UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON,
D.C.



FORM 10-Q

(Mark One)



| | x | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended
June 30, 2012



| |  ̈ | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from ________________ to ____________



Commission
file number:000-52769



VINYL PRODUCTS, INC.

(Exact Name of Registrant as Specified
in its Charter)



|Nevada                                                         |  | 26-0295367                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|30950 Rancho Viejo Rd #120,                                    |  | 92675                               
|San Juan Capistrano, CA                                        |  | (Zip Code)                          
|(Address of Principal Executive Offices)                       |  |                                     
|                                                               |  |                                     
|(949) 373-7281                                                
|(Registrant’s Telephone Number, Including Area Code)          



Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  x     No
 ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant
was required to submit and post such files).

Yes   ̈     No
 ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈
|--------------------------------------------- | - | ------------------------- | -
|Non-accelerated filer                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                          



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈     No
x



As of August 10, 22,564,000 shares of
the registrant’s common stock were outstanding.











UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,
D.C.

VINYL PRODUCTS, INC.

Table of Contents



|                               |                                                                                                                                 | Page
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I.  FINANCIAL INFORMATION | 3                                                                                                                              
|                               |                                                                                                                                 |     
|Item 1.                        | Financial Statements (Unaudited)                                                                                                | 3   
|                               | Consolidated Balance Sheets at June 30, 2012 and December 31, 2011                                                              | 3   
|                               | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011                                 | 4   
|                               | Consolidated Statements of Stockholders’ Equity for the Year Ended December 31, 2011 and for the Six Months Ended June 30, 2012 | 5   
|                               | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011                                           | 6   
|                               | Notes to Consolidated Financial Statements                                                                                      | 7   
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                           | 15  
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                                                                      | 20  
|Item 4.                        | Controls and Procedures                                                                                                         | 21  
|                               |                                                                                                                                 |     
|PART II.  OTHER INFORMATION    | 22                                                                                                                             
|                               |                                                                                                                                 |     
|Item 1.                        | Legal Proceedings                                                                                                               | 22  
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                                                                     | 22  
|Item 3.                        | Defaults Upon Senior Securities                                                                                                 | 22  
|Item 4.                        | [Removed and Reserved]                                                                                                          |     
|Item 5.                        | Other Information                                                                                                               | 22  
|Item 6.                        | Exhibits                                                                                                                        | 22  



2







Part I

FINANCIAL INFORMATION



Item 1.               Financial Statements.



VINYL PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                |  | June 30 |          |   | December 31 |  
|------------------------------------------------------------------------------- |  | ------- | -------- | - | ----------- | -
|                                                                                |  | 2012    |          |   | 2011        |  
|ASSETS                                                                          |  |         |          |   |             |  
|                                                                                |  |         |          |   |             |  
|CURRENT ASSETS                                                                  |  |         |          |   |             |  
|Cash and cash equivalents                                                       |  | $       | 13,812   |   |             | $
|Prepaid expenses                                                                |  |         | 3,042    |   |             |  
|TOTAL CURRENT ASSETS                                                            |  |         | 16,854   |   |             |  
|                                                                                |  |         |          |   |             |  
|Property, plant and equipment, net of accumulated depreciation                  |  |         | 15,879   |   |             |  
|TOTAL ASSETS                                                                    |  | $       | 32,733   |   |             | $
|                                                                                |  |         |          |   |             |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                  |  |         |          |   |             |  
|                                                                                |  |         |          |   |             |  
|CURRENT LIABILITIES                                                             |  |         |          |   |             |  
|Accounts payable                                                                |  | $       | 52,763   |   |             | $
|Due to related parties                                                          |  |         | 57,951   |   |             |  
|Accrued interest, related parties                                               |  |         | 19,016   |   |             |  
|Accrued expenses and other current liabilities                                  |  |         | 3,250    |   |             |  
|Note payable, related party                                                     |  |         | 62,500   |   |             |  
|TOTAL CURRENT LIABILITIES                                                       |  |         | 195,480  |   |             |  
|                                                                                |  |         |          |   |             |  
|TOTAL LIABILITIES                                                               |  |         | 195,480  |   |             |  
|                                                                                |  |         |          |   |             |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                  |  |         |          |   |             |  
|Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares     |  |         |          |   |             |  
|issued and outstanding at December 31, 2011 and December 31, 2010, respectively |  |         | -        |   |             |  
|Common stock, $0.0001 par value; 100,000,000 shares authorized;                 |  |         |          |   |             |  
|22,564,000 shares issued and outstanding at                                     |  |         |          |   |             |  
|June 30, 2012 and December 31, 2011                                             |  |         | 2,256    |   |             |  
|Additional paid-in capital                                                      |  |         | (3,702   | ) |             |  
|Accumulated deficit                                                             |  |         | (161,301 | ) |             |  
|TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)                                            |  |         | (162,747 | ) |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                            |  | $       | 32,733   |   |             | $



See notes to consolidated financial statements



3







VINYL PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                      |  |  |  |  | Three Months Ended |   |            | Six Months Ending | 
|----------------------------------------------------- |  |  |  |  | ------------------ | - | ---------- | ----------------- | 
|                                                      |  |  |  |  | June 30,           |   |            | June 30           | 
|                                                      |  |  |  |  | 2012               |   |            | 2011              | 
|Revenue                                               |  |  |  |  |                    | $ | 6,603      |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Cost of revenue                                       |  |  |  |  |                    |   | 3,909      |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Gross profit                                          |  |  |  |  |                    | $ | 2,694      |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Operating expenses                                    |  |  |  |  |                    |   |            |                   | 
|Marketing expenses                                    |  |  |  |  |                    |   | 1,050      |                   | 
|General and administrative expenses                   |  |  |  |  |                    |   | 13,189     |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Total operating expenses                              |  |  |  |  |                    | $ | 14,239     |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Net operating loss                                    |  |  |  |  |                    | $ | (11,545    | )                 | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Interest expense                                      |  |  |  |  |                    |   | 4,146      |                   | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Net loss                                              |  |  |  |  |                    | $ | (15,691    | )                 | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Basic and dilutive net loss                           |  |  |  |  |                    | $ | (0.00      | )                 | 
|                                                      |  |  |  |  |                    |   |            |                   | 
|Weighted average number of common shares outstanding: |  |  |  |  |                    |   |            |                   | 
|Basic                                                 |  |  |  |  |                    |   | 22,564,000 |                   | 
|Diluted                                               |  |  |  |  |                    |   | 22,564,000 |                   | 



See notes to consolidated financial
statements



4







VINYL PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)



|                                                       |  |              |            |  |         |   |       | Additional  |  |   |               |   |  | Total            |         
|------------------------------------------------------ |  | ------------ | ---------- |  | ------- | - | ----- | ----------- |  | - | ------------- | - |  | ---------------- | --------
|                                                       |  | Common Stock |            |  | Paid-In |   |       | Accumulated |  |   | Stockholders' |  
|                                                       |  | Shares       |            |  | Amount  |   |       | Capital     |  |   | Deficit       |   |  | Equity (Deficit) |         
|Balance, December 31, 2009                             |  |              | 20,000,000 |  |         | $ | 2,000 |             |  | $ | 18,461        |   |  | $                | (1,971  
|                                                       |  |              |            |  |         |   |       |             |  |   |               |   |  |                  |         
|Contributions from owners                              |  |              | -          |  |         |   | -     |             |  |   | 32,777        |   |  |                  | -       
|Withdrawals by owners                                  |  |              | -          |  |         |   | -     |             |  |   | (10,153       | ) |  |                  | -       
|Effect from reverse merger                             |  |              | 64,000     |  |         |   | 6     |             |  |   | (75,006       | ) |  |                  | -       
|Net loss for the year ended December 31, 2010          |  |              | -          |  |         |   | -     |             |  |   | -             |   |  |                  | (15,851 
|Balance, December 31, 2010                             |  |              | 20,064,000 |  |         | $ | 2,006 |             |  | $ | (33,921       | ) |  | $                | (17,822 
|                                                       |  |              |            |  |         |   |       |             |  |   |               |   |  |                  |         
|Issuance of common stock for services                  |  |              | 2,500,000  |  |         |   | 250   |             |  |   | 30,219        |   |  |                  | -       
|Net loss for the twelve months ended December 31, 2011 |  |              | -          |  |         |   | -     |             |  |   | -             |   |  |                  | (117,849
|Balance, December 31, 2011                             |  |              | 22,564,000 |  |         | $ | 2,256 |             |  | $ | (3,702        | ) |  | $                | (135,671
|                                                       |  |              |            |  |         |   |       |             |  |   |               |   |  |                  |         
|Net loss for the six months ended June 30, 2012        |  |              | -          |  |         |   | -     |             |  |   | -             |   |  |                  | (25,630 
|Balance, June 30, 2012                                 |  |              | 22,564,000 |  |         | $ | 2,256 |             |  | $ | (3,702        | ) |  | $                | (161,301



See notes to consolidated financial
statements



5







VINYL PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF
CASH FLOWS

(Unaudited)



|                                                                            |  | Six Months Ending |        
|--------------------------------------------------------------------------- |  | ----------------- | -------
|                                                                            |  | June 30           |        
|                                                                            |  | 2012              |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                   |        
|Net loss                                                                    |  | $                 | (25,630
|Adjustments to reconcile net income (loss) from operating activities to net |  |                   |        
|cash provided by (used in) operating activities                             |  |                   |        
|Depreciation and amortization                                               |  |                   | 2,328  
|Stock based compensation                                                    |  |                   | -      
|Changes in:                                                                 |  |                   |        
|Prepaid expenses and other current assets                                   |  |                   | (1,574 
|Accounts payable                                                            |  |                   | 31,687 
|Accrued interest, related party                                             |  |                   | 8,082  
|Accrued expenses and other current liabilities                              |  |                   | (23,486
|Net cash provided by (used in) operating activities                         |  |                   | (8,593 
|                                                                            |  |                   |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                   |        
|Additions to property, plant and equipment                                  |  |                   | -      
|Net cash provided by (used in) investing activities                         |  |                   | -      
|                                                                            |  |                   |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                   |        
|Repayment of note payable                                                   |  |                   | -      
|Proceeds from note payable, related party                                   |  |                   | -      
|Proceeds from related parties                                               |  |                   | 9,451  
|Net cash provided by financing activities                                   |  |                   | 9,451  
|                                                                            |  |                   |        
|NET INCREASE IN CASH                                                        |  |                   | 858    
|                                                                            |  |                   |        
|CASH AND CASH EQUIVALENTS, beginning of the period                          |  |                   | 12,954 
|                                                                            |  |                   |        
|CASH AND CASH EQUIVALENTS, end of period                                    |  | $                 | 13,812 
|                                                                            |  |                   |        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                           |  |                   |        
|Cash paid during the period for:                                            |  |                   |        
|Interest                                                                    |  | $                 | -      
|Income taxes                                                                |  |                   | -      



See notes to consolidated financial
statements



6







VINYL PRODUCTS, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited)



NOTE 1—BACKGROUND AND ORGANIZATION



Organization



Vinyl Products, Inc.
(“the Company”) was originally incorporated in the State of Delaware on May 24, 2007, under the name Red Oak Concepts,
Inc. to serve as a vehicle for a business combination through a merger, capital stock exchange, asset acquisition or other similar
business combination.   On December 4, 2007, the Company changed its jurisdiction of domicile by merging with a Nevada
corporation titled Red Oak Concepts, Inc.  On November 21, 2008, the Company changed its name to Vinyl Products, Inc.
in connection with a reverse acquisition transaction with The Vinyl Fence Company, Inc. (“VFC”), a California corporation.



On November 20, 2008,
the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with VFC.  Pursuant to the
terms of the Exchange Agreement, the Company acquired all of the outstanding capital stock of VFC from the VFC shareholders
in exchange for 22,100,000 shares of the Company’s common stock.  Pursuant to the Exchange Agreement, on November
21, 2008, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State for the State
of Nevada to change its corporate name to “Vinyl Products, Inc.” to better reflect its business.



Brackin O’Connor
Transaction

On December 31, 2010,
the Company entered into a definitive agreement to acquire all of the membership interests in Brackin O’Connor, LLC (“Brackin
O’Connor”). Brackin O’Connor operates a passenger transportation business. Its initial operations are focused
on servicing the tourism industry in Scottsdale, Arizona. The Company agreed to issue 20,000,000 shares of its common stock to
the members of Brackin O’Connor in exchange for the membership interests in Brackin O’Connor (the “Equity
Exchange”).



VFC Disposition

Following completion
of the Equity Exchange, the Company entered into a definitive agreement to dispose of all of the capital stock of its subsidiaries,
VFC and VFC Franchise Corp. to Gordon Knott, formerly the Company’s President and member of its Board of Directors,
and Garabed Khatchoyan, formerly a member of its Board of Directors (the “VFC Disposition”). VFC conducts all
of the Company’s vinyl product marketing and installation business.



In exchange for the
capital stock of VFC and VFC Franchise Corp., Messrs Knott and Khatchoyan agreed to return to the Company 20,000,000 shares of
the Company’s common stock and to assume up to $75,000 of liabilities arising from periods prior to December 31, 2010.  In
connection with the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through payment of $12,500
in cash and the issuance of a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011. See
Note 7 for further discussion.



Brackin O’Connor, LLC
was formed as an Arizona limited liability company in February, 2005 for the purpose of acquiring and operating a drinking lounge
establishment in Scottsdale, Arizona.



7







On September 1,
2009, Brackin O’Connor entered into an agreement for sale of the drinking lounge. In 2010, Brackin O’Connor changed
focus and entered the passenger transportation business commonly referred to as a chauffeured vehicle service. The Company is no
longer deemed to be in the development stage as the Company generates revenue. See Note 7 for further discussion.



Business Overview of Brackin O’Connor



Since its establishment
until September 2009, Brackin O’Connor was principally engaged in the drinking lounge business. In 2010, Brackin O’Connor
changed focus and entered the passenger transportation business commonly referred to as a chauffeured vehicle service. Its current
operations are focused on servicing the tourism industry in Scottsdale, Arizona under the brand name of “Ride The Dougie”.
Brackin O’Connor provides chauffeured vehicle service for concert and weddings, airport shuttles, business and association
meetings, conventions, road shows, promotional tours, special events, incentive travel and leisure travel and mobile concierge
services.



NOTE 2—SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of Presentation and Principles
of Consolidation



The Company maintains
its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of
America ("U.S. GAAP"). The consolidated financial statements include the accounts of its wholly owned subsidiary,
Brackin O’Connor. All significant intercompany balances and transactions have been eliminated.



Because the acquisition
of Brackin O’Connor was treated as a reverse acquisition, the financial statements of the Company have been retroactively
adjusted to reflect the acquisition from the beginning of the reported periods. The Equity Exchange transaction has been accounted
as a reverse merger and recapitalization of the Company whereby Brackin O’Connor is deemed to be the accounting acquirer
(legal acquiree) and the Company to be the accounting acquiree (legal acquirer).  The basis of the assets, liabilities
and retained earnings of Brackin O’Connor has been carried over in the recapitalization, and earnings per share have been
retroactively restated to reflect the reverse merger.



Unaudited Interim Financial Information



The accompanying consolidated
balance sheet as of June 30, 2012, consolidated statements of operations for the three and six months ended June 30, 2012 and 2011,
consolidated statement of owners' equity for the six months ended June 30, 2012 and consolidated statements of cash flows for the
six months ended June 30, 2012 and 2011 are unaudited. These unaudited interim consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion
of the Company's management, the unaudited interim consolidated financial statements have been prepared on the same basis as the
audited consolidated financial statements and include all adjustments necessary for the fair presentation of the Company's statement
of financial position at June 30, 2012 and its results of operations for the three and six months ended June 30, 2012 and 2011and
its statements of cash flows for the six months ended June 30, 2012 and 2011. The results for the three and six months ended June
30, 2012 are not necessarily indicative of the results to be expected for the year ending December 31, 2012.



Going Concern



The Company's financial
statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the
United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities in the normal course of business. The Company incurred a net loss of $25,630 during the six months ended
June 30, 2012 and an accumulated deficit of $161,301 since inception. The Company has not yet established an ongoing source of
revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
If the Company is unable to obtain adequate capital, it could be forced to cease operations.



8







In order to continue
as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need,
among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional
capital through sales of common stock and or a debt financing. However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.



The ability of the
Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Use of Estimates



The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires management to make
certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates
are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial
statements. These include allowance for doubtful trade receivables, asset impairments, and contingencies and litigation. Significant
estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible
assets. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position
or cash flows.



Cash and Cash Equivalents



Cash and equivalents
include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial
institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Deposits with these
banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand
and, therefore, bear minimal risk. The Company had cash at June 30, 2012 of $13,812 and $12,954 at December 31, 2011.



Property, Plant and Equipment



Equipment is recorded
at cost and depreciated using straight line methods over the estimated useful lives of the related assets. The Company reviews
the carrying value of long-term assets to be held and used when events and circumstances warrant such a review. If the carrying
value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds
the fair market value. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate
with the risk involved. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends
the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation
are eliminated and the resulting profit or loss is recognized in income.



9







Impairment of Long-Lived Assets



The Company has adopted
Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires
that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived
assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating
results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted
cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates
of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to
be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual
review for impairment and none existed as of December 31, 2011.



Revenue Recognition



The Company recognizes
revenue in accordance with accounting principles generally accepted in the United States of America. The Company’s current
revenue stream consists of chauffeured vehicle services. Such revenue is recognized when the services are performed.



Revenues are recognized
when persuasive evidence of an arrangement exists, the fees to be paid by the customer are fixed or determinable, collection of
the fees is probable, delivery of the service and or product has occurred, and no other significant obligations on the part of
the Company remain.



Revenue received from
transportation customers consists of payments via credit cards, checks and cash and is deposited into the Company’s bank
account when received, either directly or through the Company’s merchant account.



Stock Based Compensation



The Company accounts
for stock-based employee compensation arrangements using the fair value method in accordance with the accounting provisions relating
to share-based payments (“Codification Topic 718”).  The company accounts for the stock options issued to
non-employees in accordance with these provisions. Stock options are valued using a Black-Scholes options pricing model which requires
estimates such as expected term, discount rate and stock volatility.



Issuance of Shares for Non-Cash Consideration



The Company accounts for the issuance of
equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the
equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting policy for equity
instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by
the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the
date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's
performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized
over the term of the consulting agreement.



Income Taxes



The Company accounts
for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized
for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets
will not be realized through future operations.



10







No provision for federal
income taxes has been recorded due to the net operating loss carry forwards totaling approximately $161,000 as of June 30, 2012
that will be offset against future taxable income.  The available net operating loss carry forwards of approximately
$161,000 will expire in various years through 2032.  No tax benefit has been reported in the financial statements because
the Company believes there is a 50% or greater chance the carry forwards will expire unused.



Fair Value of Financial Instruments



In the first quarter of fiscal year 2009,
the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10").
ASC 820-10 defines fair value, establishes a framework for measuring fair value and enhances fair value measurement disclosure.
ASC 820-10 delays, until the first quarter of fiscal year 2009, the effective date for ASC 820-10 for all non-financial assets
and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The adoption of ASC 820-10 did not have a material impact on the Company's financial position or operations,
but does require that the Company disclose assets and liabilities that are recognized and measured at fair value on a non-recurring
basis, presented in a three-tier fair value hierarchy, as follows:



| | • | Level 1. Observable inputs such as quoted prices in active markets;
| | - | -------------------------------------------------------------------

| | • | Level 2. Inputs, other than the quoted prices in active markets, that are observable either
directly or indirectly; and
| | - | -----------------------------------------------------------------------------------------------------------------------

| | • | Level 3. Unobservable inputs in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



No assets were valued at fair value on
a recurring or non-recurring basis as of June 30, 2012 or June 30, 2011, respectively.



Effective October 1,
2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10")
and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities
to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact
on the Company's financial position, results of operations or cash flows. The carrying value of cash and cash equivalents, accounts
payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity
of these instruments.



Recent Accounting Pronouncements



In January 2010, the FASB issued ASU No.
2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This
ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including
a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level
3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation
for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. The Company is currently evaluating the impact of this ASU; however, it does not expect the adoption
of this ASU to have a material impact its results of operations and financial condition.



11







In December 2010,
the FASB issued FASB ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with
Zero or Negative Carrying Amounts,” which is now codified under FASB ASC Topic 350, “Intangibles — Goodwill and
Other.” This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more
likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity
should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating
an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning
after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units
having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units’
goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test
for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability,
with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill.
Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period
of adoption. This adoption of this ASU did not impact the Company's consolidated results of operations or financial condition.



In December 2010,
the FASB issued FASB ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,”
which is now codified under FASB ASC Topic 805, “Business Combinations.” A public entity is required to disclose pro
forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the
acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented
and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial
statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which
occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental
pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro
forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB
ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after
the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted.
The adoption of this ASU did not impact the Company's consolidated results of operations or financial condition.



NOTE 3—PROPERTY, PLANT AND EQUIPMENT



Components of property,
plant and equipment were as follows:



|                                    |  | June 30 |        |   | December 31 |  
|----------------------------------- |  | ------- | ------ | - | ----------- | -
|                                    |  | 2012    |        |   | 2011        |  
|                                    |  |         |        |   |             |  
|Vehicles                            |  | $       | 23,243 |   |             | $
|Total property, plant and equipment |  |         | 23,243 |   |             |  
|                                    |  |         |        |   |             |  
|Less: accumulated depreciation      |  |         | (7,364 | ) |             |  
|                                    |  |         |        |   |             |  
|Property, plant and equipment, net  |  | $       | 15,879 |   |             | $



12







Depreciation expense
totaled $2,328 and $2,328 for the six months ended June 30, 2012 and 2011, respectively. Depreciation expense is included in cost
of revenues on the consolidated statement of operations.



NOTE 4—NOTES PAYABLE



On December 31, 2010,
in connection with the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through the issuance of
a promissory note in the amount of $62,500. The promissory note was paid in full in April 2011.



On April 8, 2011, the
Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity
date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1,
2011. Interest expense totaled $4,923 and $1,708 for the six months ended June 30, 2012 and June 30, 2011, respectively.



NOTE 5—SHAREHOLDERS' EQUITY



The Company is authorized
to issue 100,000,000 shares of $.0001 par value common stock, and had 22,564,000 shares outstanding at June 30, 2012 and December
31, 2011, respectively.



The Company is authorized
to issue 10,000,000 shares of $.0001 par value preferred stock.  The Company has never issued any shares of preferred
stock.



On March 1, 2011, the
Company entered into three separate consulting agreements. The Company agreed to issue a total of 2,500,000 shares of restricted
common stock as payment for services provided under the respective consulting agreements. The shares were valued based on the estimated
fair value of the services provided as this was deemed to be the best indicator of fair value. The Company recorded stock based
compensation charges of $0 during the six months ended June 30, 2012.



NOTE 6—COMMITMENTS AND CONTINGENCIES



Contingencies



The Company is not
currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware
of any matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.



NOTE 7 – BRACKIN 0’CONNOR
TRANSACTION



In connection with
the VFC Disposition, the Company agreed to reimburse certain expenses incurred by VFC through the issuance of a promissory note
in the amount of $62,500. The promissory note was due March 31, 2011, non-interest bearing and is secured by a vehicle owned by
Brackin O’Connor. The promissory note was not paid by the maturity date of March 31, 2011, and accordingly, the note started
to accrue interest at 12% per annum effective April 1, 2011. On April 8, 2011, the Company paid in full the promissory note due
to VFC.



NOTE 8 – RELATED
PARTY TRANSACTIONS



During the six months
ended June 30, 2012, Cardiff Partners, LLC (“CP”) advanced the Company $9,451, bringing the total advances by CP to
$39,133. Keith Moore, the Company’s Treasurer, Secretary, and Director, is a managing member and 50% owner of CP. The advance
bears interest at a rate of 1% per month. Interest expense totaled $2,017 and $771 for the six months ended June 30, 2012 and 2011,
respectively.



13







During
the six months ended June 30, 2012, Doug Brackin,the Company’s Chief Executive Officer, advanced the Company $0,
bringing the total advances by Doug Brackin to $18,818. The advance bears
interest at a rate of 1% per month. Interest expense totaled $1,142 and $1,034 for the six months ended June 30, 2012 and 2011,
respectively.



On April 8, 2011, the
Company entered into a Promissory note with Doug Brackin for a total of $62,500. The promissory note was not paid by the maturity
date of July 31, 2011, and accordingly, the note started to accrue compounding interest at 1.25% per month effective August 1,
2011. Interest expense totaled $4,923 and $1,708 for the six months ended June 30, 2012 and 2011, respectively.



NOTE 9 - CAPITAL STOCK TRANSACTIONS



On March 1, 2011, the
Company entered into three separate consulting agreements. The Company agreed to issue a total of 2,500,000 shares of restricted
common stock as payment for services provided under the respective consulting agreements. The shares were valued based on the estimated
fair value of the services provided as this was deemed to be the best indicator of fair value. The Company recorded stock based
compensation charges of $0 during the six months ended June 30, 2012.



NOTE 10 – SUBSEQUENT
EVENTS



There were no subsequent
events.



14







Item 2.	        Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



In this Quarterly Report
on Form 10-Q, unless the context requires otherwise, “we,” “us” and “our” refer to Vinyl Products,
Inc, a Nevada corporation. The following Management’s Discussion and Analysis of Financial Condition and Results of Operation
provide information that we believe is relevant to an assessment and understanding of our financial condition and results of operations.
The following discussion should be read in conjunction with our financial statements and notes thereto included with this Quarterly
Report on Form 10-Q, and all our other filings, including Current Reports on Form 8-K, filed with the Securities and Exchange Commission
(“SEC”) through the date of this report.



Forward Looking Statements



This Quarterly Report
on Form 10-Q includes both historical and forward-looking statements, which include information relating to future events, future
financial performance, strategies, expectations, competitive environment and regulations. Words such as “may,” “should,”
“could,” “would,” “predicts,” “potential,” “continue,” “expects,”
“anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,”
and similar expressions, as well as statements in future tense, identify forward-looking statements. Such statements are intended
to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of
1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). That legislation protects such predictive
statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as
anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not
be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information
we have when those statements are made or our management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in or suggested by the forward-looking statements. You should review carefully the section entitled “Risk Factors”
beginning on page 4 of our Annual Report on Form 10-K for a discussion of certain of the risks that could cause our actual results
to differ from those expressed or suggested by the forward-looking statements.



The inclusion of the
forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements
will be achieved. You should be aware that any forward-looking statement made by us in this Quarterly Report on Form 10-Q, or elsewhere,
speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as
a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance
on the forward-looking statements contained in this Quarterly Report on Form 10-Q.



Overview



The Company operates
a passenger transportation business commonly referred to as a chauffeured vehicle service. Its initial operations are focused on
servicing the tourism industry in Scottsdale, Arizona under the brand name of “Ride The Dougie”. The Company provides
chauffeured vehicle service for concert and weddings, airport shuttles, business and association meetings, conventions, road shows,
promotional tours, special events, incentive travel and leisure travel and mobile concierge services.



15







The chauffeured vehicle
service industry serves businesses in virtually all sectors of the economy. The Company believes that business customers are becoming
increasingly sophisticated in their use of ground vehicle services and are demanding a broader array of airport or other destination
site "meet- and-greet" services and other efficiency-enhancing services. Although there are other forms of transportation
that compete with chauffeured vehicles, such as buses, taxis, and rental cars, the Company believes that none of those forms of
transportation provides the quality, dependability and value-added services of chauffeur-driven vehicles. The Company also believes
that businesses place a premium on service providers that are able to coordinate the travel itinerary of each member of a large
group.



The Company's objective
is to increase its profitability and its market share in the chauffeured vehicle service industry by implementing the following
growth strategies:



| | · | Expand Through Internal Growth. The Company intends to continue to generate internal growth
by further enhancing its delivery of high quality service to its customers, by further investment in transportation vehicles and
in its sales and marketing programs and by extending its services to new geographical areas.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Expand Through Acquisitions. The Company believes that there are significant opportunities
to acquire additional chauffeured vehicle service companies in its region and other strategic regions.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We plan to implement
these strategies and fund the implementation with the proceeds of issuances of our common stock and debt securities and from cash
flow generated by operations.



The Company intends
to continue to expand recognition of the "Ride the Dougie" name through its marketing and promotional efforts. The Company
has developed a marketing program directed at both the travel arranger such as concierges at major resorts and the end user of
chauffeured vehicle services. The program consists of directory listings, advertising, website and referral system.



The Company's marketing
program seeks to build upon brand name recognition, customer loyalty, and service know-how.



Results of Operations



Three Months Ended June 30, 2012 Compared
to Three Months Ended June 30, 2011



Revenue



Revenues totaled $6,603
for the three months ended June 30, 2012 versus $6,049 in the comparable period in the prior year. The Company began offering commercial
service in December 2010 and generated revenue from its first clients in late January 2011. Since this time, the Company has been
generating revenues on a monthly basis by providing chauffeured vehicle and concierge services.



Cost of Revenue



Cost of revenue consists
of depreciation expense for the Company’s transportation vehicles as well as other direct costs of providing services. Cost
of revenue totaled $3,909 for the three months ended June 30, 2012 versus $3,853 in the comparable period of the prior year.



Marketing Expenses



Marketing expenses totaled $1,050 for the
three months ended June 30, 2012 compared to $960 in the comparable period of the prior year.



16







General and Administrative Expenses



General and administrative
expenses totaled $13,189 for the three months ended June 30, 2012 compared to $22,410 for the three months ended June 30, 2011.
The decrease in general and administrative expenses was a result of the additional legal expenses related to the Brackin O’Connor
Transaction and stock based compensation charges for common stock issued to service providers incurred in the quarter ended June
30, 2011. The current period expenses are primarily comprised of $10,772 of professional as well as other general and administrative
expenses.



Net Loss



Net loss totaled $15,690
for the three months ended June 30, 2012 due primarily to the marketing and general and administrative expenses discussed above
which exceeded gross profits generated. Net loss totaled $24,917 for the three months ended June 30, 2011.



Six Months Ended June 30, 2012 Compared
to Six Months Ended June 30, 2011



Revenue



Revenues totaled $21,534
for the six months ended June 30, 2012 versus $13,154 in the comparable period in the prior year. The Company began offering commercial
service in December 2010 and generated revenue from its first clients in late January 2011. Since this time, the Company has been
generating revenues on a monthly basis by providing chauffeured vehicle and concierge services.



Cost of Revenue



Cost of revenue consists
of depreciation expense for the Company’s transportation vehicles as well as other direct costs of providing services. Cost
of revenue totaled $6,756 for the six months ended June 30, 2012 versus $8,487 in the comparable period of the prior year.



Marketing Expenses



Marketing expenses
totaled $10,297 for the six months ended June 30, 2012 compared to $8,473 in the comparable period of the prior year.



General and Administrative Expenses



General and administrative
expenses totaled $22,029 for the six months ended June 30, 2012 compared to $80,684 for the six months ended June 30, 2011. The
current period expenses are primarily comprised $18,625 in professional fees, as well as other general and administrative expenses.
Expenses for the six months ended June 30, 2011 were primarily comprised of $23,800 of legal expenses, $30,469 of stock based compensation
charges for common stock issued to service providers, $19,798 in professional fees, as well as other general and administrative
expenses.



Net Loss



Net loss totaled $25,630
for the six months ended June 30, 2012 due primarily to the general and administrative expenses discussed above which exceeded
gross profits generated. Net loss totaled $88,233 for the six months ended June 30, 2011.



17







Liquidity and Capital Resources



The
accompanying financial statements have been prepared assuming that we will continue as a going concern. As shown in the accompanying
financial statements, we incurred losses of $25,630 for the six months ended June 30, 2012 and have an accumulated deficit of $161,301
at June 30, 2012. At June 30, 2012, we had cash of $13,812.



We started to generate
revenue in January 2011, however, in order to continue as a going concern, develop a reliable source of revenues, and achieve a
profitable level of operations, we will need, among other things, additional capital resources. Accordingly, management’s
plans to continue as a going concern include raising additional capital through sales of common stock and other securities.



Our current funding
is not sufficient to continue our operations for the remainder of the year ending December 31, 2012. We will require additional
debt and/or equity financing to continue our operations. We cannot provide any assurances that additional financing will be available
to us or, if available, may not be available on acceptable terms.



If we are unable to
obtain adequate capital, we could be forced to cease or delay development of our operations, sell assets or our business may fail.
In each such case, the holders of our common stock would lose all or most of their investment.



Inflation Risk



We do not believe that
inflation has had a material effect on our business, financial condition or results of operations. However, if our costs such as
gasoline were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through
price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.



Off Balance Sheet Arrangements



We did not have any
significant off-balance sheet arrangements during the six months ended June 30, 2012.



Capital Resources and Requirements



Our future liquidity
and capital requirements will be influenced by numerous factors, including:



| | • | the extent and duration of future operating income;
| | - | ---------------------------------------------------



| | • | the level and timing of future sales and expenditures;
| | - | ------------------------------------------------------



| | • | working capital required to support our growth;
| | - | -----------------------------------------------



| | • | investment capital for transportation vehicles and equipment;
| | - | -------------------------------------------------------------



| | • | our sales and marketing programs;
| | - | ---------------------------------



| | • | investment capital for potential acquisitions;
| | - | ----------------------------------------------



| | • | competition; and
| | - | ----------------



18







| | • | market developments.
| | - | --------------------



Critical Accounting Policies and Estimates



We prepare our financial
statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases
its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.



The following critical
accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements.



Impairment of Long-Lived Assets



The Company adopted
Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires
that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived
assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating
results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted
cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates
of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to
be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. The Company performed an annual
review for impairment and none existed as of December 31, 2011.



Issuance of Shares for Non-Cash Consideration



The Company
accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services
or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting
policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards
issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i)
the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant
or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument
is recognized over the term of the consulting agreement.



Recently
Issued Accounting Pronouncements



In January 2010, the
FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value
measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair
value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures
for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December
15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not impact the Company's consolidated
results of operations or financial condition.



19







In December 2010,
the FASB issued FASB ASU No. 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with
Zero or Negative Carrying Amounts,” which is now codified under FASB ASC Topic 350, “Intangibles — Goodwill and
Other.” This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative
carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more
likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity
should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating
an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning
after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units
having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units’
goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test
for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability,
with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill.
Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period
of adoption. This adoption of this ASU did not impact the Company's consolidated results of operations or financial condition.



In December 2010,
the FASB issued FASB ASU No. 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,”
which is now codified under FASB ASC Topic 805, “Business Combinations.” A public entity is required to disclose pro
forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the
acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented
and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial
statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which
occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental
pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro
forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB
ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after
the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted.
The adoption of this ASU did not impact the Company's consolidated results of operations or financial condition.



Item 3.	         Quantitative
and Qualitative Disclosures About Market Risk.



We are a smaller reporting
company and therefore, we are not required to provide information required by this item of Form 10-Q.



20







Item 4.	         Controls
and Procedures.



Evaluation of Disclosure Controls and
Procedures



Our management, with
the participation of our Chief Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of June 30, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is 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 by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Our management assessed the effectiveness of our internal control over financial reporting as of June
30, 2012, and this assessment identified certain material weakness in our internal control over financial reporting, including
material weaknesses due to our management’s lack of segregation of duties in financial transactions or reporting as a result
of the fact that we only have two officers. Due to our size and nature, segregation of all conflicting duties may not always be
possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody
of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact
of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that
the control deficiency that resulted represented a material weakness.



Based on that evaluation,
management concluded that our internal control over financial reporting was not effective as of June 30, 2012.



Changes in Internal Control over Financial
Reporting



There was no change
in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and
15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



21







Part II



OTHER INFORMATION



Item 1.	         Legal
Proceedings.



We are not a party
to any material legal proceedings.



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



On March 1, 2011, we
entered into three separate consulting agreements. We agreed to issue a total of 2,500,000 shares of restricted common stock as
payment for services provided under the respective consulting agreements. All of the above shares were issued pursuant to Section
4(2) of the Securities Act of 1933. In connection with this issuance, all purchasers were provided with access to all material
aspects of the company, including the business, management, offering details, risk factors and financial statements. They also
represented to us that they were acquiring the shares as a principal for their own account with investment intent. They each also
represented that they were sophisticated, having prior investment experience and having adequate and reasonable opportunity and
access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by
general advertisement or general solicitation.



Item 3.	         Defaults
Upon Senior Securities.



None.



Item 5.	         Other
Information.



None.



Item 6.	         Exhibits.



|Exhibit
No. |  | Description                                                                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                    
|21.1*       |  | Subsidiaries of Registrant                                                                                                                                                         
|31.1*       |  | Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|31.2*       |  | Certification of Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1*       |  | Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 



* – Filed herewith



22







SIGNATURES



Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on the 10th day of August, 2012.



| | VINYL PRODUCTS, INC.
| | --------------------
| |                     
| | By:                 
| |                     
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