Addendum
          to
 Articles
          of Incorporation
 of
 Red
          Oak
          Concepts, Inc.
 
 
 Additional
          Director
 
 
 George
          J
          Zachmann, Jr.   5357
          Red
          Oak Drive, Coopersburg, Pennsylvania 18036
  **ARTICLES
              OF INCORPORATION**
 **OF**
 **RED
              OAK CONCEPTS, INC.**
 
  **ARTICLE
              I**
 **NAME**
  The
              name
              of the corporation shall be Red Oak Concepts, Inc. (hereinafter, the
              “Corporation”).
  **ARTICLE
              II**
 **REGISTERED
              OFFICE**
  The
              name
              and street address of the Corporation’s registered agent in the State of Nevada
              is National Registered Agents, Inc. of NV, 1000 East William Street,
              Suite 204,
              Carson City, NV 89701.
  **ARTICLE
              III**
 **CAPITAL
              STOCK**
  Section 1.  Authorized
              Shares.    The aggregate number of shares which the
              Corporation shall have authority to issue is one hundred ten million
              (110,000,000) shares, consisting of two classes to be designated, respectively,
              "Common Stock" and "Preferred Stock," with all of such shares having
              a par value
              of $.0001 per share. The total number of shares of Common Stock that
              the
              Corporation shall have authority to issue is one hundred million (100,000,000)
              shares. The total number of shares of Preferred Stock that the Corporation
              shall
              have authority to issue is Ten million (10,000,000) shares. The Preferred
              Stock
              may be issued in one or more series, each series to be appropriately
              designated
              by a distinguishing letter or title, prior to the issuance of any shares
              thereof. The voting powers, designations, preferences, limitations,
              restrictions, and relative, participating, optional and other rights
              of the
              Preferred Stock and the qualifications, limitations, or restrictions
              relating
              thereto, shall hereinafter be prescribed by resolution of the board
              of directors
              pursuant to Section 3 of this Article III.
  Section 2.  Common
              Stock.
  (a)  Dividend
              Rate.  Subject to the rights of holders of any Preferred Stock having
              preference as to dividends and except as otherwise provided by these
              Articles of
              Incorporation, as amended from time to time (hereinafter, the "Articles")
              or the
              Nevada Revised Statues, as the same may be amended and supplemented
              (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to
              receive dividends when, as and if declared by the board of directors
              out of
              assets legally available therefor.
  (b)  Voting
              Rights.  Except as otherwise provided by the NRS, the holders of the
              issued and outstanding shares of Common Stock shall be entitled to
              one vote for
              each share of Common Stock. No holder of shares of Common Stock shall
              have the
              right to cumulate votes.
  (c)  Liquidation
              Rights.  In the event of liquidation, dissolution, or winding up of
              the affairs of the Corporation, whether voluntary or involuntary, subject
              to the
              prior rights of holders of Preferred Stock to share ratably in the
              Corporation's
              assets, the Common Stock and any shares of Preferred Stock which are
              not
              entitled to any preference in liquidation shall share equally and ratably
              in the
              Corporation's assets available for distribution after giving effect
              to any
              liquidation preference of any shares of Preferred Stock. A merger,
              conversion,
              exchange or consolidation of the Corporation with or into any other
              person or
              sale or transfer of all or any part of the assets of the Corporation
              (which
              shall not in fact result in the liquidation of the Corporation and
              the
              distribution of assets to stockholders) shall not be deemed to be a
              voluntary or
              involuntary liquidation, dissolution or winding up of the affairs of
              the
              Corporation.
  
 
 (d)  No
              Conversion, Redemption, or Preemptive Rights.  The holders of Common
              Stock shall not have any conversion, redemption, or preemptive rights.
  (e)  Consideration
              for Shares.  The Common Stock authorized by this Article shall be
              issued for such consideration as shall be fixed, from time to time,
              by the board
              of directors.
  Section 3.  Preferred
              Stock.
  (a)  Designation.  The
              board of directors is hereby vested with the authority from time to
              time to
              provide by resolution for the issuance of shares of Preferred Stock
              in one or
              more series not exceeding the aggregate number of shares of Preferred
              Stock
              authorized by these Articles, and to prescribe with respect to each
              such series
              the voting powers, if any, designations, preferences, and relative,
              participating, optional, or other special rights, and the qualifications,
              limitations, or restrictions relating thereto, including, without limiting
              the
              generality of the foregoing: the voting rights relating to the shares
              of
              Preferred Stock of any series (which voting rights, if any, may be
              full or
              limited, may vary over time, and may be applicable generally or only
              upon any
              stated fact or event); the rate of dividends (which may be cumulative
              or
              noncumulative), the condition or time for payment of dividends and
              the
              preference or relation of such dividends to dividends payable on any
              other class
              or series of capital stock; the rights of holders of Preferred Stock
              of any
              series in the event of liquidation, dissolution, or winding up of the
              affairs of
              the Corporation; the rights, if any, of holders of Preferred Stock
              of any series
              to convert or exchange such shares of Preferred Stock for shares of
              any other
              class or series of capital stock or for any other securities, property,
              or
              assets of the Corporation or any subsidiary (including the determination
              of the
              price or prices or the rate or rates applicable to such rights to convert
              or
              exchange and the adjustment thereof, the time or times during which
              the right to
              convert or exchange shall be applicable, and the time or times during
              which a
              particular price or rate shall be applicable); whether the shares of
              any series
              of Preferred Stock shall be subject to redemption by the Corporation
              and if
              subject to redemption, the times, prices, rates, adjustments and other
              terms and
              conditions of such redemption. The board of directors is further authorized
              to
              increase or decrease (but not below the number of such shares of such
              series
              then outstanding) the number of shares of any series subsequent to
              the issuance
              of shares of that series. Unless the board of directors provides to
              the contrary
              in the resolution which fixes the designation of a series of Preferred
              Stock,
              neither the consent by series, or otherwise, of the holders of any
              outstanding
              Preferred Stock nor the consent of the holders of any outstanding Common
              Stock
              shall be required for the issuance of any new series of Preferred Stock
              regardless of whether the rights and preferences of the new series
              of Preferred
              Stock are senior or superior, in any way, to the outstanding series
              of Preferred
              Stock or the Common Stock.
  2
  (b)    Certificate.    Before
              the Corporation shall issue any shares of Preferred Stock of any series,
              a
              certificate of designation setting forth a copy of the resolution or
              resolutions
              of the board of directors, and establishing the voting powers, designations,
              preferences, the relative, participating, optional, or other rights,
              if any, and
              the qualifications, limitations, and restrictions, if any, relating
              to the
              shares of Preferred Stock of such series, and the number of shares
              of Preferred
              Stock of such series authorized by the board of directors to be issued
              shall be
              made and signed by an officer of the corporation and filed in the manner
              prescribed by the NRS.
 
 Section 4.    Non-Assessment
              of Stock.    The capital stock of the Corporation, after the
              amount of the subscription price has been fully paid, shall not be
              assessable
              for any purpose, and no stock issued as fully paid shall ever be assessable
              or
              assessed, and the Articles shall not be amended in this particular.
              No
              stockholder of the Corporation is individually liable for the debts
              or
              liabilities of the Corporation.
  **ARTICLE
              IV**
 **DIRECTORS
              AND OFFICERS**
  Section 1.  Number
              of
              Directors.   The board of directors shall consist of at least one
              (1) individual and not more than thirteen (13) individuals. The number
              of directors may be changed from time to time in such manner as shall
              be
              provided in the by-laws of the Corporation.  The board of directors of
              the Corporation shall be elected in such manner as shall be provided
              in the
              by-laws of the Corporation.
  Section 2.  Initial
              Directors.  The name and street address of the director:
 
 Name
                    AddressSue Zachmann
                    5357 Red Oak Drive, Coopersburg,
                      Pennsylvania
                      18036Kathy Daniels
                    5357 Red Oak Drive, Coopersburg,
                      Pennsylvania
                      18036Barbara Deadwiley
                    5357 Red Oak Drive, Coopersburg,
                      Pennsylvania
                      18036George J Zachmann, Jr.
                    5357 Red Oak Drive, Coopersburg,
                      Pennsylvania
                      18036
 
 Section 3.  Limitation
              of Liability.  The liability of directors and officers of the
              Corporation shall be eliminated or limited to the fullest extent permitted
              by
              the NRS. If the NRS is amended to further eliminate or limit or authorize
              corporate action to further eliminate or limit the liability of directors
              or
              officers, the liability of directors and officers of the Corporation
              shall be
              eliminated or limited to the fullest extent permitted by the NRS, as
              so amended
              from time to time.
  Section 4.  Indemnification.
              Every person who was or is a party to, or is threatened to be made
              a party to,
              or is involved in any such action, suit or proceeding, whether civil,
              criminal,
              administrative or investigative, by the reason of the fact that he
              or she, or a
              person with whom he or she is a legal representative, is or was a director
              of
              the Corporation, or who is serving at the request of the Corporation
              as a
              director or officer of another corporation, or is a representative
              in a
              partnership, joint venture, trust or other enterprise, shall be indemnified
              and
              held harmless to the fullest extent legally permissible under the laws
              of the
              State of Nevada from time to time against all expenses, liability and
              loss
              (including attorneys fees, judgments, fines, and amounts paid or to
              be paid in a
              settlement) reasonably incurred or suffered by him or her in connection
              therewith. Such right of indemnification shall be a contract right
              which may be
              enforced in any manner desired by such person. The expenses of officers
              and
              directors incurred in defending a civil suit or proceeding must be
              paid by the
              Corporation as incurred and in advance of the final disposition of
              the action,
              suit, or proceeding, under receipt of an undertaking by or on behalf
              of the
              director or officer to repay the amount if it is ultimately determined
              by a
              court of competent jurisdiction that he or she is not entitled to be
              indemnified
              by the Corporation. Such right of indemnification shall not be exclusive
              of any
              other right of such directors, officers or representatives may have
              or hereafter
              acquire, and, without limiting the generality of such statement, they
              shall be
              entitled to their respective rights of indemnification under any bylaw
              agreement, vote of stockholders, provision of law, or otherwise, as
              well as
              their rights under this article.
  3
 
 Without
              limiting the application of the foregoing, the Board of Directors may
              adopt
              by-laws from time to time without respect to indemnification, to provide
              at all
              times the fullest indemnification permitted by the laws of the State
              of Nevada,
              and may cause the Corporation to purchase or maintain insurance on
              behalf of any
              person who is or was a director or officer.
 
 Section 5.  Repeal
              and Conflicts.  Any repeal or modification of Sections 3 or 4 above
              approved by the stockholders of the Corporation shall be prospective
              only, and
              shall not adversely affect any limitation on the liability of a director
              or
              officer of the Corporation existing as of the time of such repeal or
              modification. In the event of any conflict between Sections 3 or 4
              above and any
              other Article of the Articles, the terms and provisions of Sections
              3 or 4 above
              shall control.
  **ARTICLE
              V**
 **COMBINATIONS
              WITH INTERESTED STOCKHOLDERS**
  At
              such
              time, if any, as the Corporation becomes a "resident domestic corporation",
              as
              that term is defined in NRS 78.427, the Corporation shall not be subject
              to, or
              governed by, any of the provisions in NRS 78.411 to 78.444, inclusive,
              as may be
              amended from time to time, or any successor statute.
  **ARTICLE
              VI**
 **BYLAWS**
  The
              board
              of directors is expressly granted the exclusive power to make, amend,
              alter or
              repeal the by-laws of the Corporation pursuant to NRS 78.120.
  IN
              WITNESS WHEREOF, I hereunder set my hand on October 9, 2007, hereby
              declaring
              and certifying that the facts stated hereinabove are true.
 
 /s/
                        William P. Ruffa
                      William
                        P. Ruffa, Incorporator
  4