**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 endedNovember
                30, 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 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 January 14,
      2008.





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









TABLE
                OF CONTENTS
            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
            12


2


**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 November 30, 2007 and May 31,
                2007;F-2
            Income
                Statement for thethree
                and six months ended November 30, 2007 and 2006 and cumulative from
                February 22, 2007 (Date of Inception to November 30, 2007;F-3
            Statements
                of Cash Flows for the three and six months ended
                November 30, 2007 and 2006 and cumulative from February 22, 2007
                (Date of
                Inception to November 30, 2007;F-4
            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 November 30,
      2007
      are not necessarily indicative of the results that can be expected for the
      full
      year.


3


Table of Contents


**ROUGHNECK
      SUPPLIES, INC.**


**(A
      Development Stage Company)**


**Balance
      Sheet**


**(Expressed
      in US Dollars)**


**Unaudited-Prepared
      by Management**


**Nov
                  30, 2007**
              
              **May
                  31, 2007****ASSETS****CURRENT
                  ASSETS**Cash
              $
              39,969
              
              $
              74,034**Total
                  Current Assets**
              
              39,969
              
              
              74,034**TOTAL
                  ASSETS**
              $
              39,969
              
              $
              74,034**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  Payable
              $
              27,876
              
              $
              0Accrued
                  Liabilities
              
              0
              
              
              32,000**Total
                  Current Liabilities**
              
              27,876
              
              
              32,000**COMMITMENTS
                  & CONTINGENCIES (Note 5)****STOCKHOLDERS'
                  EQUITY**Common
                  Stock (Note 1)Authorized
                  50,000,000 shares at par value of $0.001 eachIssued
                  and Outstanding 3,500,000 shares
              
              3,500
              
              
              3,500Additional
                  Paid-In Capital
              
              71,500
              
              
              71,500Accumulated
                  Deficit during Development Stage
              
              (62,907)
              
              
              (32,966)**Total
                  Stockholders' Equity**
              
              12,093
              
              
              42,034**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              $
              39,969
              
              $
              74,034




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


F-1


Table of Contents


**ROUGHNECK
        SUPPLIES, INC.**
 **(A
        Development Stage Company)**
 **Income
        Statement**
 **(Expressed
        in US Dollars)**
 **Unaudited-Prepared
        by Management**


**Three
                  Months Ended Nov 30, 2007**
              
              **Six
                  Months Ended Nov 30, 2007**
              
              **Cumulative
                  From Feb 22, 2007 (Date of Inception) to Nov 30,
                  2007****Revenue**Sales
                  and Services
              $
              -
              
              $
              -
              
              $
              -**Total
                  Revenue**
              
              -
              
              
              -
              
              
              -**Operating
                  Expenses**General
                  and Administative
              
              1,225
              
              
              1,327
              
              
              1,953Marketing
                  and Promotion
              
              0
              
              
              154
              
              
              1,494Professional
                  Fees
              
              28,460
              
              
              28,460
              
              
              59,460**Total
                  Operating Expenses**
              
              29,684
              
              
              29,941
              
              
              62,907**Net
                  (Loss)**
              $
              (29,684)
              
              $
              (29,941)
              
              $
              (62,907)**Net
                  Loss Per Common Share - Basic and Fully Diluted:**Net
                  Loss for the Cumulative Period
              
              
              
              
              
              
              $
              (0.02)**Weighted
                  Average Number of Common Stock Outstanding**
              
              
              
              
              
              
              
              2,277,158


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


F-2




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


**Three
                  Months Ended Nov 30, 2007**
              
              **Six
                  Months Ended Nov 30, 2007**
              
              **Cumulative
                  From Feb 22, 2007 (Date of Inception) to Nov 30,
                  2007****Cash
                  flows from operating activities:**Net
                  (Loss)
              $
              (29,684)
              
              $
              (29,941)
              
              $
              (62,907)Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Net
                  change in operating assets and liabilities:
              
              -
              
              
              -
              
              
              -Other
                  current liabilities
              
              21,419
              
              
              (4,124)
              
              
              27,876**Net
                  cash flows provided by operating activities**
              
              (8,265)
              
              
              (34,065)
              
              
              (35,031)**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
                  (decrease) in cash**
              
              (8,265)
              
              
              (34,065)
              
              
              39,969Cash,
                  beginning of period
              
              48,234
              
              
              74,034
              
              
              -Cash,
                  end of period
              $
              39,969
              
              $
              39,969
              
              $
              39,969


The
        accompanying notes to the financial statements are
        an integral part of these statements.
 F-3
 
 Table of Contents
 **ROUGHNECK
          SUPPLIES, INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Financial Statements**
 **November
          30, 2007**
 **(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 November 30, 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 November 30, 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 six months ended November 30, 2007 because there are
          no common
          stock equivalents outstanding.
  F-4
 Table
            of Contents
 **ROUGHNECK
            SUPPLIES, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
 **November
            30, 2007**
 **(Expressed
            in US Dollars)**
 **Unaudited-Prepared
            by Management**
 **Fair
          Value of Financial Instruments**
 
 The
          carrying value of cash and accrual liabilities at November 30, 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 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
          November 30, 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
  F-5
 Table of Contents  **ROUGHNECK
            SUPPLIES, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
 **November
            30, 2007**
 **(Expressed
            in US Dollars)**
 **Unaudited-Prepared
            by Management**
 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.
 
 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 November 30, 2007, none of which are expected to have a material
          impact on
          the Company’s financial position, operations or cash flows.
 
 F-6
 Table of Contents  **ROUGHNECK
            SUPPLIES, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
 **November
            30, 2007**
 **(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 $62,907 as of November 30, 2007 and has no operating revenues.
          As
          of November 30, 2007, the Company had a total of $39,969 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 six months
                $
                (
                  29,941)Average
                  statutory tax rate
                
                35%Expected
                  income tax provision
                
                (10,479)Unrecognized
                  tax losses
                
                10,479Income
                  tax expense
                $
                0
  F-7
 Table of Contents
 **ROUGHNECK
            SUPPLIES, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Financial Statements**
 **November
            30, 2007**
 **(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 Nov 30, 2007
                
                29,941Valuation
                  allowance
                
                (62,907)Net
                  deferred income tax assets
                $
                0
  The
          Company has net operating losses carried forward of $62,907 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
          November 30, 2007, the Company has no accrued liabilities for future
          expenditures.
  **6.
          RELATED PARTY TRANSACTIONS**
 
 As
          of
          November 30, 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-8
 Table of Contents




**Item
      2.    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 catalogue, 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




4


Table
      of Contents




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.





**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.




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.




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On
      June 21, 2007, our company entered into a distribution agreement with Solo
      Horton Brushes, Inc. This agreement provides our company with the rights to
      offer four main product types, which include a total 103 individual products
      supplied by Solo Horton Brushes, for sale through our Web Site, printed
      catalogue, and toll free phone line.




The
      products we offer through Solo Horton Brushes fall into the following
      categories:




·
            Paint
                and chip brushes - Used for commercial and industrial
                painting




·
            Utility
                and cleaning brushes - Used for cleaning metal
                parts




·
            Wheel
                brushes - Drill attachments used for cleaning and polishing heavy
                parts




·
            Floor
                brushes - Used for commercial and industrial
                cleaning




During
      July 2007, suppliers of oil and gas industry products, Atlantic Workwear and
      Bell Industries, agreed to supply Roughneck Supplies with their products. These
      companies each carry a large selection of oilpatch workwear and supplies, which
      fit in well to the mix of products we currently offer.




During
      August 2007, Roughneck Supplies become an official distribution agent for
      Redwing Shoes. This agreement gives our company the ability to market and sell
      products produced by Redwing Shoes. Redwing Shoes are widely regarded as the
      industry leader in footwear apparel, due to their high quality.




During
      August 2007, Roughneck Supplies became an official distributor for Bulwark
      Clothing, allowing our company to market and sell products produced by Bulwark.
      Bulwark is regarded as one of the premier lines of industrial work wear.




During
      August 2007, Roughneck Supplies became an official distributor for Dickies
      Canada. This allows our company to market and sell a large number of Dickies
      products, such as work pants, work shirts, jackets, and hoodies.




During
      October 2007, Roughneck Supplies became an official distributor for T.T
      Workwear. This allows our company to market and sell their line of workwear
      boots.




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.




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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 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 direct 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 three months ended November 30, 2007 and
      2006**





We
      did
      not earn any revenues from inception through the period ending November 30,
      2007. We




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incurred
      net operating expenses in the amount of $29,684.00 for the three months ended
      November 30, 2007, and $62,907 for the period from our inception on February
      22,
      2007 to November 30, 2007. Our operating expenses incurred for the three months
      ended November 30, 2007 included $28,460.00 for professional fees, $0 in
      advertising and promotion expenses, and $1,225.00 in general and administrative
      expenses. Our operating expenses incurred for the period from our inception
      on
      February 22, 2007 to November 30, 2007 included $59,460.00 for professional
      fees, $1,494.00 in advertising and promotion expenses, $1,953.00 in general
      and
      administrative expenses and $0 in travel expenses. Thus, our net loss for the
      three months ended November 30, 2007 was $29,684.00, and our net loss for the
      period from our inception on February 22, 2007 to November 30, 2007 was
      $62,907.00. We anticipate our operating expenses will increase as we undertake
      our plan of operations. The increase will be attributable to undertaking the
      production and printing of our publication and the professional fees that we
      will incur in connection with becoming a reporting company under the Securities
      Exchange Act of 1934.




**Liquidity
      and Capital Resources**





As
      of
      November 30, 2007, we had current assets in the amount of $39,969.00, consisting
      of $39,969.00 in Cash. Our current liabilities as of November 30, 2007 were
      $27,876.00. Thus our working capital on November 30, 2007 was
      $12,093.00.





We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue our business plan over the next twelve months. If we do not generate
      revenue sufficient to sustain operations, we may not be able to continue as
      a
      going concern.





**Off
      Balance Sheet Arrangements**





As
      of November
      30, 2007 ,
      there
      were no off balance sheet arrangements.





**Going
      Concern**





We
      have
      experienced losses since inception of the development stage amounting to $62,907
      as of November 30, 2007 and have had no operating revenues. As of November
      30,
      2007, we had a total of $39,969 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 the 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.





These
      financial statements 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**




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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.





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




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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 November 30, 2007, none of which are expected to have a material impact
      on
      the Company’s 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 November 30, 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 November 30, 2007, our disclosure controls and procedures are
      effective. There have been no changes in our internal controls over financial
      reporting during the quarter ended November 30, 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**





None





**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 November
      30, 2007.





**Item
      5.     Other
      Information**





None


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**Item
      6.     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:
            January
                16, 2008By:      /s/
                Travis McPhee
              Travis
                McPhee
              Title:**Chief
                Executive Officer and
                Director**