**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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




For
      the
      quarterly period ended: September 30, 2008





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





Commission
      file number 000-52769





RED
      OAK CONCEPTS, INC.


(Exact
      name of small business issuer


as
      specified in its charter)





Nevada
              (State
                or other jurisdiction of
              incorporation
                or organization)
            
            26-0295367
              (I.R.S.
                Employer
              Identification
                No.)





5357
      Red Oak Drive, Coopersburg, Pennsylvania 18036


(Address
      of principal executive offices)





610-945-6626


(Issuer's
      telephone number)





_____________________________________


(Former
      name, former address and former


fiscal
      year, if changed since last report)




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.ýYes □ 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
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
                  accelerated filer □
              Accelerated
                  filer □Non-accelerated
                  filer □
              Smaller
                  reporting companyý(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 Act). ý Yes □ No
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No  ̈





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes  ̈ No  ̈





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: At November 11, 2008 there were 1,000,000
      shares of common stock outstanding.









**PART
      I — FINANCIAL INFORMATION**





Item
      1.
      Financial Statements.





PageBalance
                Sheet – September 30, 2008 (Unaudited)
            
            F-1Statement
                of Operations
              Three
                Months Ended September 30, 2008 (Unaudited) and
              September
                30, 2007 (Unaudited)
            
            F-2Statement
                of Stockholders Deficit
            
            F-3Statement
                of Cash Flows
              Three
                Months Ended September 30, 2008 (Unaudited)
            
            F-5Notes
                to Financial Statements (Unaudited)
            
            F-5 to F-9







**Red
                  Oak Concepts, Inc.****(A
                  Development Stage Company)****Balance
                  Sheet—Unaudited****As
                  of September 30, 2008**
  ASSETSCURRENT
                    ASSETS:Cash
                
                $
                10,028TOTAL
                    CURRENT ASSETS
                
                
                10,028TOTAL
                    ASSETS
                
                $
                10,028LIABILITIES
                    AND STOCKHOLDERS' DEFICITCURRENT
                    LIABILITIES:Accrued
                    Expenses
                
                $
                598TOTAL
                    CURRENT LIABILITIES
                
                
                598TOTAL
                    LIABILITIES
                
                
                598STOCKHOLDERS'
                    DEFICITPreferred
                    stock ($0.0001 par value; 10,000,000 shares authorized; no shares
                    issued
                    and outstanding at September 30, 2008)
                
                
                -Common
                    stock ($0.0001 par value; 100,000,000 shares authorized: 1,000,000
                    issued
                    and outstanding at September 30, 2008)
                
                
                100Paid
                    in Capital
                
                
                29,900Retained
                    Deficit
                
                
                (20,570
                )TOTAL
                    STOCKHOLDERS' DEFICIT
                
                
                9,430TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                10,028
  The
        accompanying notes are an integral part of these financial
        statements.
  F-1
  **Red
                  Oak Concepts, Inc.****(A
                  Development Stage Company)****Statement
                  of Operations—Unaudited****For
                  the three Months Ended September 30,
                  2008**
  For the Three
              
              For the ThreeMonths Ended
              
              Months EndedSeptember 30, 2008
              
              September 30, 2007REVENUES:Interest
                  Income
              
              $
              357
              
              $
              -Total
                  Revenue
              
              
              357
              
              
              -EXPENSES:Professional
                  Fees
              
              
              5.350Selling,
                  General, and Administrative
              
              
              1,761Total
                  Expenses
              
              
              7,111Loss
                  from Operations
              
              $
              (6,754
              )Basic
                  and fully diluted net loss per common share:
              
              $
              (0.00965
              )Weighted
                  average common shares outstanding
              
              
              700,000
  The
        accompanying notes are an integral part of these financial
        statements.
  F-2
 **Red
                    Oak Concepts, Inc.****(A
                    Development Stage Company)****Statement
                    of Stockholders' Deficit—Unaudited****For
                    the Three Months Ended September 30,
                    2008**
  AdditionalCommon Stock
              
              Preferred stock
              
              Paid-in
              
              DeficitShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              AccumulatedBalances,
                  December 31, 2008
              
              
              700,000
              
              $
              100
              
              
              -
              
              $
              -
              
              $
              29,900
              
              $
              (13,816
              )Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,754
              )Balances,
                  September 30, 2008
              
              
              700,000
              
              $
              100
              
              
              -
              
              $
              -
              
              $
              29,900
              
              $
              (20,570
              )
  The
        accompanying notes are an integral part of these financial
        statements.
  F-3
 **Red
                    Oak Concepts, Inc.****(A
                    Development Stage Company)****Statement
                    of Cash Flows—Unaudited****For
                    the Three Months September 30,
                    2008**
  For the Three
                
                For the ThreeMonths Ended
                
                Months EndedSeptember 30, 2008
                
                September 30, 2007CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (6,754
                )Adjustments
                    to reconcile net (loss) to net cash used in operations:Changes
                    in Assets and Liabilities:Increase/(Decrease)
                    in Accrued Expenses
                
                
                598NET
                    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                
                
                (6,1567
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Shareholder
                    Note Payable
                
                
                -Capital
                    Stock purchase
                
                
                -NET
                    CASH PROVIDED BY (USED IN) FINANCINGACTIVITIES
                
                
                -CASH
                    AND CASH EQUIVALENTS,BEGINNING
                    OF THE PERIOD
                
                
                16,184END
                    OF THE PERIOD
                
                $
                10,028***SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:******CASH
                    PAID DURING THE PERIOD FOR:*****Interest**
                
                **$**
                **-****Taxes**
                
                **$**
                **-**
  The
        accompanying notes are an integral part of these financial
        statements.
  F-4
  RED
        OAK
        CONCEPTS, INC.
 NOTES
        TO
        THE UNAUDITED
 FINANCIAL
        STATEMENTS
 
 NOTE
        A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Business
        Activity —Red
        Oak
        Concepts, Inc. (the “Company”) was organized under the laws of the State of
        Delaware on May 24, 2007 as a corporation. As of December 4, 2007, the Company
        merged with Red Oak Concepts, Inc., a Nevada corporation (Red Oak—Nevada). The
        name of the surviving corporation is Red Oak Concepts, Inc. The merger was
        approved, adopted, certified, executed, and acknowledged by each constituent
        corporation in accordance with Section 252 of the State of Delaware General
        Corporation Law. Subject to the terms of the agreement each share of the
        Company’s Common Stock outstanding immediately prior to the merger automatically
        was changed and converted into one fully paid and nonassessable, issued and
        outstanding share of Red Oak-Nevada Common Stock. The merger is intended
        to be a
        tax-free plan of reorganization within the meaning of Section 368(a) (1)
        (F) of
        the Code. The Company’s objective is to acquire or merge with a target business
        or company in a business combination.
 
 Basis
        of Presentation —The
        financial statements included herein were prepared under the accrual basis
        of
        accounting.
 
 Cash
        and Cash Equivalents —For
        purposes of the Statement of Cash Flows, the Company considers liquid
        investments with an original maturity of three months or less to be cash
        equivalents.
 
 Management’s
        Use of Estimates —The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        financial statements and the reported amounts of revenues and expenses during
        the reporting period. Actual results could differ from those estimates. The
        financial statements above reflect all of the costs of doing
        business.
 
 Revenue
        Recognition —The
        Company’s policy is to recognize income when it is earned.
 
 Comprehensive
        Income (Loss) —The
        Company adopted Financial Accounting Standards Board Statement of Financial
        Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”, which
        establishes standards for the reporting and display of comprehensive income
        and
        its components in the financial statements. There were no items of comprehensive
        income (loss) applicable to the Company during the period covered in the
        financial statements.
  F-5
  Net
        Income per Common Share —Statement
        of Financial Accounting Standard (SFAS) No. 128 requires dual presentation
        of
        basic and diluted earnings per share (EPS) with a reconciliation of the
        numerator and denominator of the EPS computations. Basic earnings per share
        amounts are based on the weighted average shares of common stock outstanding.
        If
        applicable, diluted earnings per share would assume the conversion, exercise
        or
        issuance of all potential common stock instruments such as options, warrants
        and
        convertible securities, unless the effect is to reduce a loss or increase
        earnings per share. Accordingly, this presentation has been adopted for the
        period presented. There were no adjustments required to net income for the
        period presented in the computation of diluted earnings per share.
 
 Deferred
        Taxes
 Income
        taxes are provided in accordance with Statement of Financial Accounting
        Standards No. 109 (SFAS No. 109), “Accounting for Income Taxes.” A deferred tax
        asset or liability is recorded for all temporary differences between financial
        and tax reporting and net operating loss-carry forwards.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that, some portion or all of the deferred
        tax asset will not be realized. Deferred tax assets and liabilities are adjusted
        for the effect of changes in tax laws and rates on the date of
        enactment.
 
 Fair
        Value of Financial Instruments —The
        carrying amounts reported in the balance sheet for cash, accounts receivable
        and
        payable approximate fair value based on the short-term maturity of these
        instruments.
 
 Accounts
        Receivable —Accounts
        deemed uncollectible are written off in the year they become uncollectible.
        As
        of September 30, 2008 the balance in Accounts Receivable was $0.
 
 Impairment
        of Long-Lived Assets —The
        Company evaluates the recoverability of its fixed assets and other assets
        in
        accordance with Statement of Financial Accounting Standards No. 144, “Accounting
        for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
        requires recognition of impairment of long-lived assets in the event the
        net
        book value of such assets exceeds its expected cash flows, it is considered
        to
        be impaired and is written down to fair value, which is determined based
        on
        either discounted future cash flows or appraised values. The Company adopted
        the
        statement on inception. No impairments of these types of assets were recognized
        during the period ended September 30, 2007.
 
 Stock-Based
        Compensation —The
        Company accounts for stock-based compensation using the fair value method
        of
        Financial Accounting Standard No. 123R. This Statement requires a public
        entity
        to measure the cost of employee services received in exchange for an award
        of
        equity instruments based on the grant-date fair value of the award (with
        limited
        exceptions). That cost will be recognized over the period during which an
        employee is required to provide service in exchange for the award—the requisite
        service period (usually the vesting period). No compensation cost is recognized
        for equity instruments for which employees do not render the requisite service.
  F-6
  Recent
        Accounting Pronouncements —In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        159, “The Fair Value for Financial Assets and Financial Liabilities—including an
        amendment of FASB Statement No. 115”. This statement permits entities to choose
        to measure many financial instruments and certain other items at value. The
        objective is to improve financial reporting by providing entities with the
        opportunity to mitigate volatility in reported earnings caused by measuring
        related assets and liabilities differently without having to apply complex
        hedge
        accounting provisions. This Statement is expected to expand the use of fair
        value measurement, which is consistent with the Board’s long-term measurement
        objectives for accounting for financial instruments. Effective as of the
        beginning of an entity’s first fiscal year that begins after November 15, 2007.
        Early adoption is permitted as of the beginning of a fiscal year that begins
        on
        or before November 15, 2007, provided the entity also elects to apply the
        provisions of FASB Statement No. 157, Fair Value Measurements. No entity
        is
        permitted to apply the Statement retrospectively to fiscal years preceding
        the
        effective date unless the entity chooses early adoption. Early adoption of
        this
        standard is not expected to have a material effect on the Company’s results of
        operations or its financial position, but the Company is evaluating the
        Statement to determine what impact, if any, it will have on the
        Company.
 
 In
        December 2007, the FASB issued SFAS 141(revised 2007), Business
        Combinations (“SFAS 141R”). SFAS 141R will significantly change the
        accounting for business combinations in a number of areas including the
        treatment of contingent consideration, contingencies, acquisition costs,
        IPR&D and restructuring costs. In addition, under SFAS 141R, changes in
        deferred tax asset valuation allowances and acquired income tax uncertainties
        in
        a business combination after the measurement period will impact income tax
        expense. SFAS 141R is effective for fiscal years beginning after
        December 15, 2008. The Company has not yet determined the impact, if any,
        of SFAS 141R on its consolidated financial statements.
  In
        December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
        Consolidated Financial Statements, an amendment of ARB No. 51
        (“SFAS 160”). SFAS 160 will change the accounting and reporting for
        minority interests, which will be recharacterized as noncontrolling interests
        (NCI) and classified as a component of equity. This new consolidation method
        will significantly change the account with minority interest holders.
        SFAS 160 is effective for fiscal years beginning after December 15,
        2008. The Company has not yet determined the impact, if any, of SFAS 160 on
        its consolidated financial statements.
  F-7
  A—SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Recent
        Accounting Pronouncements (cont’d)
 
 In
        March
        2008, the FASB issued Statement of Financial Accounting Standards No. 161,
        “Disclosures about Derivative Instruments and Hedging Activities—an amendment of
        FASB Statement No. 133”. This statement requires enhanced disclosures about an
        entity’s derivative and hedging activities and thereby improves the transparency
        of financial reporting. This Statement changes the disclosure requirements
        for
        derivative instruments and hedging activities. Entities are required to provide
        enhanced disclosures about (a) how and why an entity uses derivative
        instruments, (b) how derivative instruments and related hedged items are
        accounted for under Statement 133 and its related interpretations, and (c)
        how
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. This Statement is effective
        for
        financial statements issued for fiscal years and interim periods beginning
        after
        November 15, 2008, with early application encouraged. This Statement encourages,
        but does not require, comparative disclosures for earlier periods at initial
        adoption. The adoption of this standard is not expected to have a material
        effect on the Company’s results of operations or financial
        position.
 
 NOTE
        B—SUPPLEMENTAL CASH FLOW INFORMATION
 
 Supplemental
        disclosures of cash flow information for the period ended September 30, 2008
        is
        summarized as follows:
 
 Cash
        paid
        during the period ended September 30, 2008 for interest and income
        taxes:
 
 Income
                  Taxes
              
              $
              —Interest
              
              $
              —
 
 NOTE
        C—SEGMENT REPORTING
 
 In
        June
        1997, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and
        Related Information.” This statement requires companies to report information
        about operating segments in interim and annual financial statements. It also
        requires segment disclosures about products and services, geographic areas
        and
        major customers. The Company determined that it did not have any separately
        reportable operating segments as of September 30, 2008.
 
 NOTE
        D—GOING CONCERN
 
 As
        shown
        in the accompanying audited financial statements, the Company has suffered
        a
        loss from operations to date. It has experienced a loss of $13,816 since
        inception and has a negative working of capital. These factors raise substantial
        doubt about the Company’s ability to continue as a going concern.
  F-8
  Management’s
        plans in regard to this matter are to raise equity capital and seek strategic
        relationships and alliances in order to increase sales in an effort to generate
        positive cash flow. Additionally, the Company must continue to rely upon
        equity
        infusions from investors in order to improve liquidity and sustain operations.
        The financial statements do not include any adjustments that might result
        from
        the outcome of this uncertainty.
 
 NOTE
        E—CAPITAL STOCK
 
 The
        Company is authorized to issue 100,000,000 common shares at $.0001 par value
        per
        share.
 
 During
        the period from inception (May 24, 2007) through September 30, 2008, the
        Company
        issued 1,000,000 shares to the following persons:
 
 Susan
                  D. Zachmann
              
              
              475,000Katherine
                  J. Daniels
              
              
              475,000Barbara
                  Deadwiley
              
              
              50,000
 
 The
        Company is authorized to issue 10,000,000 preferred shares at $.0001 par
        value
        per share. During the period from inception (May 24, 2007) through September
        30,
        2008, the Company issued no preferred shares.
 
 NOTE
        F—NOTES PAYABLE/RELATED PARTY TRANSACTION
 
 The
        Company the Company had issued Notes Payable outstanding to major shareholders
        (related party) totaling $29,900.
 
 NOTE
        I
– DEVELOPMENT STAGE COMPANY
 
 The
        Company is in the development stage as of September 30, 2008 and to date
        has had
        no significant operations. Recovery of the Company’s assets is dependent on
        future events, the outcome of which is indeterminable. In addition, successful
        completion of the Company’s development program and its transition, ultimately,
        to attaining profitable operations is dependent upon obtaining adequate
        financing to fulfill its development activities and achieving a level of
        sales
        adequate to support the Company’s cost
  F-9




**Item
      2. Management’s Discussion and Analysis or Plan of Operation.**





Overview .





Red
      Oak
      Concepts, Inc. (“we”, “us”, the “Company” or like terms) was formed to serve as
      a vehicle to acquire, through a merger, capital stock exchange, asset
      acquisition or other similar business combination (“Business Combination”), an
      operating or development stage business which desires to utilize our status
      as a
      reporting corporation under the Securities Exchange Act of 1934. We have neither
      engaged in any operations nor generated any revenues since our
      inception.





We
      are
      currently negotiating with the principals of an operating business to enter
      into
      a Business Combination, though we cannot be certain that we will be successful
      in consummating a Business Combination with this entity or with any other
      entity. We are not presently engaged in, and will not engage in, any substantive
      commercial business until we consummate a Business Combination.





Our
      management has broad discretion in identifying and selecting a prospective
      Target Business. We have not established any specific attributes or criteria
      (financial or otherwise) for prospective Target Businesses. None of our officers
      and directors has ever served as an officer or director of a development stage
      public company with the business purpose of acquiring a Target Business.
      Accordingly, they may not successfully identify a Target Business or conclude
      a
      Business Combination. To the extent we affect a Business Combination with a
      financially unstable company or an entity in its early stage of development
      or
      growth, including entities without established records of sales or earnings,
      we
      may be affected by numerous risks inherent in the business and operations of
      financially unstable and early stage or potential emerging growth companies.
      Although our management will endeavor to evaluate the risks inherent in a
      particular Target Business, we cannot assure you that we will properly ascertain
      or assess all significant risk factors.





We
      expect
      that in connection with any Business Combination, we will issue a significant
      number of shares of our common stock (equal to at least 80% of the total number
      of shares outstanding after giving effect to the transaction, in order to ensure
      that Business Combination qualifies as a “tax free” transaction under federal
      tax laws). The issuance of additional shares of our capital stock:




·
            will
                significantly reduce the equity interest of our stockholders;
                and





·
            will
                cause a change in likely result in the resignation or removal of
                one or
                more of our present officers and
                directors.





Our
      management anticipates that the Company likely will be able to affect only
      one
      Business Combination, due primarily to our financial resources and the dilution
      of interest for present and prospective stockholders, which is likely to occur
      as a result of our management's plan to offer a controlling interest to a Target
      Business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against potential gains from another.





Liquidity
      and Capital Resources .





Our
      operating expenses comprise the costs and expenses related to filing of Exchange
      Act reports and investigating and consummating a Business Combination.
      Management expects to fund any additional costs and expenses that we may incur
      in connection with due diligence activities and a Business Combination through
      loans or further investment in the Company, as and when necessary. We have
      not
      yet incurred material costs in connection with our ongoing negotiations to
      consummate a Business Combination, though, to the extent we incur such costs
      and
      do not enter into a Business Combination, such expenses will be deemed to be
      a
      loss. We cannot provide investors with any assurance that we will have
      sufficient capital resources to identify a suitable Target Business, to conduct
      effective due diligence as to any Target Business or to consummate a Business
      Combination.




2




Results
      of Operations .





Since
      our
      inception, we have not generated any revenue. We do not expect to engage in
      any
      activities, other than seeking to identify a Target Business, unless and until
      such time as we enter into a Business Combination with a Target Business, if
      ever. We cannot provide investors with any assessment as to the nature of a
      Target Business’s operations or speculate as to the status of its products or
      operations, whether at the time of the Business Combination it will be
      generating revenues or its future prospects.




**Item
        3. Quantitative and Qualitative Disclosures About Market
        Risk.**
 
 Not
        applicable.
 
 **Item
        4T. Controls and Procedures.**
  **Item
      3A(T). Controls and Procedures.**





Our
      management is responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 as amended (the “Exchange Act”)), designed to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      by
      an issuer in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the issuer’s management, including its principal
      executive officer or officers and principal financial officer or officers,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.





The
      Company has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures as of September 30, 2008 (the “Evaluation
      Date”). Such evaluation was conducted under the supervision and with the
      participation of the Company’s principal executive officer who also is our
      principal financial officer. Based upon such evaluation, the Company’s principal
      executive officer has concluded that, as of the Evaluation Date, the Company’s
      disclosure controls and procedures were effective. There have been no changes
      in
      the Company’s internal controls over financial reporting that occurred during
      the Company’s most recent fiscal quarter, that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal controls over
      financial reporting.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





The
      Company is not a party to any legal proceeding or litigation.




**Item
        1A. Risk Factors.**
 
 Smaller
        reporting companies are not required to provide the information required
        by this
        item.
  **Item
      2. Changes in Securities and Small Business Issuer Purchase of Equity
      Securities.**





(a) None.





(b) None.





(c)
       During the three months ended September 30 2008, the Company did not issue
      any securities.





(d) None.




3




(e) None.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5. Other Information.**





None.





**Item
      6. Exhibits.**





Exhibit
            
            Description31.1
            
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
                ended September 30, 2008.32.1
            
            Certification
                of the Company’s Principal 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.




4




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused the Report to be signed on its behalf by the
      undersigned thereunto duly authorized.


**RED
                  OAK CONCEPTS, INC.**Date:
              November
                  12, 2008
              
              By:
              /s/ Susan
                  ZachmannSusan
                  Zachmann, President




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