**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549









x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934


For
      the
      fiscal year ended December
      31, 2006





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For
      the
      transition period from _____________________ to ______________





Commission
      file number 333-125314





**ROKWADER,
      INC.**


(Exact
      name of small business issuer as specified in its charter)





Delaware
            73-1731755(State
                or other jurisdiction of incorporation)
            (IRS
                Employer Identification No.)






23950
      Craftsman Road, Calabasas, CA 91302


(Address
      of principal executive offices) (Zip Code)






(818)
      224-3675


(Issuer’s
      telephone number)





Securities
      registered under Section 12(b) of the Exchange Act:    
None.





Securities
      registered under Section 12(g) of the Exchange Act:     Common Stock,
      par value $0.001





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.  Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S−B contained in this form, and no disclosure will be contained, to
      the best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10−KSB or any
      amendment to this Form 10−KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes x No o





Issuer
      revenues for its most recent fiscal year:   None





Aggregate
      market value of the voting stock held by non-affiliates: $125,000, based on
      last
      reported sales price of such stock by registrant to its stockholders upon
      completion of its public offering on February 1, 2006. The voting stock held
      by
      non-affiliates on that date consisted of 125,000 shares of common
      stock.




Number
      of
      shares outstanding of each of the issuer's classes of common stock at February
      2, 2007:




Common
      Stock: 1,375,000




Transitional
      Small Business Disclosure Format: Yes o   No x









**TABLE
      OF CONTENTS**


PageCAUTIONARY
                NOTE ABOUT FORWARD-LOOKING
                STATEMENTS
            3PART
                I
            
            3Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property.
            10Item
                3.
            Legal
                Proceedings.
            10Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            10PART
                II
            
            10Item
                5.
            Market
                for Common Equity and Related Stockholder
                Matters.
            10Item
                6.
            Management’s
                Discussion and Analysis or Plan of
                Operation.
            13Item
                7.
            Financial
                Statements.
            17Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting
                and Financial Disclosure.
            18Item
                8A.
            Controls
                and Procedures.
            18Item
                8B.
            Other
                Information.
            18PART
                III
            
            18Item
                9.
            Directors,
                Executive Officers, Promoters and Control
                Persons; Compliance With Section 16(a) of the Exchange
                Act.
            18Item
                10.
            Executive
                Compensation.
            21Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters.
            21Item
                12.
            Certain
                Relationships and Related
                Transactions.
            22Item
                13.
            Exhibits.
            22Item
                14.
            Principal
                Accountant Fees and Services.
            23SIGNATURES
            24





2




**CAUTIONARY
      NOTE ABOUT FORWARD-LOOKING
      STATEMENTS**





The
      information contained in this Report includes some statements that are not
      purely historical and that are “forward-looking statements” within the meaning
      of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
      and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and as such, may involve risks and uncertainties. These
      forward-looking statements relate to, among other things, expectations of the
      business environment in which we operate, perceived opportunities in the market
      and statements regarding our mission and vision. In addition, any statements
      that refer to projections, forecasts or other characterizations of future events
      or circumstances, including any underlying assumptions, are forward-looking
      statements. You can generally identify forward-looking statements as statements
      containing the words “anticipates,” “believes,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and
      similar expressions, or the negatives of such terms, but the absence of these
      words does not mean that a statement is not forward-looking. For example, our
      forward-looking statements may include statements regarding:




·
            our
                plans to acquire an operating business
                entity;




·
            the
                possible effect of inflation and other economic changes on our costs,
                including the possible effect of future changes in operating costs
                and
                capital expenditures;




·
            our
                cash needs, including our ability to fund our proposed working capital
                requirements;




·
            this
                being a start-up situation, the timing of cash requirements and the
                expected projected profitability;




·
            and
                our expectations regarding competition for business combination
                candidates.




For
      a
      discussion of the risks, uncertainties, and assumptions that could affect our
      future events, developments or results, you should carefully review the “Risk
      Factors” set forth under “Item 1. Description of Business,” below. In light
      of these risks, uncertainties and assumptions, the future events, developments
      or results described by our forward-looking statements herein could turn to be
      materially different from those we discuss or imply.




**PART
      I**




**Item
                1.**
            **Description
                of Business****.**




**History
      and Organization**




Rokwader,
      Inc. was organized under the laws of the State of Delaware on March 18,
      2005. We were formed as a vehicle to pursue a business combination. From our
      inception through February 1, 2006, we engaged in organizational efforts
      and conducted an initial public offering. During that time, we made no efforts
      to identify a possible business combination and only initiated such efforts
      upon
      completion of our offering on February 1, 2006. We have not yet conducted
      negotiations or entered into a letter of intent concerning any target business,
      nor do we have any plans, arrangements or understandings with any prospective
      business combination candidates.




We
      are,
      based on our business activities, a “blank check” company. The Securities and
      Exchange Commission (the “SEC”) defines those companies as “any development
      stage company that is issuing a penny stock, within the meaning of
      Section 3(a)(51) of the Exchange Act, and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies.” Many states have enacted statutes, rules and
      regulations limiting the sale of securities of “blank check” companies in their
      respective jurisdictions. Management does not intend to undertake any efforts
      to
      cause a market to develop in our securities, either debt or equity, until we
      have successfully concluded a business combination.




On
      November 2, 2005, the SEC declared effective our registration statement on
      Form
      SB-2 (the “registration statement”) for the offer and sale of 125,000 registered
      shares of the Company’s common stock, at a price of $1.00 per share, on a
“best-efforts, all or none basis,” subject to Rule 419 of
      Regulation C, promulgated under the Securities Act. The Company’s
      management conducted the offering without the use of an underwriter or
      securities dealer and the Company did not pay commissions in connection with
      the
      sale of the shares. Neither our management nor our founders purchased any of
      the
      125,000 shares offered. The shares sold and the proceeds of the offering are
      being held in escrow pending completion of a business combination. The funds
      received were initially deposited in a non-interest bearing escrow account.
      Upon
      the completion of the offering on February 1, 2006, all of the funds were
      transferred to an interest bearing escrow account, bearing interest at the
      escrow agent's then applicable rate for money market investment
      accounts.


3




The
      Company has until May 2, 2007 to consummate a business combination with another
      entity. If we fail to consummate such a combination by May 2, 2007, we will
      return the proceeds of the offering to the investors, plus interest from the
      date funds were transferred to the interest bearing escrow account. When a
      business combination is anticipated, each purchaser of our registered shares
      will have an opportunity to respond to a reconfirmation offer included in a
      post-effective amendment to the registration statement, to reconfirm its
      interest in the offering and approve the potential business combination or
      have
      such investor’s funds returned, plus interest from the date the funds were
      transferred to the interest bearing escrow account.




**Operations**




We
      do not
      currently engage in any business activity that provides cash flow. We were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly held corporation. Our principal business objective for the next 13
      months will be to achieve long-term growth potential through a combination
      with
      a business rather than immediate, short-term earnings.




The
      reference to us as a “blank check” company is because investors have entrusted
      their investment monies to our management without knowing the ultimate use
      to
      which their money may be put. All of the proceeds of our recently completed
      initial public offering are intended to be utilized generally to effect a
      business combination. We will not restrict our potential candidate target
      companies to any specific business, industry or geographical location and,
      thus,
      may acquire any type of business. Investors will have an opportunity to evaluate
      the specific merits or risks only of the business combination our management
      decides to pursue.




We
      may
      consider a business which has recently commenced operations, is a developing
      company in need of additional funds for expansion into new products or markets,
      is seeking to develop a new product or service, or is an established business
      which may be experiencing financial or operating difficulties and is in need
      of
      additional capital. In the alternative, a business combination may involve
      the
      acquisition of, or merger with, a company which does not need substantial
      additional capital, but which desires to establish a public trading market
      for
      its shares, while avoiding, among other things, the time delays, significant
      expense, and loss of voting control which may occur in a public
      offering.




Under
      Rule 419, we cannot acquire a target business unless its fair value
      represents at least $100,000, which is equal to 80% of the proceeds of our
      public offering that are now held in escrow. To determine the fair market value
      of a target business, our management will examine the audited financial
      statements, including balance sheets and statements of cash flow and
      stockholders' equity, of any candidate, focusing attention on its assets,
      liabilities, sales and net worth. In addition, our management will participate
      in a personal inspection of any potential target business. If we determine
      that
      the financial statements of a proposed target business do not clearly indicate
      that its fair value represents at least $100,000, we may obtain an opinion
      with
      respect to the satisfaction of such criteria from an unaffiliated professional
      who, for compensation, engages in the business of advising others as to the
      value of properties, businesses or securities, including an investment banking
      firm which is a member of the National Association of Securities Dealers,
      Inc.




Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.




Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for current stockholders, which is likely to occur as a result of
      our
      management's plan to offer a controlling interest to a target business in order
      to achieve a tax free reorganization. This lack of diversification should be
      considered a substantial risk regarding our operations because it will not
      permit us to offset potential losses from one venture against potential gains
      from another.




We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking the perceived benefits
      of becoming a publicly traded corporation. Such perceived benefits of becoming
      a
      publicly traded corporation include, among other things, facilitating or
      improving the terms on which additional equity financing may be obtained,
      providing liquidity for the principals of a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      providing liquidity, subject to restrictions of applicable statutes, for all
      stockholders. Potentially available business combinations may occur in many
      different industries and at various stages of development, all of which will
      make the task of comparative investigation and analysis of such business
      opportunities extremely difficult and complex.


4




**Evaluation
      of Business Combinations**




Our
      officers and directors will analyze or supervise the analysis of prospective
      business combinations. Our management intends to concentrate on prospective
      business combinations that may be brought to its attention through their own
      efforts, through persons having pre-existing business or personal relationships
      with members of the Company's management and interested persons referred to
      the
      Company by persons having such pre-existing relationships with members of its
      management or other third parties. At present, we contemplate that only our
      management will identify potential business combinations through their own
      efforts or such sources and we do not currently intend to retain any person
      or
      entity to act as a “finder” or broker to identify or analyze or advise us
      concerning the merits of potential target businesses. If we consummate a
      business combination with an entity introduced to us by a “finder” or broker, we
      may be asked to pay a “finder's fee, but given the limited amount of our
      available resources, we would, in all likelihood, decline to pay such a fee
      unless the target agreed to assume the obligation therefor or indemnified the
      Company therefrom. No member or affiliate of our current management will be
      entitled to a “finder's fee” under any circumstance.




While
      we
      have not established definitive criteria for acquisition candidates, we intend
      to focus on candidates satisfying some, but not necessarily all, of the
      following criteria:





·
            A
                U.S.-based entity,




·
            Minimum
                of one year operating history, and




·
            At
                least $1 million net worth.




In
      analyzing prospective business combinations, our management will also consider
      such matters as the following:




·
            Available
                technical, financial, and managerial
                resources,




·
            Working
                capital and other financial
                requirements,




·
            Prospects
                for the future,




·
            Nature
                of present and expected
                competition,




·
            The
                quality and experience of management services which may be available
                and
                the depth of that management,




·
            The
                potential for further research, development, or
                exploration,




·
            Specific
                risk factors not now foreseeable but which then may be anticipated
                to
                impact on our proposed activities,




·
            The
                potential for growth or expansion,




·
            The
                potential for profit,




·
            The
                perceived public recognition or acceptance of products or services,
                and




·
            Name
                identification and other relevant
                factors.




As
      a part
      of our investigation, our officers and/or directors will meet personally with
      management and key personnel, visit and inspect material facilities, check
      references of management and key personnel, and take other reasonable
      investigative measures, to the extent of our limited financial resources and
      management expertise.


5




Since
      we
      are subject to Section 15(d) of the Exchange Act, we are required to
      furnish information about significant acquisitions, including audited financial
      statements for the target company, covering one, two or three years depending
      upon the relative size of the acquisition. Consequently, acquisition prospects
      that do not have or are unable to obtain the required audited statements may
      not
      be appropriate for acquisition so long as the reporting requirements of the
      Exchange Act are applicable.




We
      anticipate that any business combination will present certain risks. We may
      not
      be able to adequately identify many of these risks prior to selection. Our
      investors must, therefore, depend on the ability of our management to identify
      and evaluate these risks. We anticipate that the principals of some of the
      combinations which will be available to us will have been unable to develop
      a
      going concern or that such business will be in its development stage in that
      it
      has not generated significant revenues from its principal business activity.
      The
      risk exists that even after the consummation of such a business combination
      and
      the related expenditure of our funds, the combined enterprise will still be
      unable to become a going concern or advance beyond the development stage. Many
      of the potential business combinations may involve new and untested products,
      processes or market strategies. We may assume such risks although they may
      adversely impact on our stockholders because we consider the potential rewards
      to outweigh them.




**Business
      Combinations**




In
      implementing a structure for a particular business combination, we may become
      a
      party to a merger, consolidation, or reorganization with another corporation
      or
      entity. We may alternatively purchase stock or assets of an existing
      business.




Any
      merger, acquisition or other business combination can be expected to have a
      significant dilutive effect on the percentage of shares held by our existing
      stockholders. The target business we consider will, in all probability, have
      significantly more assets than we do. Therefore, in all likelihood, our
      management will offer a controlling interest in our company to the owners of
      the
      target business. While the actual terms of a transaction to which we may be
      a
      party cannot be predicted, we expect that the parties to the business
      transaction will find it desirable to avoid the creation of a taxable event
      and
      thereby structure the acquisition in a so-called “tax-free” reorganization under
      Sections 368(a)(1) or 351 of the Internal Revenue Code. In order to obtain
      tax-free treatment under the Internal Revenue Code, the owners of the acquired
      business may need to own 80% or more of the voting stock of the surviving
      entity. As a result, our stockholders, including investors in our initial public
      offering, would retain 20% or less of the issued and outstanding shares of
      the
      surviving entity, which would result in significant dilution in percentage
      of
      ownership of the entity after the combination and may also result in a reduction
      in the net tangible book value per share of our investors. The issuance of
      substantial additional securities and their potential sale into any trading
      market which may develop in our common stock may have a depressive effect on
      our
      trading market. In addition, a majority or all of our directors and officers
      will probably, as part of the terms of the acquisition transaction, resign
      as
      directors and officers.




Our
      management will not actively negotiate or otherwise consent to the purchase
      of
      any portion of their common stock as a condition to or in connection with a
      proposed business combination, unless such a purchase is demanded by the
      principals of the target company as a condition to a merger or acquisition.
      Our
      officers and directors have agreed to this restriction which is based on an
      oral
      understanding between members of our management. Members of our management
      are
      unaware of any circumstances under which such policy, through their own
      initiative, may be changed.




The
      structure of the business combination will depend on, among other
      factors:





·
            The
                nature of the target business,




·
            Our
                needs and desires and the needs and desires of the persons controlling
                the
                target business,




·
            The
                management of the target business,
                and




·
            Our
                relative negotiating strength compared to the strength of the persons
                controlling the target business.




We
      will
      not purchase the assets of any company of which a majority of the outstanding
      capital stock is beneficially owned by one or more of our officers, directors,
      founders or affiliates or associates. Furthermore, we intend to adopt a
      procedure whereby a special meeting of our stockholders will be called to vote
      upon a business combination with an affiliated entity, and stockholders who
      also
      hold securities of such affiliated entity will be required to vote their shares
      of stock in the same proportion as our publicly held shares are voted. As of
      December 31, 2005, our officers and directors have not approached and have
      not
      been approached by any person or entity with regard to any proposed business
      venture which desires to be acquired by us. At the time of any proposed business
      combination we will disclose the same in the post-effective amendment to the
      Registration Statement required by Rule 419 to allow our non-affiliate
      investors the opportunity to evaluate the proposed business combination before
      voting to reconfirm their investment.


6




**Risk
      Factors**




*Our
      actual results may differ materially from those anticipated in these
      forward-looking statements. We operate in a market environment that is difficult
      to predict and that involves significant risks and uncertainties, many of which
      will be beyond our control. Refer also to “Cautionary Note Regarding
      Forward-Looking Statements,” below.*




***Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors.***




A
      conflict of interest may arise between our management’s personal pecuniary
      interest and its fiduciary duty to our stockholders. The stockholders presently
      comprising our management and board of directors own approximately 91% of our
      outstanding common stock and have control of the Company. Thus, the three
      stockholders comprising our management and board will be able to effectively
      determine which potential business combination targets to pursue and which
      acquisition to consummate, regardless of other investors’
preferences.




***Our
      management may experience conflicts of interest between their duties on behalf
      of Rokwader and their roles with other entities and
      transactions.***




Our
      officers and directors may become involved with similar transactions or other
      blank check offerings in the future, which may create conflicts in the pursuit
      of business combinations with such shell or other blank check companies. If
      Rokwader identifies the same business combination candidate(s) as one of these
      other entities, some of our officers and directors may face a conflict of
      interest, complicating the business combination process and potentially
      resulting in a delay which could jeopardize our limited timeline to complete
      such a transaction.




***Our
      officers and directors have no previous experience launching and operating
      “blank check” companies and have only limited experience in the management of
      non-operating companies and with business combinations involving non-operating
      companies.***




Our
      officers and directors have no previous experience launching and operating
      “blank check” companies under Rule 419, such as Rokwader, although Mr. Farar and
      Mr. Saderup have experience investing in and managing non-operating, or shell,
      companies, and in coordinating and closing business combinations. Mr. Farar
      was
      an officer and a principal stockholder of Woodland Communications Group, Inc.,
      a
      shell company that merged with and into US Telesis Holdings, Inc. in May 1999,
      at which time Mr. Farar left the management of the company. Mr. Farar remained
      a
      principal stockholder of US Telesis Holdings, Inc. until May 6, 2005, when
      Catcher, Inc. completed a merger with US Telesis Holdings, Inc., with Catcher
      Holdings, Inc. being the survivor. Catcher Holdings, Inc. is now an operating
      company, and Mr. Farar is not an affiliate of Catcher Holdings, Inc. Mr. Farar
      was also a director, officer and principal stockholder of USA International
      Chemical, Inc., a non-operating company, until his resignation from management
      and the board effective September 1, 1998. Mr. Farar remained a principal
      stockholder of USA International Chemical, Inc. until May 4, 2000, when USA
      International Chemical, Inc. completed a merger with Aspac Communications,
      Inc.,
      with Aspac Communications, Inc. being the survivor. Aspac Communications, Inc.
      ceased filing Exchange Act reports with the SEC after March 2002 and is listed
      as an inactive Delaware corporation as of March 2003.




Mr.
      Farar
      has also been a principal stockholder in a number of other shell companies,
      either directly or through limited liability companies of which he was the
      principal owner and manager. Some of these other shell companies have become
      publicly reporting operating companies (for example, Voice Powered Technology
      International, Inc., now World Waste Technologies, Inc.; Gamogen, Inc., now
      Gener8xion Entertainment, Inc.). However, Mr. Farar was not a director or
      officer of any of these other shell companies. Further, Mr. Farar is no longer
      an affiliate of any of these companies, nor of any other non-operating public
      entity other than Rokwader.




Mr.
      Saderup was a director of Voice Powered Technology International, Inc. until
      August 25, 2004, when Voice Powered Technology International, Inc. completed
      a
      merger with World Waste Technologies, Inc., with World Waste Technologies,
      Inc.
      being the survivor. World Waste Technologies, Inc. is now an operating company,
      and Mr. Saderup is not affiliated with Word Waste Technologies,
      Inc.




However,
      the management of a blank-check company may be significantly different from
      investing in and managing a shell company. For example, there is no regulatory
      time limit for consummating an acquisition with a shell company that has not
      conducted a blank check offering. Further, we cannot assure you that our
      officers and directors lack of experience with blank check companies will not
      adversely affect our ability to identify a suitable acquisition candidate and
      successfully negotiate a timely business combination.


7




***As
      we have no operating history or revenue and only minimal assets, there is a
      risk
      that we will be unable to continue as a going concern and consummate a business
      combination.***




We
      have
      had no operating history nor any revenues or earnings from operations since
      inception. We have no significant assets or financial resources. We will, in
      all
      likelihood, sustain operating expenses without corresponding revenues, at least
      until the consummation of a business combination. This may result in our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination and even thereafter increase if the business
      opportunity with whom we merge is no profitable. We cannot assure you that
      we
      can identify a suitable business opportunity that offers profit or growth
      potential or consummate a business combination.




***The
      report of our independent auditors indicates uncertainty concerning our ability
      to continue as a going concern and this may impair our ability to consummate
      a
      business combination.***




Our
      independent auditors have raised substantial doubt about our ability to continue
      as a going concern. We cannot assure you that this will not impair our ability
      to consummate a business combination. Additionally, we cannot assure you that
      we
      will ever achieve significant revenues and therefore remain a going
      concern.




***Escrowed
      securities can only be transferred under limited circumstances, resulting in
      little or no liquidity for some of our stockholders for a substantial period
      of
      time.***




No
      transfer or other disposition of the escrowed securities sold in our recently
      completed initial public offering is permitted other than by will or the laws
      of
      descent and distribution, or under a qualified domestic relations order as
      defined by the Internal Revenue Code of 1986 or Title 7 of the Employee
      Retirement Income Security Act of 1974, known as ERISA, or the related rules.
      Under Rule 15g-8 of the Exchange Act, it is unlawful for any person to sell
      or
      offer to sell the securities or any interest in or related to the securities
      held in a Rule 419 escrow account other than under a qualified domestic
      relations order in divorce proceedings. Therefore, any and all contracts for
      sale to be satisfied by delivery of the securities and sales of derivative
      securities to be settled by delivery of the securities are prohibited. The
      stockholders who purchased shares in our initial public offering are further
      prohibited from selling any interest in the securities or any derivative
      securities whether or not physical delivery is required while the securities
      are
      in the Rule 419 escrow. As a result, these stockholders have little or no
      liquidity for their investment for a substantial period of time, and may
      therefore be unable to invest their funds in alternative investments. Depending
      upon how soon a business combination could be consummated, these stockholders
      will have no right to the return of or the use of their funds or the securities
      purchased through May 2, 2007. These stockholders will be offered the
      return of their funds only under the circumstances set forth in Rule
      419.




***There
      may be an absence of a trading market, which would eliminate or adversely impact
      the ability to sell our outstanding shares of common
      stock.***




There
      currently is no trading market for our stock and a trading market will not
      develop while the common stock recently sold in our initial public offering
      is
      maintained in escrow. We expect the initial market for our stock following
      the
      release of shares from escrow to be limited if a market develops at all. Even
      if
      a limited trading market does develop following the release of shares from
      escrow, there is a risk that the absence of potential buyers will prevent
      stockholders from selling their shares upon a determination to reduce or
      eliminate their level of investment in Rokwader. Additionally, the offering
      price paid may not reflect the current market price of our shares or the price
      prior to or after a business combination. This pricing difference and a lack
      of
      an adequate number of potential buyers or other factors may very well result
      in
      stockholders receiving a lower price for their shares upon sale than these
      stockholders paid in the initial public offering.




***The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of investment.***




The
      success of our plan of operation will depend to a great extent on the
      operations, financial condition and management of the identified business
      opportunity. While management intends to seek business combination(s) with
      entities having established operating histories, we cannot assure you that
      we
      will be successful in locating candidates meeting those criteria. In the event
      we complete a business combination, the success of our operations may be
      dependent upon management of the successor firm and numerous other factors
      beyond our control.


8




***We
      are in a highly competitive market for a small number of business opportunities
      which could reduce the likelihood of consummating a successful business
      combination.***




We
      are
      and will continue to be an insignificant participant in the business of seeking
      mergers with and acquisitions of small private and public entities. A large
      number of established and well-financed entities, including small public
      companies and venture capital firms, are active in mergers and acquisitions
      of
      companies that may be desirable target candidates for us. We expect that most
      of
      these entities have significantly greater financial resources, technical
      expertise and managerial capabilities than we do; consequently, we will be
      at a
      competitive disadvantage in identifying possible business opportunities and
      successfully completing a business combination. These competitive factors may
      reduce the likelihood of our identifying and consummating a successful business
      combination.




***We
      have no existing agreement for a business combination or other transaction
      and
      therefore cannot guarantee that we will be able to negotiate a business
      combination on favorable terms.***




We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, joint venture with or acquisition of a private or public entity. We can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms, and there is consequently
      a
      risk that funds allocated to the purchase of our shares will not be invested
      in
      a company with active business operations. If we are unable to make such an
      investment, it is unlikely that our stockholders will make a substantial return
      on their investment in Rokwader.




***Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting between five
      and
      fifteen hours per week to Rokwader’s affairs in total. None of our officers have
      entered into written employment agreements with us and none is expected to
      do so
      in the foreseeable future. Further, our current directors and executive officers
      have notified us of their intent to resign upon the closing of a business
      combination. Although Messrs. Farar, Saderup and Turk may be invited to serve
      as
      directors, officers or consultants with the post-acquisition entity, depending
      on the structure and circumstances of the business combination and the
      experience of the target’s board, our directors do not intend to do so. This
      limited current commitment and these individuals’ lack of willingness to be
      involved in the management of the post-acquisition entity may adversely impact
      our ability to identify and consummate a successful business
      combination.




***We
      cannot guarantee that the business combination will meet the statutory
      requirements of a tax-free reorganization or that the parties will obtain the
      intended tax-free treatment upon a transfer of stock or assets and you may
      therefore be subject to taxation.***




If
      a
      business combination does not meet the statutory requirements of a tax-free
      reorganization, the business combination would result in the imposition of
      both
      federal and state taxes that may have an adverse effect on both parties to
      the
      transaction.




***The
      availability of our shares for sale could adversely affect our share price
      as
      there is a risk our founders or affiliates could sell a sufficient volume of
      shares to lower the share price.***




Our
      management, founders or their affiliates currently hold 1,250,000 issued and
      outstanding shares of our common stock. These 1,250,000 shares are “restricted
      securities” as that term is defined under the Securities Act and in the future
      may only be sold pursuant to a registration statement filed under the Securities
      Act. It should be noted that these shares may not be sold by our management,
      founders or their affiliates, or their transferees, pursuant to Rule 144 of
      the
      Securities Act. This is true for any such sale either before or after a business
      combination with an operating company or other person, regardless of technical
      compliance with the rule. The position of the staff of the Division of
      Corporation Finance of the Securities and Exchange Commission is that any such
      resale transaction under Rule 144 would appear to be designed to distribute
      or
      redistribute such shares to the public without coming within the registration
      requirements of the Securities Act. Therefore, our management, founders or
      their
      affiliates, or their transferees, can only resell the shares they hold as of
      the
      date hereof through a registration statement filed under the Securities
      Act.




However,
      our founders, including management, have certain registration rights to sell
      their shares of common stock in the public market, including demand and
      piggyback registration rights. Demand registration obligates us to register
      up
      to the entire 1,250,000 shares of our common stock upon written request from
      the
      founders holding a majority of such shares. Piggy-back registration obligates
      us
      to include the founders’ shares in any subsequent registration made by us under
      the Securities Act, subject to certain exclusions specified in our agreement.
      Both demand and piggyback registration rights become effective six months
      following the consummation of a merger or acquisition.


9




Our
      other
      stockholders and prospective investors should be aware that there is a risk
      that
      sales of the shares held by our management and founders pursuant to a
      registration statement filed under the Securities Act is likely to have a
      depressive effect on the market price of our securities in any market which
      may
      develop for such securities. A subsequent sale of a large number of shares
      by
      our founders following a demand or piggyback registration, or even the
      availability of these shares for sale, may have the effect of materially and
      adversely decreasing the prevailing market price of our common stock by
      increasing or threatening to increase the number of shares available in the
      open
      market.




***The
      initial public offering price of our common stock was arbitrarily determined
      and
      purchasers in our initial public offering may have paid an amount in excess
      of
      what each purchaser will ultimately receive upon sale of our
      securities.***




Our
      initial public offering price of $1.00 per share was arbitrarily determined
      by
      us, and bears no relationship whatsoever to our assets, earnings, book value
      or
      any other objective standard of value. Among the factors considered by us were
      our lack of operating history, estimates of our business potential, the proceeds
      to be raised by the offering, the amount of capital to be contributed by the
      public in proportion to the amount of stock to be retained by our founders,
      our
      relative requirements, and the current market conditions in the over-the-counter
      market. The purchasers in our initial public offering therefore may have paid
      more for our shares than our shares are actually or objectively worth or will
      be
      valued by the public markets. This could result in an insufficient return,
      or
      even a loss, on these stockholders’ investments even if we successfully
      consummate a business combination.




***There
      will be additional dilution as additional shares are issued which may decrease
      the market price of our common stock.***




Once
      a
      business combination is consummated, additional offerings will likely have
      to be
      made in the future to meet additional cash flow needs. Such offerings may
      include warrants for issuance of additional common stock, further diluting
      the
      number of shares of common stock outstanding from time to time. Moreover, a
      substantial issuance of our shares can be expected as part of the business
      combination itself in light of management’s plan to offer at least a controlling
      interest in Rokwader to a target business in order to achieve a tax free
      reorganization. The actual amount of that interest and the resulting number
      of
      shares issued will depend on negotiations with the potential target. An increase
      in the number of our shares from these events or others may result in a decrease
      of the market price for our common stock.




**Item
                2.**
            **Description
                of Property****.**




We
      do not
      presently own or lease any real or personal property. Our Chief Financial
      Officer, Secretary and Director, Mitchell W. Turk, currently provides our office
      space at no cost to Rokwader, an arrangement which we expect to continue through
      the consummation of a business combination. We do not intend to purchase or
      lease any equipment or other property prior to the completion of a business
      combination.




**Item
                3.**
            **Legal
                Proceedings****.**




We
      are
      not a party to any legal proceedings.




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




There
      were no matters submitted to a vote of our security holders during the quarter
      ended December 31, 2006.




**PART
      II**




**Item
                5.**
            **Market
                for Common Equity and Related Stockholder Matters****.**




**Market
      for Common Stock**




No
      trading market for our common stock currently exists. Pursuant to the
      requirements of Rule 15g−8 of the Exchange Act, a trading market will not
      develop while certificates representing the shares of common stock sold in
      our
      initial public offering remain in escrow. These shares must remain in escrow
      until the consummation of a business combination and its confirmation by our
      investors pursuant to Rule 419 of the Securities Act. We can offer no assurance
      that a trading market will develop upon the consummation of a business
      combination and the subsequent release of the stock certificates from escrow.
      Sales of substantial amounts of common stock in the public market after a
      business combination, or the possibility of substantial sales occurring, could
      adversely affect prevailing market prices for the common stock or our future
      ability to raise capital through an offering of equity securities. To date,
      neither we, nor anyone acting on our behalf, has taken any affirmative steps
      to
      retain or encourage any broker-dealer to act as a market maker for our common
      stock. Further, we have not entered into any discussions, or understandings,
      preliminary or otherwise, through our management or through anyone acting on
      our
      behalf and any market maker concerning the participation of a market maker
      in
      the future trading market, if any, for our common stock.


10




Our
      common stock is not quoted at the present time. The Securities and Exchange
      Commission, or SEC, has adopted a rule that established the definition of a
      “penny stock,” for purposes relevant to us, as any equity security that has a
      market price of less than $5.00 per share or with an exercise price of less
      than
      $5.00 per share, subject to certain exceptions. For any transaction involving
      a
      penny stock, unless exempt, the rules require:




·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and




·
            the
                broker or dealer receive from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.




In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:




·
            obtain
                financial information and investment experience and objectives of
                the
                person; and




·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and that person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transaction in penny stocks.




The
      broker or dealer must also deliver, no less than two business days prior to
      any
      transaction in a penny stock, a disclosure schedule in a form specified by
      the
      SEC relating to the penny stock market, which, in highlight form,




·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and




·
            states
                that the broker or dealer must receive a signed, written agreement
                from
                the investor prior to the
                transaction.




Disclosure
      also has to be made about:




·
            the
                risks of investing in penny stocks in both public offerings and in
                secondary trading,




·
            the
                commissions payable to both the broker-dealer and the registered
                representative,




·
            current
                quotations for the securities, and




·
            the
                rights and remedies available to an investor in cases of fraud in
                penny
                stock transactions.




Finally,
      monthly statements have to be sent by the broker-dealer disclosing recent price
      information for the penny stock held in the account and information on the
      limited market in penny stocks.




We
      cannot
      predict whether, upon a successful business combination, our securities will
      comply with the requirements for exemption from classification as “penny stock”
under Rule 3a51−1 of the Exchange Act, or the applicable “penny stock”
regulations for listing on Nasdaq or some other national exchange, or if they
      were to become listed, be able to maintain the maintenance criteria necessary
      to
      insure continued listing. If our securities fail to qualify for the exemption
      or
      fail to qualify or meet the relevant maintenance criteria after qualification
      in
      the future, it may result in the discontinuance of the inclusion of our
      securities on a national exchange. However, trading, if any, in our securities
      may then continue in the over the counter market and quotations may be available
      from the over the counter bulletin board or in the so-called pink sheets, a
      centralized quotation service that collects and publishes market maker quotes
      for over the counter securities. As a result, a stockholder may find it more
      difficult to dispose of, or to obtain accurate quotations as to the market
      value
      of, our securities.


11




The
      offering and sales price of $1.00 per share for our initial public offering
      was
      arbitrarily determined by us. This price bears no relation to our assets, book
      value or any other customary investment criteria, including our prior operating
      history. Among the factors considered by us in determining the offering price
      were:





·
            Our
                lack of operating history,




·
            Estimates
                of our business potential,




·
            Our
                limited financial resources,




·
            The
                amount of equity desired to be retained by present
                stockholders,




·
            The
                amount of dilution to the public,
                and




·
            The
                general condition of the securities markets, specifically the
                over-the-counter market.





Present
      management does not anticipate that it will undertake or will employ consultants
      or advisers to undertake any negotiations or discussions with market makers
      prior to the execution of an agreement for a business combination. Our
      management expects that discussions in this area will ultimately be initiated
      by
      the party or parties controlling the entity or assets which we may acquire
      who
      may employ consultants or advisors to obtain market makers.





**Holders
      of Our Common Stock**




There
      are
      currently 40 holders of our outstanding common stock. Our three founders
      purchased an aggregate of 1,250,000 shares in March 2005, in reliance upon
      an
      exemption from the registration requirements of the Securities Act. These three
      stockholders are sophisticated investors and are accredited investors as defined
      in Rule 501 of the Securities Act. Our three founders currently own
      approximately 91% of the Company’s outstanding shares.




On
      February 1, 2006, we completed our initial registered public offering of our
      common stock pursuant to the Company’s registration statement on Form SB-2 (File
      No. 333-125314) that the Securities and Exchange Commission declared effective
      on November 2, 2005 (the “registration statement”). We sold a total of 125,000
      registered shares of our common stock, at a price of $1.00 per share, to a
      total
      of 37 stockholders.




We
      have
      not issues any options or warrants to purchase, or securities convertible into,
      our common equity.




**Dividend
      Policy**




Holders
      of our common stock are entitled to dividends when, as and if declared by the
      Board of Directors, out of funds legally available therefor. We have not
      declared or paid any cash dividends on our common stock, and we currently intend
      to retain future earnings, if any, to finance a business combination. We do
      not
      anticipate the declaration of payment of any dividends in the foreseeable future
      even if we successfully complete a business combination. Future dividend policy
      will be subject to the discretion of the Board of Directors and will be
      contingent upon future earnings, if any, our financial condition, capital
      requirements, general business conditions and other factors. Therefore, there
      can be no assurance that any dividends of any kind will ever be
      paid.




**Equity
      Compensation Plans**




We
      do not have an equity compensation plan.




**Recent
      Sales of Unregistered Securities**




We
      issued
      1,250,000 shares of common stock on March 30, 2005, to three investors for
      cash
      consideration of $0.08 per share for an aggregate investment of $101,240. The
      Company sold these shares of common stock under the exemption from registration
      provided by Section 4(2) of the Securities Act.




Neither
      the Company nor any person acting on its behalf offered or sold the securities
      by means of any form of general solicitation or general advertising. No services
      were performed by any purchaser as consideration for the shares issued. All
      three purchasers of these securities are accredited investors and represented
      in
      writing that they acquired the securities for their own accounts. A legend
      was
      placed on the stock certificates stating that the securities have not been
      registered under the Securities Act and cannot be sold or otherwise transferred
      without an effective registration or an exemption therefrom.  12




These
      1,250,000 shares of our common stock remain currently outstanding, are held by
      certain of our officers, directors and founders and are “restricted securities”
as that term is defined in the Securities Act. These shares may not be sold
      by
      these persons, or their transferees pursuant to Rule 144 of the Securities
      Act
      either before or after a business combination, regardless of technical
      compliance with the rule. The position of the staff of the Division of
      Corporation Finance of the Securities and Exchange Commission is that any such
      resale transaction by those persons under Rule 144 would appear to be designed
      to distribute or redistribute such shares to the public without coming within
      the exemption from the registration requirements of the Securities Act.
      Therefore, these persons, and their affiliates, or transferees, can only resell
      the shares they hold as of the date hereof through such
      registration.




Our
      officers and directors who hold the 1,250,000 unregistered shares of our common
      stock have received certain registration rights to sell shares of common stock
      held by them in the public market. Such rights consist of demand and piggyback
      registration rights. Demand registration obligates us to register up to the
      entire 1,250,000 shares of common stock upon written request from the founders
      holding a majority of such shares. Our officers and directors paid $0.08 per
      share for their shares of common stock. We are not obligated to effect more
      than
      two demand registrations under our agreement, except when we become eligible
      to
      use Form S−3 to register our shares for resale. At that time, our officers and
      directors may make unlimited demands to have their shares registered on Form
      S−3, provided at least $100,000 in aggregate public offering price of their
      shares is included in the S−3 registration statement. Piggy-back registration
      obligates us to include these shares in any subsequent registration made by
      us
      under the Securities Act, subject to certain exclusions specified in our
      agreement. Both demand and piggyback registration rights become effective six
      months following the consummation of a merger or acquisition.




**Use
      of Proceeds from Registered Securities**




On
      February 1, 2006, we completed the initial registered public offering of our
      common stock pursuant to the Company’s registration statement on Form SB-2 (File
      No. 333-125314) that the Securities and Exchange Commission declared effective
      on November 2, 2005. We offered and sold 125,000 registered shares of the
      Company’s common stock at a price of $1.00 per share. Pursuant to Rule 419 of
      Regulation C, promulgated under the Securities Act, we deposited all proceeds
      of
      the offering ($125,000) and the shares sold into an escrow account. Our
      management conducted the offering without the use of an underwriter or
      securities dealer and we have not paid and will not pay commissions in
      connection with the sale of the shares.




The
      shares sold and the proceeds of the offering are being held in escrow pending
      completion of a business combination. The Company has until May 2, 2007 to
      consummate a business combination with another entity. If the Company fails
      to
      consummate such a combination by May 2, 2007, the escrowed funds will be
      returned to the investors, plus any interest earned, and the escrowed shares
      will be returned to the Company for cancellation. Each investor will have an
      opportunity to respond to a reconfirmation offer given when such a business
      combination is anticipated, which will be included in a post-effective amendment
      to the registration statement, to reconfirm its interest in the offering and
      approve the potential business combination or have such investor’s funds
      returned, plus any interest earned.




**Additional
      Information**




Copies
      of
      our annual reports on Form 10−KSB, quarterly reports on Form 10−QSB, current
      reports on Form 8−K, and any amendments to those reports, are available free of
      charge on the Internet at www.sec.gov. All statements made in any of our
      filings, including all forward-looking statements, are made as of the date
      of
      the document in which the statement is included, and we do not assume or
      undertake any obligation to update any of those statements or documents unless
      we are required to do so by law.




**Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of Operation****.**




*This
      10−KSB contains forward-looking statements. Our actual results could differ
      materially from those set forth as a result of general economic conditions
      and
      changes in the assumptions used in making such forward-looking statements.
      The
      following discussion and analysis of our financial condition and results of
      operations should be read together with the audited consolidated financial
      statements and accompanying notes and the other financial information appearing
      else where in this report. The analysis set forth below is provided pursuant
      to
      applicable Securities and Exchange Commission regulations and is not intended
      to
      serve as a basis for projections of future events. Refer also to “Risk Factors”
and "Cautionary Note Regarding Forward Looking Statements" in Item 1
      above.*


13




As
      the
      Company was formed during the 2005 fiscal year and has not had any revenues
      from
      operations during the last fiscal year nor any interim period in the current
      fiscal year for which financial statements are furnished in this Report, the
      Company is not able to nor required to provide comparative period-to-period
      analysis of its operations, pursuant to Item 303 of Regulation S-B.




**Plan
      of Operation**




We
      do not
      currently engage in any business activities that provide cash flow. We were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly held corporation. Our principal business objective for the next 13
      months will be to achieve long-term growth potential through a combination
      with
      a business rather than immediate, short-term earnings.




The
      reference to us as a “blank check” company is because investors have entrusted
      their investment monies to our management without knowing the ultimate use
      to
      which their money may be put. We intend to utilize all of the proceeds of our
      initial public offering generally to effect a business combination. Our
      investors will have an opportunity to evaluate the specific merits or risks
      only
      of the business combination our management decides to pursue. We will not
      restrict our potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of business.
      We may consider a business which has recently commenced operations, is a
      developing company in need of additional funds for expansion into new products
      or markets, is seeking to develop a new product or service, or is an established
      business which may be experiencing financial or operating difficulties and
      is in
      need of additional capital. In the alternative, a business combination may
      involve the acquisition of, or merger with, a company which does not need
      substantial additional capital, but which desires to establish a public trading
      market for its shares, while avoiding, among other things, the time delays,
      significant expense, and loss of voting control which may occur in a public
      offering.





Under
      Rule 419, we cannot acquire a target business unless its fair value
      represents at least 80% of the maximum offering proceeds (i.e., $100,000).
      To
      determine the fair market value of a target business, our management will
      examine the audited financial statements, including balance sheets and
      statements of cash flow and stockholders' equity, of any candidate, focusing
      attention on its assets, liabilities, sales and net worth. In addition, our
      management will participate in a personal inspection of any potential target
      business. If we determine that the financial statements of a proposed target
      business do not clearly indicate that its fair value represents at least 80%
      of
      the maximum offering proceeds, we may obtain an opinion with respect to the
      satisfaction of such criteria from an unaffiliated professional who, for
      compensation, engages in the business of advising others as to the value of
      properties, businesses or securities, including an investment banking firm
      which
      is a member of the National Association of Securities Dealers, Inc.




Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.




Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for current stockholders, which is likely to occur as a result of
      our
      management's plan to offer a controlling interest to a target business in order
      to achieve a tax free reorganization. This lack of diversification should be
      considered a substantial risk regarding our operations because it will not
      permit us to offset potential losses from one venture against gains from
      another.




We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking the perceived benefits
      of becoming a publicly traded corporation. Such perceived benefits of becoming
      a
      publicly traded corporation include, among other things, facilitating or
      improving the terms on which additional equity financing may be obtained,
      providing liquidity for the principals of a business, creating a means for
      providing incentive stock options or similar benefits to key employees, and
      providing liquidity, subject to restrictions of applicable statutes, for all
      stockholders. Potentially available business combinations may occur in many
      different industries and at various stages of development, all of which will
      make the task of comparative investigation and analysis of such business
      opportunities extremely difficult and complex.


14




**Costs
      and Resources**




During
      the approximately 13 months ending May 2, 2007, we anticipate incurring
      costs related to:





(i)
            filing
                of Exchange Act reports (approximately
                $50,000),





(ii)
            filing
                of a post-effective amendment to the registration statement and related
                to
                the reconfirmation offer, upon identification of a suitable merger
                candidate (approximately $50,000),
                and





(iii)
            costs
                relating to consummating a stockholder approved acquisition (approximately
                $100,000).





We
      believe will be able to meet these costs through current monies in our treasury
      ($981 as of December 31, 2005),  additional amounts loaned to us by our President, Yale Farar, and deferral
      of
      fees by certain service providers, if necessary. On November 16, 2005 and
      January 4, 2006, Mr. Farar loaned us $15,000 and $27,000, respectively,
      pursuant to the Agreement to Advance Funds dated September 21, 2005 between
      Mr.
      Farar and Rokwader (the “Advance Agreement”).





On
      December 4, 2006, the Company and its President, Yale Farar, executed a Second
      Amendment to the Agreement to Advance Funds dated September 21, 2005, between
      Mr. Farar and the Company (the “Agreement”), which Second Amendment allows the
      Company to direct Mr. Farar to advance up to an additional $50,000 to the
      Company. Pursuant to the Agreement, as previously amended, the Company has
      previously executed promissory notes in favor of Mr. Farar totaling $100,000.
      On
      December 4, 2006, the Company and Mr. Farar executed an additional promissory
      note for $20,000 (the “Note”), bringing the total funds advanced pursuant to the
      Agreement, as amended, to $120,000.





The
      aforementioned notes may be prepaid at any time, without premium or penalty.
      The
      notes are immediately due and payable, without notice or demand, upon or at
      any
      time after the occurrence or existence of any one or more of the “Events of
      Default” listed in the promissory notes.


We
      are
      using these funds to make payments for our expenses, prior to the consummation
      of a business combination, to the extent such expenses are not deferred and
      either would exceed our otherwise available funds or would render us effectively
      insolvent upon our payment. Pursuant to the terms of the Advance Agreement,
      these loans are on an interest-free basis, documented by promissory notes and
      payable only upon consummation of a merger transaction. Upon consummation of
      a
      business combination, we or the target may repay Mr. Farar for these loans,
      and
      any subsequent loans made under the Agreement to Advance Funds, out of the
      proceeds of the offering and/or from funds furnished by the target.





**Evaluation
      of Business Combinations**




Our
      officers and directors will analyze or supervise the analysis of prospective
      business combinations. Our management intends to concentrate on prospective
      business combinations that may be brought to its attention through persons
      having pre-existing business or personal relationships with members of the
      Company's management and interested persons referred to the Company by persons
      having such pre-existing relationships with members of its management or other
      third parties. At present, we contemplate that only our management will identify
      potential business combinations through such sources and we do not currently
      intend to retain any person or entity to act as a “finder” or broker to identify
      or analyze or advise us concerning the merits of potential target businesses.
      If
      we consummate a business combination with an entity introduced to us by a
“finder” or broker, we may be asked to pay a “finder's fee, but given the
      limited amount of our available resources, we would, in all likelihood, decline
      to pay such a fee unless the target agreed to assume the obligation therefor
      or
      indemnified the Company therefrom. No member or affiliate of our current
      management will be entitled to a “finder's fee” under any
      circumstance.




While
      we
      have not established definitive criteria for acquisition candidates, we intend
      to focus on candidates satisfying some, but not necessarily all, of the
      following criteria:





·
            A
                U.S.-based entity,




·
            Minimum
                of one year operating history, and




·
            At
                least $1 million net worth.




In
      analyzing prospective business combinations, our management will also consider
      such matters as the following:




·
            Available
                technical, financial, and managerial
                resources,




·
            Working
                capital and other financial
                requirements,




·
            Prospects
                for the future,




·
            Nature
                of present and expected
                competition,




·
            The
                quality and experience of management services which may be available
                and
                the depth of that management,




·
            The
                potential for further research, development, or
                exploration,


15




·
            Specific
                risk factors not now foreseeable but which then may be anticipated
                to
                impact on our proposed activities,




·
            The
                potential for growth or expansion,




·
            The
                potential for profit,




·
            The
                perceived public recognition or acceptance of products or services,
                and




·
            Name
                identification and other relevant
                factors.




As
      a part
      of our investigation, our officers and directors will meet personally with
      management and key personnel, visit and inspect material facilities, check
      references of management and key personnel, and take other reasonable
      investigative measures, to the extent of our limited financial resources and
      management expertise.




Since
      we
      are subject to Section 15(d) of the Exchange Act, we are required to
      furnish information about significant acquisitions, including audited financial
      statements for the target company, covering one, two or three years depending
      upon the relative size of the acquisition. Consequently, acquisition prospects
      that do not have or are unable to obtain the required audited statements may
      not
      be appropriate for acquisition so long as the reporting requirements of the
      Exchange Act are applicable.




We
      anticipate that any business combination will present certain risks. We may
      not
      be able to adequately identify many of these risks prior to selection. Our
      investors must, therefore, depend on the ability of our management to identify
      and evaluate these risks. We anticipate that the principals of some of the
      combinations which will be available to us will have been unable to develop
      a
      going concern or that such business will be in its development stage in that
      it
      has not generated significant revenues from its principal business activity.
      The
      risk exists that even after the consummation of such a business combination
      and
      the related expenditure of our funds, the combined enterprise will still be
      unable to become a going concern or advance beyond the development stage. Many
      of the potential business combinations may involve new and untested products,
      processes or market strategies. We may assume such risks although they may
      adversely impact on our stockholders because we consider the potential rewards
      to outweigh them.




**Business
      Combinations**




In
      implementing a structure for a particular business combination, we may become
      a
      party to a merger, consolidation, or reorganization with another corporation
      or
      entity. We may alternatively purchase stock or assets of an existing
      business.




Any
      merger, acquisition or other business combination can be expected to have a
      significant dilutive effect on the percentage of shares held by our existing
      stockholders. The target business we consider will, in all probability, have
      significantly more assets than we do. Therefore, in all likelihood, our
      management will offer a controlling interest in our company to the owners of
      the
      target business. While the actual terms of a transaction to which we may be
      a
      party cannot be predicted, we expect that the parties to the business
      transaction will find it desirable to avoid the creation of a taxable event
      and
      thereby structure the acquisition in a so-called “tax-free” reorganization under
      Sections 368(a)(1) or 351 of the Internal Revenue Code. In order to obtain
      tax-free treatment under the Internal Revenue Code, the owners of the acquired
      business may need to own 80% or more of the voting stock of the surviving
      entity. As a result, our stockholders, including investors in our initial public
      offering, would retain 20% or less of the issued and outstanding shares of
      the
      surviving entity, which would result in significant dilution in percentage
      of
      ownership of the entity after the combination and may also result in a reduction
      in the net tangible book value per share of our investors. The issuance of
      substantial additional securities and their potential sale into any trading
      market which may develop in our common stock may have a depressive effect on
      our
      trading market. In addition, a majority or all of our directors and officers
      will probably, as part of the terms of the acquisition transaction, resign
      as
      directors and officers.




Our
      management will not actively negotiate or otherwise consent to the purchase
      of
      any portion of their common stock as a condition to or in connection with a
      proposed business combination, unless such a purchase is demanded by the
      principals of the target company as a condition to a merger or acquisition.
      Our
      officers and directors have agreed to this restriction which is based on an
      oral
      understanding between members of our management. Members of our management
      are
      unaware of any circumstances under which such policy, through their own
      initiative, may be changed.


16




The
      structure of the business combination will depend on, among other
      factors:




·
            The
                nature of the target business,




·
            Our
                needs and desires and the needs and desires of the persons controlling
                the
                target business,




·
            The
                management of the target business,
                and




·
            Our
                relative negotiating strength compared to the strength of the persons
                controlling the target business.




We
      will not purchase the assets of any company of which a majority of the
      outstanding capital stock is beneficially owned by one or more of our officers,
      directors, founders or affiliates or associates. Furthermore, we intend to
      adopt
      a procedure whereby a special meeting of our stockholders will be called to
      vote
      upon a business combination with an affiliated entity, and stockholders who
      also
      hold securities of such affiliated entity will be required to vote their shares
      of stock in the same proportion as our publicly held shares are voted. As of
      December 31, 2005, our officers and directors have not approached and have
      not
      been approached by any person or entity with regard to any proposed business
      venture which desires to be acquired by us. If at any time a business
      combination is brought to us by any of our founders, management, or their
      affiliates or associates, disclosure as to this fact will be included in the
      post-effective amendment to the registration statement required by
      Rule 419. This will allow our non-affiliate investors the opportunity to
      evaluate the business combination before voting to reconfirm their
      investment.




**Off-Balance
      Sheet Arrangements**




We
      do not have any off-balance sheet arrangements.




**Employees**




We
      presently have no employees apart from our management. Our President, Chief
      Financial Officer and Secretary are engaged in outside business activities
      and
      they anticipate that they each will devote to our business only between five
      and
      fifteen hours per week until the acquisition of a successful business
      opportunity has been consummated. We expect no significant changes in the number
      of our employees other than such changes, if any, incident to a business
      combination.




**Recent
      Accounting Pronouncements**




We
      have adopted all recently issued accounting pronouncements. The adoption of
      the
      accounting pronouncements is not anticipated to have a material effect on our
      operations.




**Reporting
      Requirements**




We
      intend to comply with the periodic reporting requirements of the Exchange Act
      for so long as we are subject to those requirements, including the filing of
      audited financial statements on Form 8-K upon the completion of a business
      combination resulting in the Company no longer being a “shell company,” as
      defined by Rule 12b-2 of the Securities Exchange Act.




**Item
                7.**
            **Financial
                Statements.**




Our
      audited financial statements are set forth in this Annual Report beginning
      on
      page F-1.


17




**INDEX
      TO ROKWADER, INC.’S AUDITED FINANCIAL
      STATEMENTS**


**Page**Report
                of Independent Registered Public Accounting Firm
            F-2Balance
                Sheet as of December 31, 2006 and 2005
            F-3Statement
                of Operations for the period ended December 31, 2006 and for the
                period
                from March 18, 2005 (Inception) to December 31, 2005
            F-4Statement
                of Stockholders’ Equity for the period ended December 31, 2006 and for the
                period from March 18, 2005 (Inception) to December 31,
                2005
            F-5Statement
                of Cash Flows for the period ended December 31, 2006 and for the
                period
                from March 18, 2005 (Inception) to December 31, 2005
            F-6Notes
                to Financial Statements
            F-7




F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**






Board
      of
      Directors


Rokwader,
      Inc.


Calabasas,
      CA






We
      have
      audited the accompanying balance sheet of Rokwader, Inc. as of December 31,
      2006
      and 2005, the related statements of operations, stockholders' deficit and
      cash flows for the year ended December 31, 2006 and the period from
      inception (March 18, 2005) to December 31, 2005 and the period from inception
      to
      December 31, 2006.  These financial statements are the responsibility of
      the Company's management.  Our responsibility is to express an opinion on
      these financial statements based on our audit.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Rokwader, Inc. at December 31,
      2006 and 2005, and the results of its operations and its cash flows for the
      periods year ended December 31, 2006 and 2005, and period from inception
      (March 18, 2005) to December 31, 2005 and from inception to December
      31, 2006 in conformity with U.S. generally accepted accounting
      principles.





As
      set
      forth in Note 1 to the accompanying financial statements, the company has not
      yet commenced operations and has no source of revenue, and will be dependent
      on
      outside investments to continue for a reasonable period of time. Management’s
      plans are also disclosed in Note 1. These factors raise substantial doubt about
      the Company's ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments to the financial statements that
      might
      be necessary should the Company be unable to continue as a going
      concern.





/s/
      STONEFIELD JOSEPHSON INC.





CERTIFIED
      PUBLIC ACCOUNTANTS





Los
      Angeles, California


February
      7, 2007


F-2




**ROKWADER,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
        SHEET**


**ASSETS**DECEMBER
                  31,
              
              DECEMBER
                  31,2006
              
              2005CURRENT
                  ASSETS:Cash
                  (Note 1)
              
              $
              13,511
              
              $
              981Restricted
                  Cash (Note 1 & 2)
              
              
              126,635
              
              
              -TOTAL
                  CURRENT ASSETS
              
              
              140,146
              
              
              981OTHER
                  ASSETSDeferred
                  Offering Cost (Note 1)
              
              
              94,998
              
              
              89,035TOTAL
                  OTHER ASSETS
              
              
              94,998
              
              
              89,035TOTAL
                  ASSETS
              
              $
              235,144
              
              $
              90,016**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**CURRENT
                  LIABILITIES:Accounts
                  Payable
              
              $
              659
              
              $
              2,006Accrued
                  Expenses
              
              
              60
              
              
              -Loan
                  Payable To Officer (Note 3)
              
              
              120,000
              
              
              15,000Subscription
                  Payable (Note 2)
              
              
              126,635
              
              
              -TOTAL
                  CURRENT LIABILITIES
              
              
              247,354
              
              
              17,006TOTAL
                  LIABILITIES
              
              
              247,354
              
              
              17,006STOCKHOLDERS’
                  DEFICIT:Preferred
                  Stock, $.001 par value, 10,000,000 sharesauthorized,
                  none issued and outstanding
              
              
              -
              
              
              -Common
                  Stock, $.001 par value, 100,000,000 sharesauthorized,
                  1,250,000 shares issued andoutstanding
              
              
              1,250
              
              
              1,250Additional
                  Paid-In Capital
              
              
              99,990
              
              
              99,990(Deficit)
                  Accumulated During Development Stage
              
              
              (113,450
              )
              
              (28,230
              )TOTAL
                  STOCKHOLDERS' DEFICIT (Note 2)
              
              
              (12,210
              )
              
              73,010TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              235,144
              
              $
              90,016


SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-3




**ROKWADER,
        INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF OPERATIONS**


FOR
                  THE PERIOD
              
              FOR
                  THE PERIODFOR
                  THE
              
              FROM
                  MARCH 18, 2005
              
              FROM
                  MARCH 18, 2005YEAR
                  ENDED
              
              (INCEPTION)
              
              (INCEPTION)DECEMBER
                  31, 2006
              
              TO
                  DECEMBER 31, 2005
              
              TO
                  DECEMBER 31, 2006REVENUE
              
              $
              -
              
              $
              -
              
              $
              -EXPENSESGeneral
                  and Administrative
              
              
              85,220
              
              
              28,230
              
              
              113,450NET
                  (LOSS)
              
              $
              (85,220
              )
              $
              (28,230
              )
              $
              (113,450
              )NET
                  (LOSS) PER COMMON SHARE - BASIC
              
              $
              (0.07
              )
              $
              (0.02
              )
              $
              (0.09
              )WEIGHTED
                  AVERAGE NUMBEROF
                  COMMON SHARES OUTSTANDING
              
              
              1,250,000
              
              
              1,250,000
              
              
              1,250,000




SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-4




**ROKWADER,
        INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS' EQUITY**


**FOR
      THE PERIOD FROM MARCH 18, 2005 (INCEPTION) TO DECEMBER 31,
      2006**




(DEFICIT)ACCUMULATEDADDITIONAL
              
              DURINGCOMMON
                  STOCK
              
              PAID-IN
              
              DEVELOPMENTSHARES
              
              AMOUNT
              
              CAPITAL
              
              STAGE
              
              TOTALBALANCE,
                  MARCH 18, 2005
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Sale
                  of Common Stock onMarch
                  30, 2005
              
              
              1,250,000
              
              
              1,250
              
              
              99,990
              
              
              -
              
              
              101,240Net
                  (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (28,230
              )
              
              (28,230
              )BALANCE,
                  DECEMBER 31, 2005
              
              
              1,250,000
              
              
              1,250
              
              
              99,990
              
              
              (28,230
              )
              
              73,010Net
                  (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (85,220
              )
              
              (85,220
              )BALANCE,
                  DECEMBER 31, 2006
              
              
              1,250,000
              
              $
              1,250
              
              $
              99,990
              
              $
              (113,450
              )
              $
              (12,210
              )




SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-5
 
  **ROKWADER,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
          OF CASH FLOWS**
 FOR
                    THE PERIOD FROM
                
                FOR
                    THE PERIODFOR
                    THE
                
                MARCH
                    18, 2005
                
                FROM
                    MARCH 18, 2005YEAR
                    ENDED
                
                (INCEPTION)
                
                (INCEPTION)DECEMBER
                    31, 2006
                
                TO
                    DECEMBER 31, 2005
                
                TO
                    DECEMBER 31, 2006CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    (loss)
                
                $
                (85,220
                )
                $
                (28,230
                )
                $
                (113,450
                )Adjustments
                    to reconcile net loss to net cashprovided
                    (used) by operating activities:Changes
                    in:Accounts
                    payable
                
                
                (1,347
                )
                
                2,006
                
                
                659Accrued
                    expenses
                
                
                60
                
                
                -
                
                
                60Subscription
                    payable
                
                
                126,635
                
                
                -
                
                
                126,635Net
                    Cash Provided (Used) by Operating Activities
                
                
                40,128
                
                
                (26,224
                )
                
                13,904CASH
                    FLOWS FROM FINANCING ACTIVITIES:Issuance
                    of common stock
                
                
                -
                
                
                101,240
                
                
                101,240Increase
                    in deferred offering cost
                
                
                (5,963
                )
                
                (89,035
                )
                
                (94,998
                )Proceeds
                    from issuance of loan payable to officer
                
                
                105,000
                
                
                15,000
                
                
                120,000Increase
                    in restricted cash
                
                
                (126,635
                )
                
                -
                
                
                (126,635
                )Net
                    Cash Provided (Used) by Financing Activities
                
                
                (27,598
                )
                
                27,205
                
                
                (393
                )NET
                    INCREASE IN CASH
                
                
                12,530
                
                
                981
                
                
                13,511CASH
                    AT BEGINNING OF PERIOD
                
                
                981
                
                
                -
                
                
                -CASH
                    AT END OF PERIOD
                
                $
                13,511
                
                $
                981
                
                $
                13,511Cash
                    Paid During the Year for:Interest
                
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                1,647
                
                $
                -
                
                $
                1,647




SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-6


**ROKWADER,
        INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 NOTE
        1 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 HISTORY
 
 ROKWADER,
        INC. (the Company), a development stage company, was organized under the
        laws of
        the State of Delaware on March 18, 2005. The Company is in the development
        stage
        as defined in Financial Accounting Standards Board Statement No. 7. The fiscal
        year end is December 31.
 
 DEVELOPMENT
        STAGE ENTERPRISE
 
 The
        Company is a development stage company as defined by the Financial Accounting
        Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
        No. 7, *Accounting
        and Reporting by Development Stage Enterprises.* The
        Company is devoting substantially all of its present efforts to pursuing
        a
        business combination. All losses accumulated since inception have been
        considered as part of the Company’s development stage activities.
 
 GOING
        CONCERN AND PLAN OF OPERATION
 
 The
        Company’s financial statements have been presented on the basis that it will
        continue as a going concern, which contemplates the realization of assets
        and
        the satisfaction of liabilities in the normal course of business, even though
        the Company has not yet commenced operations. The Company is in the development
        stage and has not earned any revenues from operations to date.
 
 The
        Company is currently devoting its efforts to locating business combination
        candidates. The Company’s ability to continue as a going concern is dependent
        upon its ability to develop additional sources of capital, locate and complete
        a
        business combination with another company, and ultimately, achieve profitable
        operations. The accompanying financial statements do not include any adjustments
        that might result from the outcome of these uncertainties.
 
 DEFERRED
        OFFERING COSTS
 
 Deferred
        offering costs, consisting of legal, accounting and filing fees relating
        to the
        offering will be capitalized. The deferred offering costs will be offset
        against
        offering proceeds in the event the offering is successful. In the event the
        offering is unsuccessful or is abandoned, the deferred offering costs will
        be
        expensed.
 
 INCOME
        TAXES
 
 The
        Company uses the liability method of accounting for income taxes pursuant
        to
        Statement of Financial Accounting Standards (“SFAS”) No. 109, *Accounting
        for Income Taxes* .
        Under
        this method, deferred income taxes are recorded to reflect the tax consequences
        in future years of temporary differences between the tax basis of the assets
        and
        liabilities and their financial amounts at year-end.
 
 For
        federal income tax purposes, substantially all expenses must be deferred
        until
        the Company commences business and then they may be written off over a 60-month
        period. These expenses will not be deducted for tax purposes and will represent
        a deferred tax asset. The Company will provide a valuation allowance in the
        full
        amount of the deferred tax asset since there is no assurance of future taxable
        income. Tax deductible losses can be carried forward for 20 years until
        utilized.
 
 CASH
        AND
        CASH EQUIVALENTS
 
 Cash
        and
        cash equivalents consist primarily of cash in banks and highly liquid
        investments with original maturities of 90 days or less.
 
 F-7
 
 **ROKWADER,
          INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 
 NOTE
        1 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 RESTRICTED
        CASH
 
 The
        balance of $126,635 in the restricted cash account consists of the proceeds
        from
        the Company’s sale of 125,000 registered shares of its common stock for $125,000
        and $1,635 of interest earned on such proceeds as of December 31, 2006. Pursuant
        to Rule 419 of Regulation C, promulgated under the Securities Act of 1933,
        as
        amended, the Company deposited all proceeds of the offering and the shares
        sold
        into an escrow account, as further discussed in note 2.
 
 CONCENTRATIONS
        OF CREDIT RISK
 
 The
        Company maintains all cash in deposit accounts, which at times may exceed
        federally insured limits. The Company has not experienced a loss in such
        accounts.
 
 COMPREHENSIVE
        INCOME (LOSS)
 
 The
        Company has not presented a separate statement of other comprehensive income
        (loss) as there are no such items.
 
 EARNINGS
        PER COMMON SHARE
 
 Basic
        earnings per common share is computed based upon the weighted average number
        of
        common shares outstanding during the period. Diluted earnings per share consists
        of the weighted average number of common shares outstanding plus the dilutive
        effects of options and warrants calculated using the treasury stock method.
        In
        loss periods, dilutive common equivalent shares are excluded as the effect
        would
        be anti-dilutive.
 
 USE
        OF
        ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities, the 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.
        Actual results could differ from those estimates and assumptions.
 
 RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS
 
 The
        Company has adopted all recently issued accounting pronouncements. The adoption
        of the accounting pronouncements is not anticipated to have a material effect
        on
        the operations of the Company.
 
 NOTE
        2 -
        STOCKHOLDERS’ EQUITY
 
 On
        February 1, 2006, the Company completed an initial registered public offering
        of
        its common stock pursuant to the Company's registration statement on Form
        SB−2
        (File No. 333−125314) that the Securities and Exchange Commission declared
        effective on November 2, 2005 (the “Registration Statement”). The Company
        offered and sold 125,000 registered shares of the Company's common stock,
        at a
        price of $1.00 per share. Pursuant to Rule 419 of Regulation C, promulgated
        under the Securities Act of 1933, as amended, the Company deposited all proceeds
        of the offering and the shares sold into an escrow account. The offering
        was
        conducted by the Company's management without the use of an underwriter or
        securities dealer and the Company has not paid and will not pay commissions
        in
        connection with the sale of the shares. The shares sold and the proceeds
        of the
        offering will be held in escrow pending completion of a business combination.
        The Company has until May 2, 2007 to consummate a business combination with
        another entity. If the Company fails to consummate such a combination by
        May 2,
        2007, the escrow will return the funds to the investors, plus any interest
        earned, and will return the shares held to the company for cancellation.
        A ccordingly,
        the $125,000 subject to the withdrawal restrictions has been classified as
        restricted cash, and in accordance with SFAS No. 150, *Accounting
        for Certain Financial Instruments with Characteristics of*
 
 F-8
 
  **ROKWADER,
            INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 NOTE
        2 -
        STOCKHOLDERS’ EQUITY (CONTINUED)
 
 *both
        Liabilities and Equity* ,
        a
        liability has been recorded for the obligation to repay these amounts to
        the
        investors if an acquisition is not consummated. As of December 31, 2006,
        the
        escrowed funds have accrued $1,635 of interest. Each
        investor will have an opportunity to respond to a reconfirmation offer given
        when such a combination is anticipated, included in a post-effective amendment
        to the registration statement, to reconfirm its interest in the offering
        and
        approve the potential business combination or have such investor's funds
        returned, plus any interest earned.
 
 NOTE
        3 -
        RELATED PARTY TRANSACTIONS
 
 As
        of
        December 31, 2006, Yale Farar, President, has loaned the Company $120,000,
        including $23,000 on August 22, 2006 and $20,000 on December 4, 2006. The
        Company used these funds to make payments for its general and administrative
        expenses and deferred offering costs. Pursuant to the terms of the Agreements
        to
        Advance Funds dated September 21, 2005, as amended, the loans are on an
        interest-free basis, documented by promissory notes and payable only upon
        consummation of a merger transaction or Event of Default, as defined by the
        promissory notes.
 
 The
        Company neither owns nor leases any real or personal property. Most office
        services are provided without charge by the president. Such costs are immaterial
        to the financial statements and accordingly, have not been reflected therein.
        The officers and directors of the Company are involved in other business
        activities and may, in the future, become involved in other business
        opportunities, such that they may face a conflict in selecting between the
        Company and their other business interests. The Company has not formulated
        a
        policy for the resolution of such conflicts.
 
 NOTE
        4 -
        INCOME TAXES
 
 The
        current year provision for income taxes includes income taxes currently payable
        and those deferred due to temporary differences between financial statement
        and
        tax basis of assets and liabilities. The provision for income taxes consists
        of
        the following:
 
 Current:Federal
              
              $
              -0-State
              
              
              -0-Deferred:Net
                  change in deferred tax assets:Federal
              
              
              -0-State
              
              
              -0-$
              -0-
 
 As
        of
        December 31, 2006 the Company has incurred $113,000 of start-up expense
        amortizable over 15 years. The Company has recorded a deferred tax asset
        of
        $38,000. As of December 31, 2006 the Company has no history of operations,
        accordingly, the $38,000 tax benefit for the start-up expenses has been offset
        by a $38,000 valuation allowance.
 
 The
        following reconciles the federal statutory income tax rate to the effective
        rate
        of the provision for income taxes.
 
 Federal
                  Statutory Rate
              
              
              34
              %Valuation
                  allowance adjustment
              
              
              (34
              )%Effective
                  Rate
              
              
              0
              %


F-9




**Item
                8.**
            **Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure.**




Not
      applicable.




**Item
                8A.**
            **Controls
                and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**




As
      of
      December 31, 2006, our President (principal executive officer) and our
      Chief Financial Officer performed an evaluation of the effectiveness of and
      the
      operation of our disclosure controls and procedures as defined in Rule
      13a-15 (e) or Rule
      15d-15 (e)
      under the Exchange Act. Based on that evaluation, our President and Chief
      Financial Officer concluded that as of December 31, 2006, our disclosure
      controls and procedures are effective in timely alerting them to material
      information relating to Rokwader, Inc. required to be included in our Exchange
      Act filings and ensuring such information is recorded, processed, summarized
      and
      reported within the time periods specified in Securities and Exchange Commission
      rules and forms.




**Changes
      in Internal Control Over Financial Reporting**




There
      have been no changes in our internal control over financial reporting identified
      in connection with the evaluation required by Rule 13a-15(d) or Rule 15d-15(d)
      under the Exchange Act that occurred during the quarter ended December 31,
      2006 that has materially affected, or is reasonably likely to materially affect,
      our internal control over financial reporting.




**Item
                8B.**
            **Other
                Information.**




Not
      applicable.




**PART
      III**




**Item
                9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act.**




The
      following table provides information concerning our officers and directors.
      All
      directors hold office until the next annual meeting of stockholders or until
      their successors have been elected and qualified. Each of the individuals listed
      in the table constitute “founders” as that term is defined under Rule 405 of the
      Securities Act.




Name
            
            Age
            
            Position
            
            Year
                AppointedYale
                Farar
            
            68
            
            President
                and Director
            
            2005Mitchell
                W. Turk
            
            52
            
            Chief
                Financial Officer, Secretary and Director
            
            2005Gary
                Saderup
            
            56
            
            Director
            
            2005




Yale
      Farar , President and Director, has also been the President and primary
      stockholder of Primario Financial, a secured lender in real estate through
      which
      he holds a California consumer financial license, since April 2003. He is also
      a
      member of the California Association of Mortgage Brokers and the National
      Association of Mortgage Brokers. Mr. Farar has been an active private investor
      for over thirty years, specializing in corporate development. Since April 1996,
      Mr. Farar has also been the manager and principal owner of Brooktide, LLC,
      the
      controlling stockholder of Rokwader. Brooktide, LLC is owned by, and engages
      in
      investment and estate-planning activities for, Mr. Farar and members of his
      family. Neither Primario Financial, nor any other company affiliated with Mr.
      Farar other than Brooktide, LLC, has any relationship with
      Rokwader.




Mitchell
      W. Turk , Chief Financial Officer, Secretary and Director, has been the
      President and CEO of privately-held Certified Components Group, Inc. since
      January 2000. Certified Components Group, Inc. is an independent ISO 9001/2000
      certified electronic component distributor servicing the electronics
      manufacturing industry worldwide, and a founding member of the Electronic
      Resellers Association, Inc. Mr. Turk is also a founding partner in Mitali
      Engineering, a private partnership formed in April 1998, that distributes
      surplus electronic components, and has been an active private investor for
      over
      twenty years.  18




Gary
      Saderup , Director, has been an active artist, publisher and independent
      businessman for over 29 years. Through his company, Gary Saderup, Inc., formed
      in December 1994, Mr. Saderup has sold his work internationally, including
      in
      Japan, Australia, South Africa, the U.K., Germany and Canada, as well as within
      the U.S. Mr. Saderup studied at Brigham Young University, the University of
      Hawaii, and the Art Center College of Design. Mr. Saderup has also previously
      worked as a professional actor and director.




There
      are
      currently no agreements or understandings whereby any officer or director would
      resign at the request of another person.




None
      of
      our officers or directors are acting on behalf of or will act at the direction
      of any other person.


19




**Conflicts
      Of Interest**




Members
      of our management are, and may in the future become, associated with other
      firms
      involved in a range of business activities. Consequently, there are inherent
      potential conflicts of interest in their acting as officers and directors of
      Rokwader. Because the officers and directors are engaged in other business
      activities, they anticipate that they will devote only a limited amount of
      time
      to our affairs.




We
      do not
      currently plan to enter into any related-party transactions other than our
      Agreement to Advance Funds with Mr. Farar, as described in detail in
      Item 12 below. If we do enter into any other related-party transactions in
      the future, any such transactions will be made on an arms-length basis and
      will
      be on terms no more favorable than those given to an unaffiliated third
      party.




Each
      of
      Messrs. Farar, Turk and Saderup will likely in the future become stockholders,
      officers or directors of other companies that may be engaged, or formed for
      the
      purpose of engaging in business activities similar to those to be conducted
      by
      us. Such activities by Messrs. Farar, Turk and/or Saderup could occur before
      we
      identify a target acquisition candidate or begin negotiations
      therefor.




Accordingly,
      additional direct conflicts of interest may arise in the future with respect
      to
      individuals acting on behalf of Rokwader and other entities. Moreover,
      additional conflicts of interest may arise with respect to opportunities that
      come to the attention of these individuals in the performance of their duties.
      Rokwader does not currently have a contractual right of first refusal pertaining
      to opportunities that come to management’s attention where the opportunity may
      relate to Rokwader’s proposed business operations.




Our
      officers and directors are, so long as they remain our officers or directors,
      subject to the restriction that all opportunities contemplated by our plan
      of
      operation that come to their attention, in the performance of their duties
      or in
      any other manner, will be considered opportunities of, and be made available
      to
      us and the other companies that they are affiliated with on an equal basis.
      A
      breach of this requirement will be a breach of the fiduciary duties of the
      officer or director. If we and the companies that the officers and directors
      are
      affiliated with both desire to take advantage of an opportunity, then those
      officers and directors would abstain from voting upon the opportunity. In the
      event there is more than one company seeking a business combination target
      for a
      blank check company and there is insufficient independence among officers and
      directors of the companies, our directors and officers will advocate that the
      company that first filed a registration statement with the Securities and
      Exchange Commission, i.e., Rokwader, Inc., should be entitled to proceed with
      the proposed transaction. In the event officers or directors of Rokwader, Inc.
      become affiliated with a shell company that has not conducted a blank check
      offering and there is insufficient independence among that company and Rokwader
      to choose which of the entities may pursue the opportunity, the choice among
      entities will be determined by the preferences of the target. Directors may
      still individually take advantage of opportunities if we should decline to
      do
      so. Except as set forth above, we have not adopted any other conflict of
      interest policy with respect to those transactions.




**The
      Board of Directors and Committees**





The
      members of our Board are elected for one-year terms, to hold office until the
      next general meeting of stockholders, or until removed from office in accordance
      with our bylaws.





Our
      Board
      does not maintain a separate audit, nominating or compensation committee.
      Functions customarily performed by such committees are performed by the Board
      as
      a whole.





**Compliance
      with Section 16(a) of the Exchange Act**





During
      the year ended December 31, 2006, we did not have a class of equity securities
      registered pursuant to Section 12 of the Exchange Act. Therefore, our officers,
      directors and greater than ten percent stockholders were not required to file
      reports under Section 16(a) of the Exchange Act.





**Code
      of Ethics**




To
      date,
      we have not adopted a Code of Ethics applicable to our principal executive
      officer and principal financial officer because the Company has no meaningful
      operations. The Company does not believe that a formal written code of ethics
      is
      necessary at this time. We expect that the Company will adopt a code of ethics
      if and when the Company successfully completes a business combination that
      results in the acquisition of an on-going business and thereby commences
      operations.  20




**Item
                10.**
            **Executive
                Compensation.**




None
      of
      our officers or directors has received any cash or other remuneration since
      our
      inception. Officers will not receive any remuneration on account of services
      rendered in such capacity. No remuneration of any nature has been or will be
      paid for or on account of services rendered by a director in such capacity.
      None
      of the officers and directors intends to devote more than fifteen hours a week
      to our affairs.




It
      is
      possible that, after we successfully consummate a business combination with
      an
      unaffiliated entity, that entity may desire to employ or retain one or a number
      of members of our management for the purposes of providing services to the
      surviving entity. However, we have adopted a policy whereby the offer of any
      post-transaction employment to members of management will not be a consideration
      in our decision whether to undertake any proposed transaction. Each member
      of
      management has agreed to disclose to the Board of Directors discussions
      concerning possible employment by any entity that proposes to undertake a
      transaction with us and further, to abstain from voting on the transaction.
      Therefore, as a practical matter, if each member of the Board of Directors
      is
      offered employment in any form from any prospective business combination
      candidate, the proposed transaction will not be approved by the Board of
      Directors as a result of the inability of the Board to affirmatively approve
      the
      transaction. The transaction would then be presented to our stockholders for
      approval.




Rokwader
      has not adopted any retirement, pension, profit sharing, stock option or
      insurance programs or other similar programs.




**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters****.**




The
      table
      that follows sets forth certain information regarding the beneficial ownership
      of our common stock as of February 28, 2006, by




·
            each
                person or entity who is known by us to own beneficially more than
                5% of
                our outstanding common stock;




·
            each
                of our executive officers and directors;
                and




·
            all
                of our executive officers and directors as a
                group.




Shares
                of Common Stock
              Beneficially
                OwnedClass
                of
            
            At
                January __, 2007Name
                and Address of Beneficial Owner(1)
            
            Stock
            
            Number
            
            PercentBrooktide,
                LLC(2)
            
            
            Common
            
            
            1,234,500
            
            
            89.8Yale
                Farar(3)
            
            
            Common
            
            
            1,234,500
            
            
            89.8Mitchell
                W. Turk(4)
            
            
            Common
            
            
            8,000
            
            
            0.6Gary
                Saderup(4)
            
            
            Common
            
            
            7,500
            
            
            0.5Executive
                Officers and Directors as a group (3 persons)
            
            
            Common
            
            
            1,250,000
            
            
            90.9





(1)
            The
                address for each person or entity listed on the table other than
                Brooktide, LLC is c/o Rokwader, Inc., 23950 Craftsman Road, Calabasas,
                CA
                91302.(2)
            The
                address for Brooktide, LLC is 2050 Russett Way, Carson City, Nevada
                89703.
                Brooktide, LLC is owned by, and engages in investment and estate-planning
                activities for, Mr. Farar and members of his family.Mr. Farar,
                our President and Director, is the sole Manager of Brooktide, LLC.
                As sole
                Manager, Mr. Farar has voting and investment power over these
                shares.(3)
            Consists
                of the same shares shown in the table as held by Brooktide, LLC.
                See (2)
                above.(4)
            I
                ndividual has sole voting and investment power over
                shares.




Each
      of Messrs. Farar, Turk and Saderup may be deemed “promoters” as that term
      is defined under the Securities Act.





**Change
      in Control**


If
      we
      consummate a business combination, it may result in a change-in-control.
      However, as of the date of this filing, we have not made any arrangements that
      would result in a change-of-control.  21




**Item
                12.**
            **Certain
                Relationships and Related Transactions****.**




On
      March
      30, 2005, our founders purchased an aggregate of 1,250,000 shares of our common
      stock for an aggregate cash consideration of $101,240. No other assets, services
      or other consideration was received by the Company from any of our
      founders.




Nothing
      of value has been paid by the Company to any of our founders.




Mr.
      Farar
      is our President and Director and is the principal owner of Brooktide, LLC,
      a
      Nevada limited liability company which owns 1,234,500 shares of our common
      stock.




Mr.
      Turk
      is our Chief Financial Officer, Secretary and Director and owns 8,000 shares
      of
      our common stock.




Mr.
      Saderup is a Director that is not a member of management and owns 7,500 shares
      of our common stock.




On
      September 21, 2005, Yale Farar, our President, executed an Agreement to
      Advance Funds (the “Advance Agreement”) with us, agreeing to advance any fees
      and expenses relating to our initial public offering in excess of the amounts
      held in treasury, up to $50,000. On November 16, 2005, the Company executed
      a promissory note for $15,000 pursuant to the Advance Agreement, and on January
      4, 2006, the Company executed a promissory note for $27,000 pursuant to the
      Advance Agreement. The Company is using the funds received in connection with
      these notes to make payments for its expenses prior to the consummation of
      a
      business combination, to the extent such expenses are not deferred. Pursuant
      to
      the terms of the Advance Agreement and the promissory notes, these loans are
      on
      an interest-free basis and payable only upon consummation of a merger
      transaction. Upon consummation of a business combination, the proceeds of our
      initial offering will be released from escrow and may be used to repay such
      loans or the Company may seek to have the other party to a consummated merger
      transaction complete the repayment of such loans from other funds.





On
      December 4, 2006, the Company and its President, Yale Farar, executed a Second
      Amendment to the Agreement to Advance Funds dated September 21, 2005, between
      Mr. Farar and the Company (the “Agreement”), which Second Amendment allows the
      Company to direct Mr. Farar to advance up to an additional $50,000 to the
      Company. Pursuant to the Agreement, as previously amended, the Company has
      previously executed promissory notes in favor of Mr. Farar totaling $100,000.
      On
      December 4, 2006, the Company and Mr. Farar executed an additional promissory
      note for $20,000 (the “Note”), bringing the total funds advanced pursuant to the
      Agreement, as amended, to $120,000.





The
      aforementioned notes may be prepaid at any time, without premium or penalty.
      The
      notes are immediately due and payable, without notice or demand, upon or at
      any
      time after the occurrence or existence of any one or more of the “Events of
      Default” listed in the promissory notes.




**Item
                13.**
            **Exhibits.**




**Exhibit**
            
            **Item**3.1
            
            Certificate
                of Incorporation (filed as Exhibit 3.1 to the Company’s registration
                statement on Form SB-2 as filed on May 27, 2005, and incorporated by
                reference herein)3.2
            
            By-Laws
                (filed as Exhibit 3.2 to the Company’s registration statement on
                Form SB-2 as filed on May 27, 2005, and incorporated by reference
                herein)4.1
            
            Specimen
                Certificate of Common Stock (filed as Exhibit 4.1 to the Company’s Amended
                registration statement on Form SB-2 as filed on July 28, 2005, and
                incorporated by reference herein)4.2
            
            Escrow
                Agreement (filed as Exhibit 4.2 to the Company’s Amended registration
                statement on Form SB-2 as filed on July 28, 2005, and incorporated by
                reference herein)4.3
            
            Amendment
                to Escrow Agreement (filed as Exhibit 4.3 to the Company’s Amended
                registration statement on Form SB-2 as filed on July 28, 2005, and
                incorporated by reference herein)4.4
            
            Registration
                Rights Agreement (filed as Exhibit 4.4 to the Company’s registration
                statement on Form SB-2 as filed on May 27, 2005, and incorporated by
                reference herein)10.1
            
            Form
                of Subscription Agreement (filed as Exhibit 10.1 to the Company’s
                registration statement on Form SB-2 as filed on May 27, 2005, and
                incorporated by reference herein)10.2
            
            Agreement
                to Advance Funds by Yale Farar (filed as Exhibit 10.2 to the Company’s
                Amended registration statement on Form SB-2 as filed on September 28,
                2005, and incorporated by reference herein)10.3
            
            Promissory
                Note in the amount of $15,000 dated November 16, 2005 in favor of
                Yale Farar for loan provided in accordance with the Agreement to
                Advance
                Funds ( filed as Exhibit 10.3 to the Company’s Form 10-KSB as filed on
                March 30, 2006, and incorporated by reference herein)10.4
            
            Promissory
                Note in the amount of $27,000 dated January 4, 2006 in favor of Yale
                Farar
                for loan provided in accordance with the Agreement to Advance Funds
                (filed
                as Exhibit 10.4 to the Company’s Form 10-KSB as filed on March 30, 2006,
                and incorporated by reference herein)10.5
            
            Second
                Amendment to the Agreement to Advance Funds dated December 4, 2006
                (filed
                as Exhibit 10.1 to the Company’s Form 8-K as filed on December 4, 2006 and
                incorporated by reference herein.10.6
            
            Promissory
                Note dated December 4, 2006 in favor of Yale Farar (filed as Exhibit
                10.2
                to the Company’s Form 8-K as filed on December 4, 2006 and incorporated by
                reference herein.24.1
            
            Power
                of Attorney (included on signature page).31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002


22




**Item
                14.**
            **Principal
                Accountant Fees and Services****.******




We
      were
      organized on March 18, 2005 and therefore did not retain an auditor or incur
      any
      fees to an auditor during 2004. During the fiscal year ended December 31, 2006,
      we retained Stonefield Josephson, Inc. to provide services as
      follows:




2006
                FeesAudit
                Fees(1)
            
            $
            34,022Tax
                Fees
            
            
            0All
                Other Fees
            
            
            0





(1)
            “Audit
                Fees” consist of fees billed for professional services rendered for the
                audit of our annual financial statements for the year ended December
                31,
                2006 and for the review of our interim financial statements included
                in
                our 2006 quarterly reports and services performed during 2006 (other
                than
                in connection with our public offering) that are normally provided
                by
                Stonefield Josephson, Inc. in connection with statutory and regulatory
                filings or engagements.




**Pre-Approval
      Policy**




From
      inception to date, we have not had an audit committee. Our Board as a whole
      pre−approves all services provided by Stonefield Josephson, Inc. Prior to the
      engagement of Stonefield Josephson, Inc. for any non-audit or non-audit related
      services, the Board must conclude that such services are compatible with
      Stonefield Josephson, Inc.’s independence as our auditors.


23




**SIGNATURES**




In
      accordance with the Section 13 or 15(d) of the Exchange Act, the registrant
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.





**ROKWADER,
                INC.**Date:
                February 7, 2007
            
            /s/
                Yale FararYale
                Farar, President
              (Principal
                Executive Officer)Date:
                February 7, 2007
            
            /s/
                Mitchell W. TurkMitchell
                W. Turk, Chief Financial Officer (Principal Financial and Accounting
                Officer)





**POWER
      OF ATTORNEY**





KNOW
      ALL
      PERSONS BY THESE PRESENTS, that each person whose signature appears below
      constitutes and appoints Yale Farar, his true and lawful attorney-in-fact and
      agent with full power of power substitution and resubstitution, for him and
      in
      his name, place, and stead, in any and all capacities, to sign this Annual
      Report on Form 10-KSB, and to file any and all amendments to this Annual Report
      on Form 10-KSB, and to file the same, with all exhibits thereto, and all
      documents in connection therewith, with Securities and Exchange Commission,
      granting unto said attorney-in-fact and agents, full power and authority to
      do
      and perform each and every act and thing requisite and necessary to be done
      in
      and about the premises, as fully to all intents and purposes as he might or
      could do in person, hereby ratifying and confirming all that said
      attorney-in-fact and agent thereof.





In
      accordance with the Securities Exchange Act of 1934, this report has been signed
      below by the following persons on behalf of the registrant and in the capacities
      and on the dates indicated.





Date:
                February 7, 2007
            
            /s/
                Yale FararYale
                Farar, DirectorDate:
                February 7, 2007
            
            /s/
                Mitchell W. TurkMitchell
                W. Turk, DirectorDate:
                February 7, 2007
            
            /s/
                Gary SaderupGary
                Saderup, Director





24




**EXHIBIT
      INDEX**





**Exhibit**
            
            **Item**3.1
            
            Certificate
                of Incorporation (filed as Exhibit 3.1 to the Company’s registration
                statement on Form SB-2 as filed on May 27, 2005, and incorporated by
                reference herein)3.2
            
            By-Laws
                (filed as Exhibit 3.2 to the Company’s registration statement on
                Form SB-2 as filed on May 27, 2005, and incorporated by reference
                herein)4.1
            
            Specimen
                Certificate of Common Stock (filed as Exhibit 4.1 to the Company’s Amended
                registration statement on Form SB-2 as filed on July 28, 2005, and
                incorporated by reference herein)4.2
            
            Escrow
                Agreement (filed as Exhibit 4.2 to the Company’s Amended registration
                statement on Form SB-2 as filed on July 28, 2005, and incorporated by
                reference herein)4.3
            
            Amendment
                to Escrow Agreement (filed as Exhibit 4.3 to the Company’s Amended
                registration statement on Form SB-2 as filed on July 28, 2005, and
                incorporated by reference herein)4.4
            
            Registration
                Rights Agreement (filed as Exhibit 4.4 to the Company’s registration
                statement on Form SB-2 as filed on May 27, 2005, and incorporated by
                reference herein)10.1
            
            Form
                of Subscription Agreement (filed as Exhibit 10.1 to the Company’s
                registration statement on Form SB-2 as filed on May 27, 2005, and
                incorporated by reference herein)10.2
            
            Agreement
                to Advance Funds by Yale Farar (filed as Exhibit 10.2 to the Company’s
                Amended registration statement on Form SB-2 as filed on September 28,
                2005, and incorporated by reference herein)10.3
            
            Promissory
                Note in the amount of $15,000 dated November 16, 2005 in favor of
                Yale Farar for loan provided in accordance with the Agreement to
                Advance
                Funds ( filed as Exhibit 10.3 to the Company’s Form 10-KSB as filed on
                March 30, 2006, and incorporated by reference herein)10.4
            
            Promissory
                Note in the amount of $27,000 dated January 4, 2006 in favor of Yale
                Farar
                for loan provided in accordance with the Agreement to Advance Funds
                (filed
                as Exhibit 10.4 to the Company’s Form 10-KSB as filed on March 30, 2006,
                and incorporated by reference herein)10.5
            
            Second
                Amendment to the Agreement to Advance Funds dated December 4, 2006
                (filed
                as Exhibit 10.1 to the Company’s Form 8-K as filed on December 4, 2006 and
                incorporated by reference herein.10.6
            
            Promissory
                Note dated December 4, 2006 in favor of Yale Farar (filed as Exhibit
                10.2
                to the Company’s Form 8-K as filed on December 4, 2006 and incorporated by
                reference herein.24.1
            
            Power
                of Attorney (included on signature page).31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302(a) of the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002