UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K/1
 (Amendment
No. 1)
 (Mark
One)
 x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
fiscal year ended: December
31, 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 number: 000-52769
 
 VINYL PRODUCT,
INC.
 (Name of
Small Business Issuer in its charter)
 
 Nevada
                26-0295367(State
      or other jurisdiction of Identification No.)
                (I.R.S.
      Employer incorporation or
organization)
 
 2210 South Ritchey Street, Santa Ana,
      California
                92705(Address
      of principal executive offices)
                (Zip
      Code)
 
 Registrant’s
telephone number, including area code: (714)
210-8888
 
 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.
  ̈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 Exchange Act.
  ̈ 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    ̈  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    ̈  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    ̈
                Accelerated
      filer      ̈Non-accelerated
      filer      ̈
                Smaller
      reporting company     x
 (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 Exchange Act).
  ̈Yes x  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.
  ̈  Yes    ̈  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 March 30, 2009 there were 22,263,200
shares of common stock outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 None
  
  EXPLANATORY
NOTE
  In this
Amendment to Annual Report on Form 10-K (this “Form 10K/A”), we refer to Vinyl
Products, Inc., a Nevada corporation, as “we,” “us,” “our” or “our
company.”
  We are
filing this Amendment No. 1 on Form 10-K/A ("Amendment") to our Annual Report on
Form 10-K for the year ended December 31, 2008 as filed with the Securities and
Exchange Commission (the “SEC”) on March 31, 2009 (the “Original Filing”)
to:
 
 ·
              restate
      our audited consolidated financial statements for the years ended
      December 31, 2008 and 2007 previously included in the Original Filing
      (the "Original 2007/2008 Financial
Statements");
 
 ·
              reclassify
      certain financial information included in the Original 2007/2008 Financial
      Statements;
 
 ·
              amend
      Item 7. Management's Discussion and Analysis of Financial Condition and
      Results of Operations; and
 
 ·
              amend
      Item 9A. Controls and Procedures.
 
 Restatement.     In
November 2009, management concluded that the previously issued financial
statements contained in the Original Filing and in our quarterly reports on Form
10-Q for the quarters ended March 31, 2009 and June 30, 2009
should no longer be relied upon because of the error in those financial
statements relating to our computation of the amount of federal and state income
tax owed which caused us to understate the amount of our tax liability by
approximately $30,000.  Management recommended to our board of
directors that we restate the Original 2007/2008 Financial Statements to report
the accurate amount of our liability for federal and state corporate income
taxes and make the necessary accounting corrections and
adjustments.  The board of directors adopted these recommendations on
November 10, 2009.
 
 The
restatement of the Original 2007/2008 Financial Statements affected individual
components of our audited Consolidated Balance Sheet and Consolidated Statement
of Operations for the year ended December 31, 2008.  The restatement had no
effect on the Consolidated Statement of Cash Flows nor did it have an affect on
reported net earnings per share for that period.  The audited
consolidated financial statements for the 2007 fiscal year were not affected in
any way.  The Company has added a restatement footnote as "Note L" to
the financial statements filed herewith, titled "Reclassification and
Restatement."
 
 Reclassification.     
By letter dated April 22, 2009, the staff of the SEC provided us with comments
to a filing we made in which it alerted us to the fact that we may not have
classified certain expenses in the Original 2007/2008 Financial Statements in
accordance with generally accepted accounting principles. Specifically, in the
Original 2007/2008 Financial Statements, we had included credit card fees and
financing discounts as an "interest expense" (a line item in our consolidated
Statement of Operations) when such expenses were more properly classified under
generally accepted accounting principles as selling, general and administrative
expenses.  In October 2009, the board of directors, upon the
recommendation of management, resolved to amend the Original 2007/2008 Financial
Statements to reclassify credit card fees and financing discounts as selling,
general and administrative expenses.
 
 The
reclassification of the Original 2007/2008 Financial Statements affected
individual components of our Consolidated Statements of Operations for each of
the years in the two-year period ended December 31, 2008.  This
reclassification did not result in any change to our reported Consolidated
Balance Sheets as of December 31, 2008 and 2007 or the Consolidated Statements
of Cash Flows for either of the years in the two-year period ended December 31,
2008 and had no effect on the reported consolidated net income or net earnings
per share for either period (thought it did affect net operating income and net
other income in each of 2007 and 2008 periods).  The Company has added
a reclassification footnote as "Note L" to the financial statements filed
herewith, titled "Reclassification and Restatement."
 
 As a result of the reclassification and
restatement, we are filing concurrent herewith an amendment to each of our
Quarterly Reports on Form 10-Q for the periods ended March 31, 2009 and June 30,
2009..
 
 
  Amendment of Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.  We are revising the data and information
under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Item 7 of Part II of this report accordingly to
reflect the effects of the restatement and reclassification on our audited
consolidated financial statements
 
 Amendment of Item 9A.
Controls and Procedures      We are
amending Item 9A in this Amendment to (a) disclose material weaknesses in our
disclosure controls and procedures and internal control over financial reporting
relating to issues of which we became aware in September 2009 and (b)
respond to comments to the Original Filing we received from the staff of the SEC
relating to our disclosure of material weaknesses we identified in our internal
control over financial reporting in the fourth quarter of 2008, as disclosed in
the Original Filing.
 
 In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), each item of the original Form 10-K that is
amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is
accompanied by currently dated certifications on Exhibits 31.1 and 31.2 by our
Chief Executive Officer and Chief Financial Officer, respectively, and Exhibit
32.1 by our Chief Executive Officer and Chief Financial Officer.
  Except as
expressly set forth in this Amendment, we are not amending any other part of the
Original Filing.  This Amendment continues to speak as of the date of
the Original Filing, and does not reflect events occurring after the filing of
the Original Filing or modify or update any related or other disclosures,
including forward-looking statements, unless expressly noted otherwise.
Accordingly, this Amendment should be read in conjunction with the Original
Filing and with our other filings made with the Securities and Exchange
Commission subsequent to the filing of the Original Filing, including any
amendments to those filings. The filing of this Amendment shall not be deemed an
admission that the Original Filing when made included any untrue statement of a
material fact or omitted to state a material fact necessary to make a statement
not misleading.
 
 The
following sections in this report have been amended as a result of the
restatement and reclassification:
 
 Part
II:
 
 Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
 Item
8. Financial Statements and Supplementary Data
 Item
9A. Controls and Procedures
  
  Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 
 You
should read the following discussion and analysis of financial condition and
results of operations, together with our consolidated financial statements and
related notes thereto appearing elsewhere in this report.  In addition
to historical financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates, and
beliefs.  Our actual results could differ materially from those
discussed in the forward-looking statements.  Factors that could cause
or contribute to these differences include those discussed below and elsewhere
in this report, particularly in the section entitled “Risk
Factors.”
  Restatement
 
 The
following discussion and analysis of our financial condition and results of
operations includes the effects of the restated and reclassified amounts as
disclosed herein under the heading "Restatement and Reclassification" and in
"Note L" to our audited consolidated financial statements for the years ended
December 31, 2008 and 2007, titled "Restatement and Reclassification," which are
included in Part II, Item 8 of this Form 10-K/A, Amendment No. 1. For this
reason, the data set forth in this section may not be comparable to discussions
and data in our previously filed in other reports or filings we have made with
the SEC.
 
 General
 
 We market
and install a wide variety of attractive, durable, low-maintenance vinyl
products, including fencing, patio covers, decking, railing and trim
categories.  During 2008, fencing products represented approximately
62% of our gross income (revenue) and patio covers represented approximately 28%
of our gross income.  Our products are used largely in renovation and
remodeling by our customers who include homeowners and homeowner
associations.  We have increased sales and revenue in each of our five
years of existence, and our gross profit has exceeded 44% in each year of
existence after our first year of operations.
 
 We
differentiate our Company from others in the industry on the basis of the manner
in which we market and sell our products and the level of service we offer our
customers.  Given that the purchase of our products represents a
substantial investment in a customer's home, typically their most significant
capital asset, we seek to connect with home owners' intrinsic desire to take the
time to make an informed, value-driven purchasing
decision.  Throughout the sales process, we invest the time and effort
to develop a relationship with a prospect, as opposed to home centers,
specialized retail distributors and independent contractors that typically
employ a hard-sell pitch and seek to make a sale only when a consumer is
prepared to make a purchase.
 
 Our
marketing efforts are designed to capture information about prospective
purchasers of exterior vinyl products early in the buying cycle.  We
maintain contact with them over the course of the decision-making process to
educate and consult with them about vinyl products generally, the purchasing and
installation process and the ownership experience.  We seek to
demonstrate to prospects that purchasing from us represents the best value for
their money in that we provide a worry-free ownership experience that we believe
is not available from other independent retailers, contractors or the national
home improvement chains.
 
 There are
no national chains dedicated exclusively to the retail sale and installation of
vinyl fencing and patio products.  During 2009, we will seek to
develop a franchise program to take advantage of the considerable growth
expected by industry experts in sales of vinyl fencing and patio covers relative
to other fencing and patio cover materials.  Through this franchise
program we will seek to establish a national chain of vinyl fence and patio
cover distributorships to fill the void in the national vinyl fencing
market.  Our ultimate goal is to build a national
brand.  Though we have never undertaken detailed research regarding
our franchising potential, we believe that with proper training and motivation
our well-conceived and sophisticated marketing and sales program can be
replicated throughout the country.  We believe that we can benefit
from the economies of scale derived from multiple franchises that will give us
the opportunity to deploy national advertising and promotional programs that are
beyond the financial and creative capabilities of others in our industry and
negotiate improved pricing of the vinyl material from which our products are
manufactured.  We believe that this will allow us to capture
significant national market share and build strong consumer brand awareness,
which eventually may serve as a barrier to competitive entry to others on a
national level.
  
 
 As of the
date hereof, we believe that we will possess sufficient financial resources,
from cash on hand and revenue from operations, to fund the development of our
franchise program.  However, no member of our management has
experience building a franchise program.  We may not have evaluated or
gauged our cash requirements adequately or properly accounted for factors beyond
our control which could increase the cost of developing and maintaining our
franchise program and cause us to seek outside financing which may not be
available to us on acceptable terms, if at all.  In addition,
expansion into a franchise program presents other possible risks for which we
may not adequately have accounted, including diversion of our management's time
from our core retail business, the failure of our franchisees and the potential
economic impact such failure could have on our business and the time and cost of
complying with laws and regulations relating to franchises and multi-state
operations.
 
 Critical
Accounting Policies and Estimates
  Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Management makes these estimates using the best
information available at the time the estimates are made; however actual results
could differ materially from those estimates (See Note A in the Notes to
Financial Statements).
 
 Revenue
recognition
 
 We record
customer deposits on sales as a current liability when received and we recognize
revenues when installations of the products are complete.
 
 Accounts
Receivable
 
 We
require a down payment at the time a sales agreement is signed and the balance
at completion of installation, which minimizes our accounts
receivable.  Bad debt losses have been minimal (less than .3% of
revenue since inception of the Company), and we record them as they are
incurred.
 
 Inventory
 
 Inventory
is stated at the lower of average cost or market value.  Inventory
consists of raw materials (approximately 80%) and fabricated materials awaiting
installation (approximately 20%).  Under the terms of its agreement
with its vinyl supplier, the Company receives substantial discounts to product
prices.
 
 Reclassification
and Restatement
 
 On
November 10, 2009, our board of directors, upon the identification by and
recommendation of management, concluded that the previously issued financial
statements contained in our Annual Report on Form 10-K ("2008 Annual Report")
for the year ended December 31, 2008, and our quarterly reports on Form
10-Q for the quarters ended March 31, 2009 and June 30, 2009 should no
longer be relied upon because of errors in those financial statements, and that
we would amend and restate these consolidated financial statements to make the
necessary accounting corrections.
 
 Set forth below is a discussion of the
reasons for the restatement and the reclassification and a presentation of the
specific financial information that was amended and restated as a result
thereof.
  
  Restatement: In
February 2009, we calculated our federal and state corporate income taxes due
for the year ended December 31, 2008 in reliance on advice from our professional
tax preparer that we could compute the taxes on a consolidated basis after
giving effect to the acquisition of The Vinyl Fence Company, Inc. ("TVFC"),
which became our wholly owned subsidiary in November 2008.  The
Original 2007/2008 Financial Statements included the amount of the federal and
state taxes on a consolidated basis, which we reported as aggregating
approximately $50,000.  In March 2009, we filed for extensions of the
time in which to pay the taxes with the Internal Revenue Service and the
California Franchise Tax Board to defer payment of the taxes until September
2009.  In the course of finalizing our tax returns, which we were
required to file by September 15, 2009, we were advised by our tax preparer that
we could not file the returns of the parent (us) and our subsidiary, TVFC, on a
consolidated basis because we did not file the appropriate notification forms in
connection with our acquisition of TVFC and change in fiscal year end of our
Company.  As a result, we were required to file individual returns for
each entity.  The prohibition against preparing tax returns that
consolidated the operations of our company and TVFC results in higher federal
and states corporate income taxes owed, the total amount of which is
approximately $80,000, representing a $30,000 difference between the amount of
the taxes we originally calculated and reported and the amount we actually
owed.  The additional amount of federal and state corporate income
taxes to be paid is material to our financial statements.
 
 The
restatement of the audited consolidated financial statements for the years ended
December 31, 2007 and 2008 to report the accurate amount of federal and state
corporate income taxes owed affected individual components of our Consolidated
Balance Sheet, the Consolidated Statements of Operations, Consolidated Statement
of Shareholders’ Equity and Consolidated Statement of Cash Flows for the year
ended December 31, 2008.  The restatement had no effect on reported
earnings per share for that period.  The audited consolidated
financial statements for the 2007 fiscal year were not affected in any
way.  The Company has added a restatement footnote as "Note L" to the
financial statements filed herewith, titled "Reclassification and
Restatement."
 
 The
following table demonstrates the changes in certain line items in the
Consolidated Statements of Operations for the year ended December 31, 2008 and
the Consolidated Balance Sheet as of December 31, 2008 that were affected by the
restatement and the amount of the change in each year:
 
 2008As Originally
                          Reported
                        
                        
                        As Restated
                        
                        
                        Effect
                          of ChangeStatement
      of Operations:Income
      Taxes
                        
                        
                        (50,000
                        )
                        
                        
                        (80,000
                        )
                        
                        
                        (30,000
                        )Net
      Income
                        
                        $
                        55,155
                        
                        
                        $
                        25,155
                        
                        
                        
                        (30,000
                        )Statement
      of Cash Flows:Net
      Income
                        
                        
                        55,155
                        
                        
                        
                        25,155
                        
                        
                        
                        (30,000
                        )Decrease
      (Increase) in Prepaid Expenses
                        
                        
                        (15,608
                        )
                        
                        
                        (6,808
                        )
                        
                        
                        8,800Increase
      (Decrease) in Income Taxes Payable
                        
                        
                        (9,732
                        )
                        
                        
                        11,468
                        
                        
                        
                        21,200Balance
      Sheet:Prepaid
      Expenses
                        
                        
                        47,451
                        
                        
                        
                        38,651
                        
                        
                        
                        (8,800
                        )Total
      Currant Assets
                        
                        
                        381,792
                        
                        
                        
                        372,992
                        
                        
                        
                        (8,800
                        )Total
      Assets
                        
                        $
                        671,653
                        
                        
                        $
                        662,853
                        
                        
                        
                        (8,800
                        )Income
      Taxes Payable
                        
                        
                        0
                        
                        
                        
                        21,200
                        
                        
                        
                        21,200Total
      Current Liabilities
                        
                        
                        435,705
                        
                        
                        
                        456,905
                        
                        
                        
                        21,200Total
      Liabilities
                        
                        
                        465,883
                        
                        
                        
                        487,083
                        
                        
                        
                        21,200Retained
      Earnings
                        
                        
                        112,670
                        
                        
                        
                        82,670
                        
                        
                        
                        (30,000
                        )Total
      Shareholders’ Equity
                        
                        $
                        205,770
                        
                        
                        $
                        175,770
                        
                        
                        
                        (30,000
                        )Total
      Liabilities and Shareholders’ Equity
                        
                        $
                        671,653
                        
                        
                        $
                        662,853
                        
                        
                        
                        (8,800
                        )
  
  Reclassification:  In
prior years, we had included as a component of Interest Expense, a line item in
the statement of operations portion of our consolidated financial statements,
the amount of credit card fees charged by credit card companies to our Company
for accepting payments from our customers by credit card, and the amount of
financing discounts, which represents the amount we receive from companies that
finance a customer’s purchase of our products, which is less than the amount of
our invoice to the customer (the difference being the financing
discount).  By letter dated April 22, 2009, the staff of the SEC
provided us with comments to a filing we made in which it alerted us to the fact
that we may not have classified these two items correctly under generally
accepted accounting principles in the consolidated Statement of Operations we
filed as part of the financial statements included in that filing.  In
response to these comments, the board of directors, upon the recommendation of
management, concluded that credit card fees and financing discounts were more
appropriately classified as selling, general and administrative
expenses.
 
 The
reclassification of the audited consolidated financial statements for the years
ended December 31, 2007 and 2008 to include credit card fees and financing
discounts as selling, general and administrative expenses affected individual
components of the Company’s Consolidated Statements of Operations for each of
the years in the two-year period ended December 31, 2008.  This
reclassification did not result in any change to our reported Consolidated
Balance Sheets as of December 31, 2008 and 2007 or the Consolidated Statements
of Cash Flows for either of the years in the two-year period ended December 31,
2008 and had no effect on the reported consolidated net income or net earnings
per share for either period (thought it did affect net operating income and net
other income in each of 2007 and 2008 periods).  The Company has added
a reclassification footnote as Note L to the financial statements filed
herewith, titled "Reclassification and Restatement."
 
 The
following table demonstrates the changes in certain line items in the
Consolidated Statements of Operations for the years ended December 31, 2008 and
2007 that were affected by the reclassification and the amount of the change in
each such year:
 
 2008 As
                        Originally
                        Reported
                      
                      
                      2008
                        As
                        Reclassified
                      
                      
                      Effect
                        of
                        Change
                      
                      
                      2007 As
                        Originally
                        Reported
                      
                      
                      2007
                        As
                        Reclassified
                      
                      
                      Effect
                        of
                        ChangeSelling,
      General and Administrative
                      
                      $
                      401,775
                      
                      
                      $
                      442,930
                      
                      
                      $
                      41,155
                      
                      
                      $
                      362,321
                      
                      
                      $
                      379,524
                      
                      
                      $
                      17,203Total
      Expenses
                      
                      
                      1,886,763
                      
                      
                      
                      1,927,918
                      
                      
                      
                      41,155
                      
                      
                      
                      1,406,388
                      
                      
                      
                      1,423,591
                      
                      
                      
                      17,203Net
      Operating Income
                      
                      
                      145,843
                      
                      
                      
                      104,688
                      
                      
                      
                      (41,155
                      )
                      
                      
                      663,936
                      
                      
                      
                      646,733
                      
                      
                      
                      (17,203
                      )Interest
      Expense
                      
                      
                      (47,273
                      )
                      
                      
                      (6,118
                      )
                      
                      
                      1,155
                      
                      
                      
                      (21,987
                      )
                      
                      
                      (4,784
                      )
                      
                      
                      17,203Net
      Other Income (Expense)
                      
                      
                      (40,688
                      )
                      
                      
                      467
                      
                      
                      
                      41,155
                      
                      
                      
                      (19,015
                      )
                      
                      
                      (1,812
                      )
                      
                      
                      17,203
 
 Results
of Operations
 
 Comparison
of the Years Ended December 31, 2008 and 2007
 (as
restated and reclassified – see above)
 
 Income: Income for
the year ended December 31, 2008 was $4,157,860, an increase of $224,648, or
5.75%, from $3,933,212 for the comparable period in 2007. The increase was
the result of increased focus on marketing and sales.
 
 Cost of Goods Sold:
During 2007 and 2008, the contract with our vinyl supplier provided for
significant discounts on raw materials we purchased upon achieving certain
specified purchase quotas, which we met.  We benefitted materially
from the discount for the 2007 and 2008 fiscal years.  Our cost of
goods sold for all periods reported in this Annual Report on Form 10-K is net of
the discount we receive on the cost of raw materials.
 
 Gross
Profit:  Gross profit decreased from $2,070,324 in 2007 to
$2,032,606 in 2008, a decrease of 1.8%, and the gross profit percentage declined
from 52.6% in 2007 to 48.9% in 2008.  These decreases were due to
personnel problems in our fabricating and installation
departments.  We have addressed these issues by terminating three
employees. re-defining the roles of our staff responsible for fabrication and
installation, by restructuring our work force, and increasing the involvement of
the accounting manager in inventory control, which we believe have rectified the
problem.
  
  Expenses:
 
 Advertising
and marketing expense increased $10,648 or 5.7%, as we identified the proper mix
of advertising media to attract customers and grow our business.
 
 Selling,
general and administrative expenses as restated (see above) increased from
$379,524 in 2007 to $442,930, or 16.7%, in 2008.  The $63,406 was due
primarily to increases of $20,000 in vehicle expense, $16,000 in depreciation,
$27,000 in insurance (health, liability and umbrella coverage), and $24,000
in credit card fees and financing discounts (both of which relate to customers
who finance their purchases), offset by a $30,000 decrease in travel and meals
expense.
 
 Payroll
expenses increased from $646,918 to $984,605, an increase of $337,687 or
52.2%.  The was due to the conversion of $152,000 of notes receivable
from the two principals to salary, and the classification of distributions in
October, November and December 2008 to the two principals as salary rather than
as dividends.
 
 Professional
fees increased from $110,267 to $199,933, or 81.3%.  This was due
primarily to increases in information technology of $18,000, marketing of
$13,000, and legal and accounting fees relating to the Share Exchange Agreement
and annual audit of $56,000.
 
 Rent
expense was relatively unchanged between periods.
 
 Income
Taxes as restated (see above) were $80,000 in 2008, an increase of $70,268 over
2007.  This resulted from TVFC's election to be treated as a
Subchapter C corporation under the Internal Revenue Code of 1986, as amended
(the "Code") as opposed to a Subchapter S corporation under the Code, as of
January 1, 2008.  As of December 31, 2008, the Company has a net
operating loss carryforward for federal tax purposes of $56,025 and a net
operating loss carryforward for state tax purposes of $42,209.
 
 Comparison
of the Years Ended December 31, 2007 and 2006
 (as
reclassified – see above)
 
 Income: Income for
the year ended December 31, 2007 was $3,933,212, an increase of $1,207,586, or
44.3%, from $2,725,626 for the comparable period in 2006. The increase was the
result of increased focus on marketing and sales, including increased
advertising and marketing expenses.
 
 Cost of Goods Sold:
During 2007 and 2008, the contract with our vinyl supplier provided for
significant discounts on raw materials we purchased upon achieving certain
specified purchase quotas, which we met.  We benefitted materially
from the discount for the 2007 and 2008 fiscal years.  Our cost of
goods sold for all periods reported in this Annual Report on Form 10-K is net of
the discount we receive on the cost of raw materials.
 
 Gross
Profit:  Gross profit increased from $1,382,483 in 2006 to
$2,070,324 in 2007, an increase of 49.8%, and the gross profit percentage
increased from 50.7% in 2007 to 52.6% in 2007.  These increases were
due to improved management of labor and material costs.
 
 Expenses:
 
 Advertising
and marketing expense increased $31,100 or 20.1%, which contributed to the
increase in income.
 
 Selling,
general and administrative expenses (as reclassified – see above) increased from
$245,931 in 2006 to $379,524, or 54.3%, in 2007.  The $133,593
increase was due primarily to increases of approximately $16,000 in vehicle
expense, $28,000 in insurance (health, liability and  umbrella
coverage), $40,000 in small tools and supplies, $22,000 in travel and
entertainment expenses and $13,000 in credit card fees and financing discounts
(both of which relate to customers who financed their
purchases).
  
 
 Payroll
expenses increased from $468,215 to $646,918, an increase of $178,703 or
38.2%.  This was due primarily to the addition of staff personnel to
handle the increased volume of business.
 
 Professional
fees increased from $79,278 to $110,267, or 39.1%.  The $30,989
increase was due primarily to an increase of approximately $43,000 for marketing
and $14,000 for legal fees, offset by a decrease in financial consulting of
approximately $30,000.
 
 Rent
expense was relatively unchanged between periods.
 
 Liquidity
and Capital Resources
 
 Our
current capital requirements are allocated principally among payroll; selling,
general and administrative expenses; rent; and advertising and marketing
expenses.  Historically, we have financed our business with cash flow
from operations and borrowings under our line of credit.
 
 Though we
believe that we have and will have available to us from operating revenue the
capital resources necessary to implement our proposed franchise program, we may
have underestimated the costs required or we may encounter unanticipated costs
and we may suffer delays and difficulties that may necessitate obtaining cash
from outside sources.  Currently, we have a $100,000 line of credit
available to us (of which $48,000 was unused and available as of March 27, 2009)
that likely would be insufficient to fund substantial additional unanticipated
costs that may be associated with the development of our franchise
program.  Additional cash may not be available to us on acceptable
terms, if at all.  Initially, a significant portion of the cash
required to develop and execute our franchise program will be allocated to the
engagement of a franchise consultant to undertake the research and surveys
necessary to confirm our franchising potential, to establish franchise pricing
and territory and to provide the complete range of information, implementation
strategies, policies, procedures, operating manuals, marketing tools and other
materials required to develop and implement a competitive franchise
program.  Once a program has been developed, we expect that we will
allocate significant cash resources to advertising, both to attract franchisees
and to fund advertising of our products.  We may not realize profit
from this investment for several years.
 
 Cash
and Cash Equivalents
  Our cash
and cash equivalents were $134,251 at December 31, 2007, and decreased to
$114,901 by December 31, 2008.
 
 Net
cash provided by operating activities
 
 Net cash
provided by operating activities was $164,815 for the year ended December 31,
2008, a decrease of $434,500 from $599,315 for the year ended December 31,
2007.  The decrease was primarily attributable to a decrease in net
income of $610,034, offset by increases in accounts payable, accrued expenses
and credit card balances of $78,000 and other working capital items,
net.
 
 Net
cash used in investing activities
 
 Net cash
provided by investing activities was $109,691 for the year ended December 31,
2008, a decrease of $78,060 from $120,369 for the year ended December 31, 2007.
The decrease was primarily attributable to the purchase of four vans and
machinery in 2007.
  Net
cash used in financing activities
 
 Net cash
used in financing activities was $293,857 for the year ended December 31, 2008,
compared to $371,191 for the year ended December 31, 2007, a decrease of
$77,334, or 21%.  The decrease was attributable to a decrease in
dividends of $77,000 paid to the principals of TVFC; and an increase in the sale
of common stock of $61,000, all offset by a net change in vehicle
and  equipment financing proceeds less principal payments of $44,628
and line of credit payments of $17,945 in 2007.
  
  Contractual
Obligations and Off-Balance Sheet Arrangements.
 
 We have
certain fixed contractual obligations and commitments.  The table
below summarizes our contractual obligations as of December 31, 2008 and for the
future periods identified.  The development of our franchise program,
changes in our business needs and other factors may result in our incurring
significant future obligations which would impact our cash and liquidity
position and requirements.  We cannot provide certainty regarding the
timing and amounts of payments.
 
 Contractual
                      Cash
      Obligations
                    
                    Total
                    
                    
                    Less
      than
                      One
      Year
                    
                    
                    1-3
                      Years
                    
                    
                    3-5
                      Years
                    
                    
                    After
      5
                      YearsCapital
      Leases (1)
                    
                    $
                    53,295
                    
                    
                    $
                    18,647
                    
                    
                    $
                    34,648
                    
                    
                    $
                    -0-
                    
                    
                    $
                    -0-Operating
      Leases (2)
                    
                    $
                    237,762
                    
                    
                    $
                    104,280
                    
                    
                    $
                    133,482
                    
                    
                    $
                    -0-
                    
                    
                    $
                    -0-Total
      Contractual Cash Obligations
                    
                    $
                    291,057
                    
                    
                    $
                    122,927
                    
                    
                    $
                    168,130
                    
                    
                    $
                    -0-
                    
                    
                    $
                    -0-
  (1)
              Capital
      Leases – Represents amounts due under purchase contracts for vehicles and
      equipment with interest rates varying from 4.9% to
  6.9%.
 (2)
              Operating
      Leases - TVFC leases its 10,000 square foot facility under a
      non-cancelable lease arrangement that expires in March
      2011.  The lease is guaranteed by one of the TVFC’s
      stockholders.
 (3)
              TVFC
      has available to it a $100,000 line of credit.  Borrowings under
      the line of credit totaled $52,000 as of March 27, 2009.  The
      interest rate is prime plus 3 percentage
points.
 
 We are
not party to any off-balance sheet arrangements.
 
 Quantitative
and Qualitative Disclosures About Market Risk
 
 We do not
use derivative financial instruments in our investment portfolio and have no
foreign exchange contracts.  Our financial instruments consist of cash
and cash equivalents, trade accounts receivable and accounts
payable.
 
 Recent
Accounting Pronouncements
 
 In
February 2007, the FASB issued Statement of Financial Standards 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 fair
value.
 
 The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions.  This Statement 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, and is
effective as of the beginning of an entity’s first fiscal year that begins after
November 15, 2007.  Early adoption is permitted as of the beginning of
a fiscal year that begins on or before November 17, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, “Fair Value
Measurements”.  No entity is permitted to apply the Statement
retrospectively to fiscal years preceding the effective date unless the entity
chooses early adoption.  Early adoption of the standard is not
expected to have a material effect on the Company’s results of operations or its
financial position.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations (“SFAS 141R”).  SFAS 141R will significantly change the
accounting for business combinations in a number of areas, including the
treatment of contingent considerations, contingencies, acquisition costs,
IPR&D and restructuring costs.    In additions, under
SFAS 141R, changes in deferred tax asset valuation allowances and acquired
income tax uncertainties in a business combination after the measurement period
will impact income tax expense.  SFAS 141R is effective for fiscal
years beginning after December 15, 2008.  The Company has not yet
determined the impact, if any, of SFAS 141R on its financial
statements.
  
 
 In
December 2007, the FASB issued SFAS No. 160, “Non Controlling Interests in
Financial Statements, an amendment of ARB No. 51”.  SFAS 160 will
change the accounting and reporting of minority interests, which will be
re-characterized as non-controlling interests (NCI) and classified as a
component of equity.  This new consolidation method will significantly
change the account with minority interest holders.  SFAS 160 is
effective for fiscal years beginning after December 15, 2008.  The
Company has not yet determined the impact, if any, of SFAS 160 on its financial
statements.
  
  Item
8. Financial Statements and Supplementary Data
 
 Financial
Statement Index
 
 Independent
      Auditor’s Report
                  F-1Audited
      Balance Sheet for the years ended December 31, 2008 and
    2007
                  F-2Audited
      Statement of Operations for the years ended December 31, 2008 and
      2007
                  F-3Audited
      Statement of Stockholders’ Deficit for the years ended December 31,
      2008
                  F-4Audited
      Statement of Cash Flows for the years ended December 31, 2008 and
      2007
                  F-5Notes
      to Financial Statements
                  F-6
  
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
 Stockholders
of Vinyl Products, Inc. (f/k/a Red Oak Concepts, Inc.):
  We have
audited the accompanying consolidated balance sheets of Vinyl Products, Inc.
(f/k/a Red Oak Concepts, Inc.) as of December 31, 2008 and 2007, and the related
statements of operations, shareholders’ equity, income, and cash flows for each
of the years in the two-year period ended December 31, 2008. Vinyl Products,
Inc.’s management is responsible for these financial statements. My
responsibility is to express an opinion on these financial statements based on
my audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Vinyl Products, Inc. (f/k/a Red Oak
Concepts, Inc.) as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.
  Traci
      J. Anderson, CPAHuntersville,
      NCFebruary
      27, 2009, except for Note L as to which the date is
                          November
      9, 2009
  F-1
 
 VINYL
      PRODUCTS, INC. (f/k/a RED OAK CONCEPTS, INC.)CONSOLIDATED
      BALANCE SHEETS (2008 Restated - Note L)December
      31, 2008 and 20072008
                                      
                                      
                                      2007ASSETSCURRENT
      ASSETS:Cash
      and Cash Equivalents
                                      
                                      $
                                      114,901
                                      
                                      
                                      $
                                      134,251Accounts
      Receivable
                                      
                                      
                                      57,575
                                      
                                      
                                      
                                      68,947Receivable
      from Shareholders
                                      
                                      
                                      -
                                      
                                      
                                      
                                      152,000Stock
      Receivable
                                      
                                      
                                      5,000
                                      
                                      
                                      
                                      -Inventory
                                      
                                      
                                      156,865
                                      
                                      
                                      
                                      136,671Prepaid
      Expenses - restated
                                      
                                      
                                      38,651
                                      
                                      
                                      
                                      31,843Total
      Current Assets
                                      
                                      
                                      372,992
                                      
                                      
                                      
                                      523,712PROPERTY
      AND EQUIPMENT:Property
      and Equipment
                                      
                                      
                                      429,255
                                      
                                      
                                      
                                      386,946Less
      Accumulated Depreciation
                                      
                                      
                                      148,084
                                      
                                      
                                      
                                      99,539Net
      Property and Equipment
                                      
                                      
                                      281,171
                                      
                                      
                                      
                                      287,407OTHER
      ASSETS:Security
      Deposits
                                      
                                      
                                      8,690
                                      
                                      
                                      
                                      8,690Total
      Other Assets
                                      
                                      
                                      8,690
                                      
                                      
                                      
                                      8,690TOTAL
      ASSETS
                                      
                                      $
                                      662,853
                                      
                                      
                                      $
                                      819,809LIABILITIES
      AND SHAREHOLDERS' EQUITYCURRENT
      LIABILITIES:Current
      Portion of Long-Term Liabilities
                                      
                                      $
                                      18,646
                                      
                                      
                                      $
                                      23,716Note
      Payable to Shareholder
                                      
                                      
                                      -
                                      
                                      
                                      
                                      29,900Accounts
      Payable and Accruals
                                      
                                      
                                      255,401
                                      
                                      
                                      
                                      139,212Customer
      Deposits
                                      
                                      
                                      161,658
                                      
                                      
                                      
                                      182,570Income
      Taxes Payable - restated
                                      
                                      
                                      21,200-
                                      
                                      
                                      
                                      9,732Total
      Current Liabilities
                                      
                                      
                                      456,905
                                      
                                      
                                      
                                      385,130LONG-TERM
      LIABILITIES:Vehicle
      and Installment Purchase Contracts
                                      
                                      
                                      48,824
                                      
                                      
                                      
                                      68,780Less
      Current Portion Shown Above
                                      
                                      
                                      18,646
                                      
                                      
                                      
                                      23,716Net
      Long-Term Liabilities
                                      
                                      
                                      30,178
                                      
                                      
                                      
                                      45,064Total
      Liabilities
                                      
                                      
                                      487,083
                                      
                                      
                                      
                                      430,194SHAREHOLDERS'
      EQUITY:Preferred
      Stock ($.0.0001 par value; 10,000,000 shares authorized;
                                        no
      shares issued and outstanding at December 31, 2008)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      Stock ($0.0001 par value; 100,000,000 shares authorized;
                                        22,859,000
      shares issued and outstanding at December 31, 2008)
                                      
                                      
                                      2,286
                                      
                                      
                                      
                                      2,280Paid
      in Capital
                                      
                                      
                                      90,814
                                      
                                      
                                      
                                      (180
                                      )Retained
      Earnings - restated
                                      
                                      
                                      82,670
                                      
                                      
                                      
                                      387,515Total
      Shareholders' Equity
                                      
                                      
                                      175,770
                                      
                                      
                                      
                                      389,615TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                                      
                                      $
                                      662,853
                                      
                                      
                                      $
                                      819,809
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
  VINYL
      PRODUCTS, INC. (f/k/a RED OAK CONCEPTS, INC.)CONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the Years Ended December 31, 2008 and 2007 (Reclassified and Restated –
      Note L)2008
                      
                      
                      2007Income
                      
                      $
                      4,157,860
                      
                      
                      $
                      3,933,212Cost
      of Goods Sold:Labor
                      
                      
                      806,356
                      
                      
                      
                      687,116Materials
                      
                      
                      1,278,524
                      
                      
                      
                      1,137,187Other
                      
                      
                      40,374
                      
                      
                      
                      38,585Total
      Cost of Goods Sold
                      
                      
                      2,125,254
                      
                      
                      
                      1,862,888Gross
      Profit
                      
                      
                      2,032,606
                      
                      
                      
                      2,070,324Expenses:Advertising
      and Marketing
                      
                      
                      196,660
                      
                      
                      
                      186,012Selling,
      General, and Administrative - reclassified
                      
                      
                      442,930
                      
                      
                      
                      379,524Payroll
      Expense
                      
                      
                      984,605
                      
                      
                      
                      646,918Professional
      Fees
                      
                      
                      199,933
                      
                      
                      
                      110,267Rent
      Expense
                      
                      
                      103,790
                      
                      
                      
                      100,870Total
      Expenses
                      
                      
                      1,927,918
                      
                      
                      
                      1,423,591Net
      Operating Income
                      
                      
                      104,688
                      
                      
                      
                      646,733Other
      Income (Expense):Interest
      Income
                      
                      
                      6,585
                      
                      
                      
                      2,972Interest
      Expense - reclassified
                      
                      
                      (6,118
                      )
                      
                      
                      (4,784
                      )Net
      Other Income (Expense)
                      
                      
                      467
                      
                      
                      
                      (1,812
                      )Income
      Before Income Taxes
                      
                      
                      105,155
                      
                      
                      
                      644,921Income
      Taxes
                      
                      
                      (80,000
                      )
                      
                      
                      (9,732
                      )Net
      Income
                      
                      $
                      25,155
                      
                      
                      $
                      635,189Basic
      and fully diluted earnings per share
                      
                      $
                      0.00
                      
                      
                      $
                      0.03Weighted
      average shares outstanding — basic
                      
                      
                      22,805,981
                      
                      
                      
                      22,800,000Weighted
      average shares outstanding — diluted
                      
                      
                      22,842,105
                      
                      
                      
                      22,800,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
 
 VINYL
      PRODUCTS, INC. (f/k/a RED OAK CONCEPTS, INC.)CONSOLIDATED
      STATEMENT OF SHAREHOLDERS' EQUITYFor
      the Years Ended December 31, 2008 (Restated) and 2007RetainedPreferred Stock
                                                              
                                                              
                                                              Common Stock
                                                              
                                                              
                                                              Paid-in
                                                              
                                                              
                                                              Earnings –Shares
                                                              
                                                              
                                                              Stock
                                                              
                                                              
                                                              Shares
                                                              
                                                              
                                                              Stock
                                                              
                                                              
                                                              Capital
                                                              
                                                              
                                                              Restated – Note LBalances,
      December 31, 2006
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              
                                                              2,000
                                                              
                                                              
                                                              $
                                                              2,000
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              159,326Shareholder
      Distributions
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (407,000
                                                              )Reverse
      Merger
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              22,798,000
                                                              
                                                              
                                                              
                                                              280
                                                              
                                                              
                                                              
                                                              (180
                                                              )
                                                              
                                                              
                                                              -Net
      Income for the year
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              635,189Balances,
      December 31, 2007
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              
                                                              22,800,000
                                                              
                                                              
                                                              $
                                                              2,280
                                                              
                                                              
                                                              $
                                                              (180
                                                              )
                                                              
                                                              $
                                                              387,515Issuance
      of Common Stock
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              59,000
                                                              
                                                              
                                                              
                                                              6
                                                              
                                                              
                                                              
                                                              61,094
                                                              
                                                              
                                                              
                                                              -Contribution
      of Capital
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              29,900
                                                              
                                                              
                                                              
                                                              -Shareholder
      Distributions
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (330,000
                                                              )Net
      Income for the year
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              25,155Balances,
      December 31, 2008
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              
                                                              22,859,000
                                                              
                                                              
                                                              $
                                                              2,286
                                                              
                                                              
                                                              $
                                                              90,814
                                                              
                                                              
                                                              $
                                                              82,670
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
 
 VINYL
      PRODUCTS, INC. (f/k/a RED OAK CONCEPTS, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the Years Ended December 31, 2008 (Restated – Note L) and
    20072008
                                  
                                  
                                  2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income
                                  
                                  $
                                  25,155
                                  
                                  
                                  $
                                  635,189Adjustments
      to Reconcile Net Income to Cash Provided by Operating
      Activities:Depreciation
                                  
                                  
                                  48,545
                                  
                                  
                                  
                                  36,101Changes
      in Assets and Liabilities:Decrease
      (Increase) in Accounts Receivable
                                  
                                  
                                  11,372
                                  
                                  
                                  
                                  (29,391
                                  )Decrease
      (Increase) in Inventory
                                  
                                  
                                  (20,194
                                  )
                                  
                                  
                                  (42,605
                                  )Decrease
      (Increase) in Prepaid Expenses
                                  
                                  
                                  (6,808
                                  )
                                  
                                  
                                  (27,715
                                  )Increase
      (Decrease) in Accounts Payable & Accrued Expenses
                                  
                                  
                                  136,509
                                  
                                  
                                  
                                  16,230Increase
      (Decrease) in Customer Deposits
                                  
                                  
                                  (20,912
                                  )
                                  
                                  
                                  (20,569
                                  )Increase
      (Decrease) in Credit Card Balances
                                  
                                  
                                  (20,320
                                  )
                                  
                                  
                                  22,343Increase
      (Decrease) in Income Taxes Payable
                                  
                                  
                                  11,468
                                  
                                  
                                  
                                  9,732Net
      Cash Provided by (Used in) Operating Activities
                                  
                                  
                                  164,815
                                  
                                  
                                  
                                  599,315CASH
      FLOWS FROM INVESTING ACTIVITIESVehicle
      Purchases
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (53,064
                                  )Leasehold
      Improvements
                                  
                                  
                                  (36,494
                                  )
                                  
                                  
                                  (13,552
                                  )Machinery
      and Equipment Purchases
                                  
                                  
                                  3,813
                                  
                                  
                                  
                                  (45,721
                                  )Office
      and Computer Equipment Purchases
                                  
                                  
                                  (9,628
                                  )
                                  
                                  
                                  (8,032
                                  )Decrease
      in Receivable from Shareholders
                                  
                                  
                                  152,000
                                  
                                  
                                  
                                  -Net
      Cash Provided by (Used in) Investing Activities
                                  
                                  
                                  109,691
                                  
                                  
                                  
                                  (120,369
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of Common Stock
                                  
                                  
                                  61,100
                                  
                                  
                                  
                                  100Contribution
      of Capital
                                  
                                  
                                  29,900
                                  
                                  
                                  
                                  -Line
      of Credit Payments
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (17,945
                                  )Vehicle
      Loan Proceeds, Net of Principal Payments
                                  
                                  
                                  (15,168
                                  )
                                  
                                  
                                  29,460Issuance
      of Stock Receivable
                                  
                                  
                                  (5,000
                                  )
                                  
                                  
                                  -Note
      Payable Principal Payments
                                  
                                  
                                  (4,789
                                  )
                                  
                                  
                                  (5,706
                                  )Increase
      (Decrease) in Note Payable to Shareholder
                                  
                                  
                                  (29,900
                                  )
                                  
                                  
                                  29,900Dividends
      Paid
                                  
                                  
                                  (330,000
                                  )
                                  
                                  
                                  (407,000
                                  )Net
      Cash Provided by (Used in) Financing Activities
                                  
                                  
                                  (293,857
                                  )
                                  
                                  
                                  (371,191
                                  )NET
      CASH INCREASE FOR THE PERIOD
                                  
                                  
                                  (19,351
                                  )
                                  
                                  
                                  107,755CASH
      AT THE BEGINNING OF THE YEAR
                                  
                                  
                                  134,252
                                  
                                  
                                  
                                  26,496CASH
      AT END OF THE YEAR
                                  
                                  $
                                  114,901
                                  
                                  
                                  $
                                  134,251SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:INTEREST
                                  
                                  $
                                  44,881
                                  
                                  
                                  $
                                  21,988TAXES
                                  
                                  $
                                  58,532
                                  
                                  
                                  $
                                  -
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Organization–Vinyl Products, Inc. (the
"Company”) was incorporated in the State of Delaware on May 24, 2007 under the
name Red Oak Concepts, Inc. to serve as a vehicle for a business combination
through a merger, capital stock exchange, asset acquisition or other similar
business combination.  The Company filed a registration statement on
Form 10 under the Securities Exchange Act of 1934, as amended, to register its
class of common stock on September 15, 2007 that was effective as of November
14, 2007.  On December 4, 2007, the Company changed its jurisdiction
of domicile by merging with a Nevada corporation titled Red Oak Concepts,
Inc.
 
 On
November 21, 2008, the Company changed its name to Vinyl Products, Inc. in
connection with a reverse acquisition transaction with The Vinyl Fence Company,
Inc. (“TVFC”), a California corporation.
 
 On
November 20, 2008, the Company entered into a Share Exchange Agreement (the
“Exchange Agreement”) with The Vinyl Fence Company, Inc. (“TVFC”), a company
incorporated under the laws of the State of California.  Pursuant to
the terms of the Exchange Agreement, the Company acquired all of the
outstanding capital stock of TVFC from the TVFC shareholders in exchange for
22,100,000 shares of the Company’s common stock.  Because the
acquisition is treated as a reverse acquisition, the financial statements of the
Company have been retroactively adjusted to reflect the acquisition from the
beginning of the reported periods. The stock exchange transaction has been
accounted as a reverse acquisition and recapitalization of the Company whereby
TVFC is deemed to be the accounting acquirer (legal acquiree) and the Company to
be the accounting acquiree (legal acquirer).  The basis of the assets,
liabilities and retained earnings of TVFC has been carried over in the
recapitalization, and earnings per share have been retroactively restated to
reflect the reverse acquisition.
 
 Pursuant
to the Exchange Agreement, on November 21, 2008, the Company filed a Certificate
of Amendment to its Articles of Incorporation with the Secretary of State for
the State of Nevada to change its corporate name to “Vinyl Products, Inc.” to
better reflect its business.
 
 Business
Activity—The
Vinyl Fence Company, Inc. designs, fabricates and installs fencing, patio
covers, gates and railing made of co-extruded vinyl from its location in Santa
Ana, California.  The Company operates in one reportable segment, the
domestic vinyl products industry.
 
 Cash and Cash Equivalents —The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.  The
Company routinely has deposits at a financial institution that exceed federal
depository insurance coverage.  Management believes that maintaining
the deposits at a large reputable institution mitigates risks associated with
these excess deposits.
 
 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, the disclosure of contingent liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from these
estimates.
 
 Revenue Recognition —
Customer deposits are recorded as a current liability when
received.  Under California law, the customer has three days in which
to cancel the contract.  Revenues are recognized when the
installations of the products are complete.
 The
related cost of goods sold includes materials, installation labor, and
miscellaneous other costs.
 
 Comprehensive
Income–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 applicable to the Company during the periods covered in the
financial statements.
  F-6
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 Advertising and Marketing
Expense—The
Company expenses all advertising and marketing costs as
incurred.  Advertising and marketing expense was $196,660 in the year
ended December 31, 2008, and $186,012 in the year ended December 31,
2007.
 
 Income Taxes—Prior to 2008, the Company
had elected to be taxed as a Subchapter S corporation, and as such the net
income of the Company was passed through to the Company’s two
shareholders.  The Company is now a Subchapter C corporation and is
subject to Federal and State income taxes.  See Note E.
 
 Fair Value of Financial
Instruments—The
carrying value of cash and cash equivalents, accounts receivables, accounts
payable and accrued expenses approximate their fair value based on the
short-term nature of these accounts.  Long-term debt obligations bear
fixed interest rates, and their fair value was estimated using a discounted cash
flow analysis based on the Company’s current incremental borrowing rate for
similar types of borrowing arrangements.  The estimated fair value of
the Company’s long-term debt obligations approximates the fair value at December
31, 2008 and 2007.
 
 Accounts
Receivable—The
Company sells to individual homeowners and homeowner
associations.  Accounts receivable are minimized by requiring a down
payment at the time a sales agreement is signed, and the balance at completion
of installation.  Bad debt
losses are recorded as incurred.  Bad debt expense was $13,049 in 2008
and $6,801 in 2007.  Accounts receivable were $57,575 at December 31,
2008.
 
 Inventory—Inventory is stated at the
lower of average cost or market value.  Inventory consists of raw
materials (approximately 80%) and fabricated materials awaiting installation
(approximately 20%).
 
 Impairment of Long-Lived
Assets– Using
the guidance of Statement of Financial Accounting Standards (SFAS) No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets”, the Company reviews the carrying value
of property, plant, and equipment for impairment whenever events and
circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its use
and eventual disposition. In cases where undiscounted expected future cash flows
are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors
considered by management in performing this assessment include current operating
results, trends and prospects, the manner in which the property is used, and the
effects of obsolescence, demand, competition, and other economic
factors.
 
 Property and
Equipment —Property and equipment are carried at cost, net of accumulated
depreciation.  Depreciation is computed using the straight-line method
over the following estimated useful lives:
 
 Vehicles
                      
                      2 –
      7 yearsFurniture
      and Fixtures
                      
                      7 –
      15 yearsMachinery
      and Equipment
                      
                      5 –
      15 yearsOffice
      and Computer Equipment
                      
                      3 –
      20 yearsSigns
                      
                      7
      years
 
 Leasehold
improvements are classified as property and equipment and are amortized using
the straight-line method over 15 years and 39 years.  When assets are
retired or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in
operations for the period.  The cost of maintenance and repairs is
charged to operations as incurred.  Significant renewals and
betterments are capitalized.  Depreciation expense was $48,545 in 2008
and $36,101 in 2007.
  F-7
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
  Recent Accounting Pronouncements related
assets and liabilities differently without having to apply complex hedge
accounting at fair value.  The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.  This
Statement 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, and is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007.  Early adoption is
permitted as of the beginning of a fiscal year that begins on or before November
17, 2007, provided the entity also elects to apply the provisions of FASB
Statement No. 157, “Fair Value Measurements”.  No entity is permitted
to apply the Statement retrospectively to fiscal years preceding the effective
date unless the entity chooses early adoption.  Early adoption of the
standard is not expected to have a material effect on the Company’s results of
operations or its financial position.
 
 In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations (“SFAS 141R”).  SFAS 141R will significantly change the
accounting for business combinations in a number of areas, including the
treatment of contingent considerations, contingencies, acquisition costs,
IPR&D and restructuring costs.    In additions, under
SFAS 141R, changes in deferred tax asset valuation allowances and acquired
income tax uncertainties in a business combination after the measurement period
will impact income tax expense.  SFAS 141R is effective for fiscal
years beginning after December 15, 2008.  The Company has not yet
determined the impact, if any, of SFAS 141R on its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Non Controlling Interests in
Financial Statements, an amendment of ARB No. 51”.  SFAS 160 will
change the accounting and reporting of minority interests, which will be
re-characterized as non-controlling interests (NCI) and classified as a
component of equity.  This new consolidation method will significantly
change the account with minority interest holders.  SFAS 160 is
effective for fiscal years beginning after December 15, 2008.  The
Company has not yet determined the impact, if any, of SFAS 160 on its financial
statements.
 
 NOTE B – SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the year ended December 31, 2008 are
summarized as follows:
 
 Cash paid
during the period for interest and income taxes:
 
 Interest
                          
                          $
                          6,118Income
      Taxes
                          
                          $
                          58,532
 
 NOTE C –
COMMITMENTS/LEASES
 
 The
Company leases its 10,000 square foot facility under a non-cancellable lease
arrangement that expires on March 31, 2009.  The lease is guaranteed
by one of the Company’s shareholders.  The Company intends to renew
the lease for a two-year period at the current rental rate, with an option to
renew for an additional two-year period.  Future minimum payments
under the current operating lease and the planned operating lease are $104,280
in 2009, $104, 280 in 2010, and $26,070 in 2011.
 
 The
Company has an available $100,000 line of credit which it opened in January
2006.  Borrowings under the line of credit were paid off in
2007.  The interest rate is prime plus 3 percentage
points.  See Note K.
 
 NOTE D — LONG-TERM DEBT
OBLIGATIONS
 
 The
Company acquired four vehicles under installment sales contracts with interest
rates varying from 4.9% to 6.9%.  The Company also acquired equipment
under a capital lease agreement with interest at 4.9%.  Future
payments under these agreements are as follows:
  F-8
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 
 2009
                            
                            $
                            18,6472010
                            
                            $
                            18,6472011
                            
                            $
                            12,7392012
                            
                            $
                            3,261
 
 NOTE E – INCOME
TAXES
 
 Prior to
2008, the Company had elected to be taxed as a Subchapter S corporation, and as
such the net income of the Company was passed through to the Company’s two
shareholders.  The Company is now a Subchapter C corporation and is
subject to Federal and State income taxes.
 
 Income
tax expense for the year ended December 31, 2008 is as follows:
 
 Federal
                          
                          $
                          61,000California
                          
                          $
                          19,000
 
 As of
December 31, 2008, the Company had a net operating loss carryforward for federal
tax purposes of $56,025 and a net operating loss carryforward for state tax
purposes of $42,209.
 
 NOTE F – NET INCOME PER
COMMON SHARE
 
 The
Company’s reconciliation of the numerators and denominators of the basic and
fully diluted income per share is as follows for the years ended December 31,
2007 and 2008:)
 
 For the Year Ended December 30,
      2007Income
                            
                            
                            Shares
                            
                            
                            Per-Share(Numerator)
                            
                            
                            (Denominator)
                            
                            
                            AmountNet
      Income
                            
                            $
                            635,189Basic
      EPSIncome
      available to Common shareholders
                            
                            $
                            635,189
                            
                            
                            
                            22,800,000
                            (A)
                            
                            $
                            .03Effect
      of Dilutive SecuritiesStock
      Options
                            
                            
                            
                            
                            
                            
                            -0-Diluted
      EPSIncome
      available to Common shareholders
                            
                            $
                            635,189
                            
                            
                            
                            22,800,000
                            
                            
                            $
                            .03
 
 For the Year Ended December 31,
      2008Income
                                
                                
                                Shares
                                
                                
                                Per-Share(Numerator)
                                
                                
                                (Denominator)
                                
                                
                                AmountNet
      Income
                                
                                $
                                25,155Basic
      EPSIncome
      available toCommon
      shareholders
                                
                                $
                                25,155
                                
                                
                                
                                22,805,981
                                (A)
                                
                                $
                                .00Effect
      of Dilutive SecuritiesStock
      Options
                                
                                
                                
                                
                                
                                
                                36,128Diluted
      EPSIncome
      available toCommon
      shareholders
                                
                                $
                                25,155
                                
                                
                                
                                22,842,109
                                
                                
                                $
                                .00
 (A) 
See Note A.
  F-9
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 
 NOTE G – EMPLOYEE STOCK
OPTION PLAN
 
 On
September 24, 2008, the Company granted stock options to employees to purchase
133,800 shares of common stock at $.50 a share.  Three employees
subsequently left the Company and their options for 600 shares were
terminated.  The options expired on September 23, 2009, at which
time  options to purchase 5,200 shares had been
exercised.
 
 NOTE H – THEFT
LOSS
 
 In
connection with the preparation of unaudited financial statements for the
quarter ended September 30, 2008, management of TVFC became aware of accounting
irregularities that resulted in being unable account for approximately $200,000
of inventory that TVFC had purchased that was not the subject of corresponding
sales orders.  During the course of TVFC's preliminary investigation
of the matter, management discovered that certain employees were committing
fraud against the company by stealing inventory
and reselling it pursuant to fraudulent sales orders that were never submitted
to the company.  These employees were retaining the sale price of the
inventory and, in some cases, using company employees to fabricate and install
the products on company time using company vehicles.
 
 During
the last quarter of 2008, management believed that it had identified most if not
all of the perpetrators of the fraud, and some of the instances in which
inventory was stolen and the jobs to which the inventory was allocated. The
fraud extended not only to the loss of the inventory and man hours for the labor
associated with the jobs at which the inventory was applied, but also some
degree of lost income that TVFC might have recognized if it had completed the
jobs.  However, since the sales prices for these fraudulent jobs were
substantially below TVFC’s normal sales prices, management believes that it
would not have been able to obtain many of these fraudulent sales as company
sales.
 
 Management
has taken what it believes to be appropriate action to address the material
weaknesses in internal control over financial reporting, including terminating
three employees, making other personnel changes, and implementing improved
physical and documentary controls and procedures.  However, management
does not expect that its disclosure controls and procedures or internal control
over financial reporting will prevent all errors or all instances of fraud in
the future.  A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met.  Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  Inherent limitations in all control systems include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple errors or mistakes.  Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls.  The design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions.
 
 On
December 5, 2008, one of the terminated employees referred to above filed a
complaint in Superior Court against the company and its
principals.  The complaint alleges (i) unlawful non-payment of wages,
(ii) breach of implied covenant of good faith and fair dealing, (iii) failure to
pay earned wages upon separation, (iv) defamation, and (v) wrongful
discharge.  The employee is seeking compensatory damages, attorneys'
fees, punitive damages and equitable relief but has made no specific monetary
demand for damages.  On January 5, 2009, company counsel filed a
demurrer requesting that the court dismiss most of the claims because they are
deficient as a matter of law.
 
 Management
believes that the ultimate resolution of this matter will not have a material
adverse effect on the financial statements.
  F-10
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
  NOTE I –
EQUITY
 
 Common
Shares
 
 The
Company is authorized to issue 100,000,000 shares of $.0001 par value common
stock, and as of December 31, 2008, the Company had 22,859,000 shares
outstanding.  During 2008 and 2007, the Company issued the following
shares of common stock:
 
 During
2008, the Company issued 59,000 shares for cash in the amount of $59,000 ($1.00
per share).
 
 During
2007, the Company issued 22,700,000 as a result of the reverse merger (see Note
A).
 
 Preferred
Shares
 
 The
Company is authorized to issue 10,000,000 shares of $.0001 par value preferred
stock.  As of December 31, 2008, the Company had no preferred shares
outstanding.  During 2008 and 2007, the Company did not issue any
preferred shares of preferred stock.
 
 NOTE J – STOCK
RECEIVABLE
 
 The
Company had $5,000 in Stock Receivable which represents stock that was purchased
in 2008 and paid for in February 2009.
 
 NOTE K – SUBSEQUENT
EVENTS
 
 In 2009,
the Company drew down $52,000 under its line of credit and subsequently repaid
$27,000, leaving an outstanding balance as of October 12, 2009, of $25,000 (see
Note C).
 
 NOTE L – RECLASSIFICATION
AND RESTATEMENT:
 
 (A)
                    RECLASSIFICATION:  In
      prior years, the Company had included as a component of Interest
      Expense credit card fees charged by credit card companies to our
      Company for accepting payments from our customers by credit card, and
      financing discounts representing the amount we receive from companies that
      finance a customer’s purchase of our products, which is less than the
      amount of our invoice to the customer.  The Company subsequently
      concluded that these two items were more appropriately classified as
      selling, general and administrative expenses.  Accordingly, the
      2008 and 2007 audited Statements of Operations have been reclassified to
      include these items in Selling, General and Administrative
      Expenses.
 
 The
following line items in the Statements of Operation were affected:
 
 2008
                          As Originally
                          Reported
                        
                        
                        2008
                          As
                          Reclassified
                        
                        
                        Effect
                          of
                          Change
                        
                        
                        2007
                          As Originally
                          Reported
                        
                        
                        2007
                          As
                          Reclassified
                        
                        
                        Effect
                          of
                          ChangeSelling,
      General and Administrative
                        
                        $
                        401,775
                        
                        
                        $
                        442,930
                        
                        
                        $
                        41,155
                        
                        
                        $
                        362,321
                        
                        
                        $
                        379,524
                        
                        
                        $
                        17,203Total
      Expenses
                        
                        
                        1,886,763
                        
                        
                        
                        1,927,918
                        
                        
                        
                        41,155
                        
                        
                        
                        1,406,388
                        
                        
                        
                        1,423,591
                        
                        
                        
                        17,203Net
      Operating Income
                        
                        
                        145,843
                        
                        
                        
                        104,688
                        
                        
                        
                        (41,155
                        )
                        
                        
                        663,936
                        
                        
                        
                        646,733
                        
                        
                        
                        (17,203
                        )Interest
      Expense
                        
                        
                        (47,273
                        )
                        
                        
                        (6,118
                        )
                        
                        
                        41,155
                        
                        
                        
                        (21,987
                        )
                        
                        
                        (4,784
                        )
                        
                        
                        17,203Net
      Other Income (Expense)
                        
                        
                        (40,688
                        )
                        
                        
                        467
                        
                        
                        
                        41,155
                        
                        
                        
                        (19,015
                        )
                        
                        
                        (1,812
                        )
                        
                        
                        17,203
  F-11
  VINYL
PRODUCTS, INC.
 Notes
to Consolidated Financial Statements
 For
the Years Ended December 31, 2008 and 2007 (Reclassified and
Restated)
 (B)
                    RESTATEMENT:
      Income Taxes for 2008 was previously reported as $50,000; the correct
      amount was $80,000.  Accordingly, the 2008 financial statements
      have been restated to reflect the correction of this
  error.
 
 The
following line items in the 2008 Statement of Operations, Balance Sheet and
Statement of Cash Flows were affected:
 
 2008 As Originally
      Reported
                            
                            
                            2008
                              As Restated
                            
                            
                            Effect
                              of ChangeStatement
      of Operations:Income
      Taxes
                            
                            
                            (50,000
                            )
                            
                            
                            (80,000
                            )
                            
                            
                            (30,000
                            )Net
      Income
                            
                            $
                            55,155
                            
                            
                            $
                            25,155
                            
                            
                            
                            (30,000
                            )Balance
      Sheet:Prepaid
      Expenses
                            
                            
                            47,451
                            
                            
                            
                            38,651
                            
                            
                            
                            (8,800
                            )Total
      Current Assets
                            
                            
                            381,792
                            
                            
                            
                            372,992
                            
                            
                            
                            (8,800
                            )Total
      Assets
                            
                            $
                            671,653
                            
                            
                            $
                            662,853
                            
                            
                            
                            (8,800
                            )Income
      Taxes Payable
                            
                            
                            0
                            
                            
                            
                            21,200
                            
                            
                            
                            21,200Total
      Current Liabilities
                            
                            
                            435,705
                            
                            
                            
                            456,905
                            
                            
                            
                            21,200Total
      Liabilities
                            
                            
                            465,883
                            
                            
                            
                            487,083
                            
                            
                            
                            21,200Retained
      Earnings
                            
                            
                            112,670
                            
                            
                            
                            82,670
                            
                            
                            
                            (30,000
                            )Total  Shareholders’
      Equity
                            
                            
                            205,770
                            
                            
                            
                            175,770
                            
                            
                            
                            (30,000
                            )Total
      Liabilities and Shareholders’ Equity
                            
                            $
                            671,653
                            
                            
                            $
                            662,853
                            
                            
                            
                            (8,800
                            )Statement
      of Cash Flows:Net
      Income
                            
                            
                            55,155
                            
                            
                            
                            25,155
                            
                            
                            
                            (30,000
                            )Decrease
      (Increase) in Prepaid Expenses
                            
                            
                            (15,608
                            )
                            
                            
                            (6,808
                            )
                            
                            
                            8,800Increase
      (Decrease) in Income Taxes Payable
                            
                            
                            (9,732
                            )
                            
                            
                            11,468
                            
                            
                            
                            21,200
  F-12
 Item
9A. Controls and Procedures.
  We
maintain disclosure controls and procedures that are designed to ensure that
information we are required to disclose in the reports we file under the
Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms,
and that such information is accumulated and communicated to management,
including our President and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
 
 Our
management also is responsible for establishing and maintaining internal control
over financial reporting which is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our
financial statements for external purposes in accordance with generally accepted
accounting principles.  Internal control over financial reporting
includes policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our
management and directors; and (iii) provide reasonable assurance regarding the
prevention or timely detection of the unauthorized acquisition, use or
disposition of our assets that could have a material effect on our financial
statements.
 
 Our
management does not expect that our disclosure controls and procedures or
internal control over financial reporting will be effective in all
instances.  There are inherent limitations in all control systems that
reflect both resource constraints and the human factor as it relates to the
application of a control system, including the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
errors or mistakes.  Controls also can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls.  The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events and any design may not succeed in achieving its stated goals under
all potential future conditions.
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of
December 31, 2008, the Company’s management carried out an evaluation, under the
supervision and with the participation of the Company’s Chief Executive Officer
(principal executive officer, or PEO) and Chief Financial Officer (principal
financial officer, or PFO), of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act), pursuant to Exchange Act Rule
13a-15.  As a result of our evaluation we identified the following
material weaknesses in our disclosure controls and procedures, which are more
fully described below under the heading "Identification of Material
Weakness":
 :
 ·
              failure
      to implement entity level controls;
 ·
              failure
      to institute adequate inventory and labor utilization
      controls;
 ·
              failure
      to institute procedures to accurately compute taxes;
  and
 ·
              undue
      reliance on third party
professionals.
 
 In view
of the results of our evaluation, the Company’s PEO and PFO concluded that the
Company's disclosure controls and procedures were not effective as of December
31, 2008.
  Changes
in Internal Controls
 
 We
believe that the material weaknesses we identified with respect to our
disclosure controls and procedures also represented weaknesses in our internal
control over financial reporting.  During the three months ended
December 31, 2008, we made changes to our internal control over financial
reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that
have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting, as more fully described
below under the heading "Identification of Material
Weakness."
  
  Identification
of Material Weaknesses in Controls and Procedures
 
 In the
course of preparing the audited consolidated financial statements we filed with
the Form 10-K for the year ended December 31, 2008 (the "Original Filing") and
the periods thereafter, and in connection with the evaluation of our controls
and procedures, we discovered the material weaknesses in our controls and
procedures enumerated above under the heading "Evaluation of Disclosure Controls
and Procedures."
 
 A
material weakness in internal control over financial reporting is defined in
Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely.  A
significant deficiency is a deficiency, or a combination of deficiencies, in
internal control over financial reporting that is less severe than a material
weakness, yet important enough to merit attention by those responsible for
oversight of the Company's financial reporting.
 
 Prior to
our acquisition of The Vinyl Fence Company, Inc. ("TVFC") in November 2008, we
were a "shell" company that had no operations and TVFC had operated its business
as a private company.  Accordingly, we were not subject to the
rigorous rules and regulations relating to controls and procedures under the
Sarbanes Oxley Act of 2002 or the Exchange Act.
 
 A.
              Failure
      to Implement Entity Level Controls and Inventory and Labor Utilization
      Controls
 
 In
connection with the preparation of unaudited financial statements for the
quarter ended September 30, 2008, management of TVFC, which became our
subsidiary after the share exchange transaction consummated on November 20,
2008, determined that TVFC had material weaknesses in its internal controls over
financial reporting and, consequently, weaknesses in our disclosure controls and
procedures.  We are reporting the weaknesses in this Form 10-K because
it is the first periodic report we are filing under the Exchange
Act.
  Management
became aware of the accounting irregularities in the course of reviewing monthly
financial operations reports for the month ended September 30, 2008 that
demonstrated a significant decline in TVFC's gross profit percentage over the
previous several months.  In an itemized review of the monthly
financial information for the several prior quarters, management of TVFC was
unable to account for approximately $200,000 of inventory that TVFC had
purchased that was not the subject of corresponding sales
orders.  During the course of TVFC's preliminary investigation of the
matter in September 2008, management discovered that certain employees were
committing fraud against the Company by stealing inventory and reselling it
pursuant to fraudulent sales orders that were never submitted to the
Company.  These employees were retaining the sale price of the
inventory and, in some cases, using Company employees to fabricate and install
the products on Company time using Company equipment and vehicles.
 
 We
reported the loss resulting from the theft of inventory in our unaudited
financial statements for the quarter ended September 30, 2008 and the numerical
information included in those financial statements is
accurate.  However, the notes to the financial statements did not
discuss the theft or provide an explanation for the declining financial
performance, as we continued to investigate the circumstances surrounding the
incidents.  Furthermore, while the management's discussion and
analysis portion of the Current Report on Form 8-K (filed with the SEC on
November 26, 2008) made reference to a decline in our gross profit resulting
from personnel problems in our fabricating and installation departments, noting
that we addressed these issues by re-defining the roles of our staff responsible
for fabrication and installation and by restructuring our work force, it did not
make reference to the theft or the weaknesses in our internal controls and
procedures.
 
 In
connection with its investigation of the unaccounted for inventory, management
of TVFC identified the following material weaknesses to TVFC’s (and, after
consummation of share exchange on November 20, 2008, the Company's) internal
control over financial reporting:
 
 Entity
Level Controls:    The Company failed to develop and
maintain a company-wide anti-fraud program over the initiating and processing of
financial transactions, as well as other company-wide procedures which may have
an impact on internal controls over financial reporting.
  
 
 Inventory
and Labor Utilization Control: Senior management failed to maintain sufficient
oversight over inventory usage and labor utilization.   As an example,
this lack of proper oversight allowed certain trusted employees to fabricate
ship and install products for fraudulent jobs.
 
 During
the last fiscal quarter of 2008, management implemented measures to address
these material weaknesses in our internal control over financial
reporting.  These actions have materially affected the Company’s
internal control over financial reporting for that period, and
included:
 
 ·
              Personnel
      Changes:  Our primary responses to rooting out the fraud were to
      terminate those identified as the perpetrators and to redefine the roles
      of the managers of our accounting department, customer service department
      and installation department.  The underlying premise of the
      changes in our managers' roles is to distribute accountability for
      transactions within each of the core elements of our operations among
      multiple departments.  These changes are intended to ensure that
      each material transaction is examined by more than one individual; a
      safeguard that we believe will significantly reduce the possibility that a
      fraudulent transaction would go undetected or unreported to senior
      management.
 
 ·
              Inventory
      Control Procedures:  We developed a series of controls and
      procedures to monitor the flow of inventory through each stage of our
      operations.  Inventory is reconciled with materials purchased
      and received against jobs scheduled and the analysis reports are reviewed
      by senior management.  Material variances between inventory
      inspected and inventory requirements for booked orders are reported to
      management immediately.  We also are developing returned goods
      procedures that will account for materials returned from jobsites (for
      scrap or reuse) which will allow us to determine the true material usage
      and gross profit.
 
 In
addition to the foregoing, management more closely oversees all aspects of
operations.  More importantly, management reviews gross profit
components and percentages on a monthly basis to ensure that we properly account
for all inventory.
 
 There can
be no assurance at this time that the actions taken to date will effectively
remediate the material weakness described above. We are continuing to closely
monitor and assess the effectiveness of our processes, procedures and controls,
and our board of directors (which serves as our audit committee) will make
adjustments as and when necessary.
 
 B.
              Failure
      to Institute Procedures to Accurately Compute Taxes; Reliance on Third
      Party Professionals
 
 We
determined that our failure to accurately compute our federal and state
corporate income tax liability for the year ended December 31, 2008, as
described under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations – Reclassification and Restatement," was a
result of the following weaknesses in our internal control over financial
reporting:
 
 ·
              Inadequate
      Expertise in the application of Federal and State Tax Laws as they Impact
      Financial Reporting: Our internal accounting personnel did not possess
      sufficient expertise in the application of federal and state tax laws as
      they apply to consolidation of an acquired business with a different
      fiscal year end.
 
 ·
              Reliance
      on Third Party Professionals: We retained a certified public accountant to
      prepare our tax returns for the year ended December 31,
      2008.  We may not have adequately assessed this person's
      qualifications to ascertain his level of experience to render the services
      for which we retained him.  Moreover, we did not adequately
      monitor this person's work and placed undue reliance on his expertise
      without confirming the accuracy of the finished
  product.
 
 Our
failure to accurately compute our federal and state corporate income taxes for
the year ended December 31, 2008 resulted in an understatement of our tax
liability at December 31, 2008, which impacted our financial statements in
each subsequent interim period through June 30, 2009.  As further
described in Note L to the audited consolidated financial statements
accompanying this report, this error resulted in the restatement of the
Company’s financial statements for the year ended December 31,
2008.
  
 
 We have not yet taken any action to
remediate the material weaknesses identified above.  We currently are
exploring all of the options available to us and will consider each option
carefully before taking any action.  The remediation of these material
weaknesses will be among our highest priorities.
 
 We cannot
assure you at this time that the actions and remediation efforts we ultimately
implement will effectively remediate the material weakness described
above.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 We are
required to evaluate our internal control over financial reporting in order to
allow management to report on their effectiveness on an annual basis, as
required by Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the SEC.  These laws and regulations provide that
management's evaluation of the effectiveness of our internal control over
financial reporting is based on a suitable, recognized control framework that is
established by a body or group that has followed due-process procedures,
including the broad distribution of the framework for public
comment.  We are in the process of implementing the components and
principles presented in "Internal Control — Integrated Framework," issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), as the
basis for our internal control over financial reporting.   We
expect to base assessments of and reports on our internal control over financial
reporting on the COSO framework commencing with the year ending December 31,
2009.
 
 This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
 
 Item
15. Exhibits, Financial Statement Schedules.
 
 (b)           Exhibits.
 
 The
exhibits listed below are either included or incorporated by reference as
indicated:
 
 Exhibit No.
                  
                  Exhibit Description2.1#
                  
                  Agreement
      and Plan of Merger October 10, 2007, among Red Oak Concepts, Inc., a
      Delaware corporation, Red Oak Concepts, Inc., a Nevada corporation, and
      the holders of all of the outstanding shares of common stock of each such
      corporation.2.2*
                  
                  Share
      Exchange Agreement dated  November 20, 20083.1^
                  
                  Certificate
      of Incorporation of Red Oak Concepts, Inc., a Delaware
      corporation.3.2^
                  
                  By-laws
      of Red Oak Concepts, Inc., a Delaware corporation.3.3#
                  
                  Articles
      of Incorporation of Red Oak Concepts, Inc., a Nevada
      corporation.3.4#
                  
                  By-laws
      of Red Oak Concepts, Inc., a Nevada corporation.3.5*
                  
                  Certificate
      of Amendment to Articles of Incorporation of Red Oak Concepts,
      Inc.4.1#
                  
                  Specimen
      common stock certificate of Vinyl Products, Inc.4.2*
                  
                  Form
      of Option Agreement issued by The Vinyl Fence Company, Inc., the
      obligations of which were assumed by the registrant pursuant to the Share
      Exchange Agreement.4.3*
                  
                  Registration
      Rights Agreement dated November 20, 2008 among the registrant and the
      recipients of the common stock received pursuant to the Share Exchange
      Agreement filed as Exhibit 2.1 hereto, the holders of the registrant's
      common stock immediately prior to the closing of the Share Exchange
      Agreement, the holders of certain options assumed by the registrant under
      the Share Exchange Agreement and the purchasers of shares of common stock
      in the registrant's private placement completed on November 24,
      2008.4.4*
                  
                  Lock
      Up/Leak Out Agreement dated November 20, 2008 between the registrant and
      each of Susan D. Zachmann, Katherine Daniels and Barbara
      Deadwiley.4.5*
                  
                  Form
      of Lock Up/Leak Out dated November 20, 2008 between the registrant and
      each of Haber LLC, Themis LLC and Tailor Made Financial
      LLC.
  
  4.6*
                  
                  Form
      of Subscription Agreement between the Registrant and the purchasers in the
      private offering of securities completed on November 24,
    2008.4.7*
                  
                  Registration
      Rights Agreement dated November 24, 2008 among the registrant and the
      purchasers of shares of common stock in the registrant's private placement
      completed on November 24, 2008.10.1#
                  
                  Form
      of demand promissory note dated June 17, 2007 executed by Red Oak
      Concepts, Inc. in favor each of Susan Zachmann and Katherine Daniels each
      in the principal amount of $14,950.10.2*
                  
                  Lease
      agreement between AGA Partners and The Vinyl Fence Company, Inc., a
      California corporation dated January 31, 2005.10.3*
                  
                  Fabricator
      Agreement dated November 11, 2003 between U.S. Polymers, Inc., and The
      Vinyl Fence Company, Inc. as amended and extended on August 29,
      2008.10.4†
                  
                  Professional
      Employer Agreement dated June 23, 2005 between Better Business Systems,
      Inc. (now Avitus Group) and The Vinyl Fence Company,
  Inc.10.5◊
                  
                  Lease
      Renewal dated February 10, 2009 between AGA Partners and The Vinyl Fence
      Company, Inc.14.1*
                  
                  Code
      of Business and Ethical Conduct31.1+
                  
                  Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K/A for the year ended December 31,
  2009.31.2+
                  
                  Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
      Report on Form 10-K/A for the year ended December 31,
  2009.32.1+
                  
                  Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.
 #
                Incorporated
      by reference to the registrant's filing on Form 10-SB as filed with the
      Securities and Exchange Commission on August 15, 2007.^
                Incorporated
      by reference to the registrant's filing on Amendment No. 1 to Form 10-SB
      as filed with the Securities and Exchange Commission on September 4,
      2007.*
                Incorporated
      by reference to the registrant's Current Report on Form 8K as filed with
      the Securities and Exchange Commission on November 26,
    2008.†
                Incorporated
      by reference to the registrant's registration statement on Form S-1 as
      filed with the Securities and Exchange Commission on March 27,
      2009.◊
                Incorporated
      by reference to the registrant's Annual Report on Form 10-K as filed with
      the Securities and Exchange Commission on March 31,
  2009.+
                Filed
      herewith.
  
  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 November 12, 2009.
 
 VINYL
      PRODUCTS, INC.By:
                /s/  Gordon KnottGordon
      Knott
 
 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 November 12, 2009.
 
 Signature
                                        
                                        Title/s/  Gordon
      Knott
                                        
                                        President,
      Principal Executive Officer  and
  DirectorGordon
      Knott/s/
      Douglas E. Wells
                                        
                                        Chief
      Financial Officer and Principal Financial OfficerDouglas
      E. Wells/s/
      Garabed Khatchoyan
                                        
                                        Secretary
      and DirectorGarabed
      Khatchoyan