**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





FORM
      10-KSB





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year endedDecember
                31, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
                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 o No x





Aggregate
      market value of the voting stock held by non-affiliates: N/A. There is no voting
      stock held by non-affiliates.





Issuer
      revenues for its most recent fiscal year: $6,500.00




Number
      of
      shares outstanding of each of the issuer's classes of common stock at April
      8,
      2008:  Common
      Stock: 1,880,214.




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.
            12Item
                7.
            Consolidated
                Financial Statements.
            15Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure.
            15Item
                8A.
            Controls
                and Procedures.
            15Item
                8B.
            Other
                Information.
            16PART
                III
            
            16Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act.
            16Item
                10.
            Executive
                Compensation.
            18Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.
            19Item
                12.
            Certain
                Relationships and Related Transactions.
            19Item
                13.
            Exhibits.
            20Item
                14.
            Principal
                Accountant Fees and Services.
            21SIGNATURES
            21




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.





Forward-looking
      statements involve risks and uncertainties that could cause actual results
      or
      outcomes to differ materially from those expressed in the forward-looking
      statements. The forward-looking statements contained herein are based on various
      assumptions, many of which are based, in turn, upon further assumptions. Our
      expectations, beliefs and forward-looking statements are expressed in good
      faith
      on the basis of management’s views and assumptions as of the time the statements
      are made, but there can be no assurance that management’s expectations, beliefs
      or projections will result or be achieved or accomplished.





In
      addition to other factors and matters discussed elsewhere herein, the following
      are important factors that, in our view, could cause actual results to differ
      materially from those discussed in the forward-looking statements: technological
      advances, impact of competition, dependence on key personnel and the need to
      attract new management, effectiveness of cost and marketing efforts, acceptances
      of products, ability to expand markets and the availability of capital or other
      funding on terms satisfactory to us. We disclaim any obligation to update
      forward-looking statements to reflect events or circumstances after the date
      hereof.







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 Recent Developments**




We
      were
      organized under the laws of the State of Delaware on March 18, 2005 as a vehicle
      to seek, investigate and, if such investigation warrants, acquire a target
      company or business that primarily desires to seek the perceived advantages
      of a
      publicly-held corporation. We filed a registration statement on Form SB-2 with
      the Securities and Exchange Commission (“SEC”) in order to undertake a public
      offering of 125,000 shares of our common stock at a purchase price of $1.00
      per
      share, which registration statement was declared effective on November 2, 2005.
      We successfully completed the offering and, pursuant to Rule 419 of the
      Securities Act of 1933, as amended, the offering proceeds were placed in an
      escrow account together with the shares of common stock issued in the public
      offering.




In
      April
      2007, when we determined that we would be unable to consummate a business
      combination within the 18 month time period from the date of the effectiveness
      of our registration statement, as required by Rule 419(e) (2) (iv), all funds
      held in escrow were returned to the investors who had purchased common stock
      in
      the offering and the 125,000 shares of common stock held in the escrow account
      were returned to us as treasury stock. A post-effective amendment to the
      registration statement to remove from registration all shares of common stock
      that were sold in the offering and to confirm the withdrawal of the registration
      statement was declared effective by the SEC on April 25, 2007.




On
      April
      23, 2007, Rokwader completed an acquisition of all of the issued and outstanding
      capital stock of Latigo Shore Music, Inc. (“Latigo”). Substantially all of the
      business conducted by Rokwader is through Latigo, its wholly-owned
      subsidiary.




3




**Corporate
      Overview**





In
      February 2007, Latigo purchased a music catalog (the "Catalog") from an
      unaffiliated seller, Ash Street Music.  The Catalog (including copyrights
      and publishing rights) consists of 107 original songs written in whole or
      in part by Andrew Dorff, an adult son of Steve Dorff, a director of the Company
      and President of Latigo.  Other songwriters and their publishing
      designees own the balance of the percentages of these songs.  This is
      standard procedure in the music industry as many songs are collaborations of
      more than one writer.  Other songwriters also sometimes have their own
      publishing designees.  Latigo also has the development rights to two
      master recordings of finished CDs featuring Steve Dorff as a singer,
      entitled *Pacific
      Sunrise* and *You
      Set My Dreams to Music* , which
      have not yet had major distribution.  Steve Dorff and his co-writers of the
      songs retain the copyrights and publishing rights and they will be paid a
      writer's fee and publisher's fee if and when Latigo begins distribution of
      the
      CDs.  Additionally, Latigo has a contract to produce and market a young,
      upcoming singer/songwriter and is currently in production on his first
      recording.




In
      other
      developments, four songs from the Catalog will be used in the
      following:




1. 
      BEST THINGS IN LIFE - recorded by BJ Thomas, is included in the movie 'Jake's
      Corner' and the soundtracks, CD.




2. 
      WHEN THE HERO DIES - recorded by BJ Thomas, is included in the movie 'Jake's
      Corner' and the soundtracks,CD.




3. 
      A GIRL LIKE YOU - recorded by Andrew Dorff, is included in the movie, 'Small
      Town Saturday Night'




4. 
      PARTY AT HOME - is included on a forthcoming CD




Both
      'Jake's Corner' and 'Small Town Saturday Night' are feature films due for
      distribution and release some time in 2008.




Mr.
      Steve
      Dorff has also offered his services non-exclusively as a producer for Latigo's
      music production business and given Latigo a right of first refusal to any
      future productions he may undertake.




**Business
      Strategy**





Latigo
      is
      in the music industry business. Latigo believes emerging technologies and the
      introduction of innovative business relationships in the current market allow
      for a unique opportunity for business expansion. We would act as a conduit
      through selling or leasing recordings of our exclusively signed artists to
      record companies and distributors. In rare cases, should market conditions
      and
      emerging technologies warrant, Latigo would distribute music material for signed
      artists themselves, at their sole discretion. Should the artist also be a
      songwriter, Latigo will acquire a percentage of these copyright interests,
      provided the publishing interests are available.




Latigo’s
      business plan provides for Latigo to produce three or four songs (known as
      a
      demo) for each of its artists, to be paid for by Latigo. The expected cost
      for
      this, per artist, is $10,000-$20,000. This is intended to create enough interest
      that a major music label would pick up the remaining costs and finish the
      project. Revenues for Latigo would initially be realized in the following
      ways:




·
            Negotiated
                royalties for actual sales of the
                recordings.




·
            Publishing
                income on copyrights that we
                acquire.





Latigo’s
      intent is to produce demo recordings for approximately three additional artists
      during its next twelve months of operation, and Latigo would receive an
      approximate 18-24% royalty rate. The artist would typically be compensated
      a
      royalty rate between 12-15%, with Latigo receiving any remaining percentage.
      Any
      financial arrangement would be dependent on the number of albums sold, via
      traditional CD’s or electronic media, and the price arrangement of such
      albums.





Upon
      completion of the demo’s or Master’s, Latigo will offer them to various
      independent labels and distributors with the intention of generating interest
      and securing distribution for their musicians and musical product. Latigo
      intends to secure full distribution agreements, which would include
      manufacturing, distribution, and CD sales.





Latigo
      intends to secure deals with various recording companies that are experienced
      with producing and distributing emerging artists and genres that fall outside
      of
      the traditional reach of the major labels. Due to our limited size and the
      limited potential of our initial offerings, we cannot predict how successful
      our
      efforts will be.





As
      a
      small company we can operate with a creative hands-on approach to the selected
      few composers, songwriters, and artists that we currently promote. The music
      publishing business is primarily an intellectual property business focused
      on
      the exploitation of the song itself. In return for promoting, placing, marketing
      and administrating the songwriter’s creativity, we receive a share of the
      revenues generated from the use of the song(s). We expect that our publishing
      revenue will be derived from four principal sources:





4





·
            Mechanical:
                Latigo, as licensor receives royalties with respect to songs embodied
                in
                recordings sold in any format or configuration, including physical
                recordings (e.g. CD’s, DVD’s, video cassettes), online and wireless
                downloads and mobile phone ringtones.·
            Performance:
                Latigo, as licensor, receives royalties if the song is performed
                publicly
                through broadcast of music on television, radio, cable and satellite,
                live
                concert performances or other venues, such as nightclubs and stage
                theatrical productions.·
            Synchronization:
                Latigo, as licensor, received royalties or fees for the right to
                use the
                song in combination with visual images such as in films or television
                programs, television commercials and videogames.·
            Other:
                Latigo, as licensor, receives royalties from other uses such as in
                toys,
                novelty items and for use in sheet
                music.




**Management
      Experience**





Management
      is confident that their current officers, as well as the consultants and vendors
      they utilize at their discretion, are sufficient to execute the goals of Latigo,
      and operate the business through the initial phase of production and
      marketing.





Steve
      Dorff, the President of Latigo, is a long-time composer and producer. Mr. Dorff
      is a three-time Grammy nominee and has often been on the nation's top music
      charts. His résumé includes nine #1 film songs and 15 Top 10 hits, including the
      Kenny Rogers' classic "Through the Years", a BMI 3 million performance song,
      as
      well as "I Just Fall In Love Again ", the Anne Murray record that captured
      Billboard's #1 Song Of The Year honors. His many songs have been sung by some
      of
      the greatest artists of our time including Barbra Streisand, Celine Dion,
      Whitney Houston, George Strait, Vanessa Williams and others.




Emmy
      Nominee for five television compositions, his credits include such stalwarts
      as
      "Murphy Brown" and "Murder She Wrote". He has also contributed to various
      television series’ like "Growing Pains", "Alien Nation", "Spenser: for Hire",
      "Major Dad", "Columbo", "Reba", and "Rodney".




His
      many
      TV and cable movie credits include the Emmy nominated CBS mini-series "Elvis",
      the Hallmark Hall of Fame "Rose Hill", the animated Christmas classic
      "Annabelle's Wish", "Babe Ruth", "The Quick and The Dead", "Moonshine Highway"
      and "The Defiant Ones". Mr. Dorff’s many movie songs and scores have been
      featured in "Bronco Billy", "Blast from the Past", "Rocky IV", "Pure Country",
      "Tin Cup", "Michael", "Dudley Do-Right", "Dancer, Texas", "The Last Boy Scout",
      "Curly Sue" and "Honky Tonk Man".




Mr.
      Dorff
      currently has two projects that are being developed for the musical theater:
      "Josephine" (The Josephine Baker Story) and "Pure Country" (The
      Musical).




**Industry
      Overview**





Music
      is
      one of the primary entertainment forms of the modern era. The industry is highly
      competitive, based on consumer preferences, and changes rapidly due to consumer
      demand and advancements in technology. To be competitive, companies must be
      able
      to discover and develop artists and talents that have appeal beyond a domestic
      audience. They must also be able to successfully promote and market these acts,
      and maintain strong music publishing catalogues. These catalogues provide for
      lucrative business opportunities that can be exploited year after year, and
      are
      not at the mercy of changing technologies. The top five music consuming
      countries continue to be the United States, England, France, Japan, and Germany.
      After many years of declining sales due to the undercutting of traditional
      CD
      distribution by peer-to-peer networks such as Napster and Kazaa, the industry
      has recently made strong gains in the electronic download market with such
      vectors as iTunes and Rhapsody. In addition various recording companies have
      recently brought lawsuits claiming copyright infringement against these
      peer-to-peer networks. It should also be noted that big box stores such as
      Best
      Buy, Wal-Mart, and Target have significantly affected sales and promotion within
      the industry. In 1994, record stores provided 53% of product, compared to only
      33% in 2004.





As
      stated
      in an article in 2003 by the Recording Industry Association of America, “Music
      is the world’s universal form of communication. It touches every person of every
      culture on the globe to the tune of $40 billion annually, and the U.S. recording
      industry accounts for fully one-third of that world market. It employs thousands
      of people, including singers, musicians, producers, sound engineers, record
      promoters and retail salespersons, to name only a few.”





One
      of
      the industry’s biggest challenges is combating piracy. Music piracy exists in
      two primary forms: digital (which includes illegal downloading and CD-R piracy)
      and industrial:





·
            Digital
                Piracy has grown dramatically, enabled by the increasing penetration
                of
                broadband Internet access and the ubiquity of powerful microprocessors,
                fast optical drives (particularly with writable media, such as CD-R)
                and
                large inexpensive disk storage in personal computers. The combination
                of
                these technologies has allowed consumers to easily, flawlessly and
                almost
                instantaneously make high quality copies of music using a home computer
                by
                “ripping” or converting musical content from CDs into digital files,
                stored on local disks. International Federating of the Phonographic
                Industry (“IFPI”) estimates that almost 20 billion songs were illegally
                downloaded in 2005.




5




·
            Industrial
                Piracy (also called counterfeiting or physical piracy) involves mass
                production of illegal CDs and cassettes in factories. This form of
                piracy
                is largely concentrated in developing regions, and has existed for
                more
                than a decade.





In
      2003,
      the industry launched an intensive campaign to limit piracy that focused on
      four
      key initiatives:





·
            Technological:
                The technological measures against piracy are geared towards degrading
                the
                illegal file sharing process and tracking providers and consumers
                of
                pirated music.·
            Educational:
                Led by Recording Industry Association of America (“RIAA”) and IFPI, the
                industry has launched an aggressive campaign of consumer education
                designed to spread awareness of the illegality of various forms of
                piracy
                through aggressive print and television advertisements.·
            Legal:
                In conjunction with its educational efforts, the industry has taken
                aggressive legal actions against file-sharers and is continuing to
                file
                industrial pirates.·
            Development
                of online and mobile alternatives: Most of the companies in the music
                industry believe that the development and success of legitimate digital
                music channels will be an important driver of recorded music sales
                going
                forward, as they represent both an incremental revenue stream and
                a
                potential inhibitor of piracy. The music industry has been encouraged
                by
                the recent proliferation and early success of legitimate digital
                music
                distribution options. We agree that these legitimate online distribution
                channels offer several advantages to illegal peer-to-peer networks,
                including greater ease of use, higher quality and more consistent
                music
                product, faster downloading, better search capabilities and seamless
                integration with portable digital music
                players.





These
      efforts are incremental to the long standing push by organizations such as
      IFPI
      to curb industrial piracy around the world. In addition to these actions, the
      music industry is increasingly coordinating with other similarly impacted
      industries (such as software and filmed entertainment) to combat
      piracy.





The
      music
      publishing market has proven to be more resilient than the recorded music market
      in recent years as revenue streams other than mechanical royalties are largely
      unaffected by piracy, and are benefiting from additional sources of income
      from
      digital exploitation of music in downloads and mobile phone ringtones. The
      worldwide music publishing market was estimated to have generated approximately
      $3.6 billion in revenues in 2004 according to figures contained in the March
      2,
      2005 issue of *Music
      & Copyright.*





In
      addition, we have the opportunity to generate significant value by the
      acquisition of small publishers by extracting cost savings (as acquired
      libraries can be administered with little or no incremental cost) and by
      increasing revenues through more aggressive marketing efforts.




Competition




We
      encounter intense competition in our business. The competition is experienced,
      competent and they have far greater financial and marketing resources than
      we
      do. Our ability to compete effectively may be adversely affected by the ability
      of these competitors to devote greater resources to the development, sales
      and
      marketing of their services and artists than are available to us.




Almost
      all of our competitors offer a wider range of services and have greater name
      recognition and more extensive artist base and marketing outlets for their
      products that Rokwader. We compete with other well known music companies and
      music publishers to identify and sign new artists and songwriters. In addition,
      our competitors may from time to time reduce their prices in an effort to expand
      market share and introduce new services, or improve the quality of their
      products or services. Our music publishing business competes not only with
      other
      music publishing companies, but also with songwriters who publish their own
      works. We are also highly dependent on securing artists that appeal to the
      music
      buying customers, and the competition with other music companies for such talent
      is intense.




We
      also
      anticipate significant competition from other recording companies, most of
      which
      have substantial financial, technical, marketing, and management resources.
      This
      has created a greater degree of difficulty in securing proven artists and
      acquiring musical works by well-known artists in ways that are economically
      viable. Due to the continuing limitation of platforms for their artists, there
      is no guarantee the various music companies like Latigo can successfully compete
      with in the music business marketplace.





Employees




As
      of the
      date of this Report, the Company has four employees who serve as officers and
      directors. Three of the employees are part time and receive no compensation
      nor
      is any compensation accruing. In April 2007, Mr. Dorff, Latigo’s President,
      Secretary, and Chief Financial Officer, and a Director of the Company, entered
      into an employment agreement with Latigo. Under the terms of the agreement,
      and
      for a period of two years, Mr. Dorff will provide Latigo, on a non-exclusive
      basis, services for the exploitation of musical compositions owned or controlled
      by Latigo and for the operation of an artist development production company.
      Nothing shall prevent Mr. Dorff from working independently from Latigo as a
      producer of musical scores for television and film, and providing his services
      as a record producer for recording artists signed to other record labels. Mr.
      Dorff will be paid a performance based compensation of 38% of all income earned
      by Latigo from the results of Mr. Dorff’s employee services less all operating
      expenses, including general and administrative expenses, incurred by
      Latigo.




6




**RISK
      FACTORS**




An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. Readers are encouraged to review these risks carefully before
      making any investment decision.




**Concentration
      of ownership will allow one shareholder to control Rokwader’s
      business**




The
      President and largest shareholder of Rokwader currently owns approximately
      90%
      of the outstanding stock of Rokwader. As a result, this shareholder will be
      able
      to exercise control over virtually all matters requiring shareholder approval,
      including the election of directors and approval of significant corporation
      transactions. Thus, the present management will be able to maintain their
      positions as Directors and effectively operate Rokwader’s business, regardless
      of other investors’ preferences.




**Only
      one of our directors has any previous experience launching and operating a
      music/entertainment company, and our officers and directors have only limited
      experience in the management of start-up companies such as
      Latigo.**





Other
      than Steve Dorff our officers and directors have no previous experience
      launching and operating a music/entertainment company, such as Rokwader and
      its
      Latigo subsidiary, although Mr. Farar and Mr. Saderup have experience
      investing in and managing non-operating, or shell, companies and in coordinating
      and closing business combinations. They have only limited experience in
      establishing and growing a startup company such as Rokwader and its subsidiary,
      Latigo. As a result, we will be relying heavily on the experience and business
      acumen of Steve Dorff to establish an effective business strategy for our future
      music/entertainment operations.





**As
      we have only a short operating history, minimal revenue and only minimal assets,
      there is a risk that we will be unable to continue as a going
      concern.**




We
      have
      had only a short operating history and minimal revenues from operations since
      inception. We have no significant assets or financial resources. We have
      sustained operating losses since inception and such losses are expected to
      increase as we incur increasing expenses to establish and grow our business.
      This has caused our accountants to include a “going concern” explanation in
      their Report dated April 11, 2008. While we believe Latigo’s business offers
      reasonable profit and growth potential, we cannot assure you that Latigo’s
      business will be profitable or successful. The results of Latigo’s business will
      determine the results of Rokwader’s business.





**There
      may be an absence of a trading market, which would eliminate or adversely impact
      your ability to sell your shares.**




There
      currently is no trading market for our stock and the Company has no plans to
      develop a trading market until it can register its common stock in a public
      offering. There is no assurance that the Company will be successful in
      registering its common stock, or is there any assurance that even if the common
      stock is registered, a public market will ever develop. You will likely not
      be
      able to sell your securities if a regular trading market for our securities
      does
      not develop and we cannot predict the extent, if any, to which investor interest
      will lead to the development of a viable trading market in our
      shares.




**The
      music and entertainment business is highly speculative and there is a consequent
      risk of loss of your investment.**




The
      success of Rokwader’s plan of operation will depend to a great extent on the
      operations, financial condition and management of its sole subsidiary Latigo.
      Latigo does not have an established operating history. The music and
      entertainment industry is a very speculative one with changing trends, music
      and
      movie themes, contemporary issues, age and gender preferences and other factors
      determining the success or failure of various types of music, theatre and
      movies. Consequently, there is no assurance that the interest in the musical
      catalogue or master recordings currently owned by Latigo will find a significant
      audience or be commercial successes. Consequently, the success of our operations
      will be dependent upon management of Latigo’s business and numerous other
      factors beyond our control.





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




Assuming
      the successful completion of an “earn-out”, up to 200,000 additional shares of
      our common stock may be issued in connection with our acquisition of Latigo.
      Additional offerings will likely have to be made in the future to raise capital
      to meet operating 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. An incr ease
      in
      the number of our shares from these events or others may result in a decrease
      of
      the future potential market price for our common stock and will dilute the
      ownership interest of current shareholders.





**Shares
      eligible for future sale under Rule 144 may adversely affect the market for
      our
      securities.**




As
      of
      December 31, 2007 our stockholders held 1,880,214 shares of our common stock.
      From time to time, certain of our stockholders who hold restricted securities
      may be eligible to sell all or some of their shares of common stock by means
      of
      ordinary brokerage transactions in the open market pursuant to Rule 144,
      promulgated under the Securities Act of 1933, subject to certain limitations.
      Although current stockholders have no current intention or ability to sell
      their
      shares, any substantial sales by holders of our common stock in the future
      pursuant to Rule 144 may have a material adverse affect on the market price
      of
      our securities.




7




**We
      will incur increased costs and may have difficulty attracting and retaining
      qualified directors and executive officers as a result of being a public
      company.**




As
      a
      public company, we will incur significant legal, accounting, reporting and
      other
      expenses that we did not incur as a private company. We also anticipate that
      we
      will incur costs associated with recently adopted corporate governance
      requirements, including requirements under the Sarbanes-Oxley Act of 2002 as
      well as new rules implemented by the Securities and Exchange Commission. We
      expect these rules and regulations to increase our legal and financial
      compliance costs and to make some activities more time-consuming and costly.
      We
      also expect these new rules and regulations may make it more difficult and
      more
      expensive for us to obtain director and officer liability insurance, and we
      may
      be required to accept reduced policy limits and coverage. As a result, we may
      experience difficulty attracting and retaining qualified individuals to serve
      on
      our board of directors or as executive officers. We cannot predict or estimate
      the amount of additional costs we may incur as a result of these requirements
      or
      when such costs may be incurred.





**Latigo
      is a newly formed company with no operating history which makes its future
      operations speculative**




Latigo
      was incorporated in December 2006 when it commenced its business. Consequently,
      Latigo is a newly formed company with only limited operations. In the absence
      of
      any historical operations, future operations are difficult to predict.
      Additionally, Latigo may incur significant start-up costs in connection with
      marketing its current music inventory or current and future music and musical
      artists, and will have limited working capital to use for such efforts. There
      can be no assurance Latigo will achieve its planned marketing goals on a timely
      basis, if at all, or manage its growth effectively. Failure to expand or manage
      its growth, including failure to generate revenues to fund future working
      capital needs, could have a material adverse effect on Latigo's and Rokwader’s
      financial condition and results of operations.




**Our
      limited assets and the lack of revenues raise doubt about our ability to carry
      on business operations.**




Rokwader
      has not yet generated revenues from operations. Consequently, we had a net
      loss
      of $85,220 for the year ended December 31, 2006 and $286,207 for the year ended
      December 31, 2007.  As of December 31, 2007, we had a working capital
      deficit of $52,624 and $37,745 of cash available. The current cash resources
      may
      not be sufficient to satisfy the cash requirements of Latigo over the next
      12
      months.





Our
      ability to continue operations is dependent upon our ability to successfully
      establish our business and secure additional funding sources.  To date, our
      principal stockholder has invested necessary capital to fund our current
      operations. Additional financing may not be available to us on favorable terms,
      if at all.  Furthermore, the proceeds from the IPO Offering will not be
      sufficient to fund our long term capital needs.





Due
      to
      our continuing losses from business operations, our independent auditor’s report
      dated April 11, 2008, includes a “going concern” explanation relating to the
      fact that our continued operations are dependent upon obtaining additional
      working capital either through significantly increasing revenues or through
      outside financing. We are currently operating with limited cash reserves and
      no
      revenues which could inhibit our ability to continue in business or achieve
      our
      business objectives.





**We
      will lack business diversification, as we will only be operating one business
      in
      one industry the music/entertainment industry, which makes us subject to all
      the
      risks and uncertainties of that industry.**




Latigo
      is
      our sole operating business. Accordingly, the prospects for our success will
      be
      entirely dependent upon the future performance of a single business in the
      music/entertainment industry. Unlike other entities with resources to consummate
      several business combinations or entities operating in multiple industries,
      we
      do not expect to have the resources to diversify our operations or benefit
      from
      the possible spreading of risks or offsetting of losses. Consequently, our
      business will be subject to the variable and speculative nature of the
      music/entertainment business. There is no assurance that our musical inventory,
      theatrical productions or future artists will achieve a commercially viable
      audience.




**If
      we do not properly respond to changes in entertainment preferences, services
      and
      music that characterize the music/entertainment industry or the markets we
      will
      serve, our revenues may be reduced.**




The
      music
      industry is subject to change in audience preferences, evolving industry
      standards and the emergence of new media technologies. We may not have the
      resources to produce music and entertainment that is in public demand at any
      particular time or to acquire or gain access to new technologies or to introduce
      new services that could compete with these new media and entertainment delivery
      technologies. Our inability to properly respond to changes in music technology,
      services and standards, which characterize our industry, would adversely affect
      our business operations and revenue generation.





8




**We
      will require substantial investment to develop and promote any music recordings
      we currently own, may develop or acquire and if we fail to raise sufficient
      capital to support and fund our expanding marketing and music development
      operations, our business plan may not be fully realized.**




We
      are in
      effect a new company, in the development stage, launching a business model
      within the music industry. We will require additional capital in order to
      acquire, develop, and distribute new music products, to pay for marketing
      efforts and fund our growth. In addition, we will need to adequately capitalize
      the development of each new artist and we may be required to spend
      greater-than-anticipated funds if unforeseen difficulties arise in the course
      of
      these or other aspects of our business. As a consequence, we will be required
      to
      raise additional capital through public or private equity or debt financings,
      collaborative relationships, bank financing or other arrangements. We cannot
      assure you that such additional capital will be available on terms acceptable
      to
      us, if at all. Any additional equity financing is expected to be dilutive to
      our
      stockholders, and debt financing, if available, may involve restrictive
      covenants and increased interest costs. While we anticipate that our current
      shareholders will continue to fund our operating expenses if necessary, there
      is
      no assurance that this will continue to be the case. Our inability to obtain
      sufficient financing may require us to delay, scale back or eliminate some
      or
      all of our music development and distribution programs or to limit the operation
      or marketing of our music products. This could have a material and adverse
      effect on our business.




**There
      is intense competition in Latigo's industry which may adversely affect the
      business operations of, and your investment in, Rokwader.**




There
      are
      numerous competitors in the music industry in which Latigo is currently involved
      or in which it intends to enter, most of which have developed product lines,
      strong marketing systems and established customer followings. In almost all
      cases, Latigo's competitors have far greater financial and other resources.
      Latigo also expects competition to increase in the future due to evolving media
      technologies which are reducing the barriers to entry into the music and video
      industries. Increased competition is likely to result in price reductions,
      reduced gross margins and loss of market share, any of which could harm Latigo's
      net revenue and results of operations. Latigo competes or will potentially
      compete with a variety of entertainment and music companies, most of which
      have
      operated for a longer period of time and have significantly greater financial,
      technical, marketing and other resources. Some of these competitors have
      established relationships with leading record labels. These competitors include
      national and independent record distributors, none of which has any existing
      relationship with Latigo. Further, Latigo may face a significant competitive
      challenge from alliances entered into between and among its competitors, as
      well
      as from larger competitors created through industry consolidation.




**Efforts
      to protect intellectual property or the alleged misuse of the intellectual
      property of others may cause Latigo to become involved in costly and lengthy
      litigation which could divert needed resources away from its
      operations.**




Latigo's
      success depends in part on its ability to obtain and preserve copyright,
      trademark and other intellectual property rights, in connection with its music
      inventory, and services. Latigo currently has trademark or copyright protection
      relating to its musical catalog and may seek such protections with respect
      to
      other music or to its trade logos. The process of seeking trademark and
      copyright protection can be time consuming and expensive and no assurances
      can
      be given that (i) copyrights or trademarks applied for in the future will
      actually be issued, (ii) new copyrights will be sufficient in scope to provide
      meaningful protection or any commercial advantage or (iii) others will not
      independently develop similar products or design around any copyrights Latigo
      is
      issued. If Latigo fails to protect its intellectual property from infringement,
      other companies may offer competitive products. Protection of our intellectual
      property if such should become necessary could result in costly and lengthy
      litigation, diverting resources which would otherwise be dedicated to operating
      the business.





**The
      recorded music industry has been declining and may continue to decline which
      may
      adversely affect our prospects and results of operations.**




Since
      1999 the recorded music industry has been unstable, which has adversely affected
      our operating results. The industry-wide decline can be attributed primarily
      to
      digital piracy. Other reasons for this decline are the bankruptcies of record
      retailers and wholesalers, growing competition for consumer discretionary
      spending and retail shelf space, and the maturation of the CD format, which
      has
      slowed the historical growth pattern of recorded music sales. While CD sales
      still generate most of the recorded music revenues, CD sales continue to decline
      industry-wide and we expect that trend to continue. While new formats for
      selling recorded music product have been created, including the legal
      downloading of digital music using the Internet, DVD-Audio formats and the
      distribution of music on mobile devices, significant revenue streams from these
      new formats are just beginning to emerge. The recorded music industry
      performance may continue to negatively impact our operating results. In
      addition, a declining recorded music industry could continue to have an adverse
      impact on the music publishing business. This is because our music publishing
      business intends to generate a portion of its revenues from mechanical royalties
      received from the sales of music in recorded music formats such as the CD.
      The
      industry may continue to decline. In addition, there can be no assurances as
      to
      the timing or the extent of any improvement in the industry.





9




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





Our
      corporate and operational offices are located at 23950 Craftsman Road,
      Calabasas, CA 91302, where we lease office space. From inception until the
      present time the office rent was provided by our chief financial officer,
      Mitchell Turk, at no costs to us. In addition, music studio facilities are
      provided to us at no cost by Mr. Dorff, a director and President of Latigo.
      We
      believe these spaces are currently adequate and plans to move to expanded office
      space are contingent upon raising additional capital, increasing revenues and
      the hiring of additional employees.





**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, 2007.





**PART
      II**





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





**Market
      Information**




There
      is
      no public trading market for our common stock and a regular trading market
      may
      not develop, or if developed, may not be sustained. Unless and until a trading
      market exists, a stockholder in all likelihood will not be able to resell his
      or
      her securities should he or she desire to do so. We have no current proposals,
      arrangements, or understandings with any person with regard to the development
      of a trading market in our common stock.




The
      process for listing a company's shares for trading on the OTCBB is a lengthy
      one. The process requires a market maker to file a listing application with
      the
      NASD on our behalf. The application is reviewed by the NASD and may or may
      not
      be approved. The process of seeking OTCBB listing can take 60 days or more
      to
      complete and any listing is contingent on the NASD approving our application.
      If
      our application is approved, the NASD will assign us a trading symbol which
      will
      then become listed and quoted on the OTCBB. Being listed on the OTCBB will
      facilitate buyers and sellers to consummate purchases and sales of our stock
      as
      well as allowing the market price to adjust to reflect current valuations of
      our
      business. Currently, we do not anticipate engaging a market maker to initiate
      the OTCBB listing application until we complete a registered offering of our
      common stock.





**Penny
      Stock Considerations**




If
      and
      when our common stock begins to trade, it will be most likely be deemed to
      be
      "penny stock" as that term is generally defined in the Securities Exchange
      Act
      of 1934 to mean equity securities with a price of less than $5.00. Our shares
      thus will be subject to rules that impose sales practice and disclosure
      requirements on broker-dealers who engage in certain transactions involving
      a
      penny stock.




Under
      the
      penny stock regulations, a broker-dealer selling a penny stock to anyone other
      than an established customer or accredited investor must make a special
      suitability determination regarding the purchaser and must receive the
      purchaser's written consent to the transaction prior to the sale, unless the
      broker-dealer is otherwise exempt. Generally, an individual with a net worth
      in
      excess of $1,000,000 or annual income exceeding $100,000 individually or
      $300,000 together with his or her spouse is considered an accredited investor.
      In addition, under the penny stock regulations the broker-dealer is required
      to:




l
            Deliver,
                prior to any transaction involving a penny stock, a disclosure schedule
                prepared by the SEC relating to the penny stock market, unless the
                broker-dealer or the transaction is otherwise
                exempt;




l
            Disclose
                commissions payable to the broker-dealer and our registered
                representatives and current bid and offer quotations for the
                securities;




l
            Send
                monthly statements disclosing recent price information pertaining
                to the
                penny stock held in a customer's account, the account's value and
                information regarding the limited market in penny stocks;
                and




l
            Make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser's written
                agreement
                to the transaction, prior to conducting any penny stock transaction
                in the
                customer's account.




10




Because
      of these regulations, broker-dealers may encounter difficulties in their attempt
      to buy or sell shares of our common stock, which may affect the ability of
      selling stockholders or other holders to sell their shares in the secondary
      market and have the effect of reducing the level of trading activity in the
      secondary market. These additional sales practice and disclosure requirements
      could impede the sale of our common stock even if our common stock becomes
      publicly traded. In addition, the liquidity for our common stock may be
      decreased, with a corresponding decrease in the price of our common stock.
      Our
      shares are likely to be subject to such penny stock rules for the foreseeable
      future.




**Common
      Stock Currently Outstanding**




As
      of
      December 31, 2007, all of our currently outstanding shares (1,880,214) consist
      of restricted common stock. Of this amount 775,714 shares are eligible for
      resale pursuant to Rule 144 of the Securities Act. We have no plans or
      commitments to register shares on behalf of any of our stockholder in the
      future.





**Holders**




As
      of the
      date of this Report, we had five stockholders of record of our common
      stock.





**Dividends**




We
      have
      not declared any cash dividends on our common stock since our inception and
      do
      not anticipate paying any dividends in the foreseeable future. We plan to retain
      future earnings, if any, for use in our business. Any decisions as to future
      payments of dividends will depend on our earnings and financial position and
      such other facts, as the Board of Directors deems relevant.





**Reports
      to Stockholders**




We
      are
      currently subject to the information and reporting requirements of the
      Securities Exchange Act of 1934 and will continue to file periodic reports,
      and
      other information with the SEC. We intend to send annual reports to our
      stockholders containing audited financial statements.





**Transfer
      Agent**




Computershare
      Trust Company, Inc., located at 350 Indiana Street, Suite 800, Golden, Colorado
      80401 is the registrar and transfer agent for our common stock.




**Recent
      Sales of Unregistered Securities**




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 beneficial owner of
      Brooktide, LLC, a Nevada limited liability company which owns 1,690,214 shares
      of our common stock.




On
      August
      16, 2007 the Company issued 104,500 shares of its common stock to three of
      its
      directors and one outside contractor for services rendered to the Company.
      In
      addition, on August 16, 2007, the Registrant issued 1,000,000 shares of its
      common stock to Brooktide, LLC, in full satisfaction of $280,000 plus interest
      owed to Brooktide, LLC. The $280,000 owed to Brooktide, LLC was comprised of
      the
      $170,000 loan to the Company pursuant to the Agreement to Advance Funds dated
      September 21, 2005, and amendments thereto, and a $110,000 loan to the Company
      in accordance with a 6% Subordinated Convertible Promissory Note.





On
      September 26, 2007, in order to provide a fair and reasonable percentage in
      ownership of the Company and a fair and reasonable share price for potential
      future investors, the Company adjusted its capitalization. The Company received,
      from Brooktide, LLC, 544,286 shares of common stock for cancellation. The
      Company cancelled and returned the shares of common stock to authorized but
      unissued status.





All
      of
      the individuals and entities receiving the Company’s common stock are
“accredited” investors. The shares of common stock are all restricted shares and
      the stock certificates have been affixed with a legend restricting sales and
      transfers. The Registrant issued the common stock pursuant to certain exemptions
      from registration provided by Rule 506 of Regulation D and Section 4(2) and
      Section 4(6) of the Securities Act of 1933, as amended.





On
      November 13, 2007, Brooktide, LLC, loaned the Company $75,000, pursuant to
      a 6%
      convertible promissory note. The note is a demand note and may be prepaid at
      any
      time, without premium or penalty. The Note can be converted by the holder into
      common stock of the Company at an initial conversion price of $0.375 per
      share.





11





**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.*





**Plan
      of Operations**




Prior
      to
      the completion of the acquisition of Latigo Shore Music, Inc., a Delaware
      corporation, (Latigo), Rokwader, Inc. (Rokwader) was a public “shell” company
      with nominal assets whose sole business was to identify, evaluate, and
      investigate various companies to acquire or with which to merge. Upon
      consummation of the transaction with Latigo, Rokwader’s business became the
      business of Latigo, which is Rokwader’s sole operating subsidiary. Our principal
      business objective for the next 12 months will be to achieve long-term growth
      through Latigo.





On
      February 1, 2006, Rokwader completed an initial registered public offering
      of
      its common stock pursuant to Rokwader'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”). Rokwader offered
      and sold 125,000 registered shares of its 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, Rokwader deposited all proceeds of the offering and
      the
      shares sold into an escrow account. Rokwader’s management, without the use of an
      underwriter or securities dealer, conducted the offering and Rokwader 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 were held in escrow pending
      completion of a business combination. Rokwader had until May 2, 2007 to
      consummate a business combination with another entity. On April 10, 2007,
      Rokwader returned these funds to the investors, including interest, as
      management determined that a qualifying business combination would not occur
      by
      May 2, 2007. Because an acquisition was not timely completed and all of the
      proceeds from the offering were returned to the investors, Rokwader has
      written-off all of its deferred offering costs.





Rokwader
      completed the acquisition of all of the issued and outstanding capital stock
      of
      Latigo on April 23, 2007. The acquisition was effected pursuant to the terms
      of
      a Revised Securities Exchange Agreement entered into on April 20, 2007, by
      and
      between Rokwader, Latigo and Mr. Steve Dorff, the sole shareholder of Latigo.
      Pursuant to the terms of the Agreement, Rokwader acquired all of the outstanding
      shares of capital stock of Latigo for 70,000 shares of Rokwader common stock
      (aggregating approximately 5.3% of its issued and outstanding common stock),
      valued at $1.00 per share, plus a promissory note in the amount of $30,000.
      The
      valuation of the per share value of the Company’s common stock was determined
      contemporaneously by the Board of Directors and the negotiations with Latigo.
      The last shares issued by the Company, prior to the Latigo acquisition, were
      at
      $1.00 per share. An independent appraisal set forth the value of Latigo at
      $100,000 and that was the price paid by the Company. The note, which was due
      and
      payable within 30 days from the closing, was paid on April 27, 2008. Mr. Dorff
      will also be entitled to receive up to an additional 200,000 shares of Rokwader
      common stock from the date of closing through December 31, 2008, pursuant to
      an
      earn-out provision in the Agreement. To receive the full earn-out, the Company’s
      pre-tax profits must exceed $2,000,000. Compensation expense will be recognized
      based on the number of shares issued and the share value at the time of
      issuance.





Latigo’s
      primary activity is the development of a production company for the purpose
      of
      creating viable entertainment assets. One of Latigo’s major functions will be to
      discover new musical talent. With the new talent, Latigo can make Master quality
      recordings and function as a conduit either selling or leasing such recordings
      to major record companies and distributors. Latigo would pay the costs of
      producing three or four songs per artist, garnering enough interest to then
      have
      a major label pick up the remaining costs to finish the project. Latigo has
      recently signed its first artist, a singer/songwriter, for which it has already
      completed demos and has begun presenting the demos to interested record
      companies.





Latigo
      is
      also interested in acquiring music catalogues. Latigo acquired a 50% interest
      in
      its first music catalogue consisting of 107 songs. Latigo hopes to be able
      to
      receive publishing fees on the copyrights as other singers, movies, television,
      or other theatrical outlets utilize the songs in the catalogue.





12




Latigo’s
      initial period from inception (November 2, 2006) through December 31, 2006
      reflects minimal business activities. For the first month Latigo worked on
      its
      business model and began negotiating for musical assets, music catalogues and
      new musical talent. On January 19 and 25, 2007 Latigo acquired two Master
      Recordings from its founder, Mr. Dorff, and a 50% interest in a 107 song music
      catalogue, respectively. In early February 2007, Latigo signed a new musical
      talent, a singer/songwriter. Latigo will produce demo recordings and attempt
      to
      get a recording agreement with a larger record company for that
      singer/songwriter. During the quarter ended June 30, 2007, three of the titles
      from the Latigo catalog, “When The Hero Dies”, “The Best Things In Life”, and
“More Than Ever” have been recorded by legacy artist BJ Thomas for inclusion in
      the upcoming film “Jake’s Corner”. The movie should be released in the latter
      part of 2008. Although there is no assurance, the Company believes that there
      could be a soundtrack CD, containing the Company’s three songs, released in
      conjunction with the release of the movie.




Latigo’s
      expenses associated with its business through December 31, 2007, were $45,277.
      Mr. Dorff has a fully equipped recording studio where Master Recordings and
      demos can be produced. From the current interest in Mr. Dorff’s recordings and
      in the 107 song musical catalogue, Latigo projects revenues to commence in
      the
      latter part of 2008.




During
      the years ended December 31, 2007 and 2006, the Company had revenues of $6,500
      and zero, respectively. During the years ended December 31, 2007 and 2006,
      the
      Company incurred net losses of $(286,207) and $(85,220), respectively. As of
      December 31, 2007, the Company had stockholders’ equity of $83,666. As of
      December 31, 2006, the Company had stockholders’ deficit of
      $(12,210).





**Costs
      and Resources**





During
      the year ended December 31, 2007, our costs related to filing of Exchange Act
      reports were $99,410. We anticipate our costs for filing such reports for the
      year ending December 31, 2008 will be approximately $95,000. We believe we
      will
      be able to meet these costs through current monies in our treasury ($37,745
      as
      of December 31, 2007), additional amounts loaned to us by our President, Mr.
      Yale Farar and amounts loaned to us by Brooktide, LLC., a company controlled
      by
      Mr. Farar, deferral of fees by certain service providers, if necessary, and
      revenues from operations. On February 23, 2007, Rokwader and Mr. Farar, executed
      a promissory note issued pursuant to the terms of the Agreement to Advance
      Funds
      entered into by and between Rokwader and Mr. Farar and dated September 21,
      2005
      (the “Agreement”), the Amended Agreement to Advance Funds entered into by and
      between Rokwader and Mr. Farar dated May 10, 2006 (the “Amended Agreement”), and
      the Second Amended Agreement to Advance Funds entered into by and between
      Rokwader and Mr. Farar and dated December 4, 2006. The promissory note directed
      Mr. Farar to advance up to an additional $50,000 to Rokwader.   On April
      26, 2007, Mr. Farar, loaned Rokwader an additional $110,000 in accordance with
      a
      6% Subordinated Convertible Promissory Note (“Note”) executed by Rokwader,
      bringing the total funds advanced by Mr. Farar to $280,000. On August 16, 2007,
      the Company issued 1,000,000 shares of its common stock to Brooktide, LLC (a
      company controlled by Mr. Yale Farar) in full satisfaction of $280,000 plus
      interest owed to Mr. Farar at that time. On November 13, 2007, Brooktide, LLC,
      loaned the Company $75,000, pursuant to a 6% convertible promissory note. The
      note is a demand note and may be prepaid at any time, without premium or
      penalty. The Note can be converted by the holder into common stock of the
      Company at an initial conversion price of $0.375 per share.





The
      valuation of the per share value of the Company’s common stock was determined
      contemporaneously by the Board of Directors, in its best judgement. Significant
      factors and assumptions used in determining the Company’s fair value of its
      common stock include, future prospects for business, economic conditions of
      the
      music industry, debt restructuring, availability of capital resources, and
      cancellation of outstanding shares of common stock.





In
      April
      2007 the Company acquired Latigo Shore Music, Inc. which business had been
      valued at $100,000 by an independent business appraisal firm. In light of the
      perceived future potential of Latigo’s music inventory and industry experience
      of Latigo’s President, the Company and Latigo’s President agreed on a per share
      valuation of $1.00 per share of the Company’s common stock. This valuation was
      determined after arms-length negotiations between the Company and Latigo and
      was
      accepted as a fair valuation by the parties to this transaction.





In
      August
      2007, the Company’s ability to continue operations was in question and a
      restructuring of debt was deemed imperative. The Board considered the then
      net
      worth of the Company, the reduced prospects for business at the time, the
      general economic conditions in the music industry and the subjective value
      related to development stage companies. Faced with these circumstances, the
      Board determined a significantly reduced value of $0.28 per share was justified.
      In October 2007, the Company obtained a retrospective independent valuation
      of
      the Company’s stock as of August 16, 2007 of $0.28 per share thus supporting the
      Board’s valuation. An unrelated valuation specialist performed this independent
      valuation.





In
      October 2007, when the public offering price was being considered, the Company
      had recently significantly restructured its debt, had reduced the number of
      outstanding shares and had received additional loans from its President. In
      addition, by late 2007, the Company was seeing increased interest in Latigo’s
      business and music catalog thus enhancing the prospects for business. These
      internal and external factors, along with the fact that shares offered in the
      proposed initial public offering (“IPO”) would be freely tradable, convinced the
      Board that the fair valuation of the Company’s stock in the public offering
      should be $0.75 per share. Although it is reasonable to expect that the
      completion of the IPO will add value to the shares because they will have
      increased liquidity and marketability, the amount of additional value can be
      measured with neither precision nor certainty.




13




On
      December 6, 2007, the Company filed a registration statement with the SEC for
      the sale of its common stock to raise up to $525,000 in new capital. There
      is no
      assurance that the registration statement will be declared effective by the
      SEC,
      or if it goes effective that the Company will be able to sell any of its common
      stock.





The
      Company believes that its current capital resources and current funding will
      enable it to maintain its current and planned operations through the next 6
      months. The Company anticipates, however, that it will need to raise additional
      capital in order to sustain and grow its operations over the next few
      years.





To
      the
      extent that the Company's capital resources are insufficient to meet current
      or
      planned operating requirements, the Company will seek additional funds through
      equity or debt financing, collaborative or other arrangements with corporate
      partners, licensees or others, and from other sources, which may have the effect
      of diluting the holdings of existing shareholders. The Company has no current
      arrangements with respect to, or sources of, such additional financing and
      the
      Company does not anticipate that existing shareholders will provide any portion
      of the Company's future financing requirements.





No
      assurance can be given that additional financing will be available when needed
      or that such financing will be available on terms acceptable to the Company.
      If
      adequate funds are not available, the Company may be required to delay or
      terminate expenditures for certain of its programs that it would otherwise
      seek
      to develop and commercialize. This would have a material adverse effect on
      the
      Company.




**Equity
      and Capital Resources**





We
      have
      incurred losses since inception of our business (March 18, 2005) and, as of
      December 31,2007, we had an accumulated deficit of $399,657. As of December
      31,
      2007, we had cash of $ 37,745 and working capital deficit of
      $52,624.




To
      date,
      we have funded our operations through short-term debt. From inception, we have
      borrowed $355,000 as an advance from our largest stockholder. On August 16,
      2007, we issued 1,000,000 shares of common stock to Brooktide, LLC (a company
      controlled by Mr. Yale Farar, our largest stockholder) in full satisfaction
      of
      $280,000, which was the total owed to Mr. Farar as of that date. In November
      2007, Brooktide, LLC, a limited liability company controlled by Mr. Farar loaned
      the Company, pursuant to a convertible promissory note, $75,000. The
      convertibility of this note is not considered to be a beneficial conversion
      feature, accordingly, if the debt is converted, the liability will be decreased
      and capital will increase. The proceeds of the Note were used to pay fees and
      expenses, to the extent that such expenses are not deferred, arising from the
      Company’s compliance with its public reporting requirements and to continue to
      create viable entertainment assets in the music recording industry.




We
      expect
      our expenses will continue to increase during the foreseeable future as a result
      of increased operational expenses and the development of our talent base.
      However, we do not expect to start generating revenues from our operations
      for
      another 9 to 12 months. Consequently, we are dependent on the proceeds from
      future debt or equity investments to sustain our operations and implement our
      business plan. If we are unable to raise sufficient capital, we will be required
      to delay or forego some portion of our business plan, which would have a
      material adverse affect on our anticipated results from operations and financial
      condition. There is no assurance that we will be able to obtain necessary
      amounts of capital or that our estimates of our capital requirements will prove
      to be accurate. As of the date of this Report we did not have any commitments
      from any source to provide additional capital. Even if we are able to secure
      outside financing, it may not be available in the amounts or the times when
      we
      require. Furthermore, such financing would likely take the form of bank loans,
      private placement of debt or equity securities or some combination of these.
      The
      issuance of additional equity securities would dilute the stock ownership of
      current investors while incurring loans, leases or debt would increase our
      capital requirements and possible loss of valuable assets if such obligations
      were not repaid in accordance with their terms.





**Off-balance
      Sheet Arrangements**




Since
      our
      inception through December 31, 2007, we have not engaged in any off-balance
      sheet arrangements as defined in Item 303(c) of the SEC's Regulation
      S-B.




**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.





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




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





14




**ROKWADER,
      INC.**




**Index
      to financial statements**




**Page**AUDITEDReport
                of Independent Registered Public Accounting Firm
            F-1Consolidated
                Balance Sheet as of December 31, 2007 and 2006
            F-2Consolidated
                Statement of Operations for the periods ended December 31, 2007 and
                December 31, 2006 and for the period from
              March
                18, 2005 (Inception) to December 31, 2007
            F-3Consolidated
                Statement of Stockholders’ Equity for the periods ended December 31, 2007
                and December 31, 2006 and for the period from March 18, 2005 (Inception)
                to December 31, 2005
            F-4Consolidated
                Statement of Cash Flows for the periods ended December 31, 2007 and
                December 31, 2006 and for the period from March 18, 2005 (Inception)
                to
                December 31, 2007
            F-5Notes
                to Consolidated Financial Statements
            F-6




15




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors


Rokwader,
      Inc.


Calabasas,
      California




We
      have
      audited the accompanying consolidated  balance
      sheets of Rokwader, Inc. and subsidiaries as of December 31, 2007 and 2006,
      and
      the related consolidated statements of operations, stockholders’ equity, and
      cash flows for each of the two years ended December 31, 2007, and the period
      from inception (March 18, 2005) to December 31, 2007. 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 audits.




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. We were not engaged to perform
      an
      audit of the Company’s 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 consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Rokwader, Inc. and
      subsidiaries as of December 31, 2007 and 2006, and the results of its operations
      and its cash flows for each of the two years ended December 31, 2007, and the
      period from inception (March 18, 2005) to December 31, 2007 in conformity with
      accounting principles generally accepted in the United States of America.




As
      set
      forth in Note 1 to the accompanying financial statements, although the company
      has commenced operations, it has generated minimal revenues from operations
      to
      date. As discussed in Note 1, the Company has incurred accumulated deficit
      of
      $399,657 as of December 31, 2007. 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 that might result from the outcome
      of
      these uncertainties.






/s/
      Stonefield Josephson, Inc.




Los
      Angeles, California




April
      11,
      2008




F-1





**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      BALANCE SHEETS**


**(A
      DEVELOPMENT STAGE COMPANY)**




**ASSETS**DECEMBER
                31,
            
            DECEMBER
                31,2007
            
            2006CURRENT
                ASSETS:Cash
                (Note 1)
            
            $
            37,745
            
            $
            13,511Restricted
                Cash (Notes 1 & 2)
            
            
            -
            
            
            126,635TOTAL
                CURRENT ASSETS
            
            
            37,745
            
            
            140,146OTHER
                ASSETSIntangible
                AssetsNet
                of Accumulated Amortization $15,484
            
            
            76,816
            
            
            -Goodwill
                (Note 4)
            
            
            41,664
            
            
            -Deferred
                Offering Cost (Note 1)
            
            
            17,810
            
            
            94,998TOTAL
                OTHER ASSETS
            
            
            136,290
            
            
            94,998TOTAL
                ASSETS
            
            $
            174,035
            
            $
            235,144**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**CURRENT
                LIABILITIES:Accounts
                Payable
            
            $
            14,781
            
            $
            659Accrued
                Expenses
            
            
            588
            
            
            60Notes
                Payable (Note 3)
            
            
            75,000
            
            
            120,000Subscription
                Payable (Note 2)
            
            
            -
            
            
            126,635TOTAL
                CURRENT LIABILITIES
            
            
            90,369
            
            
            247,354TOTAL
                LIABILITIES
            
            
            90,369
            
            
            247,354STOCKHOLDERS’
                EQUITY (DEFICIT):Preferred
                Stock, $.001 par value, 10,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -
            
            
            -Common
                Stock, $.001 par value, 100,000,000 sharesauthorized,
                1,880,214 and 1,250,000 shares issued andoutstanding
                as of December 31, 2007 andDecember
                31, 2006, respectively
            
            
            1,881
            
            
            1,250Additional
                Paid-In Capital
            
            
            481,442
            
            
            99,990Accumulated
                Deficit During Development Stage
            
            
            (399,657
            )
            
            (113,450
            )TOTAL
                STOCKHOLDERS' EQUITY (DEFICIT) (Note 2)
            
            
            83,666
            
            
            (12,210
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            174,035
            
            $
            235,144





SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-2




**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(A
      DEVELOPMENT STAGE COMPANY)**





FOR
                THE PERIODFOR
                THE YEAR
            
            FOR
                THE YEAR
            
            FROM
              MARCH
                18, 2005ENDED
            
            ENDED
            
            (INCEPTION)
                TODECEMBER
                31, 2007
            
            DECEMBER
                31, 2006
            
            DECEMBER
                31, 2007REVENUE
            
            $
            6,500
            
            $
            -
            
            $
            6,500EXPENSESGeneral
                and Administrative
            
            
            292,707
            
            
            85,220
            
            
            406,157NET
                (LOSS)
            
            $
            (286,207
            )
            $
            (85,220
            )
            $
            (399,657
            )NET
                (LOSS) PER COMMON SHARE -BASIC
                AND DILUTED
            
            $
            (0.18
            )
            $
            (0.07
            )
            $
            (0.29
            )WEIGHTED
                AVERAGE NUMBER OFCOMMON
                SHARES OUTSTANDING -BASIC
                AND DILUTED
            
            
            1,569,341
            
            
            1,250,000
            
            
            1,364,130





SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3


**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**


**(A
      DEVELOPMENT STAGE COMPANY)**


ADDITIONAL
              
              TOTAL
              
              TOTALCOMMON
                  STOCK
              
              PAID-IN
              
              ACCUMULATED
              
              STOCKHOLDERS'SHARES
              
              AMOUNT
              
              CAPITAL
              
              (DEFICIT)
              
              EQUITY
                  (DEFICIT)BALANCE,
                  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
              )Issuance
                  of Common Stock onApril
                  23, 2007 (Note 4)
              
              
              70,000
              
              
              70
              
              
              69,930
              
              
              -
              
              
              70,000Issuance
                  of Common Stock onAugust
                  16, 2007 (Note 2)
              
              
              104,500
              
              
              105
              
              
              29,155
              
              
              -
              
              
              29,260Issuance
                  of Common Stock onAugust
                  16, 2007 (Notes 2 & 3)
              
              
              1,000,000
              
              
              1,000
              
              
              281,823
              
              
              -
              
              
              282,823Contribution
                  to Capital of CorporationSeptember
                  26, 2007 (Note 2)
              
              
              (544,286
              )
              
              (544
              )
              
              544
              
              
              -
              
              
              -Net
                  (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (286,207
              )
              
              (286,207
              )BALANCE,
                  DECEMBER 31, 2007
              
              
              1,880,214
              
              $
              1,881
              
              $
              481,442
              
              $
              (399,657
              )
              $
              83,666




SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-4




**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(A
      DEVELOPMENT STAGE COMPANY)**




FOR
                  THE PERIODFROMFOR
                THE YEAR
            
            FOR
                THE YEAR
            
            MARCH
                18, 2005ENDED
            
            ENDED
            
            (INCEPTION)
                TODECEMBER
                31, 2007
            
            DECEMBER
                31, 2006
            
            DECEMBER
                31, 2007CASH
                   FLOWS FROM OPERATING ACTIVITIES:Net
                (loss)
            
            $
            (286,207
            )
            $
            (85,220
            )
            $
            (399,657
            )Adjustments
                for non-cash items:Amortization
                expense
            
            
            15,484
            
            
            -
            
            
            15,484Issuance
                of stock for interest payable
            
            
            2,823
            
            
            -
            
            
            2,823Issuance
                of stock for services rendered
            
            
            29,260
            
            
            -
            
            
            29,260Changes
                in assets and liabilities:Decrease
                (Increase) in deferred offering costs
            
            
            77,188
            
            
            (5,963
            )
            
            (17,810
            )Accounts
                payable
            
            
            14,122
            
            
            (1,287
            )
            
            14,781Accrued
                expenses
            
            
            528
            
            
            -
            
            
            588Net
                Cash (Used) by Operating Activities
            
            
            (146,802
            )
            
            (92,470
            )
            
            (354,531
            )CASH
                FLOWS FROM INVESTING ACTIVITES:Acquisition
                of Latigo Shore Music, Inc. (Note 4)
            
            
            (29,964
            )
            
            -
            
            
            (29,964
            )Net
                Cash (Used) by Investing Activities
            
            
            (29,964
            )
            
            -
            
            
            (29,964
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Issuance
                in common stock
            
            
            -
            
            
            -
            
            
            101,240(Repayment)
                of loan payable
            
            
            (34,000
            )
            
            -
            
            
            (34,000
            )Proceeds
                from issuance of loan payable to officer
            
            
            160,000
            
            
            105,000
            
            
            280,000Proceeds
                from issuance of note payable
            
            
            75,000
            
            
            -
            
            
            75,000Decrease
                (Increase) in restricted cash
            
            
            126,635
            
            
            (126,635
            )
            
            -(Decrease)
                Increase in subscription payable
            
            
            (126,635
            )
            
            126,635
            
            
            -Net
                Cash Provided (Used) by Financing Activities
            
            
            201,000
            
            
            105,000
            
            
            422,240NET
                INCREASE IN CASH
            
            
            24,234
            
            
            12,530
            
            
            37,745CASH
                AT BEGINNING OF PERIOD
            
            
            13,511
            
            
            981
            
            
            -CASH
                AT END OF PERIOD
            
            $
            37,745
            
            $
            13,511
            
            $
            37,745Cash
                Paid During the Period Year for:Interest
            
            $
            4,462
            
            $
            -
            
            $
            4,462Income
                taxes
            
            $
            60
            
            $
            1,647
            
            $
            1,707**Non-Cash
                Investing and Financing activities**In
                addition to paying $30,000 in cash for the purchaseof
                Latigo Shore Music, Inc., the Company issued 70,000shares
                of common stock valued at $1.00 per share (Note 4)
            
            $
            70,000
            
            $
            -
            
            $
            70,000The
                Company issued 104,500 shares of common stockvalued
                at $0.28 per share for services rendered. (Note 2)
            
            $
            29,260
            
            $
            -
            
            $
            29,260The
                Company issued 1,000,000 shares of common stockto
                Mr. Yale Farar in full satisfaction of $280,000 plusinterest
                owed to Mr. Farar. (Note 2 & 3)
            
            $
            282,823
            
            $
            -
            
            $
            282,823





SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-5


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




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.* With the
      acquisition of Latigo Shore Music, Inc. (Latigo) as a subsidiary, the Company
      has commenced operations and has become operational.. The Company qualifies
      as a
      development stage company as it has not generated significant revenues. All
      losses accumulated since inception have been considered as part of the Company’s
      development stage activities.





BASIS
      OF
      CONSOLIDATION





The
      consolidated financial statements include the accounts of Rokwader, Inc. and
      subsidiary. Inter-company accounts and transactions have been
      eliminated.





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. Although the Company has commenced operations,
      it
      has not generated significant revenues from operations to date. The Company
      is
      in the development stage and as of December 31, 2007, the Company has an
      accumulated deficit of $399,657.





The
      Company’s ability to continue as a going concern is dependent upon its ability
      to develop additional sources of capital and ultimately, achieve profitable
      operations. Management plans to fund operations by raising additional capital
      through equity or debt financing, until operations become profitable. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of these uncertainties.





DEFERRED
      OFFERING COSTS





In
      accordance with the SEC Staff Accounting Bulletin Topic 5A, deferred offering
      costs, consisting of legal, accounting and filing fees relating to the offering
      have been expensed as of December 31, 2007. The Company’s management determined
      that a qualifying business combination would not occur prior to May 2, 2007,
      therefore, wrote-off to expense, offering costs which had previously been
      deferred related
      to their offering (See Note 2).





The
      Company is in the process of filing a registration statement on Form SB-2 with
      the SEC. Costs consisting of legal, accounting and filing fees are being
      deferred in accordance with SEC Staff Accounting Bulletin Topic 5A. As of
      December 31, 2007, costs relating to this filing are $17,810.





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
      for federal tax purposes.




F-6




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





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. On April 10, 2007, the Company returned these funds
      to
      the investors including interest as management determined that a qualifying
      business combination would not occur by May 2, 2007, 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.





RESTATEMENT
      OF FINANCIAL STATEMENTS IN CORRECTION OF ERRORS





The
      Company restated its Consolidated Statement of Cash Flows, Consolidated
      Statement of Stockholders’ Equity, and Consolidated Statement of Operations to
      correct errors in accordance with the requirements of Statement of Financial
      Accounting Standards No. 154, Accounting Changes and Error Correction, (“SFAS
      No. 154”).





The
      Company incorrectly classified subscription payable in the cash flows from
      operating activities section of its Consolidated Statement of Cash Flows.
      Subscription payable was reclassified to the Cash Flows from Financing
      Activities section of the Consolidated Statement of Cash Flows as it related
      to
      the issuance of Company stock. Additionally, the Company incorrectly classified
      deferred offering costs in the Cash Flows from Financing Activities section
      of
      its Consolidated Statement of Cash Flows. Deferred offering costs were
      reclassified in the Cash Flows from Operating Activities section of the
      Consolidated Statement of Cash Flows as these costs were expensed during the
      period presented in these financial statements.




F-7




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





RECENT
      ACCOUNTING PRONOUNCEMENTS





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments.” This statement affects all financial instruments
      acquired, issued, or subject to a remeasurement event occurring after the
      beginning of an entity’s first fiscal year that begins after September 15, 2006.
      This statement is not expected to have a significant effect on the financial
      statements of the Company.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets” - an amendment of FASB No. 140. This statement requires that all
      separately recognized servicing assets and servicing liabilities be initially
      measured at fair value, if practicable. An entity shall adopt this statement
      as
      of the beginning of its first fiscal year that begins after September 15, 2006.
      The statement is not expected to have a significant effect on the financial
      statements of the Company.





SFAS
      No.
      157, “Fair Value Measurements,” was issued by the FASB in September 2006. This
      statement defines fair value, establishes a framework for measuring fair value,
      and expands disclosures about fair value measurements. The statement is
      effective for fiscal years beginning after November 15, 2007, with earlier
      application encouraged, provided that the Company has not yet issued financial
      statements for that fiscal year, including financial statements for an interim
      period within that fiscal year. This statement is not expected to have a
      significant effect on the financial statements of the Company.





SFAS
      No.
      158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans,” was issued by the FASB in September 2006. Issuance of this statement
      amends FASB Statements No. 87, 88, 106, and 132. This statement requires an
      employer to recognize the overfunded or underfunded status of a defined benefit
      postretirement plan as an asset or a liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity. Additionally,
      this statement requires an employer to measure the funded status of a plan
      as of
      the date of its year-end statement of financial position. This statement is
      effective as of the end of the fiscal year ending after December 31, 2006.
      This
      statement will not a significant effect on the financial statements of the
      Company.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” - Including an amendment of FASB No.
      115. This statement permits entities to choose to measure many financial
      instruments and certain other items at fair value. This statement is effective
      as of the beginning of an entity’s first fiscal year that begins after November
      15, 2007. This statement is not expected to have a significant effect on the
      financial statements of the Company.





In
      December 2007, the FASB revised SFAS No. 141, “Business Combinations.” This
      revised statement establishes requirements for how an acquirer recognizes and
      measures assets acquired, liabilities assumed, noncontrolling interest in the
      acquiree, and the goodwill acquired in the business combination. It also
      determines the necessary information that the acquirer discloses in its
      financial statements in relation to this business combination. The effective
      date of this statement applies prospectively to business combinations for which
      the acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. This statement is not expected
      to have a significant effect on the financial statements of the Company.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in
      Consolidated Financial Statements.” This statement requires that reporting
      entities account for, report and disclose a non controlling interest in a
      subsidiary. This improves the relevance, comparability, and transparency of
      the
      financial information that a reporting entity provides in its consolidated
      financial statements. This statement is effective for fiscal years beginning
      on
      or after December 15, 2008. The Company prepares consolidated financial
      statements to account for its investment in Latigo Shore Music, Inc. However,
      this statement does not currently affect the Company as it wholly owns its
      subsidiary.




F-8


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





In
      June
      2006, FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes” - an
      interpretation of FASB Statement No. 109. This interpretation clarifies the
      accounting for uncertainty in income taxes recognized in an enterprise’s
      financial statements in accordance with FASB Statement No. 109. It prescribes
      a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in a
      tax return. This interpretation is effective for fiscal years beginning after
      December 15, 2006. This statement is not expected to have a significant effect
      on the financial statements 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 were held in escrow pending completion of a business combination.
      The
      Company had until May 2, 2007 to consummate a qualifying business combination
      with another entity. A ccordingly,
      the $125,000 subject to the withdrawal restrictions had been classified as
      restricted cash, and in accordance with SFAS No. 150, *Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity* ,
      a
      liability was recorded for the obligation to repay these amounts  to
      the
      investors if an acquisition is not consummated. On
      April
      10, 2007, the Company returned these funds to the investors including interest
      as management determined that a qualifying business combination would not occur
      by May 2, 2007.





On
      August
      16, 2007, the Company issued shares of its common stock for services rendered.
      As a result, Mitchell W. Turk received 32,000 shares of common stock, Gary
      Saderup received 17,500 shares of common stock, Steve Dorff received 30,000
      shares of common stock, and William B. Barnett received 25,000 shares of common
      stock. The shares of common stock issued are restricted shares and each share
      certificate contains a legend restricting sales and transfers.





The
      Company will apply SFAS No. 123(R), “ *Share-Based
      Payment* ,”
(“SFAS
      No. 123R”) to account for these shares issued. According to SFAS No. 123R,
      issuance of equity instruments for services received are based on the fair
      value
      of the equity instruments issued or on the fair value of the services received,
      whichever is a more reliable measure. The Company used the value of its common
      stock shares to account for this transaction. The value of its shares is deemed
      more reliable as it was obtained from the valuation of an unrelated valuation
      specialist.





On
      August
      16, 2007, the Company issued 1,000,000 shares of common stock to Brooktide,
      LLC
      (a company controlled by Mr. Yale Farar) in full satisfaction of $280,000 plus
      interest owed to Mr. Farar. The shares of common stock are restricted shares
      and
      the share certificates contain a legend restricting sales and
      transfers.





On
      September 26, 2007, in order to provide a fair and reasonable percentage in
      ownership of the Company and a fair and reasonable share price for potential
      future investors, the Company adjusted its capitalization. The Company received,
      from Brooktide, LLC (a company controlled by Mr. Yale Farar), 544,286 shares
      of
      common stock for cancellation. The Company cancelled and returned the shares
      of
      common stock to authorized but unissued status.





The
      Company, in its development stage, does not have a history of operations.
      Subsequently, determining the fair value of our common stock requires making
      complex and subjective judgments. The valuation of the per share value of the
      Company’s common stock was determined contemporaneously by the Board of
      Directors, in its best judgment. Over the past year, the Company’s share
      valuation has fluctuated in response to the Company’s varying business
      condition.




F-9




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




NOTE
      2 -
      STOCKHOLDERS’ EQUITY (CONTINUED)





*Significant
      Factors, Assumptions, and Methodologies Used in Determining Fair
      Value*


Significant
      factors and assumptions used in determining the Company’s fair value of its
      common stock include, future prospects for business, economic conditions of
      the
      music industry, debt restructuring, availability of capital resources, and
      cancellation of outstanding shares of common stock.





*Significant
      Factors contributing to the Difference between Fair Value as of the Date of
      Each
      Grant and Estimated IPO Price*


In
      April
      2007 the Company acquired Latigo Shore Music, Inc. which business had been
      valued at $100,000 by an independent business appraisal firm. In light of the
      perceived future potential of Latigo’s music inventory and industry experience
      of Latigo’s President, the Company and Latigo’s President agreed on a per share
      valuation of $1.00 per share of the Company’s common stock. This valuation was
      determined after arms-length negotiations between the Company and Latigo and
      was
      accepted as a fair valuation by the parties to this transaction.





In
      August
      2007, the Company’s ability to continue operations was in question and a
      restructuring of debt was deemed imperative. The Board considered the then
      net
      worth of the Company, the reduced prospects for business at the time, the
      general economic conditions in the music industry and the subjective value
      related to development stage companies. Faced with these circumstances, the
      Board determined a significantly reduced value of $0.28 per share was justified.
      In October 2007, the Company obtained a retrospective independent valuation
      of
      the Company’s stock as of August 16, 2007 of $0.28 per share thus supporting the
      Board’s valuation. An unrelated valuation specialist performed this independent
      valuation.





In
      October 2007, when the public offering price was being considered, the Company
      had recently significantly restructured its debt, had reduced the number of
      outstanding shares and had received additional loans from its President. In
      addition, by late 2007, the Company was seeing increased interest in Latigo’s
      business and music catalog thus enhancing the prospects for business. These
      internal and external factors, along with the fact that shares offered in the
      proposed initial public offering (“IPO”) would be freely tradable, convinced the
      Board that the fair valuation of the Company’s stock in the public offering
      should be $0.75 per share. Although it is reasonable to expect that the
      completion of the IPO will add value to the shares because they will have
      increased liquidity and marketability, the amount of additional value can be
      measured with neither precision nor certainty.





The
      Company’s business prospects and capitalization have been fluid from month to
      month and period to period. The Board of Directors, in setting fair values
      on
      stock issuances, uses its best judgment to evaluate the then current business
      condition and prospects for the Company and its industry and determines stock
      valuation to reflect current business conditions and prospects. Consequently,
      as
      business conditions have fluctuated over the past 12 months, so has the
      Company’s stock valuation as determined by the Board. Future variations in the
      Company’s stock price should be anticipated.




NOTE
      3 -
      RELATED PARTY TRANSACTIONS





On
      August
      16, 2007, the Company issued 1,000,000 shares of common stock to Mr. Yale Farar
      in full satisfaction of $280,000 plus interest owed to him. The shares of common
      stock are restricted shares and the share certificates contain a legend
      restricting sales and transfers. The $280,000 owed to Mr. Farar was comprised
      of
      the $170,000 loan to the Company, including $50,000 on March 30, 2007, pursuant
      to the Agreement to Advance Funds dated September 21, 2005 and the $110,000
      loan
      to the Company in accordance with the 6% Subordinated Convertible Promissory
      Note on April 26, 2007.




Mr.
      Yale
      Farar, President, had loaned the Company $170,000, including $50,000 on March
      30, 2007, pursuant to the terms of the Agreement to Advance Funds dated
      September 21, 2005, as amended. 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 were 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.




F-10





**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




NOTE
      3 -
      RELATED PARTY TRANSACTIONS (CONTINUED)





On
      April
      26, 2007, Mr. Farar, the President of Rokwader, loaned the Company $110,000
      in
      accordance with a 6% Subordinated Convertible Promissory Note (“Note”) executed
      by the Company. Pursuant to the terms of the Note, the loan bears interest
      at 6%
      per annum and absent an “Event of Default,” was payable on demand or upon
      receipt by the Company of not less than $500,000 in capital or sale of
      substantially all of the Company’s assets or 80% of the Company’s capital stock.
      The proceeds of the Note were used to complete the acquisition of Latigo and
      to
      pay fees and expenses, to the extent such expenses were not deferred, arising
      from the Company’s compliance with its public reporting requirements.





On
      November 13, 2007, Brooktide, LLC loaned the Company $75,000 in accordance
      with
      a Subordinated Convertible Promissory Note (“Note”) executed by the Company.
      Pursuant to the terms of the Note, this loan bears an interest rate equal to
      6%
      per annum and is convertible at the option of the holder at any time into common
      stock of the Company at $.375 per share. The Note is a demand note and may
      be
      paid at any time without premium or penalty. The outstanding balance on the
      Note
      is immediately due and payable without notice or demand, upon or at anytime
      after the occurrence or existence of any one or more of the listed “Events of
      Default.” The proceeds of the Note were used to pay fees and
      expenses  arising
      from the Company’s compliance with its public reporting requirements and to
      continue to create viable entertainment assets in the music recording industry.
      Additionally, the proceeds of the Note were used to pay for costs relating
      to
      its registration statement with the SEC, which are being deferred in accordance
      with SEC Staff Accounting Bulletin Topic 5A. The amount of deferred offering
      costs were $17,810, as of December 31, 2007.





Based
      on
      a presumed share value of $.28 per share and a conversion price of $.375, the
      convertibility does not appear to be a beneficial conversion feature as defined
      in EITF 98-5 *Accounting
      for Convertible Securities with Beneficial Conversion Features or Contingently
      Adjustable Conversion* (“EITF
      98-5”) and EITF 00-27 *Application
      of Issue No. 98-5 to Certain Convertible Instruments* (“EITF
      00-27”). Further, per EITF 00-19 *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* (“EITF
      00-19”), the debt appears to meet the definition of conventional convertible
      debt and bifurcation of the embedded derivative is not necessary.





Additionally,
      Brooktide, LLC owns a controlling interest in the Company’s common stock. Mr.
      Farar, the President of Rokwader, is the sole manager of Brooktide, LLC. As
      a
      sole manager, Mr. Farar, has voting and investment power over the shares owned
      by Brooktide, LLC.





The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by the president. In addition, music studio
      facilities are provided to us at no cost by Mr. Dorff, director and President
      of
      Latigo. 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 -
      ACQUISITION OF LATIGO SHORE MUSIC, INC.





The
      Company completed the acquisition of all of the issued and outstanding capital
      stock of Latigo Shore Music, Inc., a Delaware corporation (“Latigo”) on April
      23, 2007. The acquisition was effected pursuant to the terms of a Revised
      Securities Exchange Agreement entered into on April 20, 2007, by and between
      the
      Company and Latigo. Pursuant to the terms of the Agreement, the Company acquired
      all of the outstanding shares of capital stock of Latigo for 70,000 shares
      of
      Rokwader common stock (aggregating approximately 5.3% of its issued and
      outstanding common stock) plus a promissory note in the amount of $30,000.
      The
      note was paid off April 27, 2007. Steve Dorff, the sole Latigo shareholder,
      will
      also be entitled to receive up to an additional 200,000 shares of the Company’s
      common stock based upon an earn-out provision in the Agreement. According to
      this earn-out provision, Mr. Dorff will be entitled to the additional shares
      if
      the Net Profits, before taxes, of Latigo from the date of closing through
      December 31, 2008 are as follows.




F-11




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      4 -
      ACQUISITION OF LATIGO SHORE MUSIC, INC. (CONTINUED)




a.
            Net
                Profits exceed $500,000, Steve Dorff shall receive 50,000
                shares b.
            Net
                Profits exceed $1,000,000, Steve Dorff shall receive an additional
                50,000
                shares c.
            Net
                Profits exceed $1,500,000, Steve Dorff shall receive an additional
                50,000
                shares d.
            Net
                Profits exceed $2,000,000, Steve Dorff shall receive an additional
                50,000
                shares




The
      Company will apply SFAS No. 141, *Business
      Combinations* (“SFAS
      No. 141”) to account for the additional shares issued. According to SFAS No.
      141, if the Net Profits exceed the amounts outlined by the earn-out provision
      and the Company issues the additional shares of Rokwader common stock, the
      Company will record the fair value of the shares issued as an additional cost
      of
      the acquisition of Latigo.





The
      Company acquired Latigo Shore Music, Inc. which business had been valued at
      $100,000 by an independent business appraisal firm. In light of the perceived
      future potential of Latigo’s music inventory and industry experience of Latigo’s
      President, the Company and Latigo’s President agreed on a per share valuation of
      $1.00 per share of the Company’s common stock. This valuation was determined
      after arms-length negotiations between the Company and Latigo and was accepted
      as a fair valuation by the parties to this transaction. The valuation of the
      per
      share value of the Company’s common stock was determined by the Board of
      Directors, in its best judgment. Without the benefit of a history of operations,
      the factors considered by the Board of Directors were the net worth of the
      Company, the prospects for business, the economic condition of the music
      industry and the subjective value related to development stage companies. The
      Board did not base their valuation of the common shares on any one assumption
      or
      methodology.





The
      Company’s primary reason for acquiring Latigo is to develop a production company
      for the purpose of creating viable entertainment assets. One of Latigo’s major
      functions will be to discover new musical talent. With the new talent, Latigo
      can make Master quality recordings and function as a conduit either selling
      or
      leasing such recordings to major record companies and distributors.





In
      accordance with SFAS 141, the total purchase price paid for this acquisition
      was
      allocated to the fair value of the assets acquired, net of liabilities assumed,
      resulting in goodwill of $41,664. The allocation of the purchase price is
      itemized as follows:


**Allocation
                  of Purchase Price**Cash
              
              $
              36Music
                  Copyright Costs
              
              
              30,000Master
                  Compact Disks
              
              
              30,000Employment
                  Contract
              
              
              29,800Artist
                  Contract
              
              
              2,500Loan
                  Payable
              
              
              (34,000
              )Goodwill
              
              
              41,664Total
                  Purchase Price
              
              $
              100,000


Fair
      market value of the above assets is based on an independent appraisal for the
      music copyright costs, master compact disks, employment contract, and artist
      contract. Liabilities are based on actual amounts owed.





The
      employment contract with Steve Dorff is for two years. The artist contract
      is
      for 18 months. The music copyright costs and master compact disks have an
      estimated useful life of 5 to 10 years.





In
      accordance with Statement of Financial Accounting Standards No. 50, *Financial
      Reporting in the Record and Music Industry* (“SFAS
      No. 50”), the costs of a record master can be reported as an asset if the past
      performance and current popularity of the artist provides a sound basis for
      estimating that cost will be recovered from future sales.





F-12




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      4 -
      ACQUISITION OF LATIGO SHORE MUSIC, INC. (CONTINUED)





The
      Company amortized the master compact disks cost primarily because Mr. Dorff
      composed and performed the songs in the master compact disks. Mr. Dorff’s past
      accomplishments, his standing in the music industry, and the popularity of
      his
      music, provided the Company a sound basis for estimating that the $30,000 in
      costs for the master compact disks will be recovered from future sales and
      therefore, should be reported as assets. The Company will amortize the costs
      of
      the master compact disks over their estimated useful life based on projected
      net
      revenues. The Company projects to generate revenues from the master compact
      disks for a minimum of 10 years based on Mr. Dorff’s past accomplishments and
      the ability of recorded music to generate revenues for long periods of time.
      Therefore, the Company estimated the useful life of the master compact disks
      to
      be 10 years.





Latigo
      was incorporated in the State of Delaware on November 29, 2006. If the operating
      results of Latigo had been included in Rokwader, Inc. for the years ended
      December 31, 2006 and 2007, the pro forma consolidated statement of operations
      would be as follows:


**For
                  the Year Ended****2007**
              
              **2006**Pro
                  forma revenue
              
              $
              6,500
              
              $
              -Pro
                  forma expenses
              
              
              300,645
              
              
              86,246Pro
                  forma net (Loss)
              
              $
              (294,145
              )
              $
              (86,246
              )Pro
                  forma net (Loss) per commonshare
                  - basic
              
              
              (0.18
              )
              
              (0.07
              )Pro
                  forma weighted average numberof
                  common shares outstanding
              
              
              1,591,041
              
              
              1,320,000


NOTE
      5 -
      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-




F-13




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




NOTE
      5 -
      INCOME TAXES (CONTINUED)





As
      of
      December 31, 2007 the Company has incurred $400,000 of start-up expenses
      amortizable over 15 years. Of this amount, $29,000 consists of expenses for
      services provided to the Company in exchange for shares of the Company’s common
      stock, creating a temporary difference. The Company has recorded a deferred
      tax
      asset of $136,000. As of December 31, 2007 the Company has no history of
      operations, accordingly, the $136,000 tax benefit for the start-up expenses
      has
      been offset by a $136,000 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-14





**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**





Disclosure
      controls and procedures are designed with an objective of ensuring that
      information required to be disclosed in our periodic reports filed with the
      Securities and Exchange Commission, such as this Annual Report on Form 10-KSB,
      is recorded, processed, summarized and reported within the time periods
      specified by the Securities and Exchange Commission. Disclosure controls are
      also designed with an objective of ensuring that such information is accumulated
      and communicated to our management, including our chief executive officer,
      in
      order to allow timely consideration regarding required disclosures.




The
      evaluation of our disclosure controls by our principal executive officer
      included a review of the controls’ objectives and design, the operation of the
      controls, and the effect of the controls on the information presented in this
      Annual Report. Our management, including our chief executive officer, does
      not
      expect that disclosure controls can or will prevent or detect all errors and
      all
      fraud, if any. A control system, no matter how well designed and operated,
      can
      provide only reasonable, not absolute, assurance that the objectives of the
      control system are met. Also, projections of any evaluation of the disclosure
      controls and procedures to future periods are subject to the risk that the
      disclosure controls and procedures may become inadequate because of changes
      in
      conditions, or that the degree of compliance with the policies or procedures
      may
      deteriorate.





As
      of the
      end of the period covered by this report, we carried out an evaluation, under
      the supervision and with the participation of our management, including our
      Chief Executive Officer and Principal Financial Officer, of the effectiveness
      of
      our disclosure controls and procedures, as defined in Rules 13a-15(e) and
      15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period
      covered by this report. Based on that evaluation, our Principal Executive
      Officer and Principal Financial Officer have concluded that our disclosure
      controls and procedures as of December 31, 2006 and 2007 were effective to
      ensure that information required to be disclosed by us in reports that we file
      or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms.  There have been no material
      changes in our internal controls over financial reporting or in other factors
      that could materially affect, or are reasonably likely to affect, our internal
      controls over financial reporting during the years ended December 31, 2006
      and
      2007. There have not been any significant changes in the Company’s critical
      accounting policies identified since the Company filed its Form 10-KSB as of
      December 31, 2006 and 2007.





**ITEM
      8A(T). MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
      REPORTING** .





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company in accordance with as defined
      in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the (i) effectiveness and efficiency of operations, (ii) reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles, and (iii)
      compliance with applicable laws and regulations.  Our internal controls
      framework is based on the criteria set forth in the Internal Control -
      Integrated Framework issued by the Committee of Sponsoring Organizations of
      the
      Treadway Commission (COSO).





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Management's
      assessment of the effectiveness of the small business issuer's internal control
      over financial reporting is as of the year ended December 31, 2007. We believe
      that internal control over financial reporting is effective. We have not
      identified any, current material weaknesses considering the nature and extent
      of
      our current operations and any risks or errors in financial reporting under
      current operations.





This
      annual report does not include an attestation report of the company's registered
      public accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by the Company's registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management's report in this annual report.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING.**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended December 31, 2007, that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.





15





**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.**




Our
      Board
      of Directors currently consists of three members. Each director holds office
      until his successor is duly elected by the stockholders. Executive officers
      serve at the pleasure of the Board of Directors. Our current directors and
      executive officers are:




Name
            
            Age
            
            Position
            
            Year AppointedYale
                Farar
            
            69
            
            President
                and Director
            
            2005Mitchell
                W. Turk
            
            52
            
            Chief
                Financial Officer, Secretary and Director
            
            2005Gary
                Saderup
            
            56
            
            Director
            
            2005Steve
                Dorff
            
            58
            
            Director
                and President of Latigo Shore Music, Inc.
            
            2007




Yale
      Farar, President and Director, 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 financial management for Mr. Farar. No 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.




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. Mr. Saderup is
      also
      co-owner of a theatrical production company in Ventura County, California.
      Through this company he has produced and starred in three theatrical productions
      in the past few years.





Steve
      Dorff, the President of Latigo, is a long-time composer and producer. Mr. Dorff
      is a three-time Grammy nominee and has often been on the nation's top music
      charts. His résumé includes nine #1 film songs and 15 Top 10 hits, including the
      Kenny Rogers' classic "Through the Years", a BMI 3 million performance song,
      as
      well as "I Just Fall In Love Again ", the Anne Murray record that captured
      Billboard's #1 Song Of The Year honors. His many songs have been sung by some
      of
      the greatest artists of our time including Barbra Streisand, Celine Dion,
      Whitney Houston, George Strait, Vanessa Williams and others. Emmy Nominee for
      five television compositions, his credits include such stalwarts as "Murphy
      Brown" and "Murder She Wrote". He has also contributed to various television
      series’ like "Growing Pains", "Alien Nation", "Spenser: for Hire", "Major Dad",
      "Columbo", "Reba", and "Rodney". His many TV and cable movie credits include
      the
      Emmy nominated CBS mini-series "Elvis", the Hallmark Hall of Fame "Rose Hill",
      the animated Christmas classic "Annabelle's Wish", "Babe Ruth", "The Quick
      and
      The Dead", "Moonshine Highway" and "The Defiant Ones". Mr. Dorff’s many movie
      songs and scores have been featured in "Bronco Billy", "Blast from the Past",
      "Rocky IV", "Pure Country", "Tin Cup", "Michael", "Dudley Do-Right", "Dancer,
      Texas", "The Last Boy Scout", "Curly Sue" and "Honky Tonk Man". Mr. Dorff
      currently has two projects that are being developed for the musical theater:
      "Josephine" (The Josephine Baker Story) and "Pure Country" (The
      Musical).




Directors
      serve for a one-year term. 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.




16




**Board
      Committees**




**Audit
      committee**




The
      audit
      committee of our board of directors is responsible for reviewing and monitoring
      our financial statements and internal accounting procedures, recommending the
      selection of independent auditors by our board, evaluating the scope of the
      annual audit, reviewing audit results, consulting with management and our
      independent auditor prior to presentation of financial statements to
      stockholders and, as appropriate, initiating inquiries into aspects of our
      internal accounting controls and financial affairs. Our audit committee consists
      of Mr. Turk who serves as chairman and Mr. Saderup. Due to the fact that we
      are
      in our business development stage and have not yet assembled our complete
      management team, the audit committee does not currently have exclusively
      disinterested directors as members nor does it have a member who qualifies
      as a
      disinterested "audit committee financial expert" under the federal securities
      laws. We hope to be able to fill these positions in 2008.




**Compensation
      and Nominations Committees**




We
      currently have no compensation or nominating committee or other board committee
      performing equivalent functions. Currently, all members of our board of
      directors participate in discussions concerning executive officer compensation
      and nominations to the board of directors.




**Code
      of Conduct and Ethics**




Our
      board
      of directors has adopted a code of business conduct and ethics applicable to
      our
      directors, officers and employees, in accordance with applicable federal
      securities laws and the FINRA Rules.




**Indemnification
      of Executive Officers and Directors**




The
      General Corporation Law of the State of Delaware permits indemnification of
      directors, officers, and employees of corporations under certain conditions
      subject to certain limitations. Article VII of our Certificate of Incorporation
      states that we may provide indemnification of our agents, including our officers
      and directors to the maximum extent permitted by the Delaware Corporation Law.
      In the event that a claim for indemnification (other than the payment by us
      of
      expenses incurred or paid by our sole director and officer in the successful
      defense of any action, suit or proceeding) is asserted by such director, officer
      or controlling person in connection with the securities being registered, we
      will, unless in the opinion of our counsel the matter has been settled by
      controlling precedent, submit to a court of appropriate jurisdiction the
      question whether such indemnification by it is appropriate and will be governed
      by the final adjudication of such issue.




Insofar
      as indemnification for liabilities arising under the Securities Act of 1933
      may
      be permitted to directors, officers and controlling persons pursuant to the
      foregoing provisions, or otherwise, we have been advised that in the opinion
      of
      the SEC such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable.




**COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than ten percent of its Common Stock, to
      file reports of ownership and changes of ownership with the Securities and
      Exchange Commission ("SEC") and each exchange on which the Company's securities
      are registered. Officers, directors and greater than ten percent stockholders
      are required by SEC regulation to furnish the Company with copies of all
      ownership forms they file.





Based
      solely on its review of the copies of such forms received by it, or written
      representations from the officers, directors, or persons holding greater than
      10% of Company stock, no ownership disclosure form (SEC Form 5) was required
      for
      those persons. All of the required Form 3's and up to date Form 4's for the
      directors have been filed with the SEC. There are no transfers of the Company's
      common stock by any persons subject to Section 16(a) requirements.




17




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





The
      following table sets forth the compensation of our Chief Executive Officer
      during the last two fiscal years ended December 31, 2006 and 2005. No officers
      or directors received annual compensation in excess of $100,000 during the
      last
      two completed fiscal years.




**Summary
      compensation table**





Annual
                Compensation
            
            Long
                Term
              CompensationAwards
            
            PayoutYear
            
            
            
            Salary
            
            Bonus($)
            
            Other Annual
              Compensation($)
            
            Restricted Stock
              Award(s)
            
            Securities
              Underlying
              Options
                (#)
            
            LTIP
              Payout
              ($)
            
            All
                Other
              CompensationYale
                Farar
            
            
            2007
            
            
            
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0President
            
            
            2006
            
            (1)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0




Mr.
      Farar
      has provided services to us at no charge during the early stages of our
      business. As our business progresses and grows, we expect to begin paying
      salaries to each of our officers. We also expect to hire part-time and full-time
      employees and consultants who will be paid compensation and consulting
      fees.




**Employment
      Agreement**




Rokwader
      does not currently pay any compensation to its officers or directors. On
      February 1, 2007, Latigo entered into an employment agreement with Steve Dorff.
      Under the terms of the agreement, and for a period of two years, Mr. Dorff
      will
      provide Latigo, on a non-exclusive basis, services for the exploitation of
      musical compositions owned or controlled by Latigo and for the operation of
      an
      artist development production company. Nothing shall prevent Mr. Dorff from
      acting as a producer of musical scores for television and film, and providing
      his services as a record producer for recording artists signed to record labels.
      Mr. Dorff will be paid a performance based compensation of 38% of all income
      earned by Latigo from the results of Mr. Dorff’s employee services less all
      operating expenses, including general and administrative expenses, incurred
      by
      Latigo.




**Stock
      option plan**




We
      do not
      have a stock option plan and we have not issued any warrants, options or other
      rights to acquire our securities.




**Employee
      Pension, Profit Sharing or other Retirement Plans**




We
      do not
      have a defined benefit, pension plan, profit sharing or other retirement plan,
      although we may adopt one or more of such plans in the future.




**Director's
      compensation**




At
      present we do not pay our directors for attending meetings of our Board of
      Directors, although we expect to adopt a director compensation policy by the
      end
      of the current year. Although we have no standard arrangement pursuant to which
      our directors are compensated for any services provided as a director or for
      committee participation or special assignments, we issued, in August, 2007,
      32,000 shares, 17,500 shares and 30,000 shares to Messrs. Turk, Saderup and
      Dorff, respectively, for their past services as directors.




18





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




The
      following tables set forth as of December 31, 2007 the ownership of our common
      stock by each person known by us to be the beneficial owner of more than 5%
      of
      our outstanding common stock, our directors, and our executive officers and
      directors as a group. To the best of our knowledge, the persons named have
      sole
      voting and investment power with respect to such shares, except as otherwise
      noted. There are no known pending or anticipated arrangements that may cause
      a
      change in control.





Percentage of Outstanding Common StockSharesBeneficially
            
            Prior
                to
            
            After
                OfferingName
                and Address of Beneficial Owner(1)
            
            Owned
            
            Offering
            
            Minimum
            
            MaximumBrooktide,
                LLC(2)
            
            
            1,690,214
            
            
            
            
            
            89.9
            %
            
            
            
            
            77.5
            %
            
            
            
            
            65.5
            %Yale
                Farar(3)
            
            
            1,690,214
            
            
            
            
            
            89.9
            %
            
            
            
            
            77.5
            %
            
            
            
            
            65.5
            %Mitchell
                W. Turk(4)
            
            
            40,000
            
            
            
            
            
            2.1
            %
            
            
            
            
            1.8
            %
            
            
            
            
            1.6
            %Gary
                Saderup(4)
            
            
            25,000
            
            
            
            
            
            1.3
            %
            
            
            
            
            1.1
            %
            
            
            
            
            1.0
            %Steve
                Dorff(4)
            
            
            100,000
            
            
            
            
            
            5.3
            %
            
            
            
            
            4.6
            %
            
            
            
            
            3.9
            %Officers
                and Directors (4 persons)
            
            
            1,855,214
            
            
            
            
            
            98.6
            %
            
            
            
            
            85.0
            %
            
            
            
            
            72.0
            %




(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.(3)
            These
                shares are held in the name of Brooktide, LLC of which Yale Farar,
                Rokwader’s President and Director, is the sole Manager of Brooktide, LLC.
                As sole Manager, Mr. Farar has voting and investment power over these
                shares.(4)
            Individual
                has sole voting and investment power over such
                shares.





**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 beneficial owner of
      Brooktide, LLC, a Nevada limited liability company which owns 1,690,214 shares
      of our common stock.




On
      August
      16, 2007 the Company issued 104,500 shares of its common stock to three of
      its
      directors and one outside contractor for services rendered to the Company.
      In
      addition, on August 16, 2007, the Registrant issued 1,000,000 shares of its
      common stock to Brooktide, LLC, in full satisfaction of $280,000 plus interest
      owed to Brooktide, LLC. The $280,000 owed to Brooktide, LLC was comprised of
      the
      $170,000 loan to the Company pursuant to the Agreement to Advance Funds dated
      September 21, 2005, and amendments thereto, and a $110,000 loan to the Company
      in accordance with a 6% Subordinated Convertible Promissory Note.





On
      September 26, 2007, in order to provide a fair and reasonable percentage in
      ownership of the Company and a fair and reasonable share price for potential
      future investors, the Company adjusted its capitalization. The Company received,
      from Brooktide, LLC, 544,286 shares of common stock for cancellation. The
      Company cancelled and returned the shares of common stock to authorized but
      unissued status.





All
      of
      the individuals and entities receiving the Company’s common stock are
“accredited” investors. The shares of common stock are all restricted shares and
      the stock certificates have been affixed with a legend restricting sales and
      transfers. The Registrant issued the common stock pursuant to certain exemptions
      from registration provided by Rule 506 of Regulation D and Section 4(2) and
      Section 4(6) of the Securities Act of 1933, as amended.





On
      November 13, 2007, Brooktide, LLC, loaned the Company $75,000, pursuant to
      a 6%
      convertible promissory note. The note is a demand note and may be prepaid at
      any
      time, without premium or penalty. The Note can be converted by the holder into
      common stock of the Company at an initial conversion price of $0.375 per
      share.




We
      currently use the offices and music recording studio of management at no cost
      to
      us. Management has agreed to continue this arrangement until we complete an
      acquisition or merger.





19




**Item
                13.**
            **Exhibits
                and Reports on Form 8-K**





**EXHIBITS:**


2.1(4)
            Securities
                Exchange Agreement dated February 12, 2007 between Rokwader, Inc.,
                Latigo
                Shore Music, Inc., and Stockholders of Latigo2.2(5)
            Revised
                Securities Exchange Agreement dated April 20, 2007 between Rokwader,
                Inc.,
                Latigo Shore Music, Inc., and Stockholders of Latigo3.1(2)
            Certificate
                of Incorporation3.2(2)
            By-Laws4.1(2)
            Specimen
                Certificate of Common Stock4.2(7)
            Escrow
                Agreement10.2(2)
            Agreement
                to Advance Funds by Yale Farar10.3(3)
            Second
                Amendment to the Agreement to Advance Funds by Yale Farar dated December
                4, 200610.4(3)
            Promissory
                Note dated December 4, 2006 in favor of Yale Farar10.5(1)
            Addendum
                to Agreement to Advance Funds by Yale Farar dated March 27,
                200710.6(1)
            Memorandum
                of Understanding between Ask Street Music, LLC and Latigo Shore Music,
                Inc. dated January 25, 200710.7(1)
            Employment
                Agreement between Steve Dorff and Latigo Shore Music, Inc. dated
                February
                1, 200710.8(1)
            Letter
                Agreement between Latigo Shore Music, Inc. and Jon Estep dated February
                13, 200710.9(1)
            Fair
                Market Valuation Opinion and Report dated March 30, 2007 re: Latigo
                Shore
                Music, Inc.10.10(5)
            6%
                Subordinated Convertible Promissory Note dated April 26,
                200710.11(6)
            Convertible
                Promissory Note dated November 13, 200731.1*
            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









*
            Filed
                herewith(1)
            These
                exhibits have been previously filed with Registrant’s Post-Effective
                Amendment No. 2 filed April 5, 2007(2)
            These
                exhibits have been previously filed with the Registrant’s SB-2
                Registration Statement (333-125314).(3)
            Filed
                as exhibits to Registrant’s Form 8-K filed December 4,
                2006(4)
            Filed
                as an exhibit to Registrant’s Form 8-K filed February 14,
                2007.(5)
            Filed
                as an exhibit to Registrant’s Form 8-K filed April 27,
                2007(6)
            Filed
                as an exhibit to Registrant’s Form 8-K filed November 13,
                2007(7)
            Filed
                as an exhibit to Registrant’s Form SB-2 filed December 6,
                2007




**FORM
      8-K:**





Form
      8-K
      filed on November 14, 2008, with respect to a loan from an affiliate to the
      Company.




20





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





During
      the last two fiscal years, Stonefield Josephson, Inc., the Company’s independent
      auditors, have billed for their services as set forth below. In addition, fees
      and services related to the audit of the financial statements of the Company
      for
      the period ended December 31, 2007, as contained in this Report, are estimated
      and included for the fiscal year ended December 31, 2007.





Year
                ended December 31,2007
            
            2006Audit
                Fees
            
            
            
            
            $
            $34,022Audit-Related
                Fees
            
            $
            --
            
            $
            --Tax
                Fees
            
            $
            --
            
            $
            --All
                Other Fees
            
            $
            --
            
            $
            --


**Pre-Approval
      Policy**




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.





**SIGNATURES**




In
      accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the Registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized on the 14 th day of
      April, 2008.




**ROKWADER,
                INC.**By:
            /s/ Yale
                FararYale
                Farar, President
              (Principal
                Executive Officer)




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


/s/
                Yale Farar
            
            Dated:
                April 14, 2008Yale
                FararPresident
                (Principal Executive Officer) and Director/s/
                Mitchell W. Turk
            
            Dated:
                April 14, 2008Mitchell
                W. TurkChief
                Financial Officer (Principal Financial and
              Accounting
                Officer), Secretary and Director/s/
                Gary Saderup
            
            Dated:
                April 14, 2008Gary
                SaderupDirector/s/
                Steve Dorff
            
            Dated:
                April 14, 2008Steve
                DorffDirector
                and President of Latigo Shore Music, Inc.




21





**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)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




*
            Filed
                herewith






II-4