UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-QSB





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended February 29,
      2008[  ]
            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 St. Unit 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 April
3, 2008.





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





TABLE OF
      CONTENTS
              
              graphic1
            PagePART I – FINANCIAL
      INFORMATIONItem 1.
            Financial Statements
            3Item 2.
            Management’s Discussion and Analysis or Plan of
      Operation
            4Item 3.
            Controls and Procedures
            10PART II – OTHER
      INFORMATIONItem 1.
            Legal Proceedings
            11Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            11Item 3.
            Defaults Upon Senior Securities
            11Item 4.
            Submission of Matters to a Vote of Security
      Holders
            11Item 5.
            Other Information
            11Item 6.
            Exhibits
            11


2


PART
I - FINANCIAL INFORMATION





Item1.                           Financial
Statements





Our
      unaudited financial statements included in this Form 10-QSB are as
      follows:F-1
            Balance Sheet as of February 29, 2008 and May 31,
      2007;F-2
            Statements of Operations for the three and nine months ended
      February 29, 2008 and cumulative from February 22, 2007 (Date of
      Inception) to February 29, 2008;F-3
            Statements of Cash Flows for the three and nine months ended
      February 29, 2008 and cumulative from February 22, 2007 (Date of
      Inception) to February 29, 2008;F-4
            Statements of Stockholders' Equity as of February 29, 2008F-5
            Notes to 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 February 29, 2008 are not necessarily indicative of the results
that can be expected for the full year.


3


ROUGHNECK
SUPPLIES INC. (A
Development Stage Company) BalanceSheet(Expressed in US Dollars)Unaudited-Prepared by
Management




Note
      2 - Basis of Presentation - Going ConcernFeb
      29, 2008
            
            May
      31, 2007ASSETSCURRENT
      ASSETSCash
            $
            11,478
            
            $
            74,034Account
      Receivables
            
            445Total
      Current Assets
            
            11,923
            
            
            74,034TOTAL
      ASSETS
            $
            11,923
            
            $
            74,034LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      Payable
            $
            1,697
            
            $
            0Accrued
      Liabilities
            
            2,950
            
            
            32,000Total
      Current Liabilities
            
            4,647
            
            
            32,000COMMITMENTS
      & CONTINGENCIES (Note 5)STOCKHOLDERS'
      EQUITYCommon
      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
            
            (67,724)
            
            
            (32,966)Total
      Stockholders' Equity
            
            7,276
            
            
            42,034TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            $
            11,923
            
            $
            74,034






F-1


ROUGHNECK SUPPLIES
INC. (A
Development Stage Company) IncomeStatement(Expressed in US Dollars)Unaudited-Prepared
by Management




Three
      Months Ended
              Feb
      29, 2008
            
            Nine
      Months Ended
              Feb
      29, 2008
            
            Cumulative
      From
              Feb
      22, 2007
              (Date
      of Inception) to
              Feb
      29, 2008RevenueSales
      and Services
            $
            445
            
            $
            445
            
            $
            445Total
      Revenue
            
            445
            
            
            445
            
            
            445Operating
      ExpensesGeneral
      and Administative
            
            235
            
            
            1,562
            
            
            2,188Marketing
      and Promotion
            
            (1,000)
            
            
            (846)
            
            
            494Professional
      Fees
            
            6,027
            
            
            34,487
            
            
            65,487Total
      Operating Expenses
            
            5,262
            
            
            35,203
            
            
            68,169Net
      (Loss)
            $
            (4,817)
            
            $
            (34,758)
            
            $
            (67,724)Net
      Loss Per Common Share - Basic and Fully Diluted:Net
      Loss for the Cumulative Period
            
            
            
            
            
            
            $
            (0.02)Weighted
      Average Number of Common Stock Outstanding
            
            
            
            
            
            3,131,049


F-2


ROUGHNECK SUPPLIES
INC. (A
Development Stage Company) Statement of Cash Flows(Expressed in US
Dollars)Unaudited-Prepared by Management




Three Months Ended
              Feb 29,
    2008
            
            Nine Months Ended
              Feb 29,
    2008
            
            Cumulative
      From
              Feb
      22, 2007
              (Date
      of Inception) to
              Feb
      29, 2008Cash
      flows from operating activities:Net
      (Loss)
            $
            (4,817)
            
            $
            (34,758)
            
            $
            (67,724)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Net
      change in operating assets and liabilities:Other
      current assets
            
            (445)
            
            
            (445)
            
            
            (445)Other
      current liabilities
            
            (23,229)
            
            
            (27,353)
            
            
            4,647Net
      cash flows provided by operating activities
            
            (28,491)
            
            
            (62,556)
            
            
            (63,522)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
            
            -
            
            
            -
            
            
            75,000Net
      cash flows used by financing activities
            
            -
            
            
            -
            
            
            75,000Increase
      (decrease) in cash
            
            (28,491)
            
            
            (62,556)
            
            
            11,478Cash,
      beginning of period
            
            39,969
            
            
            74,034
            
            
            -Cash,
      end of period
            $
            11,478
            
            $
            11,478
            
            $
            11,478


The
accompanying notes to the financial statements are an integral part of these
statements.
 F-3


ROUGHNECKSUPPLIES
INC. (A
Development Stage Company) Statement
of Stockholders' Equity


(Expressed
in US Dollars)


Unaudited-Prepared
by Management


Common
      Stock
                
                Amount
                
                Additional
                  Paid-in
      Capital
                
                Deficit
      Accumulated During Development
                  Stage
      from Inception to
                  Feb
      29,2008
                
                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 (1st
      quarter)
                
                
                
                
                
                
                
                
                
                
                (257)
                
                
                (257)Accumulated
      deficit during development stage for three months ended Nov 30, 2007 (2nd
      quarter)
                
                
                
                
                
                
                
                
                
                
                (29,684)
                
                
                (29,684)Accumulated
      deficit during development stage for three months ended Feb 29, 2008
                  (3rd
      quarter)
                
                
                
                
                
                
                
                
                
                
                (4,817)
                
                
                (4,817)Balance
      Feb 29, 2008
                
                -
                
                $
                -
                
                $
                -
                
                $
                (67,724)
                
                $
                7,276
   F-4


ROUGHNECKSUPPLIES, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 February
29, 2008
 (Expressed
in US Dollars)
 Unaudited-Prepared
by Management
 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 February 29, 2008, 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 February 29, 2008.
 
 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 nine months ended February 29, 2008 because there
are no common stock equivalents outstanding.
 
 F-5
 ROUGHNECK
SUPPLIES, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 February
29, 2008
 (Expressed
in US Dollars)
 Unaudited-Prepared
by Management
 
 Fair
Value of Financial Instruments
 
 The
carrying value of cash and accrual liabilities at February 29, 2008 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 of February 22, 2007
for the fiscal year end of May 31, 2007.  Accordingly, income and
expenses for the current year and cash flow for the current year combined with
the amounts from prior 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 February 29, 2008, 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
  F-6
 ROUGHNECK
SUPPLIES, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 February
29, 2008
 (Expressed
in US Dollars)
 Unaudited-Prepared
by Management
 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.
 
 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 February 29, 2008, none of which are expected to have a material impact on
the Company’s financial position, operations or cash flows.
  F-7
 ROUGHNECK
SUPPLIES, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 February
29, 2008
 (Expressed
in US Dollars)
 Unaudited-Prepared
by Management
 2.  BASIS
OF PRESENTATION – GOING CONCERN
 
 These
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 $67,724 as of February 29, 2008 and has operating revenues of
$445.  As of February 29, 2008, the Company had a total of $11,478 in
cash; however, this amount may be insufficient to sustain 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 nine
      months
                  $
                  (
  34,758)Average statutory
      tax rate
                  
                  35%Expected income tax
      provision
                  
                  (12,165)Unrecognized tax
      losses
                  
                  12,165Income tax
      expense
                  $
                  0
  F-8
 ROUGHNECK
SUPPLIES, INC.
 (A
Development Stage Company)
 Notes
to Financial Statements
 February
29, 2008
 (Expressed
in US Dollars)
 Unaudited-Prepared
by Management
 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 Feb 29,
    2008
                    
                    34,758Valuation
      allowance
                    
                    (67,724)Net
      deferred income tax assets
                    $
                    0
  The
Company has net operating losses carried forward of $67,724 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
February 29, 2008, the Company has $2,950 of accrued liabilities for future
expenditures.
 
 6.   RELATED
PARTY TRANSACTIONS
 
 As of
February 29, 2008, 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


Item2.     Management’s Discussion and
Analysis or 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




Plan
of Operation in the Next Twelve Months




We are
engaged in the business of marketing and selling oil and gas drilling supply
products to companies and individuals within the oil and gas industry. We
anticipate that these products will include drill bits, hand tools, safety
equipment, work wear, and industrial cleaning products. We are actively seeking
to enter into distribution agreements with manufacturers and other wholesale
suppliers of these products.




We plan
to generate two separate revenue streams through our business operations. First,
we will act as a marketing and sales agent by facilitating the sale of products
to our customers. Our prices will reflect a retail mark-up over our suppliers’
wholesale prices, and that retail mark-up reflects the net revenue stream from
our retail sales. We will collect money from the sale, pay our suppliers their
wholesale rate for the products, and our suppliers will ship the products
directly to our customers.




Our
second anticipated source of revenue will be through the sale of advertising
space on our Web Site. The amount of revenue generated through advertising
revenue will be a factor of the level of traffic we are able to drive to our
Site.




The
supply of oil and gas drilling supply products is currently highly
decentralized, requiring oil and gas companies and Field Workers to go through
multiple manufacturers, distributors, and dealers to obtain tools, safety gear,
specialized clothing and other general products commonly used in connection with
their occupational practice. We intend to centralize the availability of such
products by offering a broad range of oil field products through one single
company - available through our catalogue, toll free phone number, and Web Site.
We believe this will add efficiency and convenience to the purchasing and supply
process for oil and gas companies and their employees, which we anticipate will
give us a competitive advantage in the marketplace for the sale of these
products.  We anticipate that our administrative expenses will not
exceed approximately $1,000 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
we may incur some travel expenses but we do not anticipate that such expenses,
if incurred at all, will exceed $700 for the next 12 months. Our 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.





5




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 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$650.




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 as
traffic to our website increases. 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 February 29, 2008. We expect to
incur an additional C$500 or less in Web Site development expenses over the next
twelve months. We expect to spend a total of approximately C$500 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 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 intend to continue our direct marketing campaign by
utilizing the telephone, email and direct mail as tools. Our goal is to target
field workers in the oil and gas industry, 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
plan to continue sending 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.




6




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 C$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 C$500 over the next
twelve months on these Internet marketing campaigns.




Employees




We have
no employees other than our sole officer and director of our
company.  As needed from time to time, we may pay for the services of
independent contractors such as web designers and commissioned sales
people.





Significant
Equipment




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





Results
of Operations for the three and nine months ended February 29, 2008 and since
inception





We earned
revenues in the amount of $445 for both the three and nine
month  periods ended February 29, 2008, and $445 for the period from
our inception on February 22, 2007 to February 29, 2008. We incurred net
operating expenses in the amount of $5,262 and $35,203 for the three and nine
month periods ended February 29, 2008, respectively, and $68,169 for the period
from our inception on February 22, 2007 to February 29, 2008. Our operating
expenses incurred for the three months ended February 29, 2008 included $6,027
for professional fees, $1,000 credit for advertising and promotion expenses, and
$235 in general and administrative expenses. Our operating expenses incurred for
the nine months ended February 29, 2008 included $34,487 for professional fees,
$846 credit for advertising and promotion expenses, and $2,188 in general and
administrative expenses. Our operating expenses incurred for the period from our
inception on February 22, 2007 to February 29, 2008 included $65,487 for
professional fees, $494 in advertising and promotion expenses, and $2,188 in
general and administrative expenses. Thus, our net loss for the three months
ended February 29, 2008 was $4,817, our net loss for the nine months ended
February 29, 2008 was $34,758, and our net loss for the period from our
inception on February 22, 2007 to February 29, 2008 was $67,724. We anticipate
our operating expenses will increase as we undertake our plan of
operations.




Liquidity
and Capital Resources





As of
February 29, 2008, we had current assets in the amount of $11,923, consisting of
$11,478 in cash and $445 in account receivables. Our current liabilities as of
February 29, 2008 were $4,647. Thus our working capital on February 29, 2008 was
$7,276.





7




Off
Balance Sheet Arrangements





As of
February 29, 2008, there were no off balance sheet arrangements.




Going
Concern




We have
experienced losses since inception of the development stage amounting to $67,724
as of February 29, 2008, and have only $445 in gross revenues since
inception.  As of February 29, 2008, we had a total of $11,478 in
cash; however, this amount may be insufficient to sustain operations over the
course of the next year. These factors raise substantial doubt 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 business 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.





The
financial statements included with this quarterly report do not give effect to
adjustments to the amounts and classifications to assets and liabilities that
would be necessary should we be unable to continue as a going
concern.





Critical
Accounting Policies





In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.





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.  The Company is
currently reviewing the effect, if any, that this new pronouncement will have on
its financial statements.




8





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 February 29, 2008, none of which are expected to have a material impact on
the Company’s financial position, operations or cash flows.





9




Item3.     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 February 29, 2008.  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 February 29, 2008, our disclosure controls and procedures
are effective.  There have been no changes in our internal controls
over financial reporting during the quarter ended February 29,
2008.





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.


10
  PART
II – OTHER INFORMATION





Item1.     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.





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     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 February
29, 2008.





Item5.     Other Information





None




Item 6.      Exhibits





ExhibitNumber
            Description
      of Exhibit31.1
            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


11
  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:
            April
      7, 2008By:       
      /s/ Travis
      McPhee
              Travis
      McPhee
              Title:Chief
      Executive Officer and
Director