U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q/A


(Amendment
No. 1)





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: 000-52900





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 former


fiscal
year, if changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. 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 reportingcompany)
                  
                  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). ýYes No





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





Vinyl Products, Inc. ("we," "us,"
"our," or the "Company") is filing this Amendment No. 1 on Form 10-Q/A to
our Quarterly Report of Form 10-Q ("Form 10-Q/A") for the three months ended
June 30, 2009, originally filed with the Securities and Exchange Commission on
August 13, 2009 ("Original Form 10-Q"),  (i) to amend the financial
statements filed therewith to include a statement of operations for the three
months then ended June 30, 2009 and 2008, (ii) to clarify certain information
disclosed in "Item 4(T). Disclosure Controls and Procedures" and (iii) to revise
Exhibits 31.1 and 31.2 to conform to the language required by Item 601(b)(31)(1)
of Regulation S-K.





This Form
10-Q/A does not include items or disclosure that were not revised from the
Original Form 10-Q.  Other than the revisions to the disclosures
included herein, all other disclosure in this Form 10-Q/A speaks as of the
filing date of the Original Form 10-Q and has not been updated to reflect other
events occurring subsequent to the filing date of the Original Form
10-Q.





2





PART
I — FINANCIAL INFORMATION





Item 1.
Financial Statements.





Unaudited
      Consolidated Financial Statements for the Six Months Ended June 30,
      2009Consolidated
      Balance Sheets as of June 30, 2009 and December 31, 2008
                      
                      F–1Consolidated
      Statements of Operations for the three and six months ended June 30, 2009
      and 2008
                      
                      F–2Consolidated
      Statements of Stockholders’ Deficit for the six months ended June 30, 2009
      and 2008
                      
                      F-3Consolidated
      Statements of Cash Flows for the six months ended June 30, 2009 and
      2008
                      
                      F–4Notes
      to the Financial Statements
                      
                      F–5





3


VINYL
PRODUCTS, INC. (fka RED OAK CONCEPTS, INC.)
 CONSOLIDATED
BALANCE SHEET—UNAUDITED
 
 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
                        
                        
                        63,860
                        
                        
                        
                        47,451Total
      Current Assets
                        
                        
                        417,556
                        
                        
                        
                        381,792PROPERTY
      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
                        
                        $
                        683,125
                        
                        
                        $
                        671,653LIABILITIES
      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
                        
                        
                        400
                        
                        
                        
                        -Total
      Current Liabilities
                        
                        
                        612,273
                        
                        
                        
                        435,705LONG-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
                        
                        
                        636,443
                        
                        
                        
                        465,883SHAREHOLDERS'
      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)
                        
                        
                        (48,518
                        )
                        
                        
                        112,670Total
      Shareholders' Equity
                        
                        
                        46,682
                        
                        
                        
                        205,770TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                        
                        $
                        683,125
                        
                        
                        $
                        671,653
 
 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
 
 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
                  
                  
                  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
                  
                  
                  79,251
                  
                  
                  
                  98,677
                  
                  
                  
                  164,904
                  
                  
                  
                  193,599Payroll
                  
                  
                  267,900
                  
                  
                  
                  195,558
                  
                  
                  
                  520,046
                  
                  
                  
                  509,759Professional
      Fees
                  
                  
                  50,785
                  
                  
                  
                  58,961
                  
                  
                  
                  134,654
                  
                  
                  
                  87,102Rent
                  
                  
                  26,070
                  
                  
                  
                  26,070
                  
                  
                  
                  52,140
                  
                  
                  
                  51,650Total
      Expenses
                  
                  
                  470,403
                  
                  
                  
                  437,195
                  
                  
                  
                  952,881
                  
                  
                  
                  938,226Net
      Operating Income
                  
                  
                  (40,416
                  )
                  
                  
                  161,277
                  
                  
                  
                  (141,474
                  )
                  
                  
                  56,267Other
      Income (Expense):Interest
      Income
                  
                  
                  92
                  
                  
                  
                  3,662
                  
                  
                  
                  349
                  
                  
                  
                  5,245Interest
      Expense
                  
                  
                  (11,451
                  )
                  
                  
                  (14,092
                  )
                  
                  
                  (19,662
                  )
                  
                  
                  (20,523
                  )Net
      Other Income (Expense)
                  
                  
                  (11,359
                  )
                  
                  
                  (10,430
                  )
                  
                  
                  (19,313
                  )
                  
                  
                  (15,278
                  )Income
      Before Income Taxes
                  
                  
                  (51,775
                  )
                  
                  
                  150,847
                  
                  
                  
                  (160,787
                  )
                  
                  
                  40,989Income
      Taxes
                  
                  
                  (200
                  )
                  
                  
                  (27,500
                  )
                  
                  
                  (400
                  )
                  
                  
                  (27,700
                  )Net
      Income
                  
                  $
                  (51,975
                  )
                  
                  $
                  123,347
                  
                  
                  $
                  (161,187
                  )
                  
                  $
                  13,289Earnings
      per share:Basic
                  
                  $
                  -
                  
                  
                  $
                  (0
                  )
                  
                  $
                  (0
                  )
                  
                  $
                  -Diluted
                  
                  $
                  -
                  
                  
                  $
                  (0
                  )
                  
                  $
                  (0
                  )
                  
                  $
                  -Weighted
      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
 
 Preferred Stock
                    
                    
                    Common Stock
                    
                    
                    Paid-In
                    
                    
                    RetainedShares
                    
                    
                    Stock
                    
                    
                    Shares
                    
                    
                    Stock
                    
                    
                    Capital
                    
                    
                    EarningsBalances,
      December 31, 2008
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    22,859,000
                    
                    
                    $
                    2,286
                    
                    
                    $
                    90,814
                    
                    
                    $
                    112,669Issuance
      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
                    
                    
                    $
                    ( 48,518
                    )
 
 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
 
 For the Six Months EndedJune 30, 2009
                        
                        
                        June 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income/(Loss)
                        
                        $
                        (161,187
                        )
                        
                        $
                        13,289Adjustments
      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
                        
                        
                        
                        (6,432
                        )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
 
 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.
  F-5
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 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.
 
 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.
 
 Interest Expense –
Interest expense includes credit card fees and financing discounts, both
relating to customers who finance their purchases.  Credit card fees
average 3%.  Financing discount rates range from 2.75% for three-month
financing to 7.25% for 18-month financing.
 
 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.
  F-6
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 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%).
 
 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.
 
 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
  F-7
 
 NOTE A – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
 
 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.
 
 NOTE B – SUPPLEMENTAL CASH
FLOW INFORMATION
 
 Supplemental
disclosures of cash flow information for the six months ended June 30, 2009 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 $104,280 in 2009, $104, 280 in
2010, and $26,070 in 2011.
  F-8
 
 NOTE C – COMMITMENTS/LEASES
(CONTINUED)
 
 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
 
 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-
                    
                    
                    $
                    21,000California
                    
                    $
                    400
                    
                    
                    $
                    6,700
 
 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)
                      
                      $
                      13,289Basic
      EPSIncome
      available to Common shareholders
                      
                      $
                      13,289
                      
                      
                      
                      22,802,112
                      
                      
                      $
                      (.00
                      )(A
                      )Effect
      of Dilutive SecuritiesStock
      Options
                      
                      
                      
                      
                      
                      
                      -0-Diluted
      EPSIncome
      available to Common shareholders
                      
                      $
                      13,289
                      
                      
                      
                      22,802,112
                      
                      
                      $
                      (.00
                      )
  F-9
 
 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
                      
                      
                      $
                      (.01
                      )(A
                      )Effect
      of Dilutive SecuritiesStock
      Options
                      
                      
                      
                      
                      
                      
                      106,906Diluted
      EPSIncome
      available to Common shareholders
                      
                      $
                      (161,187
                      )
                      
                      
                      22,969,387
                      
                      
                      $
                      (.01
                      )
 
 (A)
              See
      Note A.
 
 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.
  F-10
 
 NOTE H – THEFT LOSS
(CONTINUED)
 
 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-11
 
 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.
  F-12





Item
4(T). Controls and Procedures.





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports we file under the Securities
Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and
that such information is accumulated and communicated to management, including
the principal executive officer (PEO) and principal financial officer (PFO), as
appropriate, to allow timely decisions regarding required
disclosure.  Management necessarily applied its judgment in assessing
the costs and benefits of such controls and procedures, which, by their nature,
can provide only reasonable assurance regarding management’s control
objectives.





As of the
end of the period covered by this quarterly report, we carried out an
evaluation, under the supervision and with the participation of management,
including the PEO along with the PFO, of the effectiveness, design and operation
of our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)).  The Company’s disclosure
controls and procedures are designed to provide a reasonable level of assurance
of achieving the Company’s disclosure control objectives.  Based upon
the foregoing, the PEO along with the PFO concluded that our disclosure controls
and procedures are effective.  In addition, based on such evaluation,
we have identified no changes in our internal control over financial reporting
that occurred during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





Item
6. Exhibits.





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





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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:
                            September 14,
      2009
                            
                            By:
                            /s/ Gordon KnottName:
                            Gordon
      KnottTitle:
                            President
      and
                              Principal
      Executive OfficerDate:
                            September 14,
      2009
                            
                            By:
                            /s/ Douglas E. WellsName:
                            Douglas
      E. WellsTitle:
                            Chief
      Financial Officer and
                              Principal
      Accounting
Officer




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