UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K







x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
      2008





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.
$257,628





Issuer
revenues for its most recent fiscal year: $ -0-




Number of
shares outstanding of each of the issuer's classes of common stock at March 15,
2009:   Common Stock: 2,213,718.




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
      1A.
                  Risk
      Factors
                  6Item
      1B.
                  Unresolved
      Staff Comments
                  8Item
      2.
                  Properties
                  8Item
      3.
                  Legal
      Proceedings
                  8Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  8PART
      II
                  
                  9Item
      5.
                  Market
      for Registrant’s Common Equity and Related Stockholder Matters, and Issuer
      Purchases of Equity Securities
                  9Item
      6.
                  Selected
      Financial Data
                  10Item7.
                  Management’s
      Discussion and Analysis Of Financial Condition and Results  of
      Operation
                  10Item
      7A.
                  Quantitative
      and Qualitative Disclosures about Market Risk
                  12Item
      8.
                  Financial
      Statements and Supplemental Data
                  12Item
      9.
                  Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                  30Item9A(T).
                  Controls
      and Procedures
                  30Item
      9B.
                  Other
      Information
                  30PART
      III
                  
                  31Item
      10.
                  Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(a) of the Exchange Act
                  31Item
      11.
                  Executive
      Compensation
                  32Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  33Item
      13.
                  Certain
      Relationships and Related Transactions
                  33Item
      14.
                  Principal
      Accountant Fees and Services
                  34Part
      IV
                  35Item
      15.      Exhibits; Financial Statement
      Schedules
                  35SIGNATURES
                  36




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 shares of our common stock at a purchase price of $.75 per share,
which registration statement was declared effective on May 13, 2008. We closed
the offering after selling 318,504 shares for aggregate gross proceeds of
$238,878.




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.




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.




In other
developments, four songs from the Catalog have been recorded and used as
follows:




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 – recorded and included on a  CD which was released in
the fall of 2008.




Both
'Jake's Corner' and 'Small Town Saturday Night' are feature
films.  ‘Jake’s Corner’ was released in the fall of 2008 and ‘Small
Town Saturday Night’ is intended to be released in 2009.  However,
there is no assurance this will occur.




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.




3





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 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 limited
capital, 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 the administration of 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:





·
            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 songs, 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", "Colombo", "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".




4




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.





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 Federation of the Phonographic
      Industry (“IFPI”) estimates that billions of songs are illegally
      downloaded every year.·
            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.





The
industry has 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.





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.




5


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. On February 12, 2009, the Company agreed to issue
15,000 shares of the Company’s common stock, for services rendered, to Mr.
Dorff, Latigo’s President, Secretary, and Chief Financial Officer, and a
Director of the Company, and to extend his employment agreement to March 31,
2010.  Mr. Dorff is providing 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.






Item
1A.                      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
is only a limited trading market for our common stock, which may adversely
impact your ability to sell your shares.




There
currently is only a limited trading market for our stock.  There is no
assurance that a more active 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.




Additional
offerings of our common stock 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 increase 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.





6




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




As of
December 31, 2008 our stockholders held 1,198,718 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.






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 incur significant legal, accounting, reporting and other
expenses that we did not incur as a private company. We also 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.





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 and $129,263 for the year ended December 31, 2008.  As of
December 31, 2008, we had working capital of $32,469 and $108,870 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, the
proceeds from our IPO offering and investment by our principal stockholder has
funded our current operations. Additional financing may not be available to us
on favorable terms, if at all.





Due to
our continuing losses from business operations, our independent auditor’s report
dated March 17, 2009, 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
lack business diversification, as we are only 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 are
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 have the resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. Consequently, our business
is 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.






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 believe that 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.




7




There
is intense competition in Latigo's industry which may adversely affect the
business operations of 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.





Item
1B.                      Unresolved
Staff Comments.





None






Item
      2.
            Properties .





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, 2008.





8


PART II





Item
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.





Market
Information





The
Company's common stock, par value, $0.001 per share ("Common Stock") began
trading on the Over the Counter NASDAQ Electronic Bulletin Board ("OTC:BB")
under the symbol "ROKR” beginning in November 2008.  Since that time
there has been only limited trading. The following table sets forth, for the
period indicated, the range of high and low closing prices reported by the OTC.
Such quotations represent prices between dealers and may not include markups,
markdowns, or commissions and may not necessarily represent actual
transactions.





Fiscal
      Year Ending December 31, 2008
                  
                  High
      Bid
                  
                  
                  Low
      BidQuarter
      Ending December 31, 2008
                  
                  $
                  0.75
                  
                  
                  $
                  0.75Fiscal
      Year Ending December 31, 2009January
      31 thru March 6, 2009
                  
                  $
                  0.75
                  
                  
                  $
                  0.75








Penny Stock
Considerations





The
trading of our common stock is 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 are 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.





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 in the market place. 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
March 6, 2009, 1,895,214 of our current outstanding shares consist of restricted
common stock. Except for 15,000 shares recently issued, all of these shares
remaining are eligible for resale pursuant to Rule 144 of the Securities Act. We
have no plans or commitments to register such shares in the future.





Holders




As of the
date of this Report, we had 73 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.





9


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
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.




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. Selected financial Data.





Not
required under Regulation S-K for “smaller reporting companies.”





Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operation.




This 10−K 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 August
5, 2008, Rokwader completed an initial registered public offering of its common
stock pursuant to Rokwader's registration statement on Form SB−2 that the
Securities and Exchange Commission declared effective on May 13, 2008 (the
“Registration Statement”). Rokwader sold 318,504 shares of its common stock, at
a price of $.75 per share for gross proceeds of $238,878.





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.





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.





10


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.




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. During the quarter ended June 30, 2007, two of the
titles from the Latigo catalog, “When The Hero Dies” and “The Best Things In
Life”, have been recorded by legacy artist BJ Thomas for inclusion in the film
“Jake’s Corner”. The movie was released in the latter part of 2008.  A
soundtrack CD was released in conjunction with the release of the movie ‘Jake’s
Corner’ which contained two of the Company’s songs.




Latigo’s
expenses associated with its business through December 31, 2008, were $36,396.
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 2009.




During
the years ended December 31, 2008 and 2007, the Company had revenues of zero and
$6,500, respectively. During the years ended December 31, 2008 and 2007, the
Company incurred net losses of $(135,324) and $(286,207), respectively. As of
December 31, 2008, the Company had stockholders’ equity of $128,659. As of
December 31, 2007, the Company had stockholders’ equity of $83,666.





Costs
and Resources





During
the year ended December 31, 2008, our costs related to filing of Exchange Act
reports were $64,573. 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 judgment. 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
December 2007, when the Company filed its registration statement with the SEC
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 believes that its current capital resources will enable it to maintain
its current and planned operations through the next 12 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.




11




Equity
and Capital Resources





We have
incurred losses since inception of our business (March 18, 2005), and as of
December 31, 2008, we had an accumulated deficit of $534,981. As of December 31,
2008, we had cash of $108,870 and working capital of $32,469.




To date,
we have funded our operations through short-term debt and an IPO. 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, 2008, 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
7A.        Quantitative and Qualitative
Disclosures about Market Risk.





Not
required under Regulation S-K for “smaller reporting companies.”







Item
8. Financial Statements and Supplementary Data.





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













ROKWADER,
INC.


Index
to financial statements




AUDITED
                  PageReport
      of Independent Registered Public Accounting Firm
                  F-1Consolidated
      Balance Sheet as of December 31, 2008 and 2007
                  F-2Consolidated
      Statement of Operations for the periods ended December 31, 2008 and
      December 31, 2007 and for the period from
                    March
      18, 2005 (Inception) to December 31, 2008
                  F-3Consolidated
      Statement of Stockholders’ Equity for the periods ended December 31, 2008
      and December 31, 2007 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, 2008 and
      December 31, 2007 and for the period from March 18, 2005 (Inception) to
      December 31, 2008
                  F-5Notes
      to Consolidated Financial Statements
                  F-6




12





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, 2008 and 2007, and the related consolidated
statements of operations, stockholders’ equity, and cash flows for each of the
two years ended December 31, 2008, and the period from inception (March 18,
2005) to December 31, 2008. 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, 2008 and 2007, and the results of its operations
and its cash flows for each of the two years ended December 31, 2008, and the
period from inception (March 18, 2005) to December 31, 2008 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 $534,981 as of December 31, 2008.  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


March 17,
2009





F-1




ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(A
DEVELOPMENT STAGE COMPANY)







ASSETSDECEMBER
      31,
                                    
                                    
                                    DECEMBER
      31,2008
                                    
                                    
                                    2007CURRENT
      ASSETS:Cash
      (Note 1)
                                    
                                    $
                                    108,870
                                    
                                    
                                    $
                                    37,745Prepaid
      Insurance
                                    
                                    
                                    7,500
                                    
                                    
                                    
                                    -TOTAL
      CURRENT ASSETS
                                    
                                    
                                    116,370
                                    
                                    
                                    
                                    37,745OTHER
      ASSETSIntangible
      Assets, Net of Accumulated Amortizationof
      $37,774 and $15,484, respectively (Note 4)
                                    
                                    
                                    54,526
                                    
                                    
                                    
                                    76,816Goodwill
      (Note 4)
                                    
                                    
                                    41,664
                                    
                                    
                                    
                                    41,664Deferred
      Offering Cost (Note 1)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    17,810TOTAL
      OTHER ASSETS
                                    
                                    
                                    96,190
                                    
                                    
                                    
                                    136,290TOTAL
      ASSETS
                                    
                                    $
                                    212,560
                                    
                                    
                                    $
                                    174,035LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      Payable
                                    
                                    $
                                    2,162
                                    
                                    
                                    $
                                    14,781Accrued
      Expenses
                                    
                                    
                                    5,088
                                    
                                    
                                    
                                    588Insurance
      Payable
                                    
                                    
                                    1,651
                                    
                                    
                                    
                                    -Related
      Party Note Payable (Note 3)
                                    
                                    
                                    75,000
                                    
                                    
                                    
                                    75,000TOTAL
      CURRENT LIABILITIES
                                    
                                    
                                    83,901
                                    
                                    
                                    
                                    90,369TOTAL
      LIABILITIES
                                    
                                    
                                    83,901
                                    
                                    
                                    
                                    90,369STOCKHOLDERS’
      EQUITY:Preferred
      Stock, $.001 par value, 10,000,000 sharesauthorized,
      none issued and outstanding
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      Stock, $.001 par value, 100,000,000 sharesauthorized,
      2,198,718 and 1,880,214 shares issued andoutstanding
      as of December 31, 2008 and December 31, 2007,respectively
                                    
                                    
                                    2,199
                                    
                                    
                                    
                                    1,881Additional
      Paid-In Capital
                                    
                                    
                                    653,875
                                    
                                    
                                    
                                    481,442Paid-In
      Capital - Stock Options (Note 2)
                                    
                                    
                                    7,566
                                    
                                    
                                    
                                    -(Deficit)
      Accumulated During Development Stage
                                    
                                    
                                    (534,981
                                    )
                                    
                                    
                                    (399,657
                                    )TOTAL
      STOCKHOLDERS' EQUITY (Note 2)
                                    
                                    
                                    128,659
                                    
                                    
                                    
                                    83,666TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                    
                                    $
                                    212,560
                                    
                                    
                                    $
                                    174,035




SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-2




ROKWADER, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


(A
DEVELOPMENT STAGE COMPANY)




FOR
      THE YEAR ENDED
                                              DECEMBER
      31, 2008
                                            
                                            
                                            FOR
      THE YEAR ENDED
                                              DECEMBER
      31, 2007
                                            
                                            
                                            FOR
      THE PERIOD

                                                FROM
      MARCH 18, 2005
                                                (INCEPTION)

                                                    TO
      DECEMBER 31, 2008REVENUE
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            6,500
                                            
                                            
                                            $
                                            6,500EXPENSESGeneral
      and Administrative
                                            
                                            
                                            135,915
                                            
                                            
                                            
                                            292,707
                                            
                                            
                                            
                                            542,072OTHER
      INCOME/ (EXPENSES)Interest
      Income
                                            
                                            
                                            591
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            591NET
      (LOSS)
                                            
                                            $
                                            (135,324
                                            )
                                            
                                            $
                                            (286,207
                                            )
                                            
                                            $
                                            (534,981
                                            )NET
      (LOSS) PER COMMON SHARE - BASIC&
      DILUTED
                                            
                                            $
                                            (0.07
                                            )
                                            
                                            $
                                            (0.18
                                            )
                                            
                                            $
                                            (0.35
                                            )WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING
                                            
                                            
                                            2,009,008
                                            
                                            
                                            
                                            1,569,739
                                            
                                            
                                            
                                            1,534,428


SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-3




ROKWADER, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


(A
DEVELOPMENT STAGE COMPANY)





COMMON
      STOCK
                                                              
                                                              
                                                              ADDITIONALPAID-IN
                                                              
                                                              
                                                              PAID-INCAPITALSTOCK
                                                              
                                                              
                                                              (DEFICIT)ACCUMULATEDDURINGDEVELOPMENTSHARES
                                                              
                                                              
                                                              AMOUNT
                                                              
                                                              
                                                              CAPITAL
                                                              
                                                              
                                                              OPTIONS
                                                              
                                                              
                                                              STAGE
                                                              
                                                              
                                                              TOTALBALANCE,
      MARCH 18, 2005
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -Sale
      of Common Stock onMarch
      30, 2005
                                                              
                                                              
                                                              1,250,000
                                                              
                                                              
                                                              
                                                              1,250
                                                              
                                                              
                                                              
                                                              99,990
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              101,240Net
      (Loss)
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (28,230
                                                              )
                                                              
                                                              
                                                              (28,230
                                                              )BALANCE,
      DECEMBER 31, 2005
                                                              
                                                              
                                                              1,250,000
                                                              
                                                              
                                                              
                                                              1,250
                                                              
                                                              
                                                              
                                                              99,990
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (28,230
                                                              )
                                                              
                                                              
                                                              73,010Net
      (Loss)
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (85,220
                                                              )
                                                              
                                                              
                                                              (85,220
                                                              )BALANCE,
      DECEMBER 31, 2006
                                                              
                                                              
                                                              1,250,000
                                                              
                                                              
                                                              $
                                                              1,250
                                                              
                                                              
                                                              $
                                                              99,990
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              (113,450
                                                              )
                                                              
                                                              $
                                                              (12,210
                                                              )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 (Note 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
                                                              )
                                                              
                                                              $
                                                              83,666Issuance
      of Common Stock onAugust
      5, 2008, net of costs ofoffering
      of $66,127 (Note 2)
                                                              
                                                              
                                                              318,504
                                                              
                                                              
                                                              
                                                              318
                                                              
                                                              
                                                              
                                                              172,433
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              172,751Stock
      compensation expense (Note 2)
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              7,566
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              7,566Net
      (Loss)
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (135,324
                                                              )
                                                              
                                                              
                                                              (135,324
                                                              )BALANCE,
      DECEMBER 31, 2008
                                                              
                                                              
                                                              2,198,718
                                                              
                                                              
                                                              $
                                                              2,199
                                                              
                                                              
                                                              $
                                                              653,875
                                                              
                                                              
                                                              $
                                                              7,566
                                                              
                                                              
                                                              $
                                                              (534,981
                                                              )
                                                              
                                                              $
                                                              128,659


SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-4




ROKWADER, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(A
DEVELOPMENT STAGE COMPANY)


FOR
      THE YEAR ENDEDDECEMBER 31, 2008
                                          
                                          
                                          FOR
      THE YEAR ENDEDDECEMBER 31, 2007
                                          
                                          
                                          FOR
      THEPERIODFROMMARCH 18, 2005(INCEPTION)
      TODECEMBER 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                          
                                          $
                                          (135,324
                                          )
                                          
                                          $
                                          (286,207
                                          )
                                          
                                          $
                                          (534,981
                                          )Adjustments
      for non-cash items:Amortization
      expense
                                          
                                          
                                          22,290
                                          
                                          
                                          
                                          15,484
                                          
                                          
                                          
                                          37,774Issuance
      of stock for interest payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,823
                                          
                                          
                                          
                                          2,823Issuance
      of stock for services rendered
                                          
                                          
                                          -
                                          
                                          
                                          
                                          29,260
                                          
                                          
                                          
                                          29,260Non-cash
      stock compensation expense
                                          
                                          
                                          7,566
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          7,566Changes
      in assets and liabilities:Prepaid
      insurance
                                          
                                          
                                          (7,500
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (7,500
                                          )Deferred
      offering costs
                                          
                                          
                                          17,810
                                          
                                          
                                          
                                          77,188
                                          
                                          
                                          
                                          -Accounts
      payable
                                          
                                          
                                          (12,619
                                          )
                                          
                                          
                                          14,122
                                          
                                          
                                          
                                          2,162Accrued
      expenses
                                          
                                          
                                          4,500
                                          
                                          
                                          
                                          528
                                          
                                          
                                          
                                          5,088Insurance
      payable
                                          
                                          
                                          1,651
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,651Net
      Cash Used for Operating Activities
                                          
                                          
                                          (101,626
                                          )
                                          
                                          
                                          (146,802
                                          )
                                          
                                          
                                          (456,157
                                          )CASH
      FLOWS FROM INVESTING ACTIVITY:Acquisition
      of Latigo Shore Music, Inc. (Note 4)
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (29,964
                                          )
                                          
                                          
                                          (29,964
                                          )Net
      Cash Used for Investing Activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (29,964
                                          )
                                          
                                          
                                          (29,964
                                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
                                          
                                          
                                          172,751
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          273,991Repayment
      of loan payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (34,000
                                          )
                                          
                                          
                                          (34,000
                                          )Proceeds
      from issuance of loan payable to officer
                                          
                                          
                                          -
                                          
                                          
                                          
                                          160,000
                                          
                                          
                                          
                                          280,000Proceeds
      from issuance of note payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          75,000
                                          
                                          
                                          
                                          75,000Decrease
      in restricted cash
                                          
                                          
                                          -
                                          
                                          
                                          
                                          126,635
                                          
                                          
                                          
                                          -(Decrease)
      in subscription payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (126,635
                                          )
                                          
                                          
                                          -Net
      Cash Provided by Financing Activities
                                          
                                          
                                          172,751
                                          
                                          
                                          
                                          201,000
                                          
                                          
                                          
                                          594,991NET
      INCREASE IN CASH
                                          
                                          
                                          71,125
                                          
                                          
                                          
                                          24,234
                                          
                                          
                                          
                                          108,870CASH
      AT BEGINNING OF PERIOD
                                          
                                          
                                          37,745
                                          
                                          
                                          
                                          13,511
                                          
                                          
                                          
                                          -CASH
      AT END OF PERIOD
                                          
                                          $
                                          108,870
                                          
                                          
                                          $
                                          37,745
                                          
                                          
                                          $
                                          108,870Cash
      Paid During the Period for:Interest
                                          
                                          $
                                          6,491
                                          
                                          
                                          $
                                          4,149
                                          
                                          
                                          $
                                          13,940Income
      taxes
                                          
                                          $
                                          3,400
                                          
                                          
                                          $
                                          1,796
                                          
                                          
                                          $
                                          5,196Non-Cash
      Investing and Financing activitiesIn
      addition to paying $30,000 in cash for the purchaseof
      Latigo Shore Music, Inc., the Company issued 70,000shares
      of common stock (Note 4) valued at
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          70,000
                                          
                                          
                                          $
                                          70,000The
      Company issued 104,500 shares of common stock forservices
      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, and still meets
the requirements of a development stage company.  The Company has an
accumulated deficit of $534,981, as of December 31, 2008.





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





The
Company filed a registration statement, Form S-1, with the SEC on December 6,
2007. The SEC declared the registration statement effective on May 13, 2008. On
August 5, 2008, the Company closed its initial public offering after selling
318,504 shares of its common stock at a price of $0.75 per share for gross
proceeds of $238,878. After $66,127 of offering costs, the net proceeds totaled
$172,751.  Net proceeds will be used to acquire music catalogues, for
music production and promotion and for general working capital.





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 incurred prior to the
commencement of operations must be deferred and then they may be written off
over a 180-month period.  Tax deductible losses can be carried forward
for 20 years until utilized for federal tax purposes.  The Company
will provide a valuation allowance in the full amount of the deferred tax assets
since there is no assurance of future taxable income.





F-6




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)











NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





INCOME
TAXES (CONTINUED)





On
January 1, 2007, the Company adopted Financial Accounting Standards Board
(“FASB”) Interpretation(“FIN”) No. 48, Accounting  for
Uncertainty in Income Taxes – an Interpretation of FASB Statement 109(FIN No. 48). FIN No. 48 clarifies the accounting  for
uncertainty in income taxes by prescribing rules for recognition, measurement
and classification in financial statements of tax positions taken or expected to
be in a tax return.  FIN No. 48 prescribes a two-step process for the
financial statement measurement and recognition of a tax
position.  The first step involves the determination of whether it is
more likely than not (greater than 50 percent likelihood) that a tax position
will be sustained upon examination, based on the technical merits of the
position.  The second step requires that any tax position that meets
the more likely than not recognition threshold be measure and recognized in the
financial statements at the largest amount of benefit that is a greater than 50
percent likelihood of being realized upon ultimate settlement.  FIN
No. 48 also provides guidance on the accounting for related interest and
penalties, Financial statement classification and disclosure.  The
company has determined that there is no material impact on the consolidated
financial position, results of operations or cash flows from the adoption of FIN
No. 48.





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.





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.





RECENT
ACCOUNTING PRONOUNCEMENTS





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 did not have a
significant effect on the financial statements of the Company.





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 (CONTINUED)





In
December 2007, the FASB revised SFAS No. 141(R), “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.





In March
2008, the FASB issued SFAS No. 161, “ Disclosures about Derivative Instruments
and Hedging Activities – an amendment of FASB Statement No. 133.” This
statement, an amendment of FASB No. 133, increases the amount of information
that an entity is required to disclose in regards to its derivative instruments
and hedging activities. This statement is effective for fiscal years and interim
periods beginning November 15, 2008 and early application is
encouraged.  This statement is not expected to have a significant
effect on the financial statements of the Company.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  This statement outlines the accounting
principles and the statement was issued to provide a framework for using these
principles in the preparation of financial statements of nongovernmental
entities.  This statement is effective 60 days after the SEC’s
approval of the Public Company Accounting Board Oversight amendments to AU
Section 411, which occurred on May 18, 2008.  This statement is not
expected to have a significant effect on the financial statements of the
Company.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts –An Interpretation of FASB Statement No.
60.”  This statement requires that an insurance enterprise recognize a
claim liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also explains
how Statement 60 applies to financial guarantee insurance contracts and expands
disclosures about financial guarantee insurance contracts.  This
Statement is effective for fiscal years and interim periods beginning after
December 15, 2008.  It 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.





F-8




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)











NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





Accordingly,
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 applied 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 judgements.  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.





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.





F-9




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)











NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





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.





The
Company filed a registration statement, Form S-1, with the SEC on December 6,
2007. The SEC declared the registration statement effective on May 13, 2008. On
August 5, 2008, the Company closed its initial public offering after selling
318,504 shares of its common stock at a price of $0.75 per share for gross
proceeds of $238,878. After $66,127 of offering costs, the net proceeds totaled
$172,751.  Net proceeds will be used to acquire music catalogues, for
music production and promotion and for general working capital.





On August
29, 2008, the Company’s board of directors agreed to issue 9,000 stock options
to Mr. Gary Saderup for the purchase of the Company’s shares of common
stock.  The stock options are exercisable at $0.75 per share and
expire 2 years from the date of grant.





On August
31, 2008, the Company additionally agreed to enter into a consulting agreement
with Mr. Stephen Horwitz.  According to the agreement, Mr. Horwitz
would act as a consultant to the Company for 18 months.  The Company
will grant Mr. Horwitz warrants to purchase 25,000 shares of its common stock at
an exercise price of $0.75 per share. Warrants to purchase 12,500 shares will be
granted upon execution of the consulting agreement.  The warrants to
purchase the remaining 12,500 shares were to be granted in 90 days, subject to
approval by the President of the Company as to the quality of the work performed
by Mr. Horwitz.  On November 26, 2008, the Board of Directors denied
the grant of the remaining 12,500 shares.  Additionally, the
consulting agreement will remain in effect until June 1, 2009, a total of nine
months.  The 12,500 warrants issued expire 2 years from the date of
grant.





The
Company applied SFAS No. 123, “Accounting for Stock-Based
Compensation,” (“SFAS No. 123”) to account for these options and warrants
issued.  According to SFAS No. 123, all transactions in which goods or
services are the consideration received for the issuance of equity instruments
shall be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably
measurable.  The Company believes that fair value of these options and
warrants is a more reliable measure of the consideration received for services
performed for the Company.  We determined the fair value of these
equity instruments  using the Black-Scholes option-pricing
model.  Factors used in the determination of the fair value of these
equity instruments include, the stock price at the grant date, the exercise
price, the expected life of the equity instrument, the volatility of the
underlying stock, the expected dividends on it, and the risk-free interest rate
over the expected life of the equity instrument.  The fair value of
these options and warrants granted was $7,566 which was calculated using the
Black-Scholes option-pricing model.





At
December 31, 2008, the 21,500 vested options are outstanding at an exercise
price of $0.75 per share and there is no intrinsic
value.  Compensation cost charged to operations was $7,566 and zero,
respectively, for the years ended December 31, 2008 and 2007.





F-10




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)











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.





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 was declared
effective May 13, 2008 and finalized on August 5, 2008.





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, Mr. Dorff, director and President of Latigo provides music studio
facilities to us at no cost.  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.





F-11




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)








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.




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




Latigo
had not met the required net profits highlighted in the earn-out provision of
the Agreement.  Therefore, no additional shares were issued to Mr.
Dorff.  The earn-out provision of the Agreement expired on December
31, 2008.





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.





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)





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 PriceCash
                        
                        $
                        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.





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.





F-13




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)











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





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 year
ended December 31, 2007, the pro forma consolidated statement of operations
would be as follows:




For
      the Year EndedDecember 31,2007Pro
      forma revenue
                                    
                                    $
                                    6,500Pro
      forma expenses
                                    
                                    
                                    300,645Pro
      forma net (Loss)
                                    
                                    $
                                    (294,145
                                    )Pro
      forma net (Loss) per commonshare
      - basic
                                    
                                    
                                    (0.18
                                    )Pro
      forma weighted average numberof
      common shares outstanding
                                    
                                    
                                    1,591,041





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:




CurrentFederal
                              
                              $
                              -State
                              
                              
                              800800DeferredNet
      Change in deferred tax assets:Federal
                              
                              
                              -State
                              
                              
                              -$
                              -


As of
December 31, 2008, the Company had incurred $286,000 of start-up expenses
amortizable over 15 years. Also, the Company acquired certain intangible assets
in the amount of $58,500 amortizable over 15 years.  Additionally, the
Company has net operating loss carry forwards of approximately $242,000 for both
federal and state purpose.  These federal and state carry forwards are
scheduled to expire beginning in 2027.  There could be certain
limitation, imposed by Section 382 of the Internal Revenue Code, on the
utilization of these loss carry-forwards, if there were more than a 50 percent
change of control.  The Company has recorded a deferred tax asset of
$218,000.  As of December 31, 2008, the Company established a
valuation allowance of $218,000 to fully offset the deferred tax asset based on
a brief history of operations.








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
      9.
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.





Not
applicable.





Item
      9A(T).
            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-K, 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, 2007 and 2008 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, 2007 and
2008. There have not been any significant changes in the Company’s critical
accounting policies identified since the Company filed its Form 10-K as of
December 31, 2007 and 2008.





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, 2008. 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, 2008, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.







Item
      9B.
            Other
      Information.




Not
applicable.








30




PART III





Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.




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
                      
                      70
                      
                      President
      and Director
                      
                      2005Mitchell
      W. Turk
                      
                      53
                      
                      Chief
      Financial Officer, Secretary and Director
                      
                      2005Gary
      Saderup
                      
                      57
                      
                      Director
                      
                      2005Steve
      Dorff
                      
                      59
                      
                      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".




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.




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 during the latter part of
2009.




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.




31




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.






Item
      11.
            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
                              2008
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0President
                              2007
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              02006
                              
                              
                              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, and except
for Steve Dorff, there are no employment agreements.  In connection
with the acquisition of Latigo, the Company entered into an employment agreement
with Mr. Dorff, which expired on January 31, 2009. On February 12, 2009, the
Company authorized the issuance of 15,000 shares of its common stock to Mr.
Dorff for past services rendered to the Company and extended his employment
agreement until March 31, 2009. Under the terms of the agreement Mr. Dorff, the
President, Secretary and Chief Financial officer of Latigo, will continue to
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.




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.




32




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.








Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.




The
following tables set forth as of March 15, 2009 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.




Name
      and Address of Beneficial Owner (1)
                    
                    Shares
      Beneficially
                      Owned
                    
                    
                    Percentage of
                      Outstanding
                      Common StockBrooktide,
      LLC (2)
                    
                    
                    1,690,214
                    
                    
                    
                    76.9
                    %Yale
      Farar (3)
                    
                    
                    1,690,214
                    
                    
                    
                    76.9
                    %Mitchell
      W. Turk (4)
                    
                    
                    40,000
                    
                    
                    
                    1.8
                    %Gary
      Saderup (4)
                    
                    
                    25,000
                    
                    
                    
                    1.1
                    %Steve
      Dorff (4)
                    
                    
                    115,000
                    
                    
                    
                    4.5
                    %Officers
      and Directors (4 persons)
                    
                    
                    1,870,214
                    
                    
                    
                    84.4
                    %




(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
    13.
            Certain Relationships and
      Related Transactions and Director Independence.




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.




33




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, 2008, as contained in this Report, are estimated
and included for the fiscal year ended December 31, 2008.





Year
      ended December 31,2008
                
                
                2007Audit
      Fees
                
                $
                24,000
                
                
                $
                24,000Audit-Related
      Fees
                
                $
                10,113
                
                
                $
                2,973Tax
      Fees
                
                $
                -0-
                
                
                $
                -0-All
      Other Fees
                
                $
                -0-
                
                
                $
                -0-





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.




34


PART
IV









Item
      15.
            Exhibits;
      Financial Statement Schedules.





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:





None.







35





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 the17th day of
March, 2009.




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:  March
      17, 2009Yale
      FararPresident
      (Principal Executive Officer) and Director/s/
      Mitchell W. Turk
                            
                            Dated:
      March 17, 2009Mitchell
      W. TurkChief
      Financial Officer (Principal Financial and
                              Accounting
      Officer), Secretary and Director/s/
      Gary Saderup
                            
                            Dated:
      March 17, 2009Gary
      SaderupDirector/s/
      Steve Dorff
                            
                            Dated:
      March 17, 2009Steve
      DorffDirector
      and President of Latigo Shore Music, Inc.







36




EXHIBIT
INDEX




Exhibit
                  
                  Item3.1
                  
                  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




37