**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
        10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedAugust
                31, 2007[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period __________   to  
                __________Commission
                File Number:333-145507





**Roughneck
      Supplies, Inc.**


(Exact
      name of small business issuer as specified in its charter)





Nevada
            98-0539891(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




5254
                Green Street, Suite 10, Halifax, Nova Scotia, B3H
                1N7(Address
                of principal executive offices)





(800)
                471-6889(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) 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 issuer 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 whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). [X] Yes [ ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 3,500,000 common shares as of August 31,
      2007





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









**Explanatory
        Note**




The
            purpose of this Amendment No. 1 to the Quarterly Report on Form 10-QSB
            previously filed with the United States Securities and Exchange Commission
            on
            October 15, 2007, is to indicate that the registrant is a shell
            company.





Table
            of Contents





TABLEOF
                CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Plan
                of Operation
            4Item
                3.
            Controls
                and Procedures
            9PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5.
            Other
                Information
            10Item
                6.
            Exhibits
            10


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**


**Item** **1.**  **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of August 31, 2007
                (unaudited);F-2
            Consolidated
                Statement of Operations (Unaudited) for the three
                months ended August 31, 2007 and for the period from February 22,
                2007
                (date of inception) through August 31, 2007;F-3
            Consolidated
                Statement of Cash Flows (Unaudited) for the three
                months ended August 31, 2007 and for the period from February 22,
                2007
                (date of inception) through August 31, 2007;F-4
            Consolidated
                Statement of Stockholders’ Equity (Unaudited) for
                the three months ended August 31, 2007 and for the period from February
                22, 2007 (date of inception) through August 31, 2007;
                andF-5
            Notes
                to Consolidated Financial
                Statements;








These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended August 31, 2007
      are not necessarily indicative of the results that can be expected for the
      full
      year.




3
 Table
          of Contents


**RoughneckSupplies
        Inc.**
 **(A
        Development Stage Company)**
 **BALANCE
        SHEET**
 (Expressed
        in US Dollars)
 Note
                      2 - Basis of Presentation - Going Concern**Aug
                      31, 2007**
                  
                  **May
                      31, 2007****ASSETS****CURRENT
                      ASSETS**Cash
                  $
                  48,324
                  
                  $
                  74,034**Total
                      Current Assets**
                  
                  48,324
                  
                  
                  74,034**TOTAL
                      ASSETS**
                  $
                  48,324
                  
                  $
                  74,034**LIABILITIES
                      AND STOCKHOLDERS' EQUITY****CURRENT
                      LIABILITIES**Accrued
                      Liabilities
                  $
                  6,547
                  
                  $
                  32,000**Total
                      Current Liabilities**
                  
                  6,547
                  
                  
                  32,000**COMMITMENTS
                      & CONTINGENCIES (Note 5)****STOCKHOLDERS'
                      EQUITY**Common
                          Stock (Note 1)Authorized 50,000,000 shares at par value
                          of
                          $0.001 each
                        Issued
                          and Outstanding 3,500,000 shares
                  
                  3,500
                  
                  
                  3,500Additional
                      Paid-In Capital
                  
                  71,500
                  
                  
                  71,500Accumulated
                      Deficit during Development Stage
                  
                  (33,223)
                  
                  
                  0**Total
                      Stockholders' Equity**
                  
                  41,777
                  
                  
                  75,000**TOTAL
                      LIABILITIES AND STOCKHOLDERS' EQUITY**
                  $
                  48,324
                  
                  $
                  107,000
 F-1
 Table
            of Contents
 **RoughneckSupplies
          Inc.**
 **(A
          Development Stage Company)**
 **INCOME
          STATEMENT**
 (Expressed
          in US
          Dollars)
 **Three
                      Months Ended**
                    **Aug
                      31, 2007**
                  
                  **Cumulative
                      From**
                    **Feb
                      22, 2007**
                    **(Date
                      of Inception) to**
                    **Aug
                      31, 2007****Revenue**Sales
                      and Services
                  $
                  -
                  
                  $
                  -**Total
                      Revenue**
                  
                  -
                  
                  
                  -**Operating
                      Expenses**General
                      and Administative
                  
                  103
                  
                  
                  729Marketing
                      and Promotion
                  
                  154
                  
                  
                  1,494Professional
                      Fees
                  
                  0
                  
                  
                  31,000**Total
                      Operating Expenses**
                  
                  257
                  
                  
                  33,223**Net
                      (Loss)**
                  $
                  (257)
                  
                  $
                  (33,223)**Net
                      Loss Per Common Share - Basic and Fully Diluted:**Net
                      Loss for the Period
                  $
                  0.00**Weighted
                      Average Number of Common Stock Outstanding**
                  
                  1,750,000
 The
          accompanying notes to the financial statements are
          an integral part of these statements.
 F-2
 Table
            of Contents
 **RoughneckSupplies
          Inc.**
 **(A
          Development Stage Company)**
 **STATEMENT
          OF CASH FLOWS**
 (Expressed
          in US
          Dollars)
 **Three
                      Months Ended**
                    **Aug
                      31, 2007**
                  
                  **Cumulative
                      From**
                    **Feb
                      22, 2007 (Date of Inception) to**
                    **Aug
                      31, 2007****Cash
                      flows from operating activities:**Net
                      (Loss)
                  $
                  (257)
                  
                  $
                  (33,223)Adjustments
                      to reconcile net loss to net cash used in operating
                      activities:Net
                      change in operating assets and liabilities:
                  
                  -
                  
                  
                  -Other
                      current liabilities
                  
                  (25,453)
                  
                  
                  6,547**Net
                      cash flows provided by operating activities**
                  
                  (25,710)
                  
                  
                  (26,676)**Cash
                      flows from investing activities:**Net
                      cash (used in) investing activities
                  
                  -
                  
                  
                  -**Net
                      cash flows used by investing activities**-
                  
                  
                  -**Cash
                      flows from financing activities:**Issues
                      of shares
                  
                  -
                  
                  
                  75,000**Net
                      cash flows used by financing activities**
                  
                  -
                  
                  
                  75,000**Increase
                      in cash**
                  
                  (25,710)
                  
                  
                  48,324Cash,
                      beginning of period
                  
                  74,034
                  
                  
                  0Cash,
                      end of period
                  
                  48,324
                  
                  $
                  48,324
  The
          accompanying notes to the financial statements are
          an integral part of these statements.
 F-3
 Table
            of Contents
 **RoughneckSupplies
          Inc.**
 **(A
          Development Stage Company)**
 **STATEMENT
          OF CHANGES SHAREHOLDER EQUITY**
 (Expressed
          in US
          Dollars)
 Common
                    Stock
                
                Amount
                
                Additional
                  Paid-in
                    Capital
                
                Deficit
                  Accumulated
                  During
                    Development Stage from
                  Inception
                    to
                  Aug
                    31, 2007
                
                Shareholders'
                    EquityBalance
                    at Inception, February 22, 2007
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Shares
                    issued at $0.01 per share pursuant to subscription on March 22,
                    2007
                
                2,500,000
                
                
                2,500
                
                
                22,500
                
                
                -
                
                
                25,000Shares
                    issued at $0.05 per share pursuant to subscription on May 31,
                    2007
                
                1,000,000
                
                
                1,000
                
                
                49,000
                
                
                -
                
                
                50,000Accumulated
                    deficit during development stage
                
                
                
                
                
                
                
                
                
                
                (32,966)
                
                
                (32,966)Balance
                    May 31, 2007
                
                3,500,000
                
                $
                3,500
                
                $
                71,500
                
                $
                (32,966)
                
                $
                42,034Accumulated
                    deficit during development stage for three months ended Aug 31,
                    2007
                
                
                
                
                
                
                
                
                
                
                (257)
                
                
                (257)Balance
                    Aug 31, 2007
                
                3,500,000
                
                $
                3,500
                
                $
                71,500
                
                $
                (33,223)
                
                $
                41,777
  The
        accompanying notes to the financial statements are
        an integral part of these statements.
 F-4
 Table
            of Contents
 **ROUGHNECKSUPPLIES,
        INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(A
        Development Stage Company)**
 **August
        31, 2007**
 **(Expressed
        in US Dollars)**
 
 **1.
        BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
 
 **Organization
        and Description of Business**
 
 Roughneck
        Supplies, Inc. (the “Company”) was incorporated in the State of Nevada on
        February 22, 2007. The Company plans to sell oil and gas drilling supply
        products; a category of goods that typically includes: drill bits, hand tools,
        safety equipment, work wear, industrial cleaning products, and lubrication
        fluids used in the drilling process. The Company intends to provide credit
        in
        the normal course of business to its customers and perform ongoing credit
        evaluations of those customers. It will maintain allowances for doubtful
        accounts based on factors surrounding the credit risk of specific customers,
        historical trends, and/or other information.
 
 **Cash
        and Cash Equivalents**
 
 Cash
        equivalents comprise certain highly liquid instruments with a maturity of
        three
        months or less when purchased. As at August 31, 2007, the Company did not
        have
        any cash equivalents.
 
 **Asset
        Retirement Obligations**
 
 The
        Company has adopted SFAS No. 143, *Accounting
        for Asset Retirement Obligations* which
        requires that the fair value of a liability for an asset retirement obligation
        be recognized in the period in which it is incurred. The Company has not
        incurred any asset retirement obligations as of August 31, 2007.
 
 **Foreign
        Currency**
 
 The
        operations of the Company are located in Canada. The Company maintains a
        US
        dollar bank account(s). The functional currency is the US Dollar. Transactions
        in foreign currencies other than the functional currency, if any, are remeasured
        into the functional currency at the rate in effect at the time of the
        transaction. Remeasurement gains and losses that arise from exchange rate
        fluctuations are included in income or loss from operations.
 
 **Use
        of Estimates**
 
 The
        preparation of the Company’s financial statements in conformity with generally
        accepted accounting principles of the United States of America requires
        management 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 period. Management makes its best estimate
        of the
        ultimate outcome for these items based on historical trends and other
        information available when the financial statements are prepared. Actual
        results
        could differ from those estimates.
 
 **Loss
        Per Share**
 
 Basic
        earnings (loss) per share of common stock are computed by dividing the net
        earnings (loss) by the weighted average number of common shares outstanding
        during the period. Diluted earnings (loss) per share are equal to the basic
        loss
        per share for the year ended August 31, 2007 because there are no common
        stock
        equivalents outstanding.
  F-5
 Table
            of Contents
 **ROUGHNECK
          SUPPLIES, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **(A
          Development Stage Company)**
 **August
          31, 2007**
 **(Expressed
          in US Dollars)**
 **Fair
        Value of Financial Instruments**
 
 The
        carrying value of cash and accrual liabilities at August 31, 2007 reflected
        in
        these financial statements approximates their fair value due to the short-term
        maturity of the instruments.
 
 **Income
        Taxes**
 
 The
        Company records deferred taxes in accordance with Statement of Financial
        Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” The
        statement requires recognition of deferred tax assets and liabilities for
        temporary differences between the tax bases of assets and liabilities and
        the
        amounts at which they are carried in the financial statements, based upon
        the
        enacted tax rates in effect for the year in which the differences are expected
        to reverse. A valuation allowance is established when necessary to reduce
        deferred tax assets to the amount expected to be realized.
 
 **Development
        Stage**
 
 The
        Company entered the development stage upon its inception in the current year.
        Accordingly, income and expenses for the current year and cash flow for the
        current year equal income and expenses and cash flow on a cumulative basis
        since
        inception.
 
 **Impairment
        of Long-Lived Assets**
 
 The
        Company periodically analyzes its long-lived assets for potential impairment,
        assessing the appropriateness of lives and recoverability of unamortized
        balances through measurement of undiscounted operation cash flows in accordance
        with SFAS No. 144, *Accounting
        for the Impairment or Disposal of Long-lived Assets* .
        If
        impairment is deemed to exist, the asset will be written down to its fair
        value.
        Fair value is generally determined using a discounted cash flow analysis.
        As of
        May 31, 2007, the Company does not believe any adjustment for impairment
        is
        required.
 
 **Concentrations**
 
 The
        Company has only a limited operating history, and its growth strategy is
        dependent upon its ability to obtain customers. The Company’s success depends
        largely upon the efforts, abilities, and decision-making of its sole officer
        and
        director. Management has negotiated one supplier agreement to date,
        interruptions in or non-performance by this supplier can adversely affect
        the
        company’s operations.
 
 **New
        Accounting Pronouncements**
 
 In
        September 2006, the FASB issued SFAS No. 157, *Fair
        Value Measurements* .”
This
        statement defines fair value, establishes a framework for measuring fair
        value
        in generally accepted accounting principles, and expands disclosure about
        fair
        value measurements. This statement applies under other accounting pronouncements
        that require or permit fair value measurement, the FASB having previously
        concluded in those accounting pronouncements that fair value is the relevant
        measurement attribute. This statement does not require any new fair value
        measurements. However, for some entities the application of the statement
        will
        change current practice. This statement is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and interim periods
        within those fiscal years. The Company is currently reviewing the effect,
        if
        any, that this new pronouncement will have on its financial
        statements.
  F-6
 Table
            of Contents
 **ROUGHNECK
          SUPPLIES, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **(A
          Development Stage Company)**
 **August
          31, 2007**
 **(Expressed
          in US Dollars)**
  FASB
        Interpretation No. 48, *Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement
        No. 109* ,
        (“FIN
        48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
        in an enterprise’s financial statements in accordance with SFAS
        No. 109 *.* FIN 48
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return. The new FASB standard also provides guidance on
        derecognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition. The evaluation of a tax position in
        accordance with FIN 48 is a two-step process. The first step is a recognition
        process whereby the enterprise determines whether it is more likely than
        not
        that a tax position will be sustained upon examination, including resolution
        of
        any related appeals or litigation processes, based on the technical merits
        of
        the position. In evaluating whether a tax position has met the
        more-likely-than-not recognition threshold, the enterprise should presume
        that
        the position will be examined by the appropriate taxing authority that has
        full
        knowledge of all relevant information. The second step is a measurement process
        whereby a tax position that meets the more-likely-than-not recognition threshold
        is calculated to determine the amount of benefit to recognize in the financial
        statements. The tax position is measured at the largest amount of benefit
        that
        is greater than 50% likely of being realized upon ultimate settlement. The
        provisions of FIN 48 are effective for fiscal years beginning after
        December 15, 2006. Earlier application is permitted as long as the
        enterprise has not yet issued financial statements, including interim financial
        statements, in the period of adoption. The provisions of FIN 48 are to be
        applied to all tax positions upon initial adoption of this standard. Only
        tax
        positions that meet the more-likely-than-not recognition threshold at the
        effective date may be recognized or continue to be recognized upon adoption
        of
        FIN 48. The cumulative effect of applying the provisions of FIN 48 should
        be
        reported as an adjustment to the opening balance of retained earnings (or
        other
        appropriate components of equity or net assets in the statement of financial
        position) for that fiscal year. We are currently evaluating the statement
        and
        have not yet determined the impact of such on our financial
        statements.
 
 SFAS
        No. 151 *,
        Inventory Costs - an amendment of ARB No. 43, Chapter 4* (“SFAS
        151”). In November 2004, the FASB issued SFAS 151 which amends the guidance in
        ARB No. 43, Chapter 4, “Inventory Pricing.” ARB No. 43 previously
        required that certain costs associated with inventory be treated as current
        period charges if they were determined to be so abnormal as to warrant it.
        SFAS
        151 amends this removing the so abnormal requirement and stating that
        unallocated overhead costs and other items such as abnormal handling costs
        and
        amounts of wasted materials (spoilage) require treatment as current period
        charges rather than a portion of inventory cost. SFAS 151 is effective for
        inventory costs incurred during fiscal years beginning after June 15, 2005,
        with earlier application permitted. The provisions of this statement need
        not be
        applied to immaterial items. We do not allocate overhead costs to inventory
        and
        management has determined that there are no other material items which require
        the application of SFAS 151.
 
 There
        were various other accounting standards and interpretations issued during
        2006
        or to May 31, 2007, none of which are expected to have a material impact
        on the
        Company’s financial position, operations or cash flows.
 
 **2.
        BASIS OF PRESENTATION - GOING CONCERN**
 
 These
        consolidated financial statements have been prepared on a going-concern basis
        which assumes that the Company will be able to realize assets and discharge
        liabilities in the normal course of business for the foreseeable
        future.
 
 The
        Company has experienced losses since its inception of the development stage
        amounting to $33,223 as of August 31, 2007 and has no operating revenues.
        As of
        August 31, 2007, the Company had a total of $48,324 in cash; however, this
        amount may be insufficient to sustain
  F-7
 Table
            of Contents
 **ROUGHNECK
          SUPPLIES, INC.**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **(A
          Development Stage Company)**
 **August
          31, 2007**
 **(Expressed
          in US Dollars)**
  operations
        over the course of the next year. These factors raise substantial doubt about
        the Company’s ability to continue as a going concern. The ability of the Company
        to meet its commitments as they become payable is dependent on the ability
        of
        the Company to execute its plan to establish a customer base, obtain customers
        that make purchases, and to obtain necessary financing or achieve a profitable
        level of operations. There are no assurances that the Company will be successful
        in achieving these goals.
 
 These
        financial statements do not give effect to adjustments to the amounts and
        classifications to assets and liabilities that would be necessary should
        the
        Company be unable to continue as a going concern.
 
 **3.
        COMMON STOCK**
 
 On
        March
        1, 2007, the number of authorized shares of common stock was increased from
        1,000 to 50,000,000 shares.
 
 On
        March
        22, 2007, the Company issued 2,500,000 shares at $0.01 per share to its founder
        and CEO in return for total proceeds of $25,000.
 
 During
        March 23 to May 31, 2007, the Company issued 1,000,000 shares to 40 individuals
        pursuant to subscriptions for $0.05 per share in return for total proceeds
        of
        $50,000.
 
 **4.
        INCOME TAXES**
 
 The
        Company is subject to United States income. The Company had no income tax
        expense during the reported period due to net operating losses.
 
 A
        reconciliation of income tax expense to the amount computed at the statutory
        rates is as follows:
  Loss
                for the three months
              $
              (257)Average
                statutory tax rate
              
              35%Expected
                income tax provision
              
              (90)Unrecognized
                tax losses
              
              90Income
                tax expense
              $
              0
  Significant
        components of deferred income tax assets are as follows:
  Net
                operating losses carried forward in U.S. at
                May 31, 2007
              $
              32,966Net
                operating losses carried forward in U.S. at Aug 31, 2007
              
              257Valuation
                allowance
              
              (33,223)Net
                deferred income tax assets
              $
              0
  The
        Company has net operating losses carried forward of $33,233 for United States
        tax purposes which will begin to expire in 2027 if not utilized. A valuation
        allowance has been established for this amount.
 
 **5.
        COMMITMENTS & CONTINGENCIES**
 
 As
        of
        August 31, 2007, the Company has accrued for certain liabilities for future
        expenditures.
  F-8
 Table
            of Contents
 **ROUGHNECK
        SUPPLIES, INC.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(A
        Development Stage Company)**
 **August
        31, 2007**
 **(Expressed
        in US Dollars)**
  **6.
        RELATED PARTY TRANSACTIONS**
 
 As
        of
        August 31, 2007, the sole officer and director of the Company owns 71% of
        the
        outstanding shares of the Company.
 
 The
        Company does not have an employment agreement with the sole officer and
        director. The Company does not have a non-compete agreement with the sole
        officer and director.


F-9
 Table
          of Contents




**Item** **2.    Plan
      of Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We intend such forward-looking statements to be covered
      by
      the safe-harbor provisions for forward-looking statements contained in the
      Private Securities Litigation Reform Act of 1995, and are including this
      statement for purposes of complying with those safe-harbor provisions.
      Forward-looking statements are based on current expectations and assumptions
      that are subject to risks and uncertainties which may cause actual results
      to
      differ materially from the forward-looking statements. Our ability to predict
      results or the actual effect of future plans or strategies is inherently
      uncertain. Factors which could have a material adverse affect on our operations
      and future prospects on a consolidated basis include, but are not limited to:
      changes in economic conditions, legislative/regulatory changes, availability
      of
      capital, interest rates, competition, and generally accepted accounting
      principles. These risks and uncertainties should also be considered in
      evaluating forward-looking statements and undue reliance should not be placed
      on
      such statements. We undertake no obligation to update or revise publicly any
      forward-looking statements, whether as a result of new information, future
      events or otherwise. Further information concerning our business, including
      additional factors that could materially affect our financial results, is
      included herein and in our other filings with the SEC.





**Company
      Overview**




We
      were
      incorporated as Roughneck Supplies, Inc. (“Roughneck”) in the State of Nevada on
      February 22, 2007. We are engaged in the business of marketing and retailing
      oil
      and gas drilling supply products. Our products include drill bits, hand tools,
      safety equipment, work wear, and industrial cleaning products. We intend to
      sell
      our products to oil and gas drilling companies and to Field Workers in that
      industry.




Our
      products are marketed and sold through our printed catalog, through our
      toll-free phone line, and through our online store at www.RoughneckSupplies.com.
      We do not carry an inventory of products. Instead we form distribution
      agreements with manufacturers and suppliers whereby our suppliers agree to
      package products in our proprietary packaging and ship them directly to our
      customers. We facilitate the sale of products to our customers and the purchase
      of those products from our suppliers, acting as a marketing agent.




Our
      offices are located at 5254 Green Street, Suite #10, Halifax, Nova Scotia,
      B3H
      1N7, and our telephone number is 1-800-471-6889. Our Internet Site can be found
      at www.RoughneckSupplies.com. Information contained on our Web Site is not
      part
      of this report. Travis McPhee, our President and director may be described
      as a
“promoter” as defined in Rule 405 of the Securities Act by virtue of his role in
      founding and organizing our company.




4
 Table
          of Contents




**Plan
      of Operation in the Next Twelve Months**




We
      plan
      to build a solid base of operations and expand our business operations slowly
      over the next twelve months by utilizing funds acquired through equity
      offerings. Moving forward, we expect to generate revenue from two sources:
      through the sale of products related to the oil and gas industry, which we
      sell
      through our Web Site, toll free phone line, and printed catalog; and the sale
      of
      advertising space on our Web Site. We anticipate that our administrative
      expenses will not exceed approximately $3,000 over the next twelve months.




We
      expect
      that Travis McPhee, who does not currently draw a salary, will be generating
      our
      sales over the coming year. Sales campaigns will be conducted principally
      through the use of the Internet, direct mail, e-mail, and telephone. Personal
      contact will be made where prospective advertisers have offices or
      representatives near Halifax where we maintain our corporate office. On
      occasion, Mr. McPhee may incur some travel expenses, but we do not anticipate
      that such expenses, if incurred at all, will exceed $2,500 for the next 12
      months. O ur
      plan
      of operations for the next twelve months is designed to focus our development
      activities around three main areas vital to our business plan, which include:
      offering new products for sale, developing our Web Site, and general marketing.




Offering
      New Products




Over
      the
      next twelve months, we intend to seek distribution agreements with suppliers
      of
      drilling supply products, allowing us to offer a number of new products for
      sale
      through our three distribution channels. We will utilize the network of contacts
      which has been established by our President, Travis McPhee, in order to develop
      opportunities to acquire new products for distribution.




We
      intend
      to contact manufacturers and suppliers who we have already identified as
      suitable partners through an analysis of their products, wholesale pricing,
      and
      corporate stability, as well as our customers’ needs. We will seek to persuade
      potential suppliers of the benefits of supplying their products to us. We don’t
      anticipate that we will incur any significant expenses seeking out new suppliers
      and new products. It is anticipated that producing and distributing Roughneck
      Supplies product packaging, which will be used by the manufacturers and
      suppliers of the products we sell over the next twelve months, will cost a
      total
      of C$1,000.




Developing
      Our Web Site




Over
      the
      next twelve months we intend to develop new content for our Web Site. We plan
      to
      focus on adding new discussion boards, job listings, and industry articles.
      We
      also plan on improving the features and functionality of our Web Site. Planned
      upgrades include streamlining our online sales transaction process, improving
      data security measures, and further developing our online product catalog.
      We
      expect our planned Web Site upgrades to increase gross traffic to our Web Site,
      as well as increase the number of visitors who sign up for online accounts
      through our Web Site each month. To accomplish these goals, our company has
      engaged an independent contractor to perform web design services, as we require.
      We have incurred approximately C$2,000 in Web Site development expenses as
      of
      July 1, 2007. We expect to incur an additional C$3,000 in Web Site development
      expenses over the next twelve months. We expect to spend a total of
      approximately $600 over the next twelve months for web hosting
      services.




*Online
      Advertising Sales*




We
      intend
      to expand our Internet advertising business by forming relationships with and
      providing exceptional customer service to potential advertisers. As an on-going
      process over the next twelve months, we will market our online advertising
      services to companies that we believe will benefit from




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advertising
      to our Web Site visitors. We plan on generating sales leads for online
      advertising by sending a detailed marketing package to companies that we decide
      to target, based upon their involvement in the oil and gas industry, corporate
      goals, and Internet presence. We will then follow up with telephone sales calls.
      Our President, Travis McPhee, is responsible for marketing and selling our
      online advertising services. Therefore, we don’t anticipate that we will incur
      any significant expenses in marketing and selling these services during the
      next
      twelve months.




Marketing




Over
      the
      next twelve months, we plan to launch a direct marketing campaign, utilizing
      the
      telephone, email and direct mail as tools in that campaign. We will target
      oil
      and gas industry Field Workers - the individuals who are most likely to have
      a
      need for the products we offer through our printed and online catalogs, and
      the
      individuals who are most likely to benefit from the job postings, articles,
      and
      bulletin boards available on our Web Site.




We
      will
      also send printed flyers promoting the benefits of our Web Site to companies
      in
      the oil and gas drilling industry. Our goal is to convince human resources
      and
      operational managers of the benefits of our Web Site for their employees. We
      will follow up with personal telephone calls to these decision makers,
      encouraging them to post the flyers promoting our Web Site in their lunchrooms
      and employee common areas.




To
      reach
      these industry workers, managers, and other corporate personnel, we will be
      relying on the personal and professional contacts of our President, Travis
      McPhee. We expect to spend a total of approximately $1,500 over the next twelve
      months on directing marketing campaigns. We also plan to launch various Internet
      marketing campaigns by placing banner advertising on industry-specific third
      party Web Sites, purchasing Google search ads, and using mass email services
      to
      reach industry groups. We expect to spend an additional $1,500 over the next
      twelve months on these Internet marketing campaigns.




**Off
      Balance Sheet Arrangements**





As
      of
      August 31, 2007, there were no off balance sheet arrangements.





**Significant
      Equipment**




We
      do not
      intend to purchase any significant equipment for the next twelve
      months.





**Results
      of Operations for the Period from February 22, 2007 (Date of Inception) until
      August 31, 2007**





We
      generated no revenue for the three-month period ending August 31, 2007. Our
      Operating Expenses during this period amounted to $257, consisting of $103
      in
      General and Administrative Expenses, and $154 in Marketing and Promotion
      Expenses. We, therefore, recorded a net loss of $257 for the three-month period
      ending August 31, 2007.




We
      generated no revenue for the period from February 22, 2007 (Date of Inception)
      through August 31, 2007. Our Operating Expenses during this period amounted
      to
      $33,223, consisting of $729 in General and Administrative Expenses, $1,494
      in
      Marketing and Promotion Expenses, and $31,000 in Professional Fees. We,
      therefore, recorded a net loss of $33,223 for the period from February 22,
      2007




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(Date
      of
      Inception) through August 31, 2007. Our operating expenses during the period
      are
      primarily attributable to professional fees associated with the initial
      development of our business, legal expenses, and consulting fees.




We
      anticipate that our operating expenses will increase as we implement our
      business plan. The increase will be attributable to expenses to implement our
      business plan, and the professional fees to be incurred in connection with
      the
      filing of a registration statement with the Securities Exchange Commission
      under
      the Securities Act of 1933. We anticipate our ongoing operating expenses will
      also increase once we become a reporting company under the Securities Exchange
      Act of 1934.




**Liquidity
      and Capital Resources**





As
      of
      August 31, 2007, we had total current assets of $48,324, consisting entirely
      of
      Cash. Our total current liabilities as of August 31, 2007 were $6,547. Thus,
      we
      had working capital of $41,777 as of August 31, 2007.




We
      generated no cash during the three-month period ended August 31, 2007. Our
      Operating Activities for the period used $25,710 in cash, consisting of our
      Net
      Loss of $257 and a change in Current Liabilities of $25,453.




We
      generated $75,000 in cash through Financing Activities for the period from
      February 22, 2007 (Date of Inception) until August 31, 2007. Operating
      Activities used $26,676 in cash during the same period. The main component
      of
      our Operating Activities negative cash flow was our Net Loss for the period
      of
      $33,223, offset by a $6,547 change in current liabilities.




As
      demonstrated above, we expect to spend less than $15,000 to implement our
      business plan over the coming year. Our accounting, legal and administrative
      expenses for the next twelve months are anticipated to be an additional $15,000.
      As of August 31, 2007, we had $48,324 in cash and working capital of $41,777.




As
      of
      August 31, 2007, we believe we have sufficient cash to operate our business
      at
      the current level for the next twelve months. We do not expect to need to raise
      additional capital to achieve our business goals and to continue operations.
      If
      management believes it is appropriate to begin a program of rapid expansion,
      however, we believe we will need up to $75,000, and we will therefore have
      insufficient cash to operate our business at the expanded level for the next
      twelve months. We plan on obtaining this operating capital from our own
      available funds and anticipated revenues, but we expect to be able to raise
      capital through the sale of our common stock if business revenues are not
      available to pay necessary expenses.





Although
      our principal has no legal obligation to infuse additional capital, it is
      anticipated that our principal will do so as reasonably necessary by providing
      short-term demand loans carrying a market interest rate should it become
      necessary to do so. Although we do not anticipate the necessity, we may have
      to
      raise additional capital following the completion of this registration
      statement, in the form of private equity securities to meet our financial
      requirements over the next twelve months. We believe that it will be easier
      to
      raise the requisite financing once we become a reporting company and our stock
      is traded on a readily accessible exchange or national quotation system. We
      believe this because investors generally feel more comfortable with investments
      in which there are periodic and complete reports filed


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with
      the
      SEC. In addition, investors put more value on investments in securities of
      a
      company for which they have a readily accessible market to sell their
      securities. We plan to be quoted on the over-the-counter bulletin board upon
      effectiveness of this registration statement in order to provide this benefit
      to
      investors, but we can provide no assurance that our stock will be quoted on
      the
      over-the-counter bulletin. In addition, a market for our common stock may never
      develop. In the event we are not able to obtain financing within the next twelve
      months, our operations will be limited.





**Going
      Concern**




We
      have
      experienced losses since our inception amounting to $33,223 as of August 31,
      2007 and have no operating revenues. As of August 31, 2007, we had a total
      of
      $48,324 in cash; however, this amount may be insufficient to sustain operations
      over the course of the next year. These factors raise substantial doubt with
      our
      auditors about our ability to continue as a going concern. Our ability to meet
      our commitments as they become payable is dependent on our ability to execute
      our plan to establish a customer base, obtain customers that make purchases,
      and
      to obtain necessary financing or achieve a profitable level of operations.
      There
      are no assurances that we will be successful in achieving these
      goals.





**Recently
      Issued Accounting Pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.” This
      statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosure about fair
      value measurements. This statement applies under other accounting pronouncements
      that require or permit fair value measurement, the FASB having previously
      concluded in those accounting pronouncements that fair value is the relevant
      measurement attribute. This statement does not require any new fair value
      measurements. However, for some entities the application of the statement will
      change current practice. This statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and interim periods
      within those fiscal years. We are currently reviewing the effect, if any, that
      this new pronouncement will have on its financial statements.





FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes - An
      Interpretation of FASB Statement No. 109, (“FIN 48”). FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in an enterprise’s
      financial statements in accordance with SFAS No. 109. FIN 48 prescribes a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. The new FASB standard also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure, and transition. The evaluation of a tax position in accordance
      with
      FIN 48 is a two-step process. The first step is a recognition process whereby
      the enterprise determines whether it is more likely than not that a tax position
      will be sustained upon examination, including resolution of any related appeals
      or litigation processes, based on the technical merits of the position. In
      evaluating whether a tax position has met the more-likely-than-not recognition
      threshold, the enterprise should presume that the position will be examined
      by
      the appropriate taxing authority that has full knowledge of all relevant
      information. The second step is a measurement process whereby a tax position
      that meets the more-likely-than-not recognition threshold is calculated to
      determine the amount of benefit to recognize in the financial statements. The
      tax position is measured at the largest amount of benefit that is greater than
      50% likely of being realized upon ultimate settlement. The provisions of FIN
      48
      are effective for fiscal years beginning after December 15, 2006. Earlier
      application is permitted as long as the enterprise has not yet issued financial
      statements, including interim financial statements, in the period of adoption.
      The provisions of FIN 48 are to be applied to all tax positions upon initial
      adoption of this standard. Only tax positions that


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meet
      the
      more-likely-than-not recognition threshold at the effective date may be
      recognized or continue to be recognized upon adoption of FIN 48. The cumulative
      effect of applying the provisions of FIN 48 should be reported as an adjustment
      to the opening balance of retained earnings (or other appropriate components
      of
      equity or net assets in the statement of financial position) for that fiscal
      year. We are currently evaluating the statement and have not yet determined
      the
      impact of such on our financial statements.





SFAS
      No. 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4
      (“SFAS 151”). In November 2004, the FASB issued SFAS 151 which amends the
      guidance in ARB No. 43, Chapter 4, “Inventory Pricing.” ARB No. 43
      previously required that certain costs associated with inventory be treated
      as
      current period charges if they were determined to be so abnormal as to warrant
      it. SFAS 151 amends this removing the so abnormal requirement and stating that
      unallocated overhead costs and other items such as abnormal handling costs
      and
      amounts of wasted materials (spoilage) require treatment as current period
      charges rather than a portion of inventory cost. SFAS 151 is effective for
      inventory costs incurred during fiscal years beginning after June 15, 2005,
      with earlier application permitted. The provisions of this statement need not
      be
      applied to immaterial items. We do not allocate overhead costs to inventory
      and
      management has determined that there are no other material items which require
      the application of SFAS 151.





There
      were various other accounting standards and interpretations issued during 2006
      or to May 31, 2007, none of which are expected to have a material impact on
      our
      financial position, operations or cash flows.




**Item** **3.     Controls
      and
      Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of August 31, 2007. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and our Chief Financial Officer, Mr. Travis McPhee. Based upon that evaluation,
      our Chief Executive Officer and Chief Financial Officer concluded that, as
      of
      August 31, 2007, our disclosure controls and procedures are effective. There
      have been no changes in our internal controls over financial reporting during
      the quarter ended August 31, 2007.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.








Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. 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. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance
      that all control issues and instances of fraud, if any, within the Company
      have
      been detected. These inherent limitations include the realities that judgments
      in decision-making can be faulty, and that breakdowns can occur because of
      simple error or mistake. Additionally, controls can be circumvented by the
      individual acts of some persons, by collusion of two or more people, or by
      management override of the internal control. The design of any system of
      controls also is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions. Over time,
      control may become inadequate because of changes in conditions, or the degree
      of
      compliance with the policies or procedures may deteriorate.


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**PART
      II - OTHER INFORMATION**




**Item** **1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.




**Item** **2.     Unregistered
      Sales of Equity Securities
      and Use of Proceeds**





We
      issued
      2,500,000 shares of common stock on March 22, 2007, to Travis McPhee, our
      president. These shares were issued pursuant to Regulation S of the Securities
      Act of 1933 (the "Securities Act") at a price of $0.01 per share, for total
      proceeds of $25,000. The 2,500,000 shares of common stock are restricted shares
      as defined in the Securities Act.





We
      completed a private placement of 1,000,000 shares of our common stock pursuant
      to Regulation S of the 1933 Act on May 31, 2007. All shares were issued at
      a
      price of $0.05 per share. We received proceeds of $50,000 from the offering.
      Each purchaser represented to us that the purchaser was a Non-US Person as
      defined in Regulation S. We did not engage in a distribution of this offering
      in
      the United States. Each purchaser represented their intention to acquire the
      securities for investment only and not with a view toward distribution. All
      purchasers were given adequate access to sufficient information about us to
      make
      an informed investment decision. None of the securities were sold through an
      underwriter and accordingly, there were no underwriting discounts or commissions
      involved.




**Item** **3.     Defaults
      upon Senior
      Securities**





None




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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended August
      31, 2007.




**Item** **5.     Other
      Information**





None





**Item6.     Exhibits**





**Exhibit****Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002


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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Roughneck
                  Supplies, Inc.**Date:
              October
                  31, 2007By:/s/
                  Travis McPhee
                Travis McPhee
                Title:****Chief
                  Executive Officer, Chief Financial Officer, Principal Accounting
                  Officer
                  and Director