson .
      Mr.
      Swanson was employed from 1993 to 1996 as president of Oilguard Company of
      Vista, California. He has served as vice president of Analytic Systems
      Laboratory of Merrillville, Indiana from 1997 to the present; as president
      of
      Radale Imports, Inc. from 1997 to the present; as marketing director of MTM
      Industries of Oceanside, California from 1999 to


30


the
      present; and as a manufacturer’s representative of Chloride Power of Lake
      Forrest, Illinois from February 2001 to the present.





Management
      devotes minimal time to the operations of the Company, and any time spent is
      devoted to screening and assessing and, if warranted, negotiating to acquire
      business opportunities.





None
      of
      the company's officers or directors receives any compensation for their
      respective services rendered to the company, nor have they received such
      compensation until authorized by the board of directors, which is not expected
      to occur until the company has generated revenues from operations after
      consummation of a merger or acquisition. As of the date of filing this report,
      the company has no funds available to pay officers or directors. Further, none
      of the officers or directors is accruing any compensation pursuant to any
      agreement with the company. No retirement, pension, profit sharing, stock option
      or insurance programs or other similar programs have been adopted by the company
      for the benefit of its employees.





It
      is
      possible that, after the company successfully consummates a merger or
      acquisition with an unaffiliated entity, that entity may desire to employ or
      retain one or a number of members of the company's management for the purposes
      of providing services to the surviving entity, or otherwise provide other
      compensation to such persons. However, the company has adopted a policy whereby
      the offer of any post-transaction remuneration to members of management will
      not
      be a consideration in the company's decision to undertake any proposed
      transaction. Each member of management has agreed to disclose to the company's
      board of directors any discussions concerning possible compensation to be paid
      to them by any entity, which proposes to undertake a transaction with the
      company and further, to abstain from voting on such transaction. Therefore,
      as a
      practical matter, if each member of the company's board of directors were
      offered compensation in any form from any prospective merger or acquisition
      candidate, the proposed transaction would not be approved by the company's
      board
      of directors as a result of the inability of the board to affirmatively approve
      such a transaction.





It
      is
      possible that persons associated with management may refer a prospective merger
      or acquisition candidate to the company. In the event the company consummates
      a
      transaction with any entity referred by associates of management, it is possible
      that such an associate will be compensated for his referral in the form of
      a
      finder's fee. It is anticipated that this fee will be either in the form of
      restricted common stock issued by the company as part of the terms of the
      proposed transaction, or will be in the form of cash consideration. However,
      if
      such compensation is in the form of cash, such payment will be tendered by
      the
      acquisition or merger candidate, because the company has insufficient cash
      available. The amount of such finder's fee cannot be determined as of the date
      of filing this report, but is expected to be comparable to consideration
      normally paid in like transactions. No member of management of the company
      will
      receive any finders’ fee, either directly or indirectly, as a result of their
      respective efforts to implement the company's business plan outlined
      herein.





The
      company has adopted a policy that its affiliates and management shall not be
      issued further common shares of the company, except in the event discussed
      in
      the preceding paragraphs.




31


While
      all
      of the companies' officers, directors and insider shareholders have been
      involved in transactions involving "shell" corporations which are blank check
      or
      blind pool companies, none of them has been previously involved in establishing
      a blank check or blind pool company offering to be used in a shell transaction.
      A "blank check" company is a company that is formed without a specified business
      as its purpose. A "blind pool" company is a company that has raised money
      through a public or private offering for use to acquire an unspecified,
      undesignated business or company. Our company was not formed either as a “blank
      check” or a “blind pool” company. It was formed to be an operating company in
      the import-and-export of parts made in India for automobiles and other vehicles.
      It did not succeed in that business due to the death of the sole officer of
      our
      company that had the necessary contacts in India.





New
      SEC
      regulations, which took effect November 2005, imposed additional burdens on
      shell companies that are parties to reverse mergers. Such companies are now
      required to file with the SEC, within four business days of executing a reverse
      merger contract, the audited and interim financial statements of the company
      to
      be acquired and the other information about such company that would be required
      to be in a Form 10 or 10-SB. Prior to these new regulations, the filing of
      such
      financial information could be delayed until 60 days after the reverse merger
      is
      actually effected, and the other information that would be in a Form 10 or
      10-SB
      was not explicitly required in the Form 8-K that is filed to report the
      transaction. These new filing requirements are expected to inhibit or even
      prevent the accomplishment of most proposed reverse mergers.





Conflicts
      of Interest





The
      officers and directors of the company will not devote more than a portion of
      their time to the affairs of the company. There will be occasions when the
      time
      requirements of the company's business conflict with the demands of their other
      business and investment activities. Such conflicts may require that the company
      attempt to employ additional personnel. There is no assurance that the services
      of such persons will be available or that they can be obtained upon terms
      favorable to the company.





The
      officers and directors of the company may be directors or principal shareholders
      of other companies and, therefore, could face conflicts of interest with respect
      to potential acquisitions. In addition, officers and directors of the company
      may in the future participate in business ventures, which could be deemed to
      compete directly with the company. Additional conflicts of interest and non-arms
      length transactions may also arise in the future in the event the company's
      officers or directors are involved in the management of any firm with which
      the
      company transacts business. The company's board of directors has adopted a
      policy that the Company will not seek a merger with, or acquisition of, any
      entity in which management serve as officers or directors, or in which they
      or
      their family members own or hold a controlling ownership interest. Although
      the
      board of directors could elect to change this policy, the board of directors
      has
      no present intention to do so. In addition, if the company and other companies
      with which the company's officers and directors are affiliated both desire
      to
      take advantage of a potential business opportunity, then the board of directors
      has agreed that said opportunity


32


should
      be
      available to each such company in the order in which such companies registered
      or became current in the filing of annual reports under the '34
      Act.





The
      company's officers and directors may actively negotiate or otherwise consent
      to
      the purchase of a portion of their common stock as a condition to, or in
      connection with, a proposed merger or acquisition transaction. It is anticipated
      that a substantial premium over the initial cost of such shares may be paid
      by
      the purchaser in conjunction with any sale of shares by the company's officers
      and directors which is made as a condition to, or in connection with, a proposed
      merger or acquisition transaction. The fact that a substantial premium may
      be
      paid to the company's officers and directors to acquire their shares creates
      a
      potential conflict of interest for them in satisfying their fiduciary duties
      to
      the company and its other shareholders. Even though such a sale could result
      in
      a substantial profit to them, they would be legally required to make the
      decision based upon the best interests of the company and the company's other
      shareholders, rather than their own personal pecuniary benefit.





No
      executive officer, director, person nominated to become a director, promoter
      or
      control person of our company has been involved in legal proceedings during
      the
      last five years such as





•
            bankruptcy,





•
            criminal
                proceedings (excluding traffic violations and other minor offenses),
                or





•
            proceedings
                permanently or temporarily enjoining, barring, suspending or otherwise
                limiting his involvement in any type of business, securities or banking
                activities.





•
            Nor
                has any such person been found by a court of competent jurisdiction
                in a
                civil action, or the Securities and Exchange Commission or the Commodity
                Futures Trading Commission to have violated a federal or state securities
                or commodities law.


None
      of
      the directors holds any directorships in any company with a class of securities
      registered under the Exchange Act or subject to the reporting requirements
      of
      section 15(d) of such Act or any company registered as an investment company
      under the Investment Company Act of 1940.





Involvement
      in certain legal proceedings .
      During
      the past five years, none of the directors has been involved in any of the
      following events:





·
            A
                petition under the Federal bankruptcy law or any state insolvency
                law was
                filed by or against, or a receiver, fiscal agent or similar officer
                was
                appointed by a court for the business or property of such person,
                or any
                partnership in which he was a general partner at or within two years
                before the time of such filing, or any corporation or business association
                of which he was an executive officer at or within two years before
                the
                time of such filing;




33


·
            Such
                person was convicted in a criminal proceeding or is a named subject
                of a
                pending criminal proceeding (excluding traffic violations and other
                minor
                offenses);





·
            Such
                person was the subject of any order, judgment, or decree, not subsequently
                reversed, suspended or vacated, of any court of competent jurisdiction,
                permanently or temporarily enjoining him from, or otherwise limiting,
                the
                following activities:





·
            Acting
                as a futures commission merchant, introducing broker, commodity trading
                advisor, commodity pool operator, floor broker, leverage transaction
                merchant, any other person regulated by the Commodity Futures Trading
                Commission, or an associated person of any of the foregoing, or as
                an
                investment adviser, underwriter, broker or dealer in securities,
                or as an
                affiliated person, director or employee of any investment company,
                bank,
                savings and loan association or insurance company, or engaging in
                or
                continuing any conduct or practice in connection with such
                activity;





·
            Engaging
                in any type of business practice;
                or





·
            Engaging
                in any activity in connection with the purchase or sale of any security
                or
                commodity or in connection with any violation of Federal or State
                securities laws or Federal commodities
                laws;





·
            Such
                person was the subject of any order, judgment or decree, not subsequently
                reversed, suspended or vacated, of any Federal or State authority
                barring,
                suspending or otherwise limiting for more than 60 days the right
                of such
                person to engage in any activity described in paragraph (f)(3)(i)
                of this
                section, or to be associated with persons engaged in any such activity;
                or





·
            Such
                person was found by a court of competent jurisdiction in a civil
                action or
                by the Commission to have violated any Federal or State securities
                law,
                and the judgment in such civil action or finding by the Commission
                has not
                been subsequently reversed, suspended, or
                vacated.





·
            Such
                person was found by a court of competent jurisdiction in a civil
                action or
                by the Commodity Futures Trading Commission to have violated any
                Federal
                commodities law, and the judgment in such civil action or finding
                by the
                Commodity Future Trading Commission has not been subsequently reversed,
                suspended or vacated.





**Code
      of Ethics** **.** We have
      adopted a Code of Ethics that applies to our principal executive officer,
      principal financial officer, principal accounting officer or controller, or
      persons performing similar functions. A copy of the Code of Ethics is filed
      as
      an exhibit to Form 10-KSB Annual Report for the year ended March 31, 2004
      (Exhibit 14 incorporated herein by reference). We undertake to provide to any
      person without charge, upon request, a copy of such code of ethics. Such a
      request may be made by writing to the company at its address at P.O. Box 1990,
      Rancho Santa Fe, CA 92067.




34


**Corporate
      Governance** **.**





Security
      holder recommendations of candidates for the board of directors .
      Any
      shareholder may recommend candidates for the board of directors by writing
      to
      the president of our company the name or names of candidates, their home and
      business addresses and telephone numbers, their ages, and their business
      experience during at least the last five years. The recommendation must be
      received by the company by March 9 of any year or, alternatively, at least
      60
      days before any announced shareholder annual meeting.





Audit
      committee .
      We have
      no standing audit committee. Our director performs the functions of an audit
      committee. Our limited operations make unnecessary a standing audit committee,
      particularly in view of the fact that we have only one director at present.
      Our
      sole director is not an audit committee financial expert, but the director
      has
      access to consultants that can provide such expertise when such is
      needed.





**Compliance
      with Section 16(a) of the Securities Exchange Act.**





Based
      solely upon a review of Forms 3 and 4 furnished to the company under Rule
      16a-3(e) of the Securities Exchange Act during its most recent fiscal year
      and
      Forms 5 furnished to the company with respect to its most recent fiscal year
      and
      any written representations received by the company from persons required to
      file such forms, the following persons – either officers, directors or
      beneficial owners of more than ten percent of any class of equity of the company
      registered pursuant to Section 12 of the Securities Exchange Act – failed to
      file on a timely basis reports required by Section 16(a) of the Securities
      Exchange Act during the most recent fiscal year or prior fiscal
      years:





Name
            
            No. of Late Reports
            
            No. of Transactions
              Not Timely Reported
            
            No. of Failures
              to File a
              Required ReportNone
            
            None
            
            None
            
            None




35


**ITEM
              11.**
            **EXECUTIVE
                COMPENSATION.**





The
      following information concerns the compensation of the named executive officers
      for each of the last two completed fiscal years:





SUMMARY
      COMPENSATION TABLE





**Name and Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Common**
              **Stock**
              **Awards**
            
            **Total**Ken
                Swanson, CEO and CFO
            
            
            2008
            
            
            0
            
            
            0
            
            
            0
            
            
            02007
            
            
            0
            
            
            0
            
            
            0
            
            
            0Ken
                Swanson, President and Secretary
            
            
            2008
            
            
            0
            
            
            0
            
            
            0
            
            
            02007
            
            
            0
            
            
            0
            
            
            0
            
            
            0





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END





The
      following information concerns unexercised stock options, stock that has not
      vested, and equity incentive plan awards for each named officer outstanding
      at
      the end of the last fiscal year:





Option
                Awards
            
            Stock
                AwardsName
            
            Number of
              Securities
              Underlying
              Unexercised
              Options (#)
              Exercisable
            
            Number of
              Securities
              Underlying
              Unexercised
              Options (#)
              Unexercisable
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options (#)
            
            Option
              Exercise
              Price
              ($)
            
            Option
              Expiration
              Date
            
            Number
              of Shares
              or Units
              of Stock
              That
              Have Not
              Vested(#)
            
            Market
              Value of
              Sharesor
              Units of
              Stock
              That
              HaveNotVested($)
            
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units or
              Other
              Rights
              That
              Have Not
              Vested(#)
            
            Equity
              Incentive
              Plan
              Awards:
              Market or
              Payout
              Value of
              Unearned
              Shares,
              Units or
              Other
              Rights
              That
              Have Not
              Vested($)Swanson
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





**Compensation
      of Directors**





The
      directors of Radale Imports, Inc. received the following compensation in FY
      2008
      for their services as directors.




36


DIRECTOR
      COMPENSATION





**Name**
            
            **Fees**
              **Earned**
              **or Paid**
              **in Cash**
              **($)**
            
            **Stock**
              **Awards**
              **($)**
            
            **Option**
              **Awards**
              **($)**
            
            **Non-Equity**
              **Incentive**
              **Plan**
              **Compensa-**
              **tion ($)**
            
            **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings ($)**
            
            **All Other**
              **Compensa-**
              **tion ($)**
            
            **Total**
              **($)**Ken
                Swanson
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





Our
      standard for determining the dollar amount of stock awards is based upon the
      amount of service each director performs for the company.





Compensation
      Committee .
      We do
      not have a compensation committee. We currently have only one director, Ken
      Swanson. The director deliberates from time to time concerning the ability
      of
      the company to pay compensation to any officer or director and the type and
      amount of such compensation.





Related
      Transactions .
      During
      the last two fiscal years and the period since the end of the last fiscal year,
      there have been no transactions, or any currently proposed transaction, in
      which
      the company was or is to be a participant with a related person, such as the
      directors or officers, where the transaction exceeds $120,000 and the related
      person had or will have a direct or indirect material interest.





**Equity
      Compensation Plans** **.**





We
      have
      no equity compensation plans.





**ITEM
              12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS.**





The
      table
      below sets forth, as of July 3, 2008 the number of shares of common stock of
      Internet Infinity beneficially owned by each officer and director of Radale
      individually and as a group, and by each owner of more than five percent of
      the
      common stock.




Person
            
            **No. of Shares**
            
            **Percent of**
              **Outstanding**
              **Shares**Estate
                of Lee D. Dodson, deceased
              429
                Santa Dominga
              Solana
                Beach, CA 92075
            
            
            650,000
            
            
            30.4
            %Ken
                Swanson
              P.O.
                Box 2822
              Rancho
                Santa Fe, CA 92067
            
            
            123,400
            
            
            5.8
            %




37






Gary
                E. Bryant(2)
              19
                Island Vista
              Newport
                Beach, CA 92657-1810
            
            
            445,300
            
            
            20.8
            %Mayuri
                Pujara
              4325
                Larson Lane
              Carlsbad,
                CA 92008
            
            
            463,000
            
            
            21.7
            %Thomas
                J. Kenan(1)
              212
                N.W. 18thStreet
              Oklahoma
                City, OK 73103
            
            
            250,000
            
            
            11.7
            %Officers
                and Directors
              As
                a Group (2 persons)
            
            
            773,400
            
            
            36.2
            %




(1)
            125,000
                of these shares are held of record by the Marilyn C. Kenan Trust.
                Marilyn
                C. Kenan is the spouse of Thomas J.
                Kenan.





(2)
            These
                shares are held of record as follows: Gary E. Bryant - 241,100 shares;
                Suzanne Bryant, Mr. Bryant’s spouse - 3,000 shares; Gary E. Bryant,
                custodian for the benefit of Jan Cecil Bryant - 1,000 shares; Gary
                E.
                Bryant, custodian for the benefit of Chase E. Palm - 200 shares;
                Newport
                Capital Consultants, Inc., a corporation under the control of Mr.
                Bryant -
                100,000 shares; and 100,000 shares held in a brokerage
                account.





**Changes
      in Control**





There
      are
      no arrangements which may result in a change in control of the
      company.





**ITEM
              13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS**





Since
      inception, the company has loaned money to its officers and major stockholders,
      Raj Pujara and Ken Swanson. As of March 31, 2008, the related party receivables
      - including accrued interest of $50,836 - amounted to $227,286 and were in
      default. Because of the uncertainty of collection, the entire amount was charged
      to operations in the fiscal year that ended March 31, 2001.





The
      repayment of the principal and accrued interest has been guaranteed by Lee
      D.
      Dodson, the company’s chief executive officer and a director until his death on
      June 27, 2007. The debtors, for his guarantee, have pledged their common stock
      totaling 586,400 shares, to Mr. Dodson, which shares are now held by Mr.
      Dodson’s estate.





Also
      since inception, the company has borrowed money from related parties. As of
      March 31, 2008, the company owed $1,368,707 to various shareholders, which
      amount includes accrued interest of $750,902. The promissory notes representing
      this company debt bear interest ranging from 5 percent to 10 percent and are
      currently in default.




38




No
      officer, director, or affiliate of the company has or proposes to have any
      direct or indirect material interest in any asset proposed to be acquired by
      the
      company through security holdings, contracts, options, or
      otherwise.





The
      company has adopted a policy under which any consulting or finder's fee that
      may
      be paid to a third party or affiliate for consulting services to assist
      management in evaluating a prospective business opportunity would be paid in
      stock or in cash. Any such issuance of stock would be made on an ad hoc basis.
      Accordingly, the company is unable to predict whether or in what amount such
      a
      stock issuance might be made.





Although
      there is no current plan in existence, it is possible that the company will
      adopt a plan to pay or accrue compensation to its officers and directors for
      services related to seeking business opportunities and completing a merger
      or
      acquisition transaction.





The
      company maintains a post office mailing address, but otherwise does not maintain
      an office. As a result, it pays no rent and incurs no expenses for maintenance
      of an office and does not anticipate paying rent or incurring office expenses
      in
      the future. It is likely that the company will establish and maintain an office
      after completion of a business combination.





Although
      management has no current plans to cause the company to do so, it is possible
      that the company may enter into an agreement with an acquisition candidate
      requiring the sale of all or a portion of the common stock held by the company's
      current stockholders to the acquisition candidate or principals thereof, or
      to
      other individuals or business entities, or requiring some other form of payment
      to the company's current stockholders, or requiring the future employment of
      specified officers and payment of salaries to them. It is more likely than
      not
      that any sale of securities by the company's current stockholders to an
      acquisition candidate would be at a price substantially higher than that
      originally paid by such stockholders. Any payment to current stockholders in
      the
      context of an acquisition involving the company would be determined entirely
      by
      the largely unforeseeable terms of a future agreement with an unidentified
      business entity.





**ITEM
              14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES.**





**Audit
      Fees** .
      Our
      principal independent accountants billed us, for each of the last two fiscal
      years, the following aggregate fees for its professional services rendered
      for
      the audit of our annual financial statements and review of financial statements
      included in our Form 10-QSB reports or other services normally provided in
      connection with statutory and regulatory filings or engagements for those two
      fiscal years:





Fiscal
                Year ended March 31, 2008
            
            $
            24,584Fiscal
                Year ended March 31, 2007
            
            $
            21,090





**Audit-Related
      Fees.** Our
      principal independent accountant billed us, for each of the last two fiscal
      years, the following aggregate fees for assurance and related services
      reasonably related to the performance of the audit or review of our financial
      statements and not reported above under “Audit Fees”:




39




Fiscal
                Year ended March 31, 2008
            
            $
            -0-Fiscal
                Year ended March 31, 2007
            
            $
            -0-





**Tax
      Fees** .
      Our
      principal independent accountant billed us, for each of the last two fiscal
      years, the following aggregate fees for professional services rendered for
      tax
      compliance, tax advice and tax planning:





Fiscal
                Year ended March 31, 2008
            
            $
            1,699Fiscal
                Year ended March 31, 2007
            
            $
            -0-





**All
      Other Fees** .
      Our
      principal independent accountant billed us, for each of the last two fiscal
      years, the following aggregate fees for products and services provided by it,
      other than the services reported in the above three categories:





Fiscal
                Year ended March 31, 2008
            
            $
            -0-Fiscal
                Year ended March 31, 2007
            
            $
            -0-




**Pre-Approval
      of Audit and Non-Audit Services.**  The
      Audit
      Committee charter requires that the committee, or the directors if there be
      no
      committee, pre-approve all audit, review and attest services and non-audit
      services before such services are engaged.





**ITEM
              15.**
            **EXHIBITS.**





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





ExhibitNumber
            
            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 of Radale Imports, Inc., a
                California corporation*3.1
            
            Bylaws
                of Radale Imports, Inc., a California corporation*3.2
            
            Articles
                of Incorporation of Radale Imports, Inc., a Nevada
                corporation+3.3
            
            Bylaws
                of Radale Imports, Inc., a Nevada corporation+14
            
            Code
                of Ethics for CEO and Senior Financial Officers**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.




40




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.




*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 10-KSB FYE 03-31-05 Commission file number 000-49708;
      incorporated herein.




41




**SIGNATURES**


In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





DATED: 
                July 14, 2008
            RADALE
                IMPORTS, INC.By
            */s/
                    Ken Swanson*Ken
                Swanson, Chief Executive Officer





In
      accordance with the Exchange Act, this report has been signed by the following
      persons on behalf of the registrant and in the capacities and on the dates
      indicated.





DATED: 
                July 14, 2008
            */s/
                  Ken Swanson*Ken
                Swanson, Chief Financial Officer andSole
                Director




42




**RADALE
      IMPORTS, INC.**





COMMISSION
      FILE NO. 000-49708





**INDEX
      TO EXHIBITS**





**FORM
      10-K**


**FOR
      THE YEAR ENDED MARCH 31, 2008**





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





ExhibitNumber
            
            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 of Radale Imports, Inc., a
                California corporation*3.1
            
            Bylaws
                of Radale Imports, Inc., a California corporation*3.2
            
            Articles
                of Incorporation of Radale Imports, Inc., a Nevada
                corporation+3.3
            
            Bylaws
                of Radale Imports, Inc., a Nevada corporation+14
            
            Code
                of Ethics for CEO and Senior Financial Officers**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.




*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 10-KSB FYE 03-31-05 Commission file number 000-49708;
      incorporated herein.




1