U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q/A


(Amendment
No. 2)





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





For the
quarterly period ended: June
30, 2009





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





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.)





2210 South Ritchey Street,
Santa Ana, California 92705


(Address
of principal executive offices)





(714)
210-8888


(Registrant's
telephone number)





(Former
      name, former address and formerfiscal
      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. x  Yes    ̈  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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter 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
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      ̈  (Do
      not check if a smaller reporting company)
                  Smaller
      reporting company     x





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to 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 August 13, 2009 there were 22,863,200
shares of common stock outstanding.





EXPLANATORY
NOTE





On
November 10, 2009, the board of directors Vinyl Products, Inc. (“we,” “us,”
“our” or the “Company”), upon the identification by and recommendation of
management, concluded that the previously issued financial statements contained
in our Annual Report on Form 10-K ("2008 Annual Report") for the year ended
December 31, 2008, and our quarterly reports on Form 10-Q for the quarters ended
March 31, 2009 and June 30, 2009 should no longer be relied upon because of
errors in those financial statements, and that we would amend and restate these
consolidated financial statements to make the necessary accounting
corrections.





We are
filing this Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2009 ("Amended June 2009 10-Q") as originally filed with the
Securities and Exchange Commission on August 13, 2009 ("Original June 2009
10-Q") to:





·
            amend
      and restate the consolidated financial statements included the
      Original June 2009 10-Q to reflect the effect of the amendment and
      restatement of the audited consolidated financial statements for the years
      ended December 31, 2008 and 2007, as filed in an amendment on Form 10-K/A
      to the Annual Report on Form 10-K for the year ended December 31, 2009 on
      the date hereof (the “Amended 2008
10-K”);





·
            reclassify
      certain financial information included in the financial statements filed
      with Original June 2009 10-Q to reflect the effect of the reclassification
      of the audited consolidated financial statements filed with the Amended
      2008 10-K;





·
            amend
      and restate the "Management's Discussion and Analysis of Financial
      Condition and Results of Operations";
and





·
            amend
      Item 4(T), Controls and Procedures.





Concurrent
herewith, we are filing the Amended 2008 10-K and a Form 10-Q/A to our quarterly
report on Form 10-Q for the three months ended March 31, 2009, both of which
include amended, restated and reclassified consolidated financial statements and
certain other amendments required to be made to such reports to reflect the
amendment, restatement and reclassification of the financial statements filed
with such reports.





Restatement.           
The audited consolidated financial statements for the year ended December 31,
2008 contained in the 2008 Annual Report (the "Original 2007/2008 Financial
Statements") understated the reported amount of our federal and state corporate
income tax returns for the year ended December 31, 2008 by approximately
$30,000.  The additional amount of federal and state corporate income taxes
to be paid is material to our financial statements.





The
restatement of the Original 2007/2008 Financial Statements to report the
accurate amount of federal and state corporate income taxes owed affected
individual components of our Consolidated Balance Sheets as of December 31, 2008
and the Consolidated Statement of Operations Consolidated Statements of
Shareholders’ Equity, and Consolidated of Cash Flows for the year ended December
31, 2008 and subsequent interim periods. However, this restatement had no effect
on reported consolidated earnings per share for the years ended December 31,
2008 and 2007. For the period ended June 30, 2009, the restatement affected
individual components of the Company's unaudited Consolidated Balance Sheets as
of June 30, 2009, Consolidated Statement of Operations, and Consolidated
Statement of Cash Flows. The restatement had no effect on earnings per share for
the period ended June 30, 2009. We have added a restatement footnote as Note J
to the financial statements filed herewith, titled "Reclassification and
Restatement."





Reclassification.           
Our board of directors has concluded that the Original 2007/2008 Financial
Statements improperly classified certain expenses as required in accordance with
generally accepted accounting principles. Specifically, in the Original
2007/2008 Financial Statements, we had included credit card fees and financing
discounts as an "interest expense" (a line item in the Statement of Operations
portion of our consolidated financial statements) when such expenses are more
properly classified as selling, general and administrative expenses.  In
October 2009, the board of directors, upon the recommendation of management,
resolved to amend the Original 2007/2008 Financial Statements and the financial
statements for all subsequent interim periods to reclassify credit card fees and
financing discounts as selling, general and administrative
expenses.


2





The
reclassification of the Original 2007/2008 Financial Statements affected
individual components of the Company’s audited Consolidated Statements of
Operations for each of the years in the two-year period ended December 31, 2008
and subsequent interim periods. This reclassification did not result in any
change to our reported Consolidated Balance Sheets as of December 31, 2008 and
2007 or the Consolidated Statements of Cash Flows or Consolidated Statements of
Operations for either of the years in the two-year period ended December 31,
2008 and had no effect on the reported consolidated net income or earnings per
share for either period (though it did affect net operating income and net other
income in each of 2007 and 2008 periods). For the period ended June 30, 2008,
the reclassification affected individual components of the Company's unaudited
Consolidated Statements of Operations. The reclassification affected individual
components of our Consolidated Statements of Operations for the period ended
June 30, 2009. The reclassification did not result in any change to our reported
Consolidated Balance Sheets as of June 30, 2009 or the Consolidated Statement of
Cash Flows for the three months and six months then ended and had no effect on
the reported consolidated net income or earnings per share for the periods
(though it did affect net operating income and net other income in each of 2007
and 2008 periods). We have added a reclassification footnote as Note J to the
financial statements filed herewith, titled "Reclassification and
Restatement."





Amendment of Management's
Discussion and Analysis of Financial Condition and Results of
Operations. We are
revising the data and information in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Item 2 of Part I of this
report to reflect the effects of the restatement and reclassification of
expenses included in our unaudited consolidated financial
statements.





Amendment of Item
4(T). As a result of
discovering the errors in the Company's financial statements giving rise to the
restatement, we are amending the disclosure under Item 4(T) of this report to
disclose the material weaknesses in our internal control over financial
reporting that existed as of the end of the period covered by this
report.





In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, each item of the Original June 2009 10-Q that is amended by this Form
10-Q/A is restated in its entirety, and this Form 10-Q/A is accompanied by
currently dated certifications on Exhibits 31.1 and 31.2 by our Chief Executive
Officer and Chief Financial Officer, respectively, and Exhibit 32.1 by our Chief
Executive Officer and Chief Financial Officer.




Except as
expressly set forth in this Amendment, we are not amending any other part of the
Original Filing. This amendment continues to speak as of the date of the
Original June 2009 10-Q, and does not reflect events occurring after the filing
of the Original June 2009 10-Q or modify or update any related or other
disclosures, including forward-looking statements, unless expressly noted
otherwise. Accordingly, this amendment should be read in conjunction with the
Original June 2009 10-Q and with our other filings made with the Securities and
Exchange Commission subsequent to the filing of the Original June 2009 10-Q,
including any amendments to those filings. The filing of this amendment shall
not be deemed an admission that the Original June 2009 10-Q when made included
any untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.





The
following sections in this report have been amended as a result of the
restatement and reclassification:




Part
      II:Item
      1. Financial Statements and Supplementary Data
                  
                  4Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                  
                  5Item
      4(T). Controls and Procedures
                  
                  15


3





Item
1. Financial Statements and Supplementary Data





Financial
Statement Index





Unaudited
Consolidated Financial Statements


for
the Three Months and Six Months Ended June 30, 2009





PageConsolidated
      Balance Sheets as of June 30, 2009 (unaudited)and
      December 31, 2008 (audited)
                          F–1Consolidated
      Statements of Operations for the three months andsix
      months ended June 30, 2009 and 2008 (unaudited)
                          F–2Consolidated
      Statements of Stockholders’ Deficit for thesix
      months ended June 30, 2009 and 2008 (unaudited)
                          F-3Consolidated
      Statements of Cash Flows for the six months endedJune
      30, 2009 and 2008 (unaudited)
                          F–4Notes
      to the Financial Statements
                          F–5


4




VINYL
      PRODUCTS, INC. (fka RED OAK CONCEPTS, INC.)CONSOLIDATED
      BALANCE SHEET—UNAUDITED
                    (Restated
      – Note J)
 
 As ofJune 30, 2009
                        
                        
                        December 31, 2008ASSETSCURRENT
      ASSETS:Cash
      and Cash Equivalents
                        
                        $
                        171,149
                        
                        
                        $
                        114,901Accounts
      Receivable
                        
                        
                        34,200
                        
                        
                        
                        57,575Stock
      Receivable
                        
                        
                        -
                        
                        
                        
                        5,000Inventory
                        
                        
                        148,347
                        
                        
                        
                        156,865Prepaid
      Expenses
                        
                        
                        55,060
                        
                        
                        
                        38,651Total
      Current Assets
                        
                        
                        408,756
                        
                        
                        
                        372,992PROPERTY
      AND EQUIPMENT:Property
      and Equipment
                        
                        
                        430,163
                        
                        
                        
                        429,255Less
      Accumulated Depreciation
                        
                        
                        173,284
                        
                        
                        
                        148,084Net
      Property and Equipment
                        
                        
                        256,879
                        
                        
                        
                        281,171OTHER
      ASSETS:Security
      Deposits
                        
                        
                        8,690
                        
                        
                        
                        8,690Total
      Other Assets
                        
                        
                        8,690
                        
                        
                        
                        8,690TOTAL
      ASSETS
                        
                        $
                        674,325
                        
                        
                        $
                        662,853LIABILITIES
      AND SHAREHOLDERS' EQUITYCURRENT
      LIABILITIES:Current
      Portion of Long-Term Liabilities
                        
                        $
                        16,700
                        
                        
                        $
                        18,646Bank
      Line of Credit
                        
                        
                        36,493
                        
                        
                        
                        -Accounts
      Payable and Accruals
                        
                        
                        298,073
                        
                        
                        
                        255,401Customer
      Deposits
                        
                        
                        260,607
                        
                        
                        
                        161,658Income
      Taxes Payable
                        
                        
                        21,600
                        
                        
                        
                        21,200Total
      Current Liabilities
                        
                        
                        633,473
                        
                        
                        
                        456,905LONG-TERM
      LIABILITIES:Vehicle
      and Installment Purchase Contracts
                        
                        
                        40,870
                        
                        
                        
                        48,824Less
      Current Portion Shown Above
                        
                        
                        16,700
                        
                        
                        
                        18,646Net
      Long-Term Liabilities
                        
                        
                        24,170
                        
                        
                        
                        30,178Total
      Liabilities
                        
                        
                        657,643
                        
                        
                        
                        487,083SHAREHOLDERS'
      EQUITY:Preferred
      Stock ($.0.0001 par value; 10,000,000 shares authorized;no
      shares issued and outstanding at June 30, 2009 and December 31,
      2008)
                        
                        
                        -
                        
                        
                        
                        -Common
      Stock ($0.0001 par value; 100,000,00 shares authorized;22,863,200
      shares issued and outstanding at June 30, 2009 and
                          22,859,000
      shares issued and outstanding at December 31, 2008)
                        
                        
                        2,286
                        
                        
                        
                        2,286Paid
      in Capital
                        
                        
                        92,914
                        
                        
                        
                        90,814Retained
      Earnings (Deficit)
                        
                        
                        (78,518
                        )
                        
                        
                        82,670Total
      Shareholders' Equity
                        
                        
                        16,682
                        
                        
                        
                        175,770TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                        
                        $
                        674,325
                        
                        
                        $
                        662,853
 
 The
accompanying unaudited notes are an integral part of these unaudited financial
statements.
  F-1
 
 VINYL
PRODUCTS, INC.
 Consolidated
Statements of Operations
 For the
Three Months and Six Months Ended June 30, 2009
 (Restated
and Reclassified – Note J)
  FortheThreeMonthsEnded
                        
                        FortheSixMonthsEndedJune30,2009
                        
                        
                        June30,2008
                        
                        June30,2009
                        
                        
                        June30,2008Income
                        
                        $
                        800,403
                        
                        
                        $
                        1,189,776
                        
                        $
                        1,484,911
                        
                        
                        $
                        2,071,455Cost
      of Goods Sold:Labor
                        
                        
                        127,598
                        
                        
                        
                        214,404
                        
                        
                        265,578
                        
                        
                        
                        402,481Materials,
      net of discounts
                        
                        
                        236,813
                        
                        
                        
                        363,318
                        
                        
                        394,630
                        
                        
                        
                        654,061Other
                        
                        
                        6,005
                        
                        
                        
                        13,582
                        
                        
                        13,296
                        
                        
                        
                        20,420Total
      Cost of Goods Sold
                        
                        
                        370,416
                        
                        
                        
                        591,304
                        
                        
                        673,504
                        
                        
                        
                        1,076,962Gross
      Profit
                        
                        
                        429,987
                        
                        
                        
                        598,472
                        
                        
                        811,407
                        
                        
                        
                        994,493Expenses:Advertising
      and Marketing
                        
                        
                        46,397
                        
                        
                        
                        57,929
                        
                        
                        81,137
                        
                        
                        
                        96,116Selling,
      General and Administrative
                        
                        
                        89,033
                        
                        
                        
                        108,365
                        
                        
                        181,614
                        
                        
                        
                        208,764Payroll
                        
                        
                        267,898
                        
                        
                        
                        195,558
                        
                        
                        520,046
                        
                        
                        
                        509,759Professional
      Fees
                        
                        
                        50,785
                        
                        
                        
                        58,961
                        
                        
                        134,654
                        
                        
                        
                        87,102Rent
                        
                        
                        26,070
                        
                        
                        
                        26,070
                        
                        
                        52,140
                        
                        
                        
                        51,650Total
      Expenses
                        
                        
                        480,183
                        
                        
                        
                        446,883
                        
                        
                        969,591
                        
                        
                        
                        953,391Net
      Operating Income
                        
                        
                        (50,196
                        )
                        
                        
                        151,589
                        
                        
                        (158,184
                        )
                        
                        
                        41,102Other
      Income (Expense):Interest
      Income
                        
                        
                        92
                        
                        
                        
                        3,662
                        
                        
                        349
                        
                        
                        
                        5,245Interest
      Expense
                        
                        
                        (1,671
                        )
                        
                        
                        (4,404
                        )
                        
                        (2,952
                        )
                        
                        
                        (5,358
                        )Net
      Other Income (Expense)
                        
                        
                        (1,579
                        )
                        
                        
                        (742
                        )
                        
                        (2,603
                        )
                        
                        
                        (113
                        )Income
      Before Income Taxes
                        
                        
                        (51,775
                        )
                        
                        
                        150,847
                        
                        
                        (160,787
                        )
                        
                        
                        40,989Income
      Taxes
                        
                        
                        (200
                        )
                        
                        
                        (23,800
                        )
                        
                        (400
                        )
                        
                        
                        (24,000
                        )Net
      Income
                        
                        $
                        (51,975
                        )
                        
                        $
                        127,047
                        
                        $
                        (161,187
                        )
                        
                        $
                        16,989,Earnings
      per share:Basic
                        
                        $
                        (.00
                        )
                        
                        $
                        .00
                        
                        $
                        .00
                        )
                        
                        $
                        .00Diluted
                        
                        $
                        (.00
                        )
                        
                        $
                        .00
                        
                        $
                        (.00
                        )
                        
                        $
                        .00Weighted
      average shares outstanding - basic
                        
                        
                        22,862,481
                        
                        
                        
                        22,802,112
                        
                        
                        22,862,481
                        
                        
                        
                        22,802,112Weighted
      average shares outstanding - diluted
                        
                        
                        22,969,387
                        
                        
                        
                        22,802,112
                        
                        
                        22,969,387
                        
                        
                        
                        22,802,112
 
 The
accompanying unaudited notes are an integral part of these unaudited financial
statements.
  F-2
 
 VINYL
      PRODUCTS, INC. (f/k/a RED OAK CONCEPTS, INC.)CONSOLIDATED
      STATEMENT OF SHAREHOLDERS' DEFICIT—UNAUDITED
                    (Restated
      – Note J)
 
 Preferred Stock
                  
                  
                  Common Stock
                  
                  
                  Paid-In
                  
                  
                  RetainedShares
                  
                  
                  Stock
                  
                  
                  Shares
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  EarningsBalances,
      December 31, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  22,859,000
                  
                  
                  $
                  2,286
                  
                  
                  $
                  90,814
                  
                  
                  $
                  82,669Issuance
      of Common Stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,200
                  
                  
                  
                  -
                  
                  
                  
                  2,100
                  
                  
                  
                  -Net
      Income/(Loss) for the Period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (161,187
                  )Balances,
      June 30, 2009
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  22,863,200
                  
                  
                  $
                  2,286
                  
                  
                  $
                  92,914
                  
                  
                  $
                  (78,518
                  )
 
 The
accompanying unaudited notes are an integral part of these unaudited financial
statements.
  F-3
 
 VINYL
      PRODUCTS, INC. (f/k/a RED OAKS CONCEPTS, INC.)CONSOLIDATED
      STATEMENTS OF CASH FLOWS—UNAUDITED
                    (Restated
      – Note J)
 
 For the Six Months EndedJune 30, 2009
                        
                        
                        June 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income/(Loss)
                        
                        $
                        (161,187
                        )
                        
                        $
                        16,989Adjustments
      to Reconcile Net Income to Net Cash Provided by
Operations:Depreciation
                        
                        
                        25,200
                        
                        
                        
                        22,928Changes
      in Assets and Liabilities:Decrease
      (Increase) in Accounts Receivable
                        
                        
                        23,375
                        
                        
                        
                        (6,659
                        )Decrease
      (Increase) in Inventory
                        
                        
                        8,517
                        
                        
                        
                        (1,152
                        )Decrease
      (Increase) in Prepaid Expenses
                        
                        
                        (18,807
                        )
                        
                        
                        4,102Increase
      in Accounts Payable and Accrued Expenses
                        
                        
                        49,713
                        
                        
                        
                        76,648Decrease
      in Customer Deposits
                        
                        
                        98,948
                        
                        
                        
                        130,376Increase
      (Decrease) in Credit Card Balances
                        
                        
                        (4,641
                        )
                        
                        
                        (14,304
                        )Increase
      (Decrease) in Income Taxes Payable
                        
                        
                        400
                        
                        
                        
                        (10,132
                        )Net
      Cash Provided (Used) by Operating Activities
                        
                        
                        21,518
                        
                        
                        
                        218,796CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Fixed Assets
                        
                        
                        (908
                        )
                        
                        
                        (28,041
                        )Net
      Cash Provided (Used) by Investing Activities
                        
                        
                        (908
                        )
                        
                        
                        (28,041
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of Common Stock
                        
                        
                        2,100
                        
                        
                        
                        2,100Collection
      of Stock Receivable
                        
                        
                        5,000
                        
                        
                        
                        -Proceeds
      from Line of Credit Borrowings, net of repayments
                        
                        
                        36,493
                        
                        
                        
                        -Vehicle
      Loan Proceeds, net of Principal Payments
                        
                        
                        (7,954
                        )
                        
                        
                        (10,115
                        )Increase
      (Decrease) in Note Payable to Shareholder
                        
                        
                        -
                        
                        
                        
                        152,000Dividends
                        
                        
                        -
                        
                        
                        
                        (230,000
                        )Net
      Cash Provided by (Used in) Financing Activities
                        
                        
                        35,639
                        
                        
                        
                        (86,015
                        )NET
      CASH INCREASE FOR THE PERIOD
                        
                        
                        56,249
                        
                        
                        
                        104,740Cash
      at Beginning of Period
                        
                        
                        114,900
                        
                        
                        
                        134,252CASH
      AT END OF PERIOD
                        
                        $
                        171,149
                        
                        
                        $
                        238,992SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:INTEREST
                        
                        $
                        19,662
                        
                        
                        $
                        20,523TAXES
                        
                        $
                        -
                        
                        
                        $
                        34,132
 
 The
accompanying unaudited notes are an integral part of these unaudited financial
statements.
  F-4
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Organization–Vinyl Products, Inc. (“the
Company”) was 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.  The Company filed a registration statement on
Form 10 under the Securities Exchange Act of 1934, as amended, to register its
class of common stock on September 15, 2007 that was effective as of November
14, 2007.  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. (“TVFC”), a California corporation.
 
 On
November 20, 2008, the Company entered into a Share Exchange Agreement (the
“Exchange Agreement”) with The Vinyl Fence Company, Inc. (“TVFC”), a company
incorporated under the laws of the State of California.  Pursuant to
the terms of the Exchange Agreement, the Company acquired all of the
outstanding capital stock of TVFC from the TVFC shareholders in exchange for
22,100,000 shares of the Company’s common stock.  Because the
acquisition is 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 stock exchange transaction has been
accounted as a reverse acquisition and recapitalization of the Company whereby
TVFC 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 TVFC has been carried over in the
recapitalization, and earnings per share have been retroactively restated to
reflect the reverse acquisition.
 
 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.
 
 Business
Activity—The
Vinyl Fence Company, Inc. designs, fabricates and installs fencing, patio
covers, gates and railing made of co-extruded vinyl from its location in Santa
Ana, California.  The Company operates in one reportable segment, the
domestic vinyl products industry.
 
 Cash and Cash Equivalents— The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.  The
Company routinely has deposits at a financial institution that exceed federal
depository insurance
 coverage.  Management
believes that maintaining the deposits at a large reputable institution
mitigates risks associated with these excess deposits.
 
 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, the disclosure of contingent liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from these
estimates.
  F-5
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 Revenue Recognition —
Customer deposits are recorded as a current liability when
received.  Under California law, the customer has three days in which
to cancel the contract.  Revenues are recognized when the
installations of the products are complete.
 The
related cost of goods sold includes materials, installation labor, and
miscellaneous other costs.
 
 Comprehensive
Income–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 applicable to the Company during the periods covered in the
financial statements.
 
 Advertising and Marketing
Expense—The
Company expenses all advertising and marketing costs as
incurred.  Advertising and marketing expense was $81,137 in the six
months ended June 30, 2009, and $96,116 in the six months ended June 30,
2008.
 
 Fair Value of Financial
Instruments—The
carrying value of cash and cash equivalents, accounts receivables, accounts
payable and accrued expenses approximate their fair value based on the
short-term nature of these accounts.  Long-term debt obligations bear
fixed interest rates, and their fair value was estimated using a discounted cash
flow analysis
 based on
the Company’s current incremental borrowing rate for similar types of borrowing
arrangements.  The estimated fair value of the Company’s long-term
debt obligations approximates the fair value at June 30, 2009 and
2008.
 
 Accounts
Receivable—The
Company sells to individual homeowners and homeowner
associations.  Accounts receivable are minimized by requiring a down
payment at the time a sales agreement is signed, and the balance at completion
of installation.  Bad debt losses are recorded as
incurred.  Bad debt expense was $-0- in the six months ended June 30,
2009, and the six months ended June 30, 2008.  Accounts receivable
were $34,200 at June 30, 2009.
 
 Inventory—Inventory is stated at the
lower of average cost or market value.  Inventory consists of raw
materials (approximately 80%) and fabricated materials awaiting installation
(approximately 20%).  Under the terms of its agreement with its vinyl
supplier, the Company receives substantial discounts to product
prices.
 
 Impairment of Long-Lived
Assets– Using
the guidance of Statement of Financial Accounting Standards (SFAS) No. 144,
“Accounting for the Impairment
or Disposal of Long-Lived Assets”, the Company reviews the carrying value
of property, plant, and equipment for impairment whenever events and
circumstances indicate that the carrying value of an asset may not be
recoverable from the estimated future cash flows expected to result from its use
and eventual disposition. In cases where undiscounted expected future cash flows
are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors
considered by management in performing this assessment include current operating
results, trends and prospects, the manner in which the property is used, and the
effects of obsolescence, demand, competition, and other economic
factors.
  F-6
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 Property and
Equipment —Property and equipment are carried at cost, net of accumulated
depreciation.  Depreciation is computed using the straight-line method
over the following estimated useful lives:
 
 Vehicles
                    2 – 7 yearsFurniture
      and Fixtures
                    7 – 15 yearsMachinery
      and Equipment
                    5 – 15 yearsOffice
      and Computer Equipment
                    3 – 20 yearsSigns
                    7 years
 
 Leasehold
improvements are classified as property and equipment and are amortized using
the straight-line method over 15 years and 39 years.  When assets are
retired or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in
operations for the period.  The cost of maintenance and repairs is
charged to operations as incurred.  Significant renewals and
betterments are capitalized.  Depreciation expense was $25,200 in the
six months ended June 30, 2009 and $22,928 in the six months ended June 30,
2008.
 
 Recent Accounting
Pronouncements – In February 2007, the FASB issued Statement of Financial
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 fair 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 at fair
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, and
is 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 17, 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 the standard is not
expected to have a material effect on the Company’s results of operations or its
financial position.
 
 In
December 2007, the FASB issued SFAS No. 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 considerations, contingencies, acquisition costs,
IPR&D and restructuring costs.    In additions, 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 financial
statements.
  F-7
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 In
December 2007, the FASB issued SFAS No. 160, “Non Controlling Interests in
Financial Statements, an amendment of ARB No. 51”.  SFAS 160 will
change the accounting and reporting of minority interests, which will be
re-characterized as non-controlling 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 financial
statements.
 
 NOTE B – SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the six months ended June 30, 2009 and
2008 are summarized as follows:
 
 Cash paid
for interest and income taxes during the six months ended June 30:
 
 2009
                    
                    
                    2008Interest
                    
                    $
                    19,662
                    
                    
                    $
                    20,523Income
      Taxes
                    
                    $
                    -0-
                    
                    
                    $
                    34,132
 
 NOTE C –
COMMITMENTS/LEASES
 
 The
Company leases its 10,000 square foot facility under a non-cancellable lease
arrangement that expires on March 31, 2011, with an option to renew for an
additional two-year
period.  The lease is guaranteed by one of the Company’s
shareholders.  Future minimum
payments under the current operating lease are $52,140 in 2009, $106,629 in
2010, and $26,833 in 2011.
 
 The
Company has an available $100,000 line of credit which it opened in January
2006.  Borrowings under the line of credit were paid off in
2007.  The interest rate is prime plus 3 percentage
points.  In 2009, the Company drew down $52,000 under its line of
credit; the balance owed as of June 30, 2009 was $36,493.
 
 NOTE D — LONG-TERM DEBT
OBLIGATIONS
 
 The
Company acquired four vehicles under installment sales contracts with interest
rates varying from 4.9% to 6.9%.  Future payments under these
agreements are as follows:
 
 2009
                    
                    $
                    8,2092010
                    
                    $
                    17,0522011
                    
                    $
                    12,0382012
                    
                    $
                    3,571
  F-8
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE E – INCOME
TAXES
 
 Prior to
2008, the Company had elected to be taxed as a Subchapter S corporation, and as
such the net income of the Company was passed through to the Company’s two
shareholders.  The Company is now a Subchapter C corporation and is
subject to Federal and State income taxes.
 
 Income
tax expense for the six months ended June 30, 2009 and June 30, 2008 is as
follows:
 2009
                    
                    
                    2008Federal
                    
                    $
                    -0-
                    
                    
                    $
                    18,000California
                    
                    $
                    400
                    
                    
                    $
                    6,000
 
 As of
December 31, 2008, the Company had a net operating loss carryforward for federal
tax purposes of $56,025 and a net operating loss carryforward for state tax
purposes of $42,209.
 
 NOTE F – NET INCOME PER
COMMON SHARE
 
 The
Company’s reconciliation of the numerators and denominators of the basic and
fully diluted income per share is as follows for the six months ended June 30,
2008 and 2009:
 
 For the Six Months Ended June 30, 2008Income
                      
                      
                      Shares
                      
                      
                      Per-Share(Numerator)
                      
                      
                      (Denominator)
                      
                      
                      AmountNet
      Income (Loss)
                      
                      $
                      16,989Basic
      EPSIncome
      available to Common shareholders
                      
                      $
                      16,989
                      
                      
                      
                      22,802,112
                      (A)
                      
                      $
                      (.00
                      )Effect
      of Dilutive SecuritiesStock
      Options
                      
                      
                      
                      
                      
                      
                      -0-Diluted
      EPSIncome
      available to Common shareholders
                      
                      $
                      16,989
                      
                      
                      
                      22,802,112
                      
                      
                      $
                      (.00
                      )
 
 For the Six Months Ended June 30, 2009Income
                      
                      
                      Shares
                      
                      
                      Per-Share(Numerator)
                      
                      
                      (Denominator)
                      
                      
                      AmountNet
      Income (Loss)
                      
                      $
                      (161,187
                      )Basic
      EPSIncome
      available to Common shareholders
                      
                      $
                      (161,187
                      )
                      
                      
                      22,862,481
                      (A)
                      
                      $
                      (.00
                      )Effect
      of Dilutive SecuritiesStock
      Options - antidilutive
                      
                      
                      
                      
                      
                      
                      106,906Diluted
      EPSIncome
      available to Common shareholders
                      
                      $
                      (161,187
                      )
                      
                      
                      22,969,387
                      
                      
                      $
                      (.00
                      )
 (A) See
Note A
  F-9
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE G – EMPLOYEE STOCK
OPTION PLAN
 
 On
September 24, 2008, the Company granted stock options to employees to purchase
133,800 shares of common stock at $.50 a share.  Three employees
subsequently left the Company and their options for 600 shares were
terminated.  The options expire on September 23, 2009.  As
of June 30, 2009, options to purchase 4,200 shares had been
exercised.
 
 NOTE H – THEFT
LOSS
 
 In
connection with the preparation of unaudited financial statements for the
quarter ended September 30, 2008, management of TVFC became aware of accounting
irregularities that resulted in being unable account for approximately $200,000
of inventory that TVFC had purchased that was not the subject of corresponding
sales orders.  During the course of TVFC's preliminary investigation
of the matter, management discovered that certain employees were committing
fraud against the company by stealing inventory and reselling it pursuant to
fraudulent sales orders that were never submitted to the
company.  These employees were retaining the sale price of the
inventory and, in some cases, using company employees to fabricate and install
the products on company time using company vehicles.
 
 During
the last quarter of 2008, management believed that it had identified most if not
all of the perpetrators of the fraud, and some of the instances in which
inventory was stolen and the jobs to which the inventory was allocated. The
fraud extended not only to the loss of the inventory and man hours for the labor
associated with the jobs at which the inventory was applied, but also some
degree of lost income that
 
 TVFC
might have recognized if it had completed the jobs.  However, since
the sales prices for these fraudulent jobs were substantially below TVFC’s
normal sales prices, management believes that it would not have been able to
obtain many of these fraudulent sales as company sales.
 
 Management
has taken what it believes to be appropriate action to address the material
weaknesses in internal control over financial reporting, including terminating
three employees, making other personnel changes, and implementing improved
physical and documentary controls and procedures.  However, management
does not expect that its disclosure controls and procedures or internal control
over financial reporting will prevent all errors or all instances of fraud in
the future.  A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met.  Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  Inherent limitations in all control systems include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple errors or mistakes.  Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls.  The design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and any design may not succeed in achieving its
stated goals under all potential future conditions.
 
 On
December 5, 2008, one of the terminated employees referred to above filed a
complaint in Superior Court against the company and its principals, seeking
compensatory damages, attorneys' fees, punitive damages and equitable
relief.  On April 28, 2009, the Court granted Company counsel’s motion
to compel arbitration.  The parties are currently in the process of
selecting an arbiter.  The Company is advised by the insurance carrier
that all the claims made by the plaintiff are covered by an insurance policy
maintained for the benefit of the Company and its PEO and that any amount
awarded  the plaintiff, either by way of court decision, arbitration
or other settlement, are covered by such policy.  Accordingly, the
Company has no exposure or monetary damages that may be awarded the
plaintiff.
  F-10
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 NOTE I –
EQUITY
 
 Common
Shares
 
 The
Company is authorized to issue 100,000,000 shares of $.0001 par value common
stock, and as of June 30, 2009, the Company had 22,863,200 shares
outstanding.  During the six months ended June 30, 2009, the Company
employees exercised options for 4,200 shares for cash in the amount of $2,100
($.50 per share).
 
 Preferred
Shares
 
 The
Company is authorized to issue 10,000,000 shares of $.0001 par value preferred
stock.  The Company has never issues any preferred shares of preferred
stock.
 
 NOTE J – RECLASSIFICATION
AND RESTATEMENT
 
 (A)
              RECLASSIFICATION:  In
      prior years, the Company had included as a component of Interest
      Expense credit card fees charged by credit card companies to our
      Company for accepting payments from our customers by credit card, and
      financing discounts representing the amount we receive from companies that
      finance a customer's purchase of our products, which is less than the
      amount of our invoice to the customer.  The Company subsequently
      concluded that these two items were more appropriately classified as
      selling, general and administrative expenses.  Accordingly, the
      2009 and 2008 audited Statements of Operations have been reclassified to
      include these items in Selling, General and Administrative
      Expenses.
 
 The
following line items in the Statements of Operation were affected:
 
 Three Months
                    Ended
                    June 30, 2009
                    As Originally
                    Reported
                  
                  
                  Three Months
                    Ended
                    June 30, 2009
                    As
                    Reclassified
                  
                  
                  Effect
                    of
                    Change
                  
                  
                  Three Months
                    Ended
                    June 30, 2008
                    As Originally
                    Reported
                  
                  
                  Three Months
                    Ended
                    June 30, 2008
                    As
                    Reclassified
                  
                  
                  Effect
                    of
                    ChangeSelling,
      General and Administrative
                  
                  
                  79,253
                  
                  
                  
                  89,033
                  
                  
                  
                  9,780
                  
                  
                  
                  98,677
                  
                  
                  
                  108,365
                  
                  
                  
                  9,688Total
      Expenses
                  
                  
                  470,403
                  
                  
                  
                  480,183
                  
                  
                  
                  9,780
                  
                  
                  
                  437,195
                  
                  
                  
                  446,883
                  
                  
                  
                  9,688Net
      Operating Income
                  
                  
                  (40,416
                  )
                  
                  
                  (50,196
                  )
                  
                  
                  9,780
                  
                  
                  
                  161,277
                  
                  
                  
                  151,589
                  
                  
                  
                  9,688Interest
      Expense
                  
                  
                  (11,451
                  )
                  
                  
                  (1,671
                  )
                  
                  
                  9,780
                  
                  
                  
                  (14,092
                  )
                  
                  
                  (4,404
                  )
                  
                  
                  9,688Net
      Other Income (Expense)
                  
                  
                  (11,359
                  )
                  
                  
                  (1,579
                  )
                  
                  
                  9,780
                  
                  
                  
                  (10,430
                  )
                  
                  
                  (742
                  )
                  
                  
                  9,688
  F-11
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 Six Months
                    Ended
                    June 30, 2009
                    As Originally
                    Reported
                  
                  
                  Six Months
                    Ended
                    June 30, 2009
                    As
                    Reclassified
                  
                  
                  Effect
                    of
                    Change
                  
                  
                  Six Months
                    Ended June
                    30, 2008 As
                    Originally
                    Reported
                  
                  
                  Six Months
                    Ended June
                    30, 2008
                    As
                    Reclassified
                  
                  
                  Effect
                    of
                    ChangeSelling,
      General and Administrative
                  
                  
                  164,904
                  
                  
                  
                  181,614
                  
                  
                  
                  16,710
                  
                  
                  
                  193,599
                  
                  
                  
                  208,764
                  
                  
                  
                  15,165Total
      Expenses
                  
                  
                  952,881
                  
                  
                  
                  969,591
                  
                  
                  
                  16,710
                  
                  
                  
                  938,226
                  
                  
                  
                  953,391
                  
                  
                  
                  15,165Net
      Operating Income
                  
                  
                  (141,474
                  )
                  
                  
                  (158,184
                  )
                  
                  
                  16,710
                  
                  
                  
                  56,267
                  
                  
                  
                  41,102
                  
                  
                  
                  15,165Interest
      Expense
                  
                  
                  (19,662
                  )
                  
                  
                  (2,952
                  )
                  
                  
                  16,710
                  
                  
                  
                  (20,523
                  )
                  
                  
                  (5,358
                  )
                  
                  
                  15,165Net
      Other Income (Expense)
                  
                  
                  (19,313
                  )
                  
                  
                  (2,603
                  )
                  
                  
                  16,710
                  
                  
                  
                  (15,278
                  )
                  
                  
                  (113
                  )
                  
                  
                  15,165
 
 (B)
              RESTATEMENT:
      Income Taxes for 2008 were previously reported as $50,000; the correct
      amount was $80,000.  Accordingly, the 2008 financial statements
      have been restated to reflect the correction of this
  error.
 
 The
following line items in the June 30, 2009, and December 31, 2008 Balance Sheets
were affected:
 
 As Originally
                        Reported
                      
                      
                      As Restated
                      
                      
                      Effect
                        of ChangeJune
      30, 2009 Balance Sheet:Prepaid
      Expenses
                      
                      
                      63,860
                      
                      
                      
                      55,060
                      
                      
                      
                      (8,800
                      )Total
      Current Assets
                      
                      
                      417,556
                      
                      
                      
                      408,756
                      
                      
                      
                      (8,800
                      )Total
      Assets
                      
                      
                      683,125
                      
                      
                      
                      674,325
                      
                      
                      
                      (8,800
                      )Income
      Taxes Payable
                      
                      
                      400
                      
                      
                      
                      21,600
                      
                      
                      
                      21,200Total
      Current Liabilities
                      
                      
                      612,273
                      
                      
                      
                      633,473
                      
                      
                      
                      21,200Total
      Liabilities
                      
                      
                      636,443
                      
                      
                      
                      657,643
                      
                      
                      
                      21,200Retained
      Earnings
                      
                      
                      (48,518
                      )
                      
                      
                      (78,518
                      )
                      
                      
                      (30,000
                      )Total
      Shareholders’ Equity
                      
                      
                      46,682
                      
                      
                      
                      16,682
                      
                      
                      
                      (30,000
                      )Total
      Liabilities and Shareholders’ Equity
                      
                      
                      683,125
                      
                      
                      
                      674,325
                      
                      
                      
                      (8,800
                      )December
      31, 2008 Balance Sheet:Prepaid
      Expenses
                      
                      
                      47,451
                      
                      
                      
                      38,651
                      
                      
                      
                      (8,800
                      )Total
      Current Assets
                      
                      
                      381,792
                      
                      
                      
                      372,992
                      
                      
                      
                      (8,800
                      )Total
      Assets
                      
                      
                      671,653
                      
                      
                      
                      662,853
                      
                      
                      
                      (8,800
                      )Income
      Taxes Payable
                      
                      
                      0
                      
                      
                      
                      21,200
                      
                      
                      
                      21,200Total
      Current Liabilities
                      
                      
                      435,705
                      
                      
                      
                      456,905
                      
                      
                      
                      21,200Total
      Liabilities
                      
                      
                      465,883
                      
                      
                      
                      487,083
                      
                      
                      
                      21,200Retained
      Earnings
                      
                      
                      112,670
                      
                      
                      
                      82,670
                      
                      
                      
                      (30,000
                      )Total
      Shareholders’ Equity
                      
                      
                      205,770
                      
                      
                      
                      175,770
                      
                      
                      
                      (30,000
                      )Total
      Liabilities and Shareholders’ Equity
                      
                      
                      671,653
                      
                      
                      
                      662,853
                      
                      
                      
                      (8,800
                      )
  F-12
  VINYL
PRODUCTS, INC.
 Notes
to Unaudited Consolidated Financial Statements
 For
the Six Months Ended June 30, 2009
 (Reclassified
and Restated – Note J)
 
 The
following line items in the Statement of Operations for the three months and six
months ended June 30, 2008 were affected:
 
 As Originally
                    Reported
                  
                  
                  As Restated
                  
                  
                  Effect
                    of Change3
      Months Ended June 30, 2008:Income
      Taxes
                  
                  
                  (27,500
                  )
                  
                  
                  (23,800
                  )
                  
                  
                  3,700Net
      Income
                  
                  
                  123,347
                  
                  
                  
                  127,047
                  
                  
                  
                  3,7006
      Months Ended June 30, 2008:Income
      Taxes
                  
                  
                  (27,700
                  )
                  
                  
                  (24,000
                  )
                  
                  
                  3,700Net
      Income
                  
                  
                  13,289
                  
                  
                  
                  16,989
                  
                  
                  
                  3,700
 
 The
following table demonstrates the changes in certain line items in the
Consolidated Statements of Cash Flows for the six months ended June 30, 2008,
that were affected by the restatement and the amount of the change in the
period:
 
 As Originally
                    Reported
                  
                  
                  As Restated
                  
                  
                  Effect
                    of Change6
      Months Ended June 30, 2008:Net
      Income
                  
                  
                  13,289
                  
                  
                  
                  16,989
                  
                  
                  
                  3,700Increase
      (Decrease) In Income Taxes Payable
                  
                  
                  (6,432
                  )
                  
                  
                  (10,132
                  )
                  
                  
                  (3,700
                  )
  F-13




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





You
should read the following discussion and analysis of financial condition and
results of operations, together with our consolidated financial statements and
related notes thereto appearing elsewhere in this report.  In addition
to historical financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates, and
beliefs.  Our actual results could differ materially from those
discussed in the forward-looking statements.  Factors that could cause
or contribute to these differences include those discussed below and elsewhere
in this report, particularly in the section entitled “Risk
Factors.”




Restatement





The
following discussion and analysis of our financial condition and results of
operations includes the effects of the restated and reclassified amounts as
disclosed herein under the heading "Restatement and Reclassification" and in
"Note J" to our audited consolidated financial statements for the years ended
December 31, 2008 and 2007, titled "Restatement and Reclassification," which are
included in Part II, Item 8 of the Form 10-K/A we filed with the SEC on November
13, 2009. For this reason, the data set forth in this section may not be
comparable to discussions and data in our previously filed in other reports or
filings we have made with the SEC.





General





We market
and install a wide variety of attractive, durable, low-maintenance vinyl
products, including fencing, patio covers, decking, railing and trim categories
from our retail location in Santa Ana, California.  Our products are
used largely in renovation and remodeling by our customers who include
homeowners and homeowner associations.





We
differentiate our Company from others in the industry on the basis of the manner
in which we market and sell our products and the level of service we offer our
customers.  Given that the purchase of our products represents a
substantial investment in a customer's home, typically their most significant
capital asset, we seek to connect with home owners' intrinsic desire to take the
time to make an informed, value-driven purchasing
decision.  Throughout the sales process, we invest the time and effort
to develop a relationship with a prospect, as opposed to home centers,
specialized retail distributors and independent contractors that typically
employ a hard-sell pitch and seek to make a sale only when a consumer is
prepared to make a purchase.





Our
marketing efforts are designed to capture information about prospective
purchasers of exterior vinyl products early in the buying cycle.  We
maintain contact with them over the course of the decision-making process to
educate and consult with them about vinyl products generally, the purchasing and
installation process and the ownership experience.  We seek to
demonstrate to prospects that purchasing from us represents the best value for
their money in that we provide a worry-free ownership experience that we believe
is not available from other independent retailers, contractors or the national
home improvement chains.





Our business is subject to numerous
substantial risks, including, among others, that we purchase all of our vinyl
products from a single source; our future growth is dependent upon the success
of our planned franchise program and there are numerous risks associated with
such program; the availability of disposable income to homeowners; the
availability of consumer credit; the availability of credit to prospective
purchasers of our franchises; the seasonality of our business, which ebbs prior
to the year-end holidays and during the first quarter of each calendar year,
corresponding to the rainy season in California, and general economic
conditions.  These risks and other important factors relating to our
current and proposed business are detailed in our Annual Report on Form 10-K for
the year ended December 31, 2008 that we filed with the Securities and Exchange
Commission on March 31, 2009 (the "2008 10-K").





Summary
Financial Report





Sales for
the second quarter of 2009 were $1,079,000, a decrease of 21% compared to sales
of $1,360.000 during the second quarter of 2008.  Sales for the first
two quarters of 2009 were $1,723,000. A decrease of 25% compared to sales of
$2,291,000 during the first two quarters of 2008.  We believe that
national economic conditions affected our financial and operating results during
the last quarter.  Over the last year, consumer confidence has been
down, consumer financing has been difficult to obtain, home equity values have
deteriorated, the amount available for home equity loan withdrawals has declined
and it has been our experience that many homeowners have elected not to use
their disposable income to undertake home renovation
projects.  Accordingly, orders for our products were down and sales,
income and profits declined commensurately.  In response, we laid-off
one of our installer crews and reduced certain selling, general and
administrative expenses.


5





Notwithstanding
our lackluster financial performance for each of the first two quarters as
compared to the corresponding 2008 periods, we believe that the accounting
controls and procedures we implemented during the fourth quarter of 2008 have
remediated the material weaknesses in our internal controls over financial
reporting that we discovered in the third quarter of 2008, as reported in the
2008 10-K.  We base our conclusion on the significant increase in
gross profit as a percentage of revenue in the first two quarters of 2009 over
the prior four quarters, which we have determined demonstrates that we are
recognizing revenue on all the raw materials we purchase.  We continue
to fine-tune our disclosure controls as we gain greater fluency with the nuances
of our public company obligations and our personnel develop the skills and
expertise with respect to financial reporting under federal securities laws. As
described below under Item 4(T). Controls and Procedures, we did not made any
material changes to our internal control over financial reporting during the six
months ended June 30, 2009.





Business
Strategy





The
retail outdoor vinyl products is dominated by (i) manufacturers of fencing
products, including all of the product material groups, numbering in the
hundreds, (ii) distributors, including lumber yards and home centers that carry
wood and vinyl fencing and (iii) independent sellers, contractors and installers
of all sizes, such as our company.  Manufacturers sell their products
to all segments of the downstream supply chain.  Home centers and
lumber yards generally sell products to contractors and
homeowners.  Typically, homebuilders and home centers subcontract the
installation of fencing to contractors.  Most product-specific
retailer and general contractors install or arrange for installation of
products.





In the
retail space in which we operate, retailers that sell and install only fence,
decks and related products and in which marketing and sales are directed to
retail consumers, the market is typified by numerous small companies that seek
to gain market share only in their limited geographic operating
areas.  It is our experience that these entities typically employ
rudimentary marketing and advertising programs and tend to be concerned with
immediate product sales rather than building a business.  We are not
aware of any participant in the exterior vinyl products industry that operates
on a national basis and believe that a significant opportunity exists for us to
develop a national franchise to establish our products and company as a unique
brand.





We
believe that our business model can be replicated throughout the country and
that the fundamental elements of our proprietary sales and marketing techniques,
which we believe are sophisticated when compared to our direct competitors, can
be conveyed effectively through written materials and training to motivated
entrepreneurs.  We will seek to leverage our business model by
initiating a franchise organization and establishing our Company and brand as
the first national vinyl products retail chain.  We recently engaged a
franchise consultant to assist with the development of the
program.  We are only beginning to establish the parameters of our
organization, but we believe that we can complete the document preparation
process and develop a general program design over the next two to three
months.  Thereafter, we will file documents to register our
organization in the States of California and Washington.  We hope to
be able to offer franchises to the public in early 2010.





Critical
Accounting Policies and Estimates




Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Management makes these estimates using the best
information available at the time the estimates are made; however actual results
could differ materially from those estimates (See Note A in the Notes to
Financial Statements).


6




Revenue
recognition





We record
customer deposits on sales as a current liability when received, and we
recognize revenues (i.e., income) when installations of the products are
complete.





Accounts
Receivable





We
require a down payment at the time a sales agreement is signed and the balance
at completion of installation, which minimizes our accounts
receivable.  Bad debt losses have been minimal (less than .3% of
revenue since inception of the Company), and we record them as they are
incurred.





Inventory





Inventory
is stated at the lower of average cost or market value.  Inventory
consists of raw materials (approximately 80%) and fabricated materials awaiting
installation (approximately 20%).





Reclassification
and Restatement





On
November 10, 2009, our board of directors, upon the identification by and
recommendation of management, concluded that the previously issued financial
statements contained in our Annual Report on Form 10-K ("2008 Annual Report")
for the year ended December 31, 2008, and our quarterly reports on Form
10-Q for the quarters ended March 31, 2009 and June 30, 2009 should no
longer be relied upon because of errors in those financial statements, and that
we would amend and restate these consolidated financial statements to make the
necessary accounting corrections.  The board also concluded that
certain financial information included in the financial statements filed with
those reports should be reclassified





Set forth below is a discussion of the
reasons for the restatement and the reclassification and a presentation of the
specific financial information that was amended and restated as a result
thereof.





Reclassification:  In
prior years, we had included as a component of Interest Expense, a line item in
the statement of operations portion of our consolidated financial statements,
the amount of credit card fees charged by credit card companies to our Company
for accepting payments from our customers by credit card, and the amount of
financing discounts, which represents the amount we receive from companies that
finance a customer’s purchase of our products, which is less than the amount of
our invoice to the customer (the difference being the financing
discount).  By letter dated April 22, 2009, the staff of the SEC
provided us with comments to a filing we made in which it alerted us to the fact
that we may not have classified these two items correctly in accordance with
generally accepted accounting principles in the Consolidated Statement of
Operations we filed as part of the financial statements included in that
filing.  In response to these comments, the board of directors, upon
the recommendation of management, concluded that credit card fees and financing
discounts were more appropriately classified as selling, general and
administrative expenses.





The
reclassification of the audited consolidated financial statements for the years
ended December 31, 2007 and 2008 to include credit card fees and financing
discounts as selling, general and administrative expenses affected individual
components of the Company’s Consolidated Statements of Operations for each of
the years in the two-year period ended December 31, 2008.  This
reclassification did not result in any change to our reported Consolidated
Balance Sheets as of December 31, 2008 and 2007 or the Consolidated Statements
of Cash Flows for either of the years in the two-year period ended December 31,
2008 and had no effect on the reported consolidated net income or net earnings
per share for either period (thought it did affect net operating income and net
other income in each of 2007 and 2008 periods).  The reclassification
affected components of our Consolidated Statements of Operations for the period
ended June 30, 2009.  The reclassification did not result in any change to
our reported Consolidated Balance Sheets as of June 30, 2009 or the Consolidated
Statements of Cash Flows for the three months and six months then ended and had
no effect on the reported consolidated net income or net earnings per share for
the period (though it did affect net operating income and net other income in
each of 2007 and 2008 periods).  The Company has added a
reclassification footnote as Note J to the financial statements filed herewith,
titled "Reclassification and Restatement."


7





The
following tables demonstrate the changes in certain line items in the Statements
of Operations for the three and six months ended June 30, 2009 and the year
ended December 31, 2008 that were affected by the reclassification and the
amount of the change in each such year:





Three
months ended June 30, 2009:





Three Months
                  Ended
                  June 30, 2009
                  As Originally
                  Reported
                
                
                Three Months
                  Ended
                  June 30, 2009
                  As
                  Reclassified
                
                
                Effect
                  of
                  Change
                
                
                Three Months
                  Ended
                  June 30, 2008
                  As Originally
                  Reported
                
                
                Three Months
                  Ended
                  June 30, 2008
                  As
                  Reclassified
                
                
                Effect
                  of
                  ChangeSelling,
      General and Administrative
                
                
                79,251
                
                
                
                89,033
                
                
                
                9,780
                
                
                
                98,677
                
                
                
                108,365
                
                
                
                9,688Total
      Expenses
                
                
                470,403
                
                
                
                480,183
                
                
                
                9,780
                
                
                
                437,195
                
                
                
                446,883
                
                
                
                9,688Net
      Operating Income
                
                
                (40,416
                )
                
                
                (50,196
                )
                
                
                9,780
                
                
                
                161,277
                
                
                
                151,589
                
                
                
                9,688Interest
      Expense
                
                
                (11,451
                )
                
                
                (1,671
                )
                
                
                9,780
                
                
                
                (14,092
                )
                
                
                (4,404
                )
                
                
                9,688Net
      Other Income (Expense)
                
                
                (11,359
                )
                
                
                (1,579
                )
                
                
                9,780
                
                
                
                (10,430
                )
                
                
                (742
                )
                
                
                9,688





Six
Months Ended June 30, 2009:





Six Months
                  Ended
                  June 30, 2009
                  As Originally
                  Reported
                
                
                Six Months
                  Ended June
                  30, 2009
                  As
                  Reclassified
                
                
                Effect
                  of
                  Change
                
                
                Six Months
                  Ended
                  June 30, 2008
                  As Originally
                  Reported
                
                
                Six Months
                  Ended
                  June 30, 2008
                  As
                  Reclassified
                
                
                Effect
                  of
                  ChangeSelling,
      General and Administrative
                
                
                164,904
                
                
                
                181,614
                
                
                
                16,710
                
                
                
                193,599
                
                
                
                208,764
                
                
                
                15,165Total
      Expenses
                
                
                952,881
                
                
                
                969,591
                
                
                
                16,710
                
                
                
                938,226
                
                
                
                953,391
                
                
                
                15,165Net
      Operating Income
                
                
                (141,474
                )
                
                
                (158,184
                )
                
                
                16,710
                
                
                
                56,267
                
                
                
                41,102
                
                
                
                15,165Interest
      Expense
                
                
                (19,662
                )
                
                
                (2,952
                )
                
                
                16,710
                
                
                
                (20,523
                )
                
                
                (5,358
                )
                
                
                15,165Net
      Other Income (Expense)
                
                
                (19,313
                )
                
                
                (2,603
                )
                
                
                16,710
                
                
                
                (15,278
                )
                
                
                (2,490
                )
                
                
                15,165





Restatement: In
February 2009, we calculated our federal and state corporate income taxes for
the year ended December 31, 2008 in reliance on advice from our professional tax
preparer that we could compute the taxes due on a consolidated basis after
giving effect to the acquisition of The Vinyl Fence Company, Inc. ("TVFC"),
which became our wholly owned subsidiary in November 2008.  The
Original 2007/2008 Financial Statements included the amount of the federal and
state taxes on a consolidated basis, which we reported as aggregating
approximately $50,000.  In March 2009, we filed for extensions of the
time in which to pay the taxes with the Internal Revenue Service and the
California Franchise Tax Board to defer payment of the taxes until September
2009.  In the course of finalizing our tax returns, which we were
required to file by September 15, 2009, we were advised by our tax preparer that
we could not file the returns of the parent (us) and our subsidiary, TVFC, on a
consolidated basis because we did not file the appropriate notification forms in
connection with our acquisition of TVFC and change in fiscal year end of our
Company.  As a result, we were required to file individual returns for
each entity.  The prohibition against preparing tax returns that
consolidated the operations of our Company and TVFC results in higher federal
and states corporate income taxes owed, the total amount of which is
approximately $80,000, representing a $30,000 difference between the amount of
the taxes we originally calculated and reported and the amount we actually
owed.  The additional amount of federal and state corporate income
taxes to be paid is material to our financial statements.


8





The
restatement of the audited consolidated financial statements for the years ended
December 31, 2007 and 2008 to report the accurate amount of federal and state
corporate income taxes owed affected individual components of our Consolidated
Balance Sheets as of December 31, 2008 and on our Consolidated Statement of
Operations, Consolidated Statement of Shareholders’ Equity, and Consolidated
Statement of Cash Flows for the year ended December 31, 2008.  The
restatement had no effect on reported earnings per share for that
period.  The audited consolidated financial statements for the 2007
fiscal year will not be affected in any way.  For the period ended
June 30, 2009, the restatement affected individual components of the Company's
unaudited Consolidated Balance Sheet, Consolidated Statement of Operations, and
Consolidated Statement of Cash Flows.  The restatement had no effect on
earnings per share for the period ended June 30, 2009.  The Company
has added a restatement footnote as "Note J" to the financial statements filed
herewith, titled "Reclassification and Restatement."





The
following table demonstrates the changes in certain line items in the
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 that were
affected by the reclassification and the amount of the change in each
period:





As Originally
                    Reported
                  
                  
                  As Restated
                  
                  
                  Effect
                    of ChangeJune
      30, 2009 Balance Sheet:Prepaid
      Expenses
                  
                  
                  63,860
                  
                  
                  
                  55,060
                  
                  
                  
                  (8,800
                  )Total
      Current Assets
                  
                  
                  417,556
                  
                  
                  
                  408,756
                  
                  
                  
                  (8,800
                  )Total
      Assets
                  
                  
                  683,125
                  
                  
                  
                  674,325
                  
                  
                  
                  (8,800
                  )Income
      Taxes Payable
                  
                  
                  400
                  
                  
                  
                  21,600
                  
                  
                  
                  21,200Total
      Current Liabilities
                  
                  
                  612,273
                  
                  
                  
                  632,973
                  
                  
                  
                  21,200Total
      Liabilities
                  
                  
                  636,443
                  
                  
                  
                  657,643
                  
                  
                  
                  21,200Retained
      Earnings
                  
                  
                  (48,518
                  )
                  
                  
                  (78,518
                  )
                  
                  
                  (30,000
                  )Total
      Shareholders’ Equity
                  
                  
                  46,682
                  
                  
                  
                  16,682
                  
                  
                  
                  (30,000
                  )Total
      Liabilities and Shareholders’ Equity
                  
                  
                  683,125
                  
                  
                  
                  674,325
                  
                  
                  
                  (8,800
                  )December
      31, 2008 Balance Sheet:Prepaid
      Expenses
                  
                  
                  47,451
                  
                  
                  
                  38,651
                  
                  
                  
                  (8,800
                  )Total
      Current Assets
                  
                  
                  381,792
                  
                  
                  
                  372,992
                  
                  
                  
                  (8,800
                  )Total
      Assets
                  
                  
                  671,653
                  
                  
                  
                  662,853
                  
                  
                  
                  (8,800
                  )Income
      Taxes Payable
                  
                  
                  0
                  
                  
                  
                  21,200
                  
                  
                  
                  21,200Total
      Current Liabilities
                  
                  
                  435,705
                  
                  
                  
                  456,905
                  
                  
                  
                  21,200Total
      Liabilities
                  
                  
                  465,883
                  
                  
                  
                  487,083
                  
                  
                  
                  21,200Retained
      Earnings
                  
                  
                  112,670
                  
                  
                  
                  82,670
                  
                  
                  
                  (30,000
                  )Total
      Shareholders’ Equity
                  
                  
                  205,770
                  
                  
                  
                  175,853
                  
                  
                  
                  (30,000
                  )Total
      Liabilities and Shareholders’ Equity
                  
                  
                  671,653
                  
                  
                  
                  662,853
                  
                  
                  
                  (8,800
                  )





The
following table demonstrates the changes in certain line items in the
Consolidated Statements of Operations for the three and six months ended June
30, 2008 that were affected by the restatement and the amount of the change in
each period:





As Originally
                    Reported
                  
                  
                  As Restated
                  
                  
                  Effect
                    of Change3
      Months Ended June 30, 2008:Income
      Taxes
                  
                  
                  (27,500
                  )
                  
                  
                  (23,800
                  )
                  
                  
                  3,700Net
      Income
                  
                  
                  123,347
                  
                  
                  
                  127,047
                  
                  
                  
                  3,7006
      Months Ended June 30, 2008:Income
      Taxes
                  
                  
                  (27,700
                  )
                  
                  
                  (24,000
                  )
                  
                  
                  3,700Net
      Income
                  
                  
                  13,289
                  
                  
                  
                  16,989
                  
                  
                  
                  3,700




9




The
following table demonstrates the changes in certain line items in the
Consolidated Statements of Cash Flows for the six months ended June 30, 2008,
that were affected by the restatement and the amount of the change in the
period:





As Originally
                    Reported
                  
                  
                  As Restated
                  
                  
                  Effect
                    of Change6
      Months Ended June 30, 2008:Net
      Income
                  
                  
                  13,289
                  
                  
                  
                  16,989
                  
                  
                  
                  3,700Increase
      (Decrease) In Income Taxes Payable
                  
                  
                  (6,432
                  )
                  
                  
                  (10,132
                  )
                  
                  
                  (3,700
                  )





Results
of Operations





Comparison of the Three
Months Ended June 30, 2009 and 2008





Income:   Income
for the second quarter covered by this report was $800,403, a decrease of 33%
compared to sales of $1,189,776 during the second quarter of 2008.  We
believe that such decrease is directly correlated to the general weakness in the
national economy, the fact that homeowners either do not have the disposable
income to allocate to home renovation projects or have elected not to spend
their disposable income on fence or decking projects at this time, and tight
consumer credit conditions.





Cost of Goods Sold:
During 2008 and 2009, the contract with our vinyl supplier provided for
significant discounts on raw materials we purchased upon achieving certain
specified purchase quotas, which we met.  We benefitted materially
from the discount for the 2008 and 2009 fiscal years.  Our cost of
goods sold for all periods reported in this Quarterly Report on Form 10-Q is net
of the discount we receive on the cost of raw materials. (In 2009, the supplier
eliminated the specified purchase quotas.)





Gross
Profit:  Gross profit decreased from $598,472 for the 2008
period to $429,987 for the 2009 period, a decrease of 28%; however, the gross
profit percentage increased from 50.3% in 2008 to 53.7% in 2009.  We
attribute the increase in the gross profit percentage directly to the various
personnel adjustments we made when we learned that certain employees had been
defrauding the Company by stealing materials and reselling and installing them
for their own benefit.  These adjustments included terminating the
employees involved, re-defining the roles of our staff responsible for
fabrication and installation, improving control procedures, restructuring our
work force and increasing the involvement of our accounting manager in inventory
control.  These issues and our reaction and remediation efforts are
more fully described in our annual report on Form 10-K for the year ended
December 31, 2008.





Expenses:





Advertising
and marketing expense during the second quarter of 2009 was $46,397, a decrease
of $11,532, or 20%, from the second quarter of 2008 in which we expended
$57,929.  The decrease represents modifications to our advertising and
marketing programs resulting from our ongoing effort to identify and adjust the
proper mix of advertising media to maximize the effectiveness of the advertising
media we select and the return on advertising investment.





Selling,
general and administrative expenses decreased from $108,365 during the second
quarter of 2008 to $89,033, or 18%, during the second quarter of
2009.  The decrease was due primarily to decreases in travel, meals
and entertainment expenses.





Payroll
expenses increased from $195,558 to $267, 898, an increase of $72,340, or 37%,
due primarily to officer pay increases.





Professional
fees decreased from $58,961 during the 2008 period to $50,785 during the
corresponding 2009 period, or 14%.  The decrease was due primarily to
decreases in legal and auditing fees, offset by franchise consulting of
$9,500.


10





Income
taxes decreased from $27,500 in 2008 to $200 in 2009, due to the Company making
a profit in 2008 and recording a loss in 2009.





For the
three years ended June 30, 2009, inflation and changing prices have had little
impact on revenues and net income.  As our sole vinyl supplier has
increased prices, we have been able to increase our prices
correspondingly.





Comparison of the Six Months
Ended June 30, 2009 and 2008





Income:   Income
for the first two quarters covered by this report was $1,484,911, a decrease of
28% compared to sales of $2,071,455 during the first two quarters of
2008.





We
believe that such decrease is directly correlated to the general weakness in the
national economy, the fact that homeowners either do not have the disposable
income to allocate to home renovation projects or have elected not to spend
their disposable income on fence or decking projects at this time, and tight
consumer credit conditions.





Cost of Goods Sold:
During 2008 and 2009, the contract with our vinyl supplier provided for
significant discounts on raw materials we purchased upon achieving certain
specified purchase quotas, which we met.  We benefitted materially
from the discount for the 2008 and 2009 fiscal years.  Our cost of
goods sold for all periods reported in this Quarterly Report on Form 10-Q is net
of the discount we receive on the cost of raw materials. (In 2009, the supplier
eliminated the specified purchase quotas.)





Gross
Profit:  Gross profit decreased from $994,493 for the 2008
period to $811,407 for the 2009 period, a decrease of 18%; however, the gross
profit percentage increased from 48.0% in 2008 to 54.6% in 2009.  We
attribute the increase in the gross profit percentage directly to the various
personnel adjustments we made when we learned that certain employees had been
defrauding the Company by stealing materials and reselling and installing them
for their own benefit.  These adjustments included terminating the
employees involved, re-defining the roles of our staff responsible for
fabrication and installation, improving control procedures, restructuring our
work force and increasing the involvement of our accounting manager in inventory
control.  These issues and our reaction and remediation efforts are
more fully described in our annual report on Form 10-K for the year ended
December 31, 2008.





Expenses:





Advertising
and marketing expense during the first two quarters of 2009 was $81,137, a
decrease of $14,979, or 16%, from the first two quarters of 2008 in which we
expended $96,116.  The decrease represents modifications to our
advertising and marketing programs resulting from our ongoing effort to identify
and adjust the proper mix of advertising media to maximize the effectiveness of
the advertising media we select and the return on advertising
investment.





Selling,
general and administrative expenses decreased from $208,764 during the first two
quarters of 2008 to $181,614, or 13%, during the first two quarters of
2009.  The decrease was due primarily to decreases in travel, meals
and entertainment expenses.





Payroll
expenses increased from $509,759 to $520,046, an increase of $10,287, or 2%, due
primarily to employee pay increases.





Professional
fees increased from $87,102 during the 2008 period to $134,654 during the
corresponding 2009 period, or 55%.  The increase was due primarily to
increases in franchise consulting  of $9,500, legal fees of $26,000,
and auditing fees of $15,000, in the latter two cases for the professional
services rendered in connection with the share exchange we consummated in
November 2008 and the filings made with the SEC as a result
thereof.





Income
taxes decreased from $24,000 in 2008 to $400 in 2009, due to the Company making
a profit in 2008 and a loss in 2009.


11





For the
three years ended June 30, 2009, inflation and changes in prices have had little
impact on revenues and net income.  As our sole vinyl supplier has
increased prices, we have been able to increase our prices
correspondingly.





Cash
Flows





Three Months Ended June 30,
2009 and June 30, 2008





Cash
and Cash Equivalents





Our cash
and cash equivalents were $238,992 at June 30, 2008, and decreased to $171,149
by June 30, 2009, due primarily to a decrease in net income in
2009.





Net
cash provided by operating activities





Net cash
provided by operating activities was $80,216 for the three months ended June 30,
2009, compared to $251,731for the three months ended June 30,
2008.  The $171,515 decrease was primarily attributable to a decrease
in net income of $179,000.





Net
cash used in investing activities





Net cash
used in investing activities was $908 for the three months ended June 30, 2009,
compared to $26,245 for the three months ended June 30, 2008.  The
$25,377 decrease was due to the 2008 purchase of leasehold improvements and
equipment.




Net
cash used in financing activities





Net cash
used in financing activities was $18,783 for the three months ended June 30,
2009 compared to $114,829 for the three months ended June 30, 2008, an increase
of $96,046, due primarily to the payment of $110,000 of dividends in 2008,
offset by debt payments in 2009.





Six Months Ended June 30,
2009 and June 30, 2008





Cash
and Cash Equivalents





Our cash
and cash equivalents were $238,992 at June 30, 2008, and decreased to $171,149
by June 30, 2009, due primarily to a decrease in net income in
2009.





Net
cash provided by operating activities





Net cash
provided by operating activities was $21,518 for the six months ended June 30,
2009, compared to $218,796 for the six months ended June 30,
2008.  The $197,278 decrease was primarily attributable to a decrease
in net income of $179,000 and a decrease in customer deposits of
$32,000.





Net
cash used in investing activities





Net cash
used in investing activities was $$908 for the six months ended June 30, 2009,
compared to $28,041 for the six months ended June 30, 2008.  The
$27,133 decrease was due to the 2008 purchase of leasehold improvements and
equipment.




Net
cash provided by financing activities





Net cash
provided by financing activities was $35,639 for the six months ended June 30,
2009 compared to $86,015 net cash used in the six months ended June 30, 2008, an
increase of $121,654, due primarily to the payment of $230,000 of dividends in
2008, offset by an increase in note payable to shareholders of $152,000 in 2008
and net proceeds from line of credit borrowings of $36,000 in
2009..


12





Liquidity
and Capital Resources





Over the
next twelve months, we will commence building a franchise program.  As
described below, we expect that the cost to us to implement the first phase of
our franchise program, including the fees of our franchise consultant and
franchise license fees and costs for registration of our franchise organization
in the States of California and Washington, will not exceed $50,000, as more
fully described below.





We
recently engaged a franchise consultant to assist us with the development of the
program.  We are only beginning to establish the parameters of our
organization and we cannot estimate the costs associated with its deployment on
a national basis.  We are advised by our franchise consultant that the
costs to develop and implement the program and maintain the organization are
highly variable and are a function of numerous factors, such as the number of
jurisdictions in which franchisees are located and the specific jurisdictions
selected (which will bear on franchise registration fees to be paid); the
geographical location of our franchises (close in proximity to each other or
widely separated – which will bear on advertising and other costs); the extent
of the advertising efforts we may employ and the additional infrastructure we
may require to manage the organization.





We expect
to implement our franchise program in phases.  The first phase will
encompass the preparation, with the assistance and guidance of our franchise
consultant, of the preponderance of the documentation required to develop and
implement the program.  This includes documents mandated by the
government and internal organizational documentation.  We anticipate
that this approach will reduce the program's organizational costs
significantly.  In the second phase, we will apply to register to sell
franchises in the States of California and Washington, with the intent of
initially selling franchises in relatively close proximity to our principal
offices in Orange County, California.  We believe that we can more
competently and efficiently manage, support and oversee the development of
franchises closer to our home office.  We expect that the success of
our efforts in California and Washington will influence directly our decision as
to when to commence offering franchises in other
jurisdictions.  Success will be measured not only by the number of
franchises we sell and their performance but also by our ability to manage our
operations and provide the level of support necessary to ensure the success of
our franchisees.





We do not
currently expect to engage any additional internal personnel to manage the
process, and consideration as to future staffing requirements will be dictated
by the growth and requirements of the program.  We may seek to
outsource facets of the development and operation of the franchise program to
avoid the burdens of building infrastructure and to take advantage of the
expertise of industry professionals.  We may engage consultants to
assist with franchise organizational matters, such as legal counsel to assist
with preparation of franchise registration applications, and professionals who
engage in franchisee recruitment, to whom we may pay finders' fees, and
advertising.





We hope
that we will be in a position to offer franchises in California and Washington
in early 2010.





Once a
franchise program has been developed, we expect to allocate significant cash
resources to advertising (both to recruit franchisees and to fund advertising on
behalf of our franchisees), marketing staff, accounting staff and general and
administrative expenses, as well as the costs and expenses of any outsourced
operations.  We cannot currently estimate the costs associated with
these elements of the program, as they may vary significantly.  We
anticipate that these costs will be more than offset by franchise fees and
royalties we will earn from franchisees.  Future costs will be
contingent on the performance of the program, the speed with which we determine
to expand into additional jurisdictions into which we will offer franchises and
the size of the organization.





It is our
intention to fund the above described first two phases of our franchise
organization internally from capital generated from operating revenue from our
existing retail location and our line of credit (of which $74,000 is available
for use at August 13, 2009).  We will seek to develop a program and
organization within the constraints of our cash resources and take a
conservative approach, growing as conditions, return on investment and available
capital, among other factors, warrant.  In the event that we have
underestimated the costs associated with the development of our franchise
program, that we encounter unanticipated costs, delays or difficulties, or that
the recession deepens or extends significantly longer than financial experts
anticipate, we may be required to seek external funding.


13





In the
event we require capital for any purpose, we may seek to secure third-party
financing.  The nature of the financing, debt or equity, will be
dependent upon current market conditions and availability.  We cannot
be certain that such capital will be available to us on favorable or acceptable
terms, or at all.





Outlook





Demand
for our products can be linked to changes in the health of the economy in
general and the level of activity in home improvements.  These
activity levels, in turn, are affected by such factors as consumer confidence,
home equity values, home equity loan withdrawals, consumer spending habits,
reasonably attainable consumer credit, income, interest rates and
inflation.  These factors are all currently in poor positions, and
indications are that they will remain that way in the near-term.  We
believe that these factors have resulted in decreased home improvement spending,
which caused our sales and results of operations to decline for the quarter
ended June 30, 2009.  We cannot at this time state with any certainty
when significant improvements in market conditions may occur and we are managing
our business on that basis.





While we
expect that current business conditions will persist or improve only slightly
over the remainder of calendar year 2009, we continue to believe that our
business model is fundamentally sound.  We believe that the range of
quality products we offer combined with our marketing approach will continue to
attract customers and that we can return quickly to pre-recession sales levels
at our retail location as the economy rebounds.  We think that these
key elements of our business will be attractive factors to franchisees and leads
us to believe that our growth strategy, predicated on launching a national
franchise program in 2010, will fill a niche that can generate significant
growth over the longer term.





The
performance of our franchise program may depend, in part, on the availability of
credit to prospective franchisees.  Most franchises are acquired by
franchisees utilizing a combination of personal investment and third-party
financing.  In light of current adverse economic conditions marked by
tight credit, prospective franchisees may have difficulty obtaining the
financing required to purchase a franchise from us.  If credit is not
available to these prospects, franchise sales may be sluggish or we may not sell
any franchises, which would adversely affect our results of operations and
liquidity and impact our ability to expand the franchise program into additional
jurisdictions.





Until the
advent of more promising economic conditions, we will take a conservative
approach to our business generally and to the development of our franchise
program specifically.  We will be deliberate in the expansion of our
franchise organization, to avoid over-extending our financial resources, and we
will carefully plan when and how we penetrate new territories.  We are
hoping that the credit crisis will have eased by the time we are prepared to
launch our franchise program in 2010 and that credit will be more readily
available from private sources and from the government sector, such as through
the Small Business Investment Company (SBIC), or that the Small Business
Administration will be in a position to guarantee more loans to entrepreneurs,
which would facilitate the acquisition of loans by our prospects.





Quantitative
and Qualitative Disclosures About Market Risk





We do not
use derivative financial instruments in our investment portfolio and have no
foreign exchange contracts.  Our financial instruments consist of cash
and cash equivalents, trade accounts receivable and accounts
payable.





Recent
Accounting Pronouncements





In
February 2007, the FASB issued Statement of Financial 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 fair
value.


14





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, and is
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 17, 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 the standard is not
expected to have a material effect on the Company’s results of operations or its
financial position.





In
December 2007, the FASB issued SFAS No. 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 considerations, contingencies, acquisition costs,
IPR&D and restructuring costs.    In additions, 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 financial
statements.





In
December 2007, the FASB issued SFAS No. 160, “Non Controlling Interests in
Financial Statements, an amendment of ARB No. 51”.  SFAS 160 will
change the accounting and reporting of minority interests, which will be
re-characterized as non-controlling 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 financial
statements.





Cautionary
Statement Relevant to Forward-Looking Information for the Purpose of “Safe
Harbor” Provisions of the Private Securities Litigation Reform Act of
1995




The
Company and its representatives may from time to time make written or oral
forward-looking statements with respect to long-term goals or anticipated
results of the Company, including statements contained in the Company’s filings
with the Securities and Exchange Commission and in its reports to
stockholders.




Statements, including those in this
Quarterly Report on Form 10-Q, which are not historical or current facts, are
“forward-looking statements” made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  There are certain
important factors that could cause our results to differ materially from those
anticipated by some of the statements made herein.  Investors are
cautioned that all forward-looking statements involve risk and
uncertainty.  Some of the factors that could affect results are the
continued uninterrupted availability of raw materials and the cost thereof, our
ability to develop a successful franchise program, the availability of capital
to us as required to implement our franchise program and other expansion plans,
the sensitivity of our industry to prevailing national economic conditions, the
seasonal nature of the outdoor remodeling industry, the effectiveness of new
product introductions, the amount of sales generated and the profit margins
thereon, competition and general economic conditions. For further information
regarding these risks and uncertainties, see the “Risk Factors” section in Item
1A of the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.




The
Company specifically declines to undertake any obligation to publicly revise any
forward-looking statements that have been made to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.





Item
4(T). Controls and Procedures.





Controls
and Procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information we are required to disclose in the reports we file 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,
and that such information is accumulated and communicated to management,
including our President (chief executive officer) and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosure.


15





Our
management also is responsible for establishing and maintaining internal control
over financial reporting which is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of our
financial statements for external purposes in accordance with generally accepted
accounting principles.  Internal control over financial reporting
includes policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our
management and directors; and (iii) provide reasonable assurance regarding the
prevention or timely detection of the unauthorized acquisition, use or
disposition of our assets that could have a material effect on our financial
statements.





Our
management does not expect that our disclosure controls and procedures or
internal control over financial reporting will be effective in all
instances.  There are inherent limitations in all control systems that
reflect both resource constraints and the human factor as it relates to the
application of a control system, including the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
errors or mistakes.  Controls also can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls.  The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events and any design may not succeed in achieving its stated goals under
all potential future conditions.





Evaluation
of Disclosure Controls and Procedures





As of
June 30, 2009, the Company’s management carried out an evaluation, under the
supervision and with the participation of the Company’s Chief Executive Officer
(principal executive officer, or PEO) and Chief Financial Officer (principal
financial officer, or PFO), of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act), pursuant to Exchange Act Rule
13a-15.





As
previously disclosed under “Item 9A. Controls and Procedures” in our Amended
2008 10-K, our management identified material weaknesses in our internal control
over financial reporting at December 31, 2008 and each subsequent interim
period through June 30, 2009.  A material weakness is defined in
Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely
basis.





As a
result of our failure to accurately compute our federal and state corporate
income tax liability for the year ended December 31, 2008, as described in the
Amended 2008 10-K, management concluded that we had the following weaknesses in
our internal control over financial reporting:





·
            Inadequate
      Expertise in the Application of Federal and State Tax Laws as they Impact
      Financial Reporting: Our internal accounting personnel did not possess
      sufficient expertise in the application of federal and state tax laws as
      they apply to consolidation of an acquired business with a different
      fiscal year end.





·
            Reliance
      on Third Party Professionals: We retained a certified public accountant to
      prepare our tax returns for the year ended December 31,
      2008.  We may not have adequately assessed this person's
      qualifications to ascertain his level of experience to render the services
      for which we retained him.  Moreover, we did not adequately
      monitor this person's work and placed undue reliance on his expertise
      without confirming the accuracy of the finished
  product.





Based on
management’s evaluation and as a result of the identified material weaknesses,
our Chief Executive Officer and Chief Financial Officer have concluded that as
of June 30, 2009, our disclosure controls and procedures were not effective to
ensure that we are able to accumulate and communicate to our management,
including our Chief Executive Officer and our Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure, information
that we are required to disclose in the reports that we file with the SEC, and
to record, process, summarize and report that information within the required
time periods.


16





Changes
in Internal Controls





During
the three months ended June 30, 2009, we did not make any changes to our
internal control over financial reporting (as defined in Rules 13a-15 and 15d-15
under the Exchange Act) that materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





Plan
of Remediation of Material Weakness





We intend
to initiate remediation measures to address the material weakness identified
above but did not implement any such measures as of the date of this
report.  We currently are exploring all of the options available to us
and will consider each option carefully before taking any action.





We intend
to continue to evaluate our internal controls on an ongoing basis and to upgrade
and enhance them as needed.





Item
6. Exhibits.





Exhibit
              
              Description31.1
              
              Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
      Report on Form 10-Q/A for the quarter ended June 30,
  2009.31.2
              
              Certification
      of the Company’s 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/A for the quarter ended June 30,
  2009.32.1
              
              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.


17





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.




VINYL
      PRODUCTS, INC.Date:
      November 23, 2009
              By:
              /s/ Gordon
      KnottName:
              Gordon
      KnottTitle:
              President
      and Chief Executive Officer


Date:
      November 23, 2009
              By:
              /s/ Douglas
      E. WellsName:
              Douglas
      E. WellsTitle:
              Chief
      Financial Officer and Principal Financial Officer


18