**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K**


(Mark
      One)




x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended: **June
      30, 2008**




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ________ to ________





Commission
      File No. **000-52769**





**RED
      OAK CONCEPTS, INC.**


(Name
      of
      small business issuer in its charter)




Nevada
            
            26-0295367(State
                or other jurisdiction of incorporation ororganization)
            
            (I.R.S.
                Employer Identification No.)




5357
                Red Oak Drive, Coopersburg, PA
            
            18036(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer’s
      telephone number: (610)
      945-6626





(Former
      name, former address and former


Fiscal
      year, if changed since last report)





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





None





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





Common
      Stock, par value $0.0001 per share


(Title
      of
      Class)





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  o Yes  x No





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. o Yes x No





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. x Yes o No









Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of 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 Yes
      o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer o
            Accelerated
                filer oNon-accelerated
                filer o
            Smaller
                reporting companyx(Do
                not check if a smaller reporting company)





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).





x Yes o No





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
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently completed second fiscal
      quarter. $0





APPLICABLE
      ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. o Yes o No





(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)





Indicate
      the number of shares outstanding of each of the registrant’s classes of common
      stock, as of the latest practicable date.  At
      September 23, 2008 there were 1,000,000 shares of common stock
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE


None





ii


**TABLE
      OF CONTENTS**




**TABLE
                OF CONTENTS**
            
            iii**FORWARD-LOOKING
                STATEMENTS**
            
            1**PART
                I****Item
                1. Description of Business**
            
            2**Item
                1A.********Risk
                Factors.**
            
            8**Item
                2. Properties.**
            
            14**Item
                3. Legal Proceedings.**
            
            14**Item
                4. Submission of Matters to a Vote of Security
                Holders.**
            
            14**PART
                II****Item
                5. Market for Registrant’s Common Equity, Related Stockholder Matters and
                Issuer Purchases of Equity Securities.**
            
            15**Item
                6. Selected Financial Data.**
            
            16**Item
                7. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations.**
            
            16**Item
                7A. Quantitative and Qualitative Disclosures About Market
                Risk.**
            
            17**Item
                8. Financial Statements and Supplementary Data.**
            
            17**Item
                9. Changes in and Disagreements With Accountants on Accounting and
                Financial Disclosure.**
            
            18**Item
                9A. Controls and Procedures.**
            
            18**Item
                9A(T). Controls and Procedures.**
            
            18**Item
                9B. Other Information.**
            
            18**PART
                III****Item
                10. Directors, Executive Officers and Corporate
                Governance.**
            
            19**Item
                11. Executive Compensation.**
            
            22**Item
                12. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters.**
            
            23**Item
                13. Certain Relationships and Related Transactions, and Director
                Independence.**
            
            24**Item
                14. Principal Accounting Fees and Services.**
            
            24**PART
                IV****Item
                15. Exhibits, Financial Statement Schedules.**
            
            25**SIGNATURES**
            
            26




iii




**FORWARD-LOOKING
      STATEMENTS**




This
      Annual Report on Form 10-K and the documents incorporated by reference into
      the
      Annual Report on Form 10-K include forward-looking statements within the meaning
      of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
      Exchange Act of 1934. These forward-looking statements can be identified by
      the
      use of forward-looking terminology, including the words “believes,” “estimates,”
“anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,”
“continue,” or “should,” or, in each case, their negative or other variations or
      comparable terminology. Such statements include, but are not limited to, any
      statements relating to our ability to consummate any acquisition or other
      business combination and any other statements that are not statements of current
      or historical facts. These statements are based on management’s current
      expectations, but actual results may differ materially due to various factors,
      including, but not limited to, our being a development stage company with no
      operating history; our lack of funding; the inexperience of our management
      with
      respect to our business plan; our potential inability to consummate a business
      combination with an operating company that is generating revenues; the
      possibility that our company may never generate revenues; unknown risks that
      may
      attend to a business with which we consummate a business combination; our
      personnel allocating their time to other businesses and potentially having
      conflicts of interest with our business; the ownership of our securities being
      concentrated, and those other risks and uncertainties detailed herein and in the
      Company’s filings with the Securities and Exchange Commission.




By
      their
      nature, forward-looking statements involve risks and uncertainties because
      they
      relate to events and depend on circumstances that may or may not occur in the
      future. We caution you that forward-looking statements are not guarantees of
      future performance and that our actual results of operations, financial
      condition and liquidity, and developments in the industry in which we operate
      may differ materially from those made in or suggested by the forward-looking
      statements contained in this Annual Report on Form 10-K. In addition, even
      if
      our results of operations, financial condition and liquidity, and developments
      in the industry in which we operate are consistent with the forward-looking
      statements contained in this Annual Report on Form 10-K, those results or
      developments may not be indicative of results or developments in subsequent
      periods.




These
      forward-looking statements are subject to numerous risks, uncertainties and
      assumptions about us described in “Risk Factors.” The forward-looking events we
      discuss in this Annual Report on Form 10-K speak only as of the date of such
      statement and might not occur in light of these risks, uncertainties and
      assumptions. Except as required by applicable law, we undertake no obligation
      and disclaim any obligation to publicly update or revise any forward-looking
      statements, whether as a result of new information, future events or
      otherwise.




1




**PART
      I**





**Item
      1. Description of Business**





**General**





Red
      Oak
      Concepts, Inc. (“we”, “us”, the “Company” or comparable terms) was incorporated
      in the State of Nevada on October 9, 2007 and is the successor in interest
      to
      Red Oak Concepts, Inc., a Delaware corporation organized on May 24, 2007, upon
      the merger of the two corporations, effective on December 4, 2007. We were
      organized for the purpose of acquiring, through a merger, capital stock
      exchange, asset acquisition or other similar business combination (a “Business
      Combination”), an operating or development stage business (the “Target
      Business”) which desires to utilize our status as a reporting company under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are a
      developmental stage company and have not generated any revenue to date. Since
      inception, we have engaged in only limited business operations relating to
      our
      organization, affecting the merger described above obtaining loans to support
      our operations, registering our class of common stock under the Exchange Act
      and
      engaging in preliminary discussions with and due diligence investigations of
      potential target companies with which to enter into a Business Combination.
      We
      have no full-time employees and do not own or lease any property. One of our
      directors currently serves as an officer and director of another development
      stage public company with the business purpose of acquiring a Target Business
      but she has never been affiliated with a public shell company that has completed
      a Business Combination.





Given
      that our current assets consist only of cash, we have no current operations
      and
      our proposed business contemplates entering into a Business Combination with
      an
      operating company, we are a “shell company,” which is defined in Rule 405 under
      the Securities Act of 1933, as amended (the “Securities Act”), as a company
      which has (i) n o
      or
      nominal operations; and (ii) e ither
      (x) no
      or
      nominal assets; (y) a ssets
      consisting solely of cash and cash equivalents; or (z) a ssets
      consisting of any amount of cash and cash equivalents and nominal other assets.





We
      are
      not presently engaged in, and will not engage in, any substantive commercial
      business until we consummate a Business Combination, if ever. We are currently
      in the process of identifying and evaluating targets for a Business Combination.
      Our efforts to identify a prospective Target Business will not be limited to
      a
      particular industry or geographic location. In the case of all possible
      acquisitions, we intend to seek to consummate the acquisition which is most
      attractive and provides the greatest opportunity for creating securityholder
      value. The determination of which entity is the most attractive would be based
      on our analysis of a variety of factors, including whether such acquisition
      would be in the best interests of our securityholders, the terms of the
      acquisition, the perceived quality of the business of the Target Business,
      among
      other factors described below. We believe that the owners of many potential
      targets would find an acquisition by us to be an easier and less risky route
      to
      liquidity than going through an initial public offering or other financing
      transactions. We cannot assure you that we will be able to locate a target
      or
      that we will be able to engage in a transaction on favorable terms or at all.





**Affecting
      a Business Combination**





*General.*





A
      Business Combination may involve the acquisition of, or merger with, a company
      that desires to have a class of securities registered under the Exchange Act,
      while avoiding what it may deem to be adverse consequences of undertaking a
      public offering itself. These include time delays, significant expense, possible
      loss of voting control and compliance with various federal and state securities
      laws. As more fully described below under the heading “ *Form
      of acquisition; Opportunity for stockholder approval* ,”
the
      proposed structure of any Business Combination may not require that we seek
      stockholder approval for the transaction and holders of our common stock may
      not
      have the opportunity to vote upon a proposed Business Combination.




2




*Search
      for a target.*




We
      are
      currently in the process of identifying and evaluating targets for a Business
      Combination. As described below in more detail, we have virtually unrestricted
      flexibility in identifying and selecting prospective acquisition candidates.
      To
      the extent we affect a Business Combination, we may be impacted by numerous
      risks inherent in the business and operations of the Target Business. The risks
      attendant to the Target Business may include risks typical of a financially
      unstable company or an entity in its early stage of development or growth,
      including entities without established records of sales or earnings. Although
      our management will endeavor to evaluate the risks inherent in a particular
      target, we cannot assure you that we will properly ascertain or assess all
      significant risk factors.





*Sources
      of Target Businesses.*





We
      intend
      to source our target opportunities from various internal and external sources.
      Target candidates have been, and we anticipate will continue to be, brought
      to
      our attention from affiliated and various unaffiliated sources. We believe
      that
      we will be able to identify target opportunities from internal sources primarily
      resulting from personal contacts and relationships that our officers and
      directors and their affiliates have developed and maintain with various
      professionals, including accountants, consultants, commercial bankers,
      attorneys, regional brokers and other investors, both in North America and
      internationally, as a result of formal or informal inquiries or discussions
      they
      may have, as well as attending trade shows or conventions. Target Business
      candidates may be brought to our attention by unaffiliated sources as a result
      of being solicited by us through calls or mailings. These sources may also
      introduce us to Target Businesses candidates in which they believe we may have
      an interest on an unsolicited basis. In addition, we may retain the services
      of
      agents or other representatives to identify or locate suitable targets on our
      behalf, though we have not engaged any such persons, to date.





In
      no
      event will any of our existing officers, directors or stockholders, or any
      entity with which they are affiliated, be paid any finder’s fee, consulting fee
      or other compensation prior to, or for any services they render in order to
      effectuate, the consummation of a Business Combination. In the event that we
      retain the services of professional firms or other individuals that specialize
      in business acquisitions, we may pay a finder’s fee, consulting fee or other
      compensation to be determined in an arm’s length negotiation based on the terms
      of the transaction. We have not adopted any policies with respect to utilizing
      the services of consultants or advisors to assist in the identification of
      a
      Target Business, the criteria to be used in selecting such consultants or
      advisors, the services to be provided, the term of service, or regarding the
      total amount of fees that may be paid. However, because of our limited
      resources, it is likely that any such fee we agree to pay would be paid in
      shares of our common stock.




*Selection
      criteria of a Target Business.*





Our
      management will have virtually unrestricted flexibility in identifying and
      selecting a prospective Target Business. We have not established any specific
      attributes or criteria (financial or otherwise) for prospective Target
      Businesses. In evaluating a prospective Target Business, our management will
      consider, among other factors, the following:




3




·
              financial
                  condition and results of operation;
  ·
              growth
                  potential;
  ·
              experience
                  and skill of management and availability of additional
                  personnel;
  ·
              capital
                  requirements;
  ·
              competitive
                  position;
  ·
              barriers
                  to entry;
  ·
              stage
                  of development of the products, processes or
                  services;
  ·
              degree
                  of current or potential market acceptance of the products, processes
                  or
                  services;
  ·
              proprietary
                  features and degree of intellectual property or other protection
                  of the
                  products,processes
                  or services;
  ·
              regulatory
                  environment of the industry; and
  ·
              costs
                  associated with effecting the Business
                  Combination.




These
      criteria are not intended to be exhaustive or to in any way limit the board
      of
      director’s unrestricted discretion to enter into a Business Combination with any
      Target Business. Any evaluation relating to the merits of a particular Business
      Combination will be based, to the extent relevant, on the above factors as
      well
      as other considerations deemed relevant by our management. In evaluating a
      prospective Target Business, we will conduct as extensive a due diligence review
      of potential targets as possible given the lack of information which may be
      available regarding private companies, our limited personnel and financial
      resources and the inexperience of our management with respect to such
      activities. We expect that our due diligence may include, among other things,
      meetings with the Target Business’s incumbent management and inspection of its
      facilities, as well as a review of financial and other information that is
      made
      available to us. This due diligence review will be conducted either by our
      management or by unaffiliated third parties we may engage. 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 Target Business
      candidate before we consummate a Business Combination. 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 promoters, owners, sponsors or others
      associated with the business opportunity seeking our participation.





Where
      possible, we will attempt to structure a Business Combination to achieve the
      most favorable tax treatment to us, the target company and both companies’
stockholders, taking into account other terms of the transaction. Depending
      on
      the circumstances of any acquisition, however, we may not be able to structure
      a
      transaction in the most tax advantageous manner. Further, we cannot assure
      you
      that the Internal Revenue Service or appropriate state tax authorities will
      agree with our tax treatment of any transaction.





The
      time
      and costs required to select and evaluate a Target Business and to structure
      and
      complete the Business Combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective Target Business with which a Business Combination is
      not ultimately completed may result in a loss to us.




4




*Lack
      of diversification.*





We
      expect
      that we will be able to consummate a Business Combination with only one
      candidate given that, among other considerations, we will not have the resources
      to diversify our operations and the dilution of interest for present and
      prospective stockholders, which is likely to occur as a result of our
      management's plan to offer a controlling interest to a Target Business in order
      to achieve a tax free reorganization, as described below, will render more
      than
      one Business Combination unlikely. Therefore, at least initially, the prospects
      for our success may be entirely dependent upon the future performance of a
      single business and we will not benefit from the possible spreading of risks
      or
      offsetting of losses. By consummating a Business Combination with a single
      entity, our lack of diversification may:





·
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a Business Combination,
                and





·
            result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or
                services.





*Limited
      ability to evaluate the Target Business.*





To
      a
      significant degree, our security holders will rely on management’s evaluation of
      a Target Business in making the decision to enter into a Business Combination.
      Management’s assessment of a Target Business will be based upon discussions with
      management of the Target Business and a review of due diligence material
      relating to the Target Business available to it during the evaluation period.
      Any such assessment may not be accurate.





Although
      we intend to scrutinize the management of a prospective Target Business when
      evaluating the desirability of effecting a Business Combination, we cannot
      assure you that our assessment of the Target Business’s management will prove
      accurate. In addition, we cannot assure you that future management will have
      the
      necessary skills, qualifications or abilities to manage a public company.
      Furthermore, the future role of our officers and directors, if any, in the
      Target Business following a Business Combination cannot presently be stated
      with
      any certainty, though it is unlikely that any of such persons will continue
      to
      be associated with a Target Business with which we consummate a Business
      Combination, other than as stockholders.




Given
      our
      current resources, we will likely enter into a Business Combination with a
      privately-held company. Generally, very little public information exists about
      these companies and we will be required to rely on the ability of our management
      to obtain adequate information to evaluate the potential returns from entering
      into a Business Combination with such a company. If we do not uncover all
      material information about a Target Business prior to a Business Combination,
      we
      may not make a fully informed investment decision and we may lose money on
      our
      investments.





*Form
      of acquisition; Opportunity for stockholder approval.*





The
      manner in which we participate in a Business Combination will depend upon,
      among
      other things, the nature of the opportunity and the respective requirements
      and
      desires of management of our Company and of the Target Business. In addition,
      the structure of any Business Combination will be dispositive as to whether
      stockholder approval of the Business Combination is required.




5




It
      is
      likely that we will acquire our participation in a business opportunity through
      the issuance of our common stock or other securities to the security holders
      of
      the Target Business. Although the terms of any such transaction cannot be
      predicted, it is likely that we will seek to structure a Business Combination
      to
      qualify as a tax free transaction under the Internal Revenue Code of 1986,
      as
      amended (the "Code"). One such form of “tax free” transaction, if structured
      properly, entails the exchange of capital stock of the Target Business for
      our
      capital stock. Under Section 368(a)(1) of the Code, in order for a stock
      exchange transaction to qualify as a "tax free" reorganization, the holders
      of
      the stock of the target must receive a number of shares of our capital stock
      equal to 80% or more of the voting stock of our Company. If a transaction were
      structured to take advantage of these provisions rather than other "tax free"
      provisions provided under the Code, our existing stockholders would in such
      circumstances retain 20% or less of the total issued and outstanding shares
      of
      the surviving entity. Depending upon the relative negotiating strength of the
      parties, stockholders at the time of the Business Combination may retain
      substantially less than 20% of the total issued and outstanding shares of our
      Company. This would result in substantial additional dilution to the equity
      of
      those persons who were stockholders of our Company prior to such Business
      Combination.





Our
      present stockholders likely will not have control of a majority of the voting
      shares of the Company following a Business Combination. As part of such a
      transaction, all or a majority of the Company's then directors may resign and
      new directors may be appointed without any vote by stockholders.





In
      the
      case of an acquisition, the transaction may be accomplished in the sole
      determination of management without any vote or approval by stockholders. In
      the
      case of a statutory merger or consolidation directly involving the Company,
      it
      would likely be necessary to call a stockholders' meeting and obtain the
      approval of the holders of a majority of the outstanding shares of common stock.
      The necessity to obtain stockholder approval may result in delay and additional
      expense in the consummation of any proposed transaction and will also give
      rise
      to certain rights to dissenting stockholders who could require that the Company
      purchase their shares at a price equal to the fair market value in cash.
      Accordingly, management will seek to structure any Business Combination so
      as
      not to require stockholder approval.





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 cost for accountants, attorneys and others. If a decision is made
      not to participate in a specific business opportunity, the costs incurred in
      the
      related investigation would not be recoverable. Furthermore, even if an
      agreement is reached for a Business Combination, the failure to consummate
      that
      transaction may result in the loss to the Company of the related costs
      incurred.





*Competition*





Our
      ability to consummate a Business Combination will be constrained by our lack
      of
      financial resources to provide to the Target Business. We expect that in the
      course of identifying, evaluating and selecting a Target Business, we may
      encounter intense competition from other entities having a business objective
      similar to ours. These include blank check companies which have raised
      significant sums through sales of securities registered under federal securities
      laws that have a business plan similar to ours and possess a significant
      competitive advantage over us both from a financial and personnel perspective.
      Additionally, we may be subject to competition from other entities having a
      business objective similar to ours, including venture capital firms, leverage
      buyout firms and operating businesses looking to expand their operations through
      acquisitions. Many of these entities are well established and have extensive
      experience identifying and affecting business combinations directly or through
      affiliates. Moreover, nearly all of these competitors possess greater technical,
      human and other resources than us. In addition, we will experience competition
      from other modestly capitalized shell companies that are seeking to enter into
      business combinations with targets similar to those we expect to pursue. One
      of
      our directors currently serves as an officer and director of a shell company
      that registered its class of common stock under the Exchange Act prior to the
      effective date of our Exchange Act registration statement. This director's
      affiliation with two shell companies raises the possibility of conflicts of
      interest, in that both companies may seek to take advantage of the same business
      opportunity. Neither our Company nor the other shell company with which our
      management is affiliated has adopted any policy with respect to resolving any
      potential conflict of interest and it is possible that any conflict or interest
      that arises between the two companies may not be decided in our
      favor.




6




While
      we
      believe there may be numerous potential target candidates with which we could
      affect a Business Combination, our ability to compete in affecting a Business
      Combination with prime candidates will be limited by our lack of financial
      resources. This inherent competitive limitation gives others an advantage in
      pursuing the acquisition of the most attractive Target Businesses.





If
      we
      succeed in affecting a Business Combination, there will be, in all likelihood,
      intense competition from competitors of the Target Business. We cannot assure
      you that, subsequent to a Business Combination, we will have the resources
      or
      ability to compete effectively.





**Employees**





We
      have
      two executive officers. These individuals have other business interests and
      are
      not obligated to devote any specific number of hours to our matters and intend
      to devote only as much time as they deem necessary to our affairs. The amount
      of
      time they will devote in any time period will vary based on whether a Target
      Business has been selected for the Business Combination and the stage of the
      Business Combination process the Company is in. Accordingly, as management
      identifies suitable Target Businesses, our officers and directors spend more
      time investigating such Target Business and will devote additional time and
      effort negotiating and processing the Business Combination as developments
      warrant. We do not intend to have any full time employees prior to the
      consummation of a Business Combination.





Our
      officers and directors may engage in other business activities similar and
      dissimilar to those we are engaged in without any limitations or restrictions
      applicable to such activities. Currently, one of our directors serves as an
      officer and director of another shell company that has a business purpose
      identical to ours and that has a class of common stock registered under the
      Exchange Act. To the extent that our management engages in such other
      activities, they will have possible conflicts of interest in diverting
      opportunities which would be appropriate for our Company to other companies,
      entities or persons with which they are or may be associated or have an
      interest, rather than diverting such opportunities to us. Since we have not
      established any policy for the resolution of such a conflict, we could be
      adversely affected should our officers and directors choose to place their
      other
      business interests before ours. We cannot assure you that such potential
      conflicts of interest will not result in the loss of potential opportunities
      or
      that any conflict will be resolved in our favor.





Our
      officers and directors may actively negotiate for or otherwise consent to the
      disposition of all or any portion of the shares of common stock they own, as
      a
      condition to, or in connection, with a Business Combination. Therefore, it
      is
      possible that the terms of any Business Combination will provide for the sale
      of
      all or a portion of their shares of common stock which would raise issues
      relating to a possible conflict of interest with our other security
      holders.




7




**Item
      1A. Risk Factors.**





An
      investment in our securities involves a high degree of risk. You should consider
      carefully all of the risks described below, together with the other information
      contained in this Annual Report on Form 10-K before making a decision to invest
      in our securities. If any of the following risks occur, our business, financial
      condition and results of operations may be materially adversely affected.





***No
      member of our management team ever has served as a principal of a company that
      has completed a Business Combination.***





Though
      one of our directors currently serves as an officer and director of and owns
      shares of capital stock of another development stage public shell company with
      the business purpose of acquiring a Target Business, no member of our management
      team has ever successfully consummated a Business Combination. Accordingly,
      you
      may not be able to adequately evaluate their ability to select an attractive
      Target Business or consummate successfully a Business Combination.





***One
      of our directors may have a conflict of interest between our Company and another
      public shell company that she manages and in which she owns stock. In addition,
      our current officers and directors may become involved with other shell
      companies in the future.***





One
      of
      our directors currently serves as an officer and director and owns shares of
      capital stock of another public shell company. Any of our officers and directors
      may in the future become affiliated with entities, including blank check or
      shell companies, engaged in business activities similar to those intended to
      be
      conducted by us. Our management's existing or future affiliation with other
      shell companies raises the possibility of conflicts of interest, in that both
      companies may seek to take advantage of the same business opportunity.
      Accordingly, they may have conflicts of interest in determining to which entity
      a particular business opportunity should be presented and it is possible that
      any conflict or interest that arises between the two companies may not be
      resolved in our favor.





***We
      are a development stage company with no operating history and, accordingly,
      you
      will not have any basis on which to evaluate our ability to achieve our business
      objective.***





We
      are a
      development stage company with no operating results to date. Since we do not
      have any operating history, you will have no basis upon which to evaluate our
      ability to achieve our business objective, which is to acquire an operating
      business, as described in this report. We are currently in the process of
      evaluating and identifying targets for a Business Combination. We are not
      presently engaged in, and will not engage in, any substantive commercial
      business until we consummate a such a transaction, if ever. We will not generate
      any revenues until, at the earliest, after the consummation of an initial
      transaction. We cannot assure you as to when or if a Business Combination will
      occur.





***Our
      future success is dependent on the ability of management to complete a Business
      Combination with a Target Business that generates revenue and otherwise operates
      profitably.***





The
      nature of our operations is highly speculative. The future success of our plan
      of operation will depend entirely on the operations, financial condition and
      management of the Target Business with which we may enter into a Business
      Combination. While management intends to seek to enter into a Business
      Combination with an entity having an established operating history, we cannot
      assure you that we will be successful in consummating a Business Combination
      with a candidate that meets that criterion. In the event we complete a Business
      Combination, the success of our operations will be dependent upon management
      of
      the Target Business and numerous other factors beyond our control.




8




***We
      have no existing agreement for a Business Combination or other
      transaction.***





We
      presently have no written arrangement or agreement with respect to engaging
      in a
      Business Combination. We cannot assure you that we will successfully identify
      and evaluate suitable business opportunities or that we will conclude a Business
      Combination. Management has not identified any particular industry or specific
      business within an industry for evaluation. We cannot guarantee that we will
      be
      able to negotiate a Business Combination on favorable terms.





***We
      may have insufficient resources to cover our operating expenses and the costs
      and expenses of consummating a Business
      Combination.***





At
      June
      30, 2008, we had cash on hand of $16,184. We expect that these funds will be
      sufficient to cover our operating costs and expenses, including those we will
      incur in connection with satisfying our reporting obligations under the
      Securities Exchange Act and consummating a Business Combination. If
      our
      financial resources are inadequate to cover our costs and expenses, we will
      require additional financing and we cannot be certain that such financing will
      be available to us on acceptable terms, if at all. If we are unable to secure
      funds as necessary to cover our costs and expenses, you could lose the entire
      amount of your investment in the Company.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a Business Combination with the
      most
      attractive private companies.***





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude a Business Combination. Sections 13 and 15(d) of the Exchange Act
      require reporting companies to provide certain information about significant
      acquisitions, including audited financial statements for the company acquired.
      The time and additional costs that may be incurred by some target entities
      to
      prepare these statements may significantly delay or essentially preclude
      consummation of an acquisition. Otherwise suitable acquisition prospects that
      do
      not have or are unable to obtain the required audited statements may be
      inappropriate for acquisition so long as the reporting requirements of the
      Exchange Act are applicable.





***We
      will have no revenues unless and until we enter into a Business Combination
      with
      an operating company that is generating revenues and otherwise is operating
      profitably.***





We
      are a
      development stage company and have had no revenues from operations. We will
      not
      realize any revenues or generate any income unless and until we successfully
      merge with or acquire an operating business that is generating revenues and
      otherwise is operating profitably. We cannot assure you that we will be
      successful in concluding a Business Combination with an operating entity that
      is
      at the time of the transaction generating revenues.





***If
      we affect a Business Combination with a financially unstable company or an
      entity in the early stage of development or growth, we will be subject to
      greater risks than if we were to affect a Business Combination with a more
      established company with a proven record of earnings and growth.***





Given
      our
      financial and personnel resources compared to our competitors, we may be limited
      to consummating a Business Combination with a company that is financially
      unstable or is in the early stage of development or growth, including an entity
      without established records of sales or earnings. To the extent we affect a
      Business Combination with a financially unstable or early stage or emerging
      growth company, we may be affected by numerous risks inherent in the business
      and operations of such company that we would not be subject to if we were to
      affect a Business Combination with a more established company with a proven
      record of earnings and growth.




9




***We
      likely will complete only one Business Combination, which will cause us to
      be
      dependent solely on a single business and a limited number of products, services
      or assets.***





Given
      our
      limited financial resources and other considerations, it is likely we will
      complete a Business Combination with only one Target Business. Accordingly,
      the
      prospects for our success may be solely
      dependent upon the performance of a single business and dependent upon the
      development or market acceptance of a single or limited number of products,
      processes or services. In this case, we will not be able to diversify our
      operations or benefit from the possible spreading of risks or offsetting of
      losses, unlike other entities which may have the resources to complete several
      Business Combinations or asset acquisitions in different industries or different
      areas of a single industry so as to diversify risks and offset losses.





***Given
      our limited resources and the significant competition for Target Businesses,
      including competition from a public shell company of which one of our directors
      is an officer, director and stockholder, we may not be able to consummate an
      attractive Business Combination.***





We
      will
      encounter intense competition from other entities having a business objective
      similar to ours, including blank check companies, finance companies, banks,
      venture capital funds, leveraged buyout funds, operating businesses and other
      financial buyers competing for acquisitions. Many of these entities are well
      established and have extensive experience in identifying and affecting Business
      Combinations directly or through affiliates. Nearly all of these competitors
      possess greater technical, human and other resources than we do and our
      financial resources will be negligible when contrasted with those of many of
      these competitors. In addition, we will experience direct competition from
      other
      modestly capitalized shell companies that are seeking to enter into business
      combinations with targets similar to those we expect to pursue, including a
      shell company that had registered its class of common stock under the Exchange
      Act prior to the effective date of our Exchange Act registration statement,
      of
      which one of our directors serves as a director and officer and in which company
      she is a stockholder. Our management’s affiliation with two shell companies
      raises the possibility of conflicts of interest. Neither our Company nor the
      other shell company with which our director is affiliated has adopted any policy
      with respect to resolving any potential conflict of interest and it is possible
      that any conflict or interest that arises may not be decided in our
      favor.





***It
      is likely that we will consummate a Business Combination with a private company
      for which limited information will be available to conduct due
      diligence.***





We
      likely
      will enter into a Business Combination with a privately-held company. Generally,
      very little public information exists about these companies or their management,
      and we will be required to rely on the ability of our management to obtain
      adequate information to evaluate the potential success of entering into a
      transaction with such a company. In addition, our management will only devote
      limited time to the business of the Company and will have available to it
      extremely limited financial resources with which to conduct due diligence.
      If
      our assessment of the Target Business’s operations and management is inaccurate
      or we are unable to uncover all material information about these companies,
      then
      we may not make a fully informed investment decision, and we may lose money
      on
      our investments.





***If
      we consummate a Business Combination by way of an acquisition, our stockholders
      may not have an opportunity to vote on the
      transaction.***





If
      we
      consummate a Business Combination by way of an acquisition of the capital stock
      or assets of the Target Business, the transaction may be accomplished in the
      sole determination of management without any vote or approval by
      securityholders. Accordingly, holders of our securities at the time of any
      Business Combination may not have an opportunity to evaluate the Target Business
      or its management and will have to rely on the judgment of management in
      assessing the future profitability and viability of the Target
      Business.




10




***A
      Business Combination with a foreign company may subject us to additional
      risks.***





If
      we
      enter into a Business Combination with a foreign entity, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include:





·
            unexpected
                changes in, or impositions of, legislative or regulatory
                requirements;


·
            foreign
                currency exchange rate fluctuations


·
            potential
                hostilities and changes in diplomatic and trade relationships;


·
            changes
                in duties and tariffs, taxes, trade restrictions, license obligations
                and
                other non-tariff barriers to trade;


·
            burdens
                of complying with a wide variety of foreign laws and
                regulations;


·
            longer
                payment cycles and difficulties collecting receivables through foreign
                legal systems;


·
            difficulties
                in enforcing or defending agreements and intellectual property rights;


·
            reduced
                protection for intellectual property rights in some
                countries;


·
            potentially
                adverse tax consequences; and


·
            political
                and economic instability.





If
      we are
      not successful managing these risks among others that we may not identify at
      the
      time of a Business Combination, our business may be negatively impacted.





***Since
      we have not yet selected a particular industry or Target Business with which
      to
      complete a Business Combination, we are unable to currently ascertain the merits
      or risks of the industry or business in which we may ultimately
      operate.***





We
      are
      currently in the process of evaluating and identifying targets for a Business
      Combination. However, our plan of operation permits our board of directors
      to
      consummate a Business Combination with a company in any industry it chooses
      and
      is not limited to any particular industry or type of business. Accordingly,
      there is no current basis to evaluate the possible merits or risks of the
      particular industry in which we may ultimately operate or the Target Business
      which we may ultimately acquire. To the extent we complete a Business
      Combination with a company that does not have a stable history of earnings
      and
      growth or an entity in a relatively early stage of its development, we may
      be
      affected by numerous risks inherent in the business operations of those
      entities. If we complete a Business Combination with an entity in an industry
      characterized by a high level of risk, we may be affected by the currently
      unascertainable risks of that industry. Such risks, among other things, could
      preclude the Company's ability to secure financing for operations after a
      Business Combination, should it be required. Although our management will
      endeavor to evaluate the risks inherent in a particular industry or Target
      Business, we cannot assure you that we will properly ascertain or assess all
      of
      the significant risk factors. Even if we properly assess those risks, some
      of
      them may be outside of our control.




11




***Our
      long-term success will likely be dependent upon a yet to be identified
      management team which may be difficult to fully
      evaluate.***





After
      a
      Business Combination, it is likely that our Company's long-term success we
      will
      be dependent upon a yet to be identified management team. As a result, you
      will
      not be able to fully evaluate the management team that we will likely be
      dependent upon for our long-term success prior to any Business Combination.
      Although we intend to scrutinize the management team of a prospective Target
      Business as closely as possible in connection with evaluating the desirability
      of affecting a Business Combination, we cannot assure you that our assessment
      of
      the management team will prove to be correct. These individuals may be
      unfamiliar with the requirements of operating a public company and the
      securities laws, which could increase the time and resources we must expend
      to
      assist them in becoming familiar with the complex disclosure and financial
      reporting requirements imposed on U.S. public companies. This could be expensive
      and time-consuming and could lead to various regulatory issues that may
      adversely affect our operations.





***If
      we are unable to structure the Business Combination as a “tax free” transaction,
      potential Target Businesses could be deterred from entering into such a
      transaction with our Company.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain Business Combinations with us. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any Business Combination so as to minimize the federal and state tax
      consequences to both us and the target entity and their respective stockholders;
      however, we cannot guarantee that the Business Combination will meet the
      statutory requirements of a tax-free reorganization or that the parties will
      obtain the intended tax-free treatment upon a transfer of stock or assets.
      A
      non-qualifying reorganization could result in the imposition of both federal
      and
      state taxes that may have an adverse affect on all parties to the
      transaction.





***We
      expect to issue a significant number of new shares of capital stock in a
      Business Combination, which will result in substantial dilution and a change
      in
      control of ownership of the Company.***





Our
      Articles of Incorporation authorizes the issuance of 100,000,000 shares of
      common stock and 10,000,000 shares of preferred stock. Any Business Combination
      affected by us may result in the issuance of additional securities without
      stockholder approval and may result in substantial dilution in the percentage
      of
      our common stock held by our then existing stockholders. Moreover, the common
      stock issued in any such transaction may be valued on an arbitrary or
      non-arm's-length basis by our management, resulting in an additional reduction
      in the percentage of common stock held by our then existing stockholders. Our
      board of directors has the power to issue any or all of such authorized but
      unissued shares without stockholder approval. To the extent that additional
      shares of common stock or preferred stock are issued in connection with a
      Business Combination or otherwise, dilution to the interests of our stockholders
      will occur and the rights of the holders of common stock might be materially
      adversely affected





***We
      have not conducted any market research or identification of business
      opportunities, which may affect our ability to identify a Target
      Business.***





We
      have
      neither conducted nor have others made available to us results of market
      research concerning prospective business opportunities. Therefore, we have
      no
      assurances that market demand exists for a Business Combination as contemplated
      by us. There is no assurance that we will be able to enter into a Business
      Combination on terms favorable to us. Decisions as to which business opportunity
      to participate in will be unilaterally made by our management, which, in many
      cases, may act without the consent, vote or approval of our
      stockholders.




12


***Our
      officers and directors will apportion their time to other businesses which
      may
      cause conflicts of interest in their determination as to how much time to devote
      to our affairs. This conflict of interest could have a negative impact on our
      ability to consummate a Business Combination.***





Our
      officers and directors engage in other businesses and are not required to devote
      their full time or any specific number of hours to our affairs, which could
      create a conflict of interest when allocating their time between our operations
      and their other commitments. We do not have and do not expect to have any full
      time employees prior to the consummation of a Business Combination. If our
      officers’ and directors’ other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a Business Combination. We cannot assure you that these conflicts
      will be resolved in our favor.





***Limitations
      on liability and indemnification matters.***





As
      permitted by the corporate laws of the State of Nevada, we have included in
      our
      Articles of Incorporation a provision to eliminate the personal liability of
      its
      directors for monetary damages for breach or alleged breach of their fiduciary
      duties as directors, subject to certain exceptions. In addition, our By-Laws
      provide that we are required to indemnify our officers and directors under
      certain circumstances, including those circumstances in which indemnification
      would otherwise be discretionary, and we will be required to advance expenses
      to
      our officers and directors as incurred in connection with proceedings against
      them for which they may be indemnified.





***There
      are significant restrictions on the transferability of the
      Shares.***





None
      of
      the outstanding shares of our common stock have been registered under the
      Securities Act of 1933 (“Securities Act”) or the securities laws of any state
      and may not be resold, transferred, pledged as collateral or otherwise disposed
      of unless such transaction is registered under the Securities Act or an
      exemption from registration is available. In connection with any transfer of
      shares of our common stock other than pursuant to an effective registration
      statement under the Securities Act, the Company may require the holder to
      provide to the Company an opinion of counsel to the effect that such transfer
      does not require registration of such transferred shares under the Securities
      Act. These restrictions will limit the ability of our stockholders to liquidate
      their investment.





***Holders
      may not be able to dispose of their common stock due to the absence of an
      established trading market.***





There
      is
      currently no public trading market for any of our securities. Accordingly,
      holders may not be able to sell the shares of common stock, investors should
      consider their liquidity needs and should be prepared to hold their shares
      for
      an indefinite period.





***We
      cannot assure you that following a Business Combination with an operating
      business, our common stock will be listed or admitted to quotation on any
      securities exchange or other trading medium.***





Following
      a Business Combination, then management may seek to develop a public market
      for
      our common stock. However, we cannot assure you that following such a
      transaction, we will be able to meet the initial listing standards of any stock
      exchange or that our common stock will be admitted for quotation on the over
      the
      counter bulletin board. If our common stock does not trade publicly, holders
      may
      not be able to sell common stock. Moreover, our common stock may be deemed
      to be
      a “penny stock” and subject to the SEC’s penny stock rule which provides that,
      if our common stock failed to meet the criteria set forth in such rule, brokers
      would be subject to various practice requirements which would limit the sale
      of
      our stock only to persons who were established customers and accredited
      investors. Consequently, such rule may deter broker-dealers from recommending
      or
      selling our common stock, which may further affect its liquidity. This would
      also make it more difficult for us to raise additional capital following a
      Business Combination.




13




***We
      have never paid dividends on our common stock.***





We
      have
      never paid dividends on our common stock and do not presently intend to pay
      any
      dividends in the foreseeable future. In the unlikely event we generated profits
      prior to a Business Combination, we expect to retain such earnings and re-invest
      them into the Company to further its business strategy.





***Authorization
      of Preferred Stock.***





Our
      Articles of Incorporation authorize the issuance of up to 10,000,000 shares
      of
      preferred stock with such designations, rights and preferences that may be
      determined from time to time by the board of directors. Accordingly, our board
      of directors is empowered, without stockholder approval, to issue preferred
      stock with dividend, liquidation, conversion, voting, or other rights which
      could adversely affect the voting power or other rights of the holders of the
      common stock. In the event of issuance, the preferred stock could be utilized,
      under certain circumstances, as a method of discouraging, delaying or preventing
      a change in control of the Company. Although we have no present intention to
      issue any shares of preferred stock, we cannot assure you that we will not
      do so
      in the future.





**Item
      1B. Unresolved Staff Comments.**





Not
      Applicable.





**Item
      2. Properties.**





We
      maintain our principal executive offices at 5357 Red Oak Drive, Coopersburg,
      Pennsylvania 18036, where our President maintains an office. We use this office
      space free of charge. We believe that this space is sufficient for our current
      requirements.





**Item
      3. Legal Proceedings.**





The
      Company presently is not a party to, nor is management aware of, any pending,
      legal proceedings.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of security holders during the fiscal year ended June
      30, 2008.




14


**PART
      II**





**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**





*Market
      Information*





As
      of
      September 23, 2008, there were three holders of record of 1,000,000 outstanding
      shares of our common stock.





Our
      common stock does not trade, nor is it admitted to quotation, on any stock
      exchange or other trading facility. Management has no present plan, proposal,
      arrangement or understanding with any person with regard to the development
      of a
      trading market in any of our securities. We cannot assure you that a trading
      market for our common stock will ever develop. We have not registered our class
      of common stock for resale under the blue sky laws of any state and current
      management does not anticipate doing so. The holders of shares of common stock,
      and persons who may desire to purchase shares of our common stock in any trading
      market that might develop in the future, should be aware that significant state
      blue sky law restrictions may exist which could limit the ability of
      stockholders to sell their shares and limit potential purchasers from acquiring
      our common stock.





We
      are
      not obligated by contract or otherwise to issue any securities and there are
      not
      outstanding any securities that are convertible into or exchangeable for shares
      of our common stock. All outstanding shares of our common stock are “restricted
      securities,” as that term is defined under Rule 144 promulgated under the
      Securities Act, because they were issued in a private transaction not involving
      a public offering. The outstanding shares of our common stock held by persons
      who are not officers, directors or promoters of the Company may not be resold
      or
      transferred unless they are registered the under the Securities Act or an
      exemption from the registration requirements of the Securities Act is available
      for such resale or transfer, such as Rule 144. As to shares of our common stock
      held by affiliates, including our officers and directors and their permitted
      transferees, t he
      Securities and Exchange Commission has taken the position that Rule 144 is
      not
      available for the resale of securities held by those persons, either before
      or
      after a Business Combination, despite technical compliance with the requirements
      of Rule 144 because those persons would be acting "underwriters" under the
      Securities Act when reselling their securities. Accordingly, resale transactions
      of shares held by our affiliates and their permitted transferees, would need
      to
      be made through an offering of such securities registered under the Securities
      Act. The Company has not granted registration rights to register the securities
      of any current security holder under the Securities Act.





Neither
      the Company nor its officers and directors have any present plan, proposal,
      arrangement, understanding or intention of selling any unissued or outstanding
      shares of common stock in the public market subsequent to a Business
      Combination. Nevertheless, in the event that a substantial number of shares
      of
      our common stock were to be sold in any public market that may develop for
      our
      securities subsequent to a Business Combination, such sales may adversely affect
      the price for the sale of the Company's common stock securities in any such
      trading market. We cannot predict what effect, if any, market sales of currently
      restricted shares of common stock or the availability of such shares for sale
      will have on the market prices prevailing from time to time, if any.





*Dividends.*





We
      have
      not paid any dividends on our common stock to date and do not presently intend
      to pay cash dividends prior to the consummation of a Business
      Combination.




15




The
      payment of any dividends subsequent to a Business Combination will be within
      the
      discretion of our then seated board of directors. Current management cannot
      predict the factors which any future board of directors would consider when
      determining whether or when to pay dividends.





*Recent
      Sales of Unregistered Securities.*





Since
      inception, the Company has issued and sold the following securities without
      the
      benefit of registration under the Securities Act of 1933, as
      amended:





Issuances
      Pursuant to Section 4(2) of the Securities Act:





On
      June
      11, 2007, the Company sold an aggregate of 1,000,000 shares of common stock
      to
      the persons identified in the table below in the denominations and for the
      purchase price set forth opposite their respective names. The Company sold
      the
      shares at the par value thereof or an aggregate price of $100 pursuant to the
      exemption from the registration provisions under the Securities Act afforded
      by
      Section 4(2) thereof.





Name
            
            No. of Shares
            
            Purchase PriceSusan
                D. Zachmann
            
            
            475,000
            
            $
            47.50Katherine
                J. Daniels
            
            
            475,000
            
            $
            47.50Barbara
                Deadwiley
            
            
            50,000
            
            $
            5.00





**Item
      6. Selected Financial Data.**





The
      information to be furnished under this Item 6 is not required of small reporting
      issuers.





**Item
      7. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





*General.*





We
      were
      formed to serve as a vehicle to acquire, through a merger, capital stock
      exchange, asset acquisition or other similar business combination, an operating
      or development stage business which desires to utilize our status as a reporting
      corporation under the Securities Exchange Act of 1934. We have neither engaged
      in any operations nor generated any revenues during the period ended June 30,
      2008. Our entire activity since inception has been to change our domicile from
      Delaware to Nevada, complete the registration of our class of common stock
      under
      the Exchange Act and to identify and investigate targets for an initial
      transaction.





We
      are
      currently in the process of evaluating and identifying targets for a Business
      Combination. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate a Business Combination.




16




Our
      management will have broad discretion in identifying and selecting a prospective
      Target Business. We have not established any specific attributes or criteria
      (financial or otherwise) for prospective Target Businesses. Neither of our
      officers and directors has ever served as an officer or director of a
      development stage public company with the business purpose of acquiring a Target
      Business. Accordingly, they may not successfully identify a Target Business
      or
      conclude a Business Combination. To the extent we affect a Business Combination
      with a financially unstable company or an entity in its early stage of
      development or growth, including entities without established records of sales
      or earnings, we may be affected by numerous risks inherent in the business
      and
      operations of financially unstable and early stage or potential emerging growth
      companies. If we consummate a Business Combination with a foreign entity, we
      will be subject to all of the risks attendant to foreign operations. Although
      our management will endeavor to evaluate the risks inherent in a particular
      Target Business, we cannot assure you that we will properly ascertain or assess
      all significant risk factors.





We
      expect
      that in connection with any Business Combination, we will issue a significant
      number of shares of our common stock (equal to at least 80% of the total number
      of shares outstanding after giving effect to the transaction, in order to ensure
      that Business Combination qualifies as a “tax free” transaction under federal
      tax laws). The issuance of additional shares of our capital stock:




·
            will
                significantly reduce the equity interest of our stockholders;
                and





·
            will
                cause a change in likely result in the resignation or removal of
                one or
                more of our present officers and
                directors.





Our
      management anticipates that the Company likely will be able to affect only
      one
      Business Combination, due primarily to our financial resources and the dilution
      of interest for present and prospective stockholders, which is likely to occur
      as a result of our management's plan to offer a controlling interest to a Target
      Business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against potential gains from another.





*Liquidity
      and Capital Resources.*





As
      of
      June 30, 2008, we had cash on hand of $16,184. We expect that our current cash
      reserve will be sufficient to cover our anticipated costs and expenses,
      including satisfying our reporting obligations under the Exchange Act,
      completing the identification and due diligence analysis of a Target Business
      and consummating a Business Combination. In the event we require additional
      cash
      for any purposes, we will rely on management to identify sources of or provide
      capital to cover such additional costs and expenses. If we are unable to
      identify sources of cash, we may have to discontinue our
      operations.





**Item
      7A. Quantitative and Qualitative Disclosures About Market
      Risk.**





The
      information to be furnished under this Item 7A is not required of small
      reporting issuers.




**Item
      8. Financial Statements and Supplementary Data.**




17


**AUDITED
        FINANCIAL STATEMENTS**
 
 **RED
        OAK CONCEPTS, INC.**
 **(A
        DEVELOPMENT STAGE COMPANT)**
 
 **JUNE
        30, 2008**
  
  F-1
 
 CONTENTS
 
  INDEPENDENT
                  AUDITOR’S REPORT
              F-3BALANCE
                  SHEET
              F-4STATEMENT
                  OF OPERATIONS
              F-5STATEMENT
                  OF CASH FLOWS
              F-6STATEMENT
                  OF STOCKHOLDERS’ ACCUMULATED DEFICIT
              F-7NOTES
                  TO FINANCIAL STATEMENTS
              F-8
 
  F-2
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Shareholders and Board Members
 
 Red
        Oak
        Concepts, Inc.
 
 I
        have
        audited the accompanying balance sheet of Red Oak Concepts, Inc.. ( A
        Development Stage Company) as of June 30, 2008 and the related statements
        of
        operations, stockholders’ deficit and comprehensive income, and cash flows for
        the period from July 01, 2007 to June 30, 2008
 
 These
        financial statements are the responsibility of the company’s management. My
        responsibility is to express an opinion on these financial statements based
        on
        my audit.
 
 I
        conducted my audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. 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. I believe that my audit provides a reasonable
        basis for my opinion.
 
 In
        my
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Red Oak Concepts, Inc. . (A
        Development Stage Company) as of June 30, 2008, and the results of its
        operations and its cash flows for the period from July 01, 2007 through June
        30,
        2008 in conformity with accounting principles generally accepted in the United
        States of America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note H to the financial statements,
        the Company is in the development stage, has suffered a loss, has a small
        net
        capital surplus and has yet to generate an internal cash flow. These factors
        raise substantial doubt about the Company’s ability to continue as a going
        concern. Management’s plans in regard to these matters are also described in
        Note E. The financial statements do not include any adjustments that might
        result from the outcome of this uncertainty.
 
 /s/
        Traci
        J. Anderson
 Traci
        J.
        Anderson, CPA
 Huntersville,
        North Carolina
 
 September
        15, 2008
  F-3
  **Red
        Oak Concepts, Inc.**
 **(A
        Development Stage Company)**
 **Balance
        Sheet**
 **As
                  of June 30, 2008**
  ASSETSCURRENT
                  ASSETSCash
              
              $
              16,184TOTAL
                  CURRENT ASSETS
              
              
              16,184TOTAL
                  ASSETS
              
              $
              16,184LIABILITIES
                  AND STOCKHOLDERS' DEFICITLIABILITIESNote
                  Payable to Related Party
              
              $
              29,900TOTAL
                  CURRENT LIABILITIES
              
              
              29,900TOTAL
                  LIABILITIES
              
              
              29,900STOCKHOLDERS'
                  DEFICITPreferred
                  stock ($0.0001 par value; 10,000,000 shares authorized; no shares
                  issued
                  or outstanding at June 30, 2008)
              
              
              -Common
                  stock ($0.0001 par value; 100,000,000 shares authorized; 1,000,000
                  issued
                  and outstanding at June 30, 2008)
              
              
              100Accumulated
                  Deficit
              
              
              (13,816
              )TOTAL
                  STOCKHOLDERS' DEFICIT
              
              
              (13,716
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              16,184
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-4
 
 **Red
        Oak Concepts, Inc.**
 **(A
        Development Stage Company)**
 **Statement
                  of Operations**
 
 For The
              
              CumulativeFor the
              
              Period from
              
              TotalsYear
              
              May 24, 2007
              
              SinceEnding
              
              to
              
              InceptionJune 30, 2008
              
              June 30, 2007
              
              May 24, 2007REVENUES:Income
              
              $
              -
              
              $
              -
              
              $
              -Total
                  Revenue
              
              
              -
              
              
              -
              
              
              -EXPENSES:Professional
                  Fees
              
              
              -
              
              
              9,000
              
              
              9,000Selling,
                  General, and Administrative
              
              
              2,424
              
              
              -
              
              
              2,424Total
                  Expenses From Operation
              
              
              2,424
              
              
              9,000
              
              
              11,424Interest
                  Expense
              
              
              2,392
              
              
              -
              
              
              2,392Loss
                  from Operations
              
              $
              (4,816
              )
              $
              (9,000
              )
              $
              (13,816
              )NET
                  LOSS
              
              $
              (4,816
              )
              $
              (9,000
              )
              $
              (13,816
              )Basic
                  and fully diluted net loss per common share:
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.01
              )Weighted
                  average common shares outstanding
              
              
              1,000,000
              
              
              1,000,000
              
              
              1,000,000
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5
 
 **Red
        Oak Concepts, Inc.**
 **(A
        Development Stage Company)**
 **Statement
                  of Cash Flows**
 
 For The
              
              CumulativeFor the
              
              Period from
              
              TotalsYear
              
              May 24, 2007
              
              SinceEnding
              
              to
              
              InceptionJune 30, 2008
              
              June 30, 2007
              
              May 24, 2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (4,816
              )
              $
              (9,000
              )
              $
              (13,816
              )Adjustments
                  to reconcile net (loss) to net cash used in operations:Changes
                  in Assets and Liabilities:
              
              
              (9,000
              )
              
              9,000
              
              
              -NET
                  CASH PROVIDED BY (USED IN)OPERATING
                  ACTIVITIES
              
              
              (13,816
              )
              
              -
              
              
              (13,816
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Note
                  Payable to Related Party
              
              
              -
              
              
              29,900
              
              
              29,900NET
                  CASH PROVIDED BY (USED IN)INVESTING
                  ACTIVITIES
              
              
              -
              
              
              29,900
              
              
              29,900CASH
                  FLOWS FROM FINANCING ACTIVITIES:Capital
                  Stock issued
              
              
              -
              
              
              100
              
              
              100NET
                  CASH PROVIDED BY (USED IN)FINANCING
                  ACTIVITIES
              
              
              -
              
              
              30,000
              
              
              30,000CASH
                  AND CASH EQUIVALENTS,BEGINNING
                  OF THE YEAR
              
              
              30,000
              
              
              -
              
              
              -END
                  OF THE YEAR
              
              $
              16,184
              
              $
              30,000
              
              $
              16,184SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWINFORMATION:Interest
              
              $
              2,392
              
              $
              -
              
              $
              2,392Taxes
              
              $
              -
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-6
 
 **Red
        Oak Concepts, Inc.**
 **(A
        Development Stage Company)**
 **Statement
        of Stockholders' Deficit**
 **For
                  the year ended June 30,
                  2008**
 
 Additional
              
              DeficitCommon Stock
              
              Preferred Stock
              
              Paid-in
              
              Accum-Shares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              ulatedBalances,
                  July 01, 2007
              
              
              1,000,000
              
              $
              100
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (9,000
              )Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,816
              )Capital
                  contributions
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                  of shares
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Balances,
                  June 30, 2008
              
              
              1,000,000
              
              $
              100
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              (13,816
              )
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-7
  RED
        OAK
        CONCEPTS, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 FOR
                    THE PERIOD ENDED JUNE 30,
                    2008
  **NOTE
        A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Business
        Activity- Red Oak
        Concepts, Inc. (“The Company”) was organized under the laws of the State of
        Delaware on May 24, 2007 as a corporation and merged with a Nevada corporation
        of the same name on October 10, 2007 and has a year end of June 30. The
        Company’s objective is to acquire or merge with a target business or company in
        a business combination.
 
 Basis
        of Presentation- The
        financial statements included herein were prepared under the accrual basis
        of
        accounting.
 
 Cash
        and Cash Equivalents- For
        purposes of the Statement of Cash Flows, the Company considers liquid
        investments with an original maturity of three months or less to be cash
        equivalents.
 
 Management’s
        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 the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        financial statements and the reported amounts of revenue and expenses during
        the
        reporting period. Actual results could differ from those estimates. The
        financial statements above reflect all of the costs of doing
        business.
 
 Revenue
        Recognition- The
        Company’s policy is to recognize income when it is earned.
 
 Comprehensive
        Income (Loss)- The
        Company adopted Financial Accounting Standards Board Statement of Financial
        Accounting Standards (SFAS) No. 130, *“Reporting
        Comprehensive Income”* which
        establishes standards for the reporting and display of comprehensive income
        and
        its components in the financial statements. There were no items of comprehensive
        income (loss) applicable to the Company during the period covered in the
        financial statements.
 
 Net
        Income per Common Share- Statement of Financial Accounting Standards (SFAS) No. 128 requires dual
        presentation of basic and diluted earnings per share (EPS) with a reconciliation
        of the numerator and denominator of the EPS computations. Basic earnings
        per
        share amounts are based on the weighted average shares of common stock
        outstanding. If applicable, diluted earnings per share would assume the
        conversion, exercise or issuance of all potential common stock instruments
        such
        as option, warrants and convertible securities, unless the effect is to reduce
        a
        loss or increase earnings per share. Accordingly, this presentation has been
        adopted for the period presented. There were no adjustments required to net
        income for the period presented in the computation of diluted earnings per
        share.
 
 Deferred
        Taxes- Income
        taxes are provided in accordance with Statement of Financial Accounting
        Standards (SFAS) No. 109, *“Accounting
        for Income Taxes”* .
        A
        deferred tax asset or liability is recorded for all temporary differences
        between financial and tax reporting and net operating loss-carry
        forwards.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that some portion or all of the deferred
        tax asset will not be realized. Deferred tax assets and liabilities are adjusted
        for the effect of changes in tax laws and rates on the date of
        enactment.
  F-8
  RED
        OAK
        CONCEPTS, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 FOR
                    THE PERIOD ENDED JUNE 30,
                    2008
  Fair
        Value of Financial Instruments- The
        carrying amounts reported in the balance sheet for cash, accounts receivable
        and
        payable approximate fair value based on the short-term maturity of these
        instruments.
 
 Accounts
        Receivable- Accounts
        deemed uncollectible are written off in the year they become uncollectible.
        As
        of June 30, 2008, the balance in Accounts Receivable was $0.
 
 Impairment
        of Long-Lived Assets -
        The
        Company evaluates the recoverability of its fixed assets and other assets
        in
        accordance with Statement of Financial Accounting Standards (SFAS) No. 144, *“Accounting
        for the Impairment or Disposal of Long-Lived Assets”* .
        SFAS
        144 requires recognition of impairment of long-lived assets in the event
        the net
        book value of such assets exceeds its expected cash flows. If so, it is
        considered to be impaired and is written down to fair value, which is determined
        based on either discounted future cash flows or appraised values. The Company
        adopted the statement on inception. No impairments of these types of assets
        were
        recognized during the period ended June 30, 2008.
 
 Stock-Based
        Compensation -
        The
        Company accounts for stock-based compensation using the fair value method
        of
        Statement of Financial Accounting Standards (SFAS) No. 123R. This statement
        requires a public entity to measure the cost of employee services received
        in
        exchange for an award of equity instruments based on the grant-date fair
        value
        of the award (with limited exceptions). That cost will be recognized over
        the
        period during which an employee is required to provide service in exchange
        for
        the award- the requisite service period (usually the vesting period). No
        compensation cost is recognized for equity instruments for which employees
        do
        not render the requisite service.
 
 Fair
        Value for Financial Assets and Financial Liabilities- The
        Company has adopted Statement of Financial Accounting Standards (SFAS) No.
        159, *“The
        Fair Value for Financial Assets and Financial Liabilities- Including an
        Amendment of FASB Statement No. 115”* .
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at value. The objective is to improve financial reporting
        by
        providing entities with the opportunity to mitigate volatility in reporting
        earnings caused by measuring related assets and liabilities differently without
        having to apply complex hedge accounting provisions. This is expected to
        expand
        the use of fair value measurement, which is consistent with the Board’s
        long-term measurement objectives for accounting for financial instruments.
        No
        such assets or liabilities were recognized during the period ending June
        30,
        2008.
 
 Recent
        Accounting Pronouncements-
 **Statement
        of Financial Accounting Standards (SFAS) No. 141** ***,”Business
        Combinations”*** :
        In
        December, 2007, the Board revised this Statement with the objective to improve
        relevance, representational faithfulness, and comparability of the information
        that a reporting entity provides in its financial reports about a business
        combination and its effects. The statement establishes principles and
        requirements for how the acquirer:
 a.
              recognizes
                  and measures in its financial statements the identifiable assets
                  acquired,
                  the liabilitiesassumed,
                  and any non-controlling interest in the acquiree,
 b.
              recognizes
                  and measures the goodwill acquired in the business combination
                  or a gain
                  from a bargainpurchase,
 and
 c.
              determines
                  what information to disclose to enable users of the financial statements
                  to evaluate the natureand
                  financial effects of the business
                  combination.
  F-9
  RED
        OAK
        CONCEPTS, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 FOR
                    THE PERIOD ENDED JUNE 30,
                    2008
  **NOTE
        A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED** **)**
 This
        Statement is effective for business combinations for which the acquisition
        date
        is on or after the beginning of the first annual reporting period beginning
        on
        or after December 15, 2008. The adoption of this Standard is not expected
        to
        have a material effect on the Company’s results of operations or financial
        position.
 **Statement
        of Financial Accounting Standards (SFAS) No. 160,** ***”Noncontrolling
        Interests in Consolidated Financial Statements- an Amendment of ARB No.
        51”*** :
        In
        December, 2007, the Board issued this Statement with the objective of improving
        the relevance, comparability, and transparency of the financial information
        that
        a reporting entity provides in its consolidated financial statements by
        establishing accounting and reporting standards that require:
 a.
              the
                  ownership interests in subsidiaries held by parties other than
                  the parent
                  be clearly identified, labeled, and presented in the consolidated
                  statement of financial position within equity, but separate from
                  the
                  parent’s equity,
 b.
              the
                  amount of consolidated net income attributable to the parent and
                  to the
                  non-controlling interest be clearly identified and presented on
                  the face
                  of the consolidated statement of
                  income.,
 c.
              changes
                  in a parent’s ownership interest while the parent retains its controlling
                  financial interest in its subsidiary are accounted for
                  consistently,
 d.
              the
                  gain or loss on the deconsolidation of the subsidiary is measured
                  using
                  the fair value of any non-controlling equity investment rather
                  than the
                  carrying amount of that retained
                  investment
 and
 e.
              entities
                  provide sufficient disclosures that clearly identify and distinguish
                  between the interest of the parent and the interests of the
                  non-controlling owners.
 This
        Statement is effective for annual periods beginning after December 15, 2008.
        The
        adoption of this standard is not expected to have a material effect on the
        Company’s operations or financial position.
 **Statement
        of Financial Accounting Standards (SFAS) No. 161,** ***”Disclosures
        about Derivative Instruments and Hedging Activities-an Amendment of FASB
        Statement No.133”*** :In
        March, 2008, The Board issued this Statement which requires enhanced disclosures
        about an entity’s derivative and hedging activities and thereby improves the
        transparency of financial reporting. This Statement changes the disclosure
        requirements for derivative instruments and hedging activities. Entities
        are
        required to enhance disclosures about:
 a.
              how
                  and why an entity uses derivative
                  instruments,
 b.
              how
                  derivative instruments and related hedged items are accounted for
                  under
                  Statement 133 and its related
                  interpretations,
 and
 c.
              how
                  derivative instruments and related hedged items effect an entity’s
                  financial position, financial performance and cash
                  flows.
 This
        Statement is effective for financial statements issued for fiscal years and
        interim periods beginning after November 15, 2008. It encourages, but does
        not
        require, comparative disclosures for earlier periods at initial adoption.
        The
        adoption of this standard is not expected to have a material effect on the
        Company’s results of operations or financial position.
 
 **NOTE
        B-SUPPLEMENTAL CASH FLOW INFORMATION**
 
 Supplemental
        disclosures of cash flow information for the year ended June 30, 2008 is
        summarized as follows:
  F-10
  RED
        OAK
        CONCEPTS, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 FOR
                    THE PERIOD ENDED JUNE 30,
                    2008
  Cash
        paid
        during the year ended June 30, 2008 for interest and income taxes:
 
 Income
                  taxes
              
              $
              NONEInterest
              
              $
              2,392
  **NOTE
        C-SEGMENT REPORTING**
 
 In
        June,
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards (SFAS) No. 131, *”Disclosures
        About Segments of an Enterprises and Related Information”* .
        This
        Statement requires companies to report information about operating segments
        in
        interim and annual financial statements. It also requires segment disclosures
        about products and services, geographic areas, and major customers. The Company
        determined that it did not have any separately reportable operating segments
        as
        of June 30, 2008.
 
 **NOTE
        D-INCOME TAXES**
 
 Due
        to
        the operating loss and the inability to recognize an income tax benefit there
        is
        no provision for current or deferred federal or state income taxes for the
        period from July 01, 2007 through June 30, 2008.
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amount used for federal and state income tax purposes.
 
 The
        Company’s total deferred tax asset, calculated using federal and state effective
        tax rates, as of June 30, 2008 is as follows:
 
 Total
                  Deferred Tax Assets
              
              $
              (4,697
              )Valuation
                  Allowance
              
              
              4,697Net
                  Deferred Tax Asset
              
              $
              NONE
  The
        reconciliation of income taxes computed at the federal statutory income tax
        rate
        to total income taxes for the period from inception through June30, 2008
        is as
        follows:
 
 Income
                  tax computed at the federal statutory rate
              
              
              34.0
              %State
                  income tax, net of federal benefit
              
              
              0.0
              %Total
              
              
              34.0
              %Valuation
                  allowance
              
              
              -34.0
              %Total
                  deferred tax asset
              
              
              0.0
              %
 
 Because
        of the Company’s lack of earnings history, the deferred tax asset has been fully
        offset by a valuation allowance. The valuation allowance increased (decreased)
        by approximately $ 4,697.
 
 As
        of
        June 30, 2008, the Company had a federal and state net operating loss carry
        forward in the amount of approximately $ 4,697, which expires in the year
        ending
        June 30, 2028.
  F-11
  RED
        OAK
        CONCEPTS, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 FOR
                    THE PERIOD ENDED JUNE 30,
                    2008
  **NOTE
        E-GOING CONCERN**
 
 As
        shown
        in the accompanying audited financial statements, the Company has suffered
        a
        loss from operations to date. It has experienced a loss of $13,816 since
        inception and has a small working capital. These factors raise substantial
        doubt
        about the Company’s ability to continue as a going concern. Management’s
        plans in regard to this matter are to raise equity capital and seek strategic
        relationships and alliances in order to increase sales in an effort to generate
        positive cash flow. Additionally, the Company must continue to rely upon
        equity
        infusions from investors in order to improve liquidity and sustain operations.
        The financial statements do not include any adjustments that might result
        from
        the outcome of this uncertainty.
 
 **NOTE
        F-COMMITMENTS**
 
 As
        of
        June 30, 2008, the Company had no commitments.
 
 **NOTE
        G-CAPITAL STOCK**
 
 The
        Company is authorized to issue 100,000,000 common shares at $0.0001 par value,
        per share.
 During
        the period from July 01, 2007 through June 30, 2008, the company issued no
        stock, but had previously issue to the following:
 
 Susan
                  Zachmann
              
              
              475,000Katherine
                  Daniels
              
              
              475,000Barbara
                  Deadwiley
              
              
              50,000Total
              
              
              1,000,000
  The
        Company is authorized to issue 10,000,000 preferred shares at $0.0001 per
        share.
 During
        the period from July 01, 2007 through June 30, 2008, the company issued no
        preferred stock.
 
 **NOTE
        H-DEVELOPMENT STAGE COMPANY**
 
 The
        Company is in the development stage as of June 30, 2008 and to date has had
        no
        significant operations. Recovery of the Company assets is dependent on future
        events, the outcome of which is indeterminable. In addition, successful
        completion of the Company’s development program and its transition, ultimately,
        to attaining profitable operations is dependent upon obtaining adequate
        financing to fulfill its development activities and achieving a level of
        sales
        adequate to support the Company’s cost structure.
 
 **NOTE
        I- LOANS FROM RELATED PARTY**
 
 Note
        Payable to Related Party & Accrued Interest
 
 Loans
        were obtained on June 18, 2007 from Sue Zachmann and Katherine Daniels,
        directors. The loans are for $14,950, each, and bear interest at 8% per annum
        on
        demand. The interest
 paid
        for
        this period is $2,392.
  F-12


**Item
      9. Changes in and Disagreements With Accountants on Accounting and Financial
      Disclosure.**





There
      are
      not and have not been any disagreements between the Company and our independent
      accountants on any matter of accounting principles, practices or financial
      statement disclosure.





**Item
      9A. Controls and Procedures.**





Not
      applicable.





**Item
      9A(T). Controls and Procedures.**





*Effectiveness
      of Disclosure*





Our
      management evaluated the effectiveness of our disclosure controls and procedures
      as of June 30, 2008 as defined in Rules 13a-15(e) and 15d-15(e) under the
      Securities Exchange Act of 1934, as amended, or the Exchange Act. Our management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving their objectives
      and management necessarily applies its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Based on the evaluation of
      our
      disclosure controls and procedures as of June 30, 2008, our Chief Executive
      Officer, who also is our principal financial officer, concluded that, as of
      such
      date, our disclosure controls and procedures were effective to assure that
      information required to be declared by us in reports that we file or submit
      under the Exchange Act is (1) recorded, processed, summarized, and reported
      within the periods specified in the SEC’s rules and forms and (2) accumulated
      and communicated to our management, including our principal executive
      officer/principal financial officer, as appropriate, to allow timely decisions
      regarding required disclosure.





*Changes
      in Internal Control over Financial Reporting*





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act Rules
      13a-15(f). Under the supervision and with the participation of management,
      including our principal executive officer, who is our also our principle
      financial officer, we conducted an evaluation of the effectiveness of our
      internal control over financial. Based on our evaluation, our management
      concluded that our internal control over financial reporting was effective
      as of
      June 30, 2008.





This
      annual report does not include a report of management's assessment regarding
      internal control over financial reporting or an attestation report of the
      Company's registered public accounting firm due to a transition period
      established by rules of the Securities and Exchange Commission for newly public
      companies.





There
      was
      no change in our internal control over financial reporting during our fourth
      fiscal quarter ended June 30, 2008 that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
      9B. Other Information.**





None.




18




**PART
      III**





**Item
      10. Directors, Executive Officers and Corporate
      Governance.**





The
      following table sets forth our officers and directors as of September 23,
      2008:





Name
            
            Age
            
            TitleSusan
                D. Zachmann
            
            46
            
            President
                and DirectorKatherine
                J. Daniels
            
            47
            
            Secretary
                and DirectorBarbara
                Deadwiley
            
            62
            
            DirectorGeorge
                J Zachmann, Jr.
            
            73
            
            Director





Susan
      Zachmann has been the president and a member of the board of directors since
      the
      Company’s inception. Ms. Zachmann’s career path has afforded her experience in a
      wide range of commercial disciplines, including business planning, strategy
      development, project management, product management, product commercialization,
      budget/cost control, marketing communications, marketing research and sales
      support. In January 2008, Ms. Zachmann formed a partnership with Katherine
      J
      Daniels to develop a new business, Mobile Imaging Services, LLC, a Digicom
      Specialties franchise. The business provides mobile ultrasound services to
      physician practices. In this business, Ms. Zachmann is a managing member
      responsible for all financial functions, legal issues, human resource functions
      and other back office activities. Since 2003, she has been employed in multiple
      capacities by Air Products and Chemicals, Inc., a diversified company that
      serves technology, energy, industrial and healthcare customers globally with
      a
      portfolio of products, services and solutions that include atmospheric gases,
      process and specialty gases, performance materials, equipment and services.
      Currently she serves as a Business Development Manager for a start-up business
      in the energy sector, a position she has held since 2007, where she is
      responsible for development of the business model and associated business plan;
      identification of external technologies and oversight of external partner
      relationships; product management and marketing; development of channels to
      market and oversight of ensuing relationships; selection of and negotiation
      with
      manufacturing companies. From 2006 to 2007, she served as Marketing Manager,
      Energy Portfolio New Offering Development, where she was responsible for the
      creation and management of offering pipeline and portfolio; identification,
      qualification, prioritization and development of new offering concepts; was
      the
      liaison to the corporate development group for development of new offerings
      and
      venture investments; and participated in the development and management of
      knowledge management systems, processes and tools. From 2004 to 2006 she served
      as a Data Quality Manager and Business Lead, Material Master, where she directed
      all data activities and fifty data providers in SAP implementation for a
      division with $200 million sales revenue and was accountable for planning,
      loading, coordinating, validating and verifying business data development and
      financial data. She also has served as a Business Manager (2001 to 2004) and
      Product Manager (1998 to 2001) at Air Products (1 year) and at Ashland Inc,
      (who
      sold the business to Air Products), where she was responsible for worldwide
      profit and loss and budget oversight; product management; forecasting; strategy
      development and implementation; regional business plans; competitive
      intelligence; and for monitoring market trends; reporting market share data
      and
      providing analysis.




19




Katherine
      J. Daniels has been the secretary and a member of the board of directors of
      the
      Company since inception. In January 2008, Ms. Daniels formed a partnership
      with
      Ms. Zachmann to develop a new business, Mobile Imaging Services, LLC, a Digicom
      Specialties franchise. The business provides mobile ultrasound services to
      physician practices. In this business, Ms. Daniels is a managing member
      responsible for all sales and marketing activities; all interface with corporate
      personnel and other franchisees. In addition, her other responsibilities include
      managing sales representatives and technicians; recruiting employees; preparing
      documentation; and training clients on related software. Ms. Daniels became
      a
      full time managing member in May, 2008. From 1996 to 2008, Ms. Daniels had
      been
      employed by Lucent Technologies and its successor Alcatel Lucent, where she
      has
      gained experience in the areas of sales support, proposal management, pricing
      and profitability, product portfolio management, project marketing, partnership
      development, market research/forecasting, business planning, order and sales
      forecasting, sales analysis and reporting, among other things. From 2001 to
      2008, she had served as a Solutions Consultant, providing technical sales
      support to service providers and sales teams in the communications market.
      During 2000 and 2001, she managed the Solutions Delivery Department which was
      responsible for providing technical pre-sales support for the qualification,
      specification and proposal of messaging and Intelligent Network (IN) custom
      solutions for service provider networks.





Barbara
      Deadwiley has been a member of the board of directors of the Company since
      inception. Since 1997 she has engaged in asset management and has accumulated
      significant experience evaluating and analyzing investments and portfolio
      management. Since 2005, Ms. Deadwiley has engaged in asset management for her
      own account. From 1997 to 2005 she was employed by International Collectors
      Association as a senior broker. Ms. Deadwiley is an officer and director of
      Pretoria Resources Two, Inc., a shell company, the class of common stock of
      which is registered under the Securities Exchange Act of 1934 but which does
      not
      trade in any market.





George
      J.
      Zachmann, Jr. has been a member of the board of directors of the Company since
      inception. The preponderance of Mr. Zachmann’s professional career has been
      spent as an engineer with an emphasis on project management. From 1993 to 2000,
      he was the co-owner and corporate secretary for Brandywine Coffee & Tea
      Company, a specialty retail company. During 1992 and 1993, Mr. Zachmann was
      a
      Project Manager for BE&K, an engineering, construction and maintenance
      company that services clients in a variety of markets throughout the United
      States, where he continued the project work he commenced during his tenure
      with
      Dupont. From 1959 through 1991, he held several positions with E.I. DuPont
      de
      Nemours and Company, primarily as a project engineer and was responsible for
      all
      aspects of project development, which encompassed client relationships, general
      oversight of projects, including scheduling and budgeting, client design reviews
      and monthly management meetings.  He was responsible for oversight of major
      design contractors including Fluor-Daniel in the US and the Netherlands, and
      Dalym in Korea, where DuPont was the first US company to build a plant in the
      late 1980s.





Susan
      Zachmann and George Zachmann, Jr. are married. Ms. Zachmann and Katherine
      Daniels are sisters.





*Prior
      Shell Company Experience*





As
      indicated below, Barbara Deadwiley, one of our directors and stockholders,
      serves as an officer and director and owns shares of capital stock of another
      shell company identified in the following table:




20




Name
            
            Effective
              Date
              Registration
              Statement
            
            Operating Status
            
            SEC
              File
              Number
            
            Pending
              Business
              Combination
            
            Additional
              InformationPretoria
                Resources Two, Inc.
            
            January
                18,
              2008
            
            Reporting
                under Exchange Act and seeking business combination
            
            0-52901
            
            None
            
            Ms.
                Deadwiley serves as the president, secretary and the sole director
                of this
                entity and owns 10% of the corporation’s outstanding
                stock.





Conflicts
      of Interest.





Our
      officers and directors may become involved in the future with other companies
      that have a business purpose similar to our. In such case, potential investors
      should be aware of the following potential conflicts of interest:





·
            Our
                officers and directors are not required to nor will they commit their
                full
                time to our affairs and, accordingly, they may have conflicts of
                interest
                in allocating management time among various business activities.





·
            In
                the course of their other business activities, our officers and directors
                may become aware of business opportunities which may be appropriate
                for
                presentation to us as well as for other shell companies with which
                they
                are affiliated, which would result in a conflict of interest in
                determining to which shell company a particular business opportunity
                should be presented.





·
            Our
                officers and directors may in the future become affiliated with entities,
                including other shell companies, engaged in business activities similar
                to
                those intended to be conducted by us.





In
      general, officers and directors of a corporation incorporated under the laws
      of
      the State of Nevada are required to present business opportunities to a
      corporation if:





·
            the
                corporation could financially undertake the opportunity;





·
            the
                opportunity is within the corporation's line of business; and





·
            it
                would not be fair to the corporation and its stockholders for the
                opportunity not to be brought to the attention of the corporation.





Accordingly,
      as a result of multiple business affiliations, our officers and directors may
      have similar legal obligations with respect to presenting business opportunities
      meeting the above-listed criteria to multiple entities. In addition, conflicts
      of interest may arise when our board evaluates a particular business opportunity
      with respect to the above-listed criteria. We cannot assure you that any
      conflicts that may arise will be resolved in our favor. Under Nevada law and
      our
      articles of incorporation, our board of directors has the power to renounce
      in
      advance, our interest or expectancy in specified business opportunities or
      specified classes or categories of business opportunities that are presented
      to
      us or to any of our officers, directors or stockholders and may from time to
      time do. Neither our Company nor the other public shell company with which
      our
      officer and director is affiliated has adopted any policy with respect to
      resolving any conflict of interest that may arise between the companies and
      it
      is possible that any conflict may not be resolved in our favor.




21


*Section
      16 Compliance*





Section
      16(a) of the Securities Exchange Act of 1934 requires our officers and
      directors, and persons who own more than 10% of a registered class of our equity
      securities, to file reports of ownership and changes in ownership with the
      Securities and Exchange Commission. Officers, directors and greater than 10%
      beneficial owners are required to furnish us with copies of all forms they
      file
      pursuant to Section 16(a).





Based
        solely on a review of the copies of such reports furnished to us and written
        representations from reporting persons that no other reports were required,
        to
        our knowledge, all such persons complied with all of the Section 16(a) filing
        requirements applicable to them with respect to 2008, except that the annual
        statements to report changes in beneficial ownership on Form 5 for each person
        required to file such report in connection with their affiliation with the
        Company and the report of initial statement of beneficial ownership on Form
        3 to
        have been filed by Barbara Deadwiley, were filed late. None of the required
        reports that were filed late included information as to any transaction
        reportable under Section 16, except that the form 3 filed late by Barbara
        Deadwiley would have shown her ownership of 50,000 shares of common stock
        issued
        upon the organization of the Company.




*Code
      of Ethics.*





The
      Company has not adopted a code of ethics. Given the nature of the Company’s
      business, its limited stockholder base and current composition of management,
      the board of directors does not believe that the Company requires a code of
      ethics at this time. The board of directors takes the position that management
      of a Target Business will adopt a code of ethics that will be suitable for
      its
      operations after the Company consummates a Business Combination.





*Audit
      Committee.*





The
      board
      of directors has not established an audit committee nor adopted an audit
      committee charter, rather, the entire board of directors serves the functions
      of
      an audit committee. Given the nature of the Company’s business, its limited
      stockholder base and current composition of management, the board of directors
      does not believe that the Company requires an audit committee at this time.
      The
      board of directors takes the position that management of a Target Business
      will
      establish an audit committee and adopt an audit committee charter that will
      be
      suitable for its operations after the Company consummates a Business
      Combination.





*Stockholder
      Communications.*





The
      board
      of directors has not adopted a process for security holders to send
      communications to the board of directors. Given the nature of the Company’s
      business, its limited stockholder base and current composition of management,
      the board of directors does not believe that the Company requires a process
      for
      security holders to send communications to the board of directors at this time.
      The board of directors takes the position that management of a Target Business
      will establish such a process that will be appropriate for its operations after
      the Company consummates a Business Combination.





**Item
      11. Executive Compensation.**





The
      Company has not paid any cash compensation to any person since inception and
      will not pay any compensation until it affects a Business Combination, at which
      time compensation shall be in the discretion of then current management. Current
      management expects to devote only such time to the affairs of the Company as
      required to affect the Company’s business plan.




22




The
      Company has not adopted any retirement, pension, profit sharing, stock option
      or
      insurance programs or other similar programs for the benefit of its
      employees.





The
      Company does not have a compensation committee. Given the nature of the
      Company’s business, its limited stockholder base and the current composition of
      management, the board of directors does not believe that the Company requires
      a
      compensation committee at this time. The board of directors takes the position
      that management of a Target Business will take such action to establish and
      seat
      a compensation committee that will be suitable for its operations at such time
      as the Company consummates a Business Combination, if ever.





**Item
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





*Security
      Ownership of Certain Beneficial Owners and Management.*





The
      following table sets forth, as of September 23, 2008, the number of shares
      of
      common stock owned of record and beneficially by (i) each executive officer,
      director and person who holds 5% or more of the outstanding common stock of
      the
      Company and (ii) the number of shares held by all executive officers and
      directors as a group.





The
      applicable percentage of ownership is based on 1,000,000 shares outstanding
      as
      of September 23, 2008.





Name of
              Beneficial Owner (1)
            
            Amount of
              Beneficial Ownership
            
            Percent of Outstanding
              Shares of Class OwnedSue
                Zachmann
            
            
            475,000
            
            
            47.5
            %Kathy
                Daniels
            
            
            475,000
            
            
            47.5
            %Barbara
                Deadwiley
            
            
            50,000
            
            
            5
            %George
                J Zachmann, Jr.
            
            
            -0-
            
            
            -0-All
                officers and directors as a group (4 persons)
            
            
            1,000,000
            
            
            100
            %




(1)
      The
      address for each individual named in the table is c/o the Company.





*Compensation
      Plans.*





We
      have
      not adopted any compensation plans for the benefit of our employees,
      representatives or consultants. The Company does not have outstanding any
      options, warrants or other rights outstanding that entitle anyone to acquire
      shares of capital stock.




23


**Item
      13. Certain Relationships and Related Transactions, and Director Independence.**





*Related
      Party Transactions.*




The
      Company utilizes office space provided free of charge by Ms. Zachmann. The
      Company will continue to maintain its offices at this location until the
      consummation of a Business Combination, if ever.





*Director
      Independence.*





The
      Company has not established its own definition for determining whether its
      directors and nominees for directors are “independent” nor has it adopted any
      other standard of independence employed by any national securities exchange
      or
      inter-dealer quotation system.





Current
      management cannot predict whether incoming management of a Target Business
      upon
      the consummation of a Business Combination, if such transaction occurs, will
      adopt a definition of “independence” or establish any committees of the board,
      such as an audit committee, a compensation committee or nominating
      committee.





**Item
      14. Principal Accounting Fees and Services.**





AUDIT
      FEES. The aggregate fees billed for professional services rendered by Traci
      J.
      Anderson, CPA  for
      the
      audits of the Company's annual financial statements for the fiscal year ending
      on June 30, 2008 and the reviews of the financial statements included in the
      Company's Quarterly Reports on Form 10-QSB for the fiscal year were $2,000.





AUDIT-RELATED
      FEES. The aggregate fees billed by Traci J. Anderson, CPA  for
      audit-related services rendered for the Company for the 2008 fiscal year were
      $0. Audit-related fees generally include fees in support of the Company's filing
      of registration statements with the SEC and similar matters.





TAX
      FEES.
      The aggregate fees billed by Traci J. Anderson, CPA  for
      tax-related services rendered for the Company for the 2008 fiscal year were
      $0.
      The tax-related services were all in the nature of tax compliance and tax
      planning.





ALL
      OTHER
      FEES. The aggregate fees billed for services rendered to the Company by Traci
      J.
      Anderson, CPA, other than the audit services, audit-related services, and tax
      services, were $0 for the 2008 fiscal year.





PRE-APPROVAL
      POLICY. The
      Company has not established an audit committee nor adopted an audit committee
      charter. Rather, it is the responsibility of the entire board of directors
      to
      serve the functions of an audit committee and to pre-approve all audit and
      permitted non-audit services to be performed by the independent auditors, such
      approval to take place in advance of such services when required by law,
      regulation, or rule, subject to the de minimis exceptions for non-audit services
      described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934 that
      are approved by the board prior to completion of the audit.




24





**PART
      IV**





**Item
      15. Exhibits, Financial Statement Schedules.**





(a)  Financial
      Statements





The
      following financial statements are filed as part of this report:





The
      financial statements of Red Oak Concepts, Inc. and the report of independent
      registered public accounting firm thereon are set forth under Part II,
      Item 8 of this report.





Balance
      Sheet as of June 30, 2008.





Statement
      of Income for the period from inception through June 30, 2008.




Statement
      of Changes in Stockholders’ Equity for the period from inception through June
      30, 2008.





Statement
      of Cash Flows for the period from inception through June 30, 2008.





Notes
      to
      Financial Statements.





(b)  Exhibits.





The
      following are filed as exhibits to this report:





Exhibit No.
            
            Description31.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities
                and
                Exchange Act of 1934, as Amended.32.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.




25


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the Registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized on September 23, 2008.





RED
                OAK CONCEPTS, INC.By:
            /s/
                Susan D. ZachmannSusan
                D. Zachmann





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities indicated on September 23, 2008.





Signature
            
            Title/s/
                Susan D. Zachmann
            
            President,
                Principal Executive Officer, Principal Financial
                OfficerSusan
                D. Zachmann
            
            and
                Director/s/
                Katherine J. Daniels
            
            Secretary
                and DirectorKatherine
                J. Daniels/s/
                Barbara Deadwiley
            
            DirectorBarbara
                Deadwiley/s/
                George J Zachmann, Jr.
            
            DirectorGeorge
                J. Zachmann, Jr.




26