SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549




Form 10-Q




(Mark
      One)þ
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
      OF 1934For the Quarterly Period Ended
      March 31, 2009ORo
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
      OF 1934




For the
transition period from ______________ to ______________




Commission
File No. 333-125314





ROKWADER,
INC.


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





DELAWARE
              (State
      or other jurisdiction of
              incorporation
      or organization)
            
            7929
              (Primary
      Standard Industrial
              Classification
      Code Number)
            
            73-1731755
              (I.R.S.
      Employer
              Identification
      No.)




23950
Craftsman Road


Calabasas,
CA 91302


(Address
of principal executive offices)


(818)
224-3675


(Registrant’s telephone number,
including area code)





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company þ




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





The
number of shares of Common Stock, $0.001 par value, of the registrant
outstanding at May 6, 2009 was 2,213,718.











TABLE OF
CONTENTS





PART
      I.
            
            4Item
      1. Financial Statements.
            
            4CONSOLIDATED
      BALANCE SHEETS
            
            4CONSOLIDATED
      STATEMENTS OF OPERATIONS
            
            5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
            
            6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
            
            7Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations.
            
            13Item
      3. Quantitative and Qualitative Disclosures About Market
      Risks.
            
            15Item
      4T. Controls and Procedures
            
            15PART
      II.
            
            16Item
      1. Legal Proceedings.
            
            16Item
      1A. Risk Factors.
            
            16Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
            
            16Item
      3. Defaults Upon Senior Securities.
            
            16Item
      4. Submission of Matter to Vote of Security Holders.
            
            16Item
      5. Other Information.
            
            16Item
      6. Exhibits.
            
            17SIGNATURES
            
            17EXHIBIT
      INDEX
            
            18Certification
      of CEO Pursuant to Rule 15d-14(a)Certification
      of CFO Pursuant to Rule 15d-14(a)Certification
      of CEO and CFO Pursuant to Section 1350




2




FORWARD-LOOKING
STATEMENTS




This
Quarterly Report on Form 10-Q (“Form10-Q”) contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws, including, but
not limited to, any projections of earnings, revenue or other financial items;
any statements of the plans, strategies and objectives of management for future
operations; any statements concerning proposed new products or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the
foregoing.





Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties.





Forward-looking
statements may include the words “may,” “could,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,”
“seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or
similar expressions, or the negatives of these words. These forward-looking
statements present our estimates and assumptions only as of the date of this
Form 10-Q. Except for our ongoing obligation to disclose material information as
required by the federal securities laws, we do not intend, and undertake no
obligation, to update any forward-looking statement. We caution readers not to
place undue reliance on any such forward-looking statements. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual outcomes will likely vary materially from those
indicated.




3





PART
I.




Item 1.  Financial
      Statements.




ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(A
DEVELOPMENT STAGE COMPANY)




MARCH
      31,2009
              
              
              DECEMBER
      31,(UNAUDITED)
              
              
              2008ASSETSCURRENT
      ASSETS:Cash
      (Note 1)
              
              $
              90,073
              
              
              $
              108,870Prepaid
      Insurance
              
              
              3,000
              
              
              
              7,500TOTAL
      CURRENT ASSETS
              
              
              93,073
              
              
              
              116,370OTHER
      ASSETSIntangible
      Assets, Net of Accumulated Amortization of $42,999 and $37,774,
      respectively
              
              
              49,301
              
              
              
              54,526Goodwill
      (Note 4)
              
              
              41,664
              
              
              
              41,664TOTAL
      OTHER ASSETS
              
              
              90,965
              
              
              
              96,190TOTAL
      ASSETS
              
              $
              184,038
              
              
              $
              212,560LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      Payable
              
              $
              11,091
              
              
              $
              2,162Accrued
      Expenses
              
              
              6,213
              
              
              
              5,088Insurance
      Payable
              
              
              -
              
              
              
              1,651Related
      Party Note Payable (Note 3)
              
              
              75,000
              
              
              
              75,000TOTAL
      CURRENT LIABILITIES
              
              
              92,304
              
              
              
              83,901TOTAL
      LIABILITIES
              
              
              92,304
              
              
              
              83,901STOCKHOLDERS’
      EQUITY:Preferred
      Stock, $.001 par value, 10,000,000 shares authorized, none issued and
      outstanding
              
              
              -
              
              
              
              -Common
      Stock, $.001 par value, 100,000,000 shares authorized, 2,213,718 and
      2,198,718 shares issued and outstanding as of March 31, 2009 and December
      31, 2008, respectively
              
              
              2,214
              
              
              
              2,199Additional
      Paid-In Capital
              
              
              665,110
              
              
              
              653,875Paid-In
      Capital - Stock Options (Note 2)
              
              
              7,566
              
              
              
              7,566(Deficit)
      Accumulated During Development Stage
              
              
              (583,156
              )
              
              
              (534,981
              )TOTAL
      STOCKHOLDERS' EQUITY (Note 2)
              
              
              91,734
              
              
              
              128,659TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              184,038
              
              
              $
              212,560


SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




4




ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





FOR
      THE PERIODTHREE
      MONTHS
            
            
            THREE
      MONTHS
            
            
            FROM
      MARCH 18, 2005ENDED
            
            
            ENDED
            
            
            (INCEPTION)MARCH
      31, 2009
            
            
            MARCH
      31, 2008
            
            
            TO
      MARCH 31, 2009REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            6,500EXPENSESGeneral
      and Administrative
            
            
            48,330
            
            
            
            38,598
            
            
            
            590,402OTHER
      INCOME/ (EXPENSES)Interest
      Income
            
            
            155
            
            
            
            -
            
            
            
            746NET
      (LOSS)
            
            $
            (48,175
            )
            
            $
            (38,598
            )
            
            $
            (583,156
            )NET
      (LOSS) PER COMMON SHARE - BASIC&
      DILUTED
            
            $
            (0.02
            )
            
            $
            (0.02
            )
            
            $
            (0.37
            )WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING
            
            
            2,206,551
            
            
            
            1,880,214
            
            
            
            1,575,385


SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




5




ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





FOR
      THE PERIODTHREE
      MONTHS
            
            
            THREE
      MONTHS
            
            
            FROM
      MARCH 18, 2005ENDED
            
            
            ENDED
            
            
            (INCEPTION)MARCH
      31, 2009
            
            
            MARCH
      31, 2008
            
            
            TO
      MARCH 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (48,175
            )
            
            $
            (38,598
            )
            
            $
            (583,156
            )Adjustments
      for non-cash items:Amortization
      expense
            
            
            5,225
            
            
            
            5,642
            
            
            
            42,999Issuance
      of stock for interest payable
            
            
            -
            
            
            
            -
            
            
            
            2,823Issuance
      of stock for services rendered
            
            
            11,250
            
            
            
            -
            
            
            
            40,510Non-cash
      stock compensation expense
            
            
            -
            
            
            
            -
            
            
            
            7,566Changes
      in assets and liabilities:Prepaid
      insurance
            
            
            4,500
            
            
            
            -
            
            
            
            (3,000
            )Deferred
      offering costs
            
            
            -
            
            
            
            (25,026
            )
            
            
            -Accounts
      payable
            
            
            8,929
            
            
            
            27,659
            
            
            
            11,091Accrued
      expenses
            
            
            1,125
            
            
            
            1,125
            
            
            
            6,213Insurance
      payable
            
            
            (1,651
            )
            
            
            -
            
            
            
            -Net
      Cash Used for Operating Activities
            
            
            (18,797
            )
            
            
            (29,198
            )
            
            
            (474,954
            )CASH
      FLOWS FROM INVESTING ACTIVITY:Acquisition
      of Latigo Shore Music, Inc. (Note 4)
            
            
            -
            
            
            
            -
            
            
            
            (29,964
            )Net
      Cash Used for Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            (29,964
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            273,991Repayment
      of loan payable
            
            
            -
            
            
            
            -
            
            
            
            (34,000
            )Proceeds
      from issuance of loan payable to officer
            
            
            -
            
            
            
            -
            
            
            
            280,000Proceeds
      from issuance of note payable
            
            
            -
            
            
            
            -
            
            
            
            75,000Net
      Cash Provided by Financing Activities
            
            
            -
            
            
            
            -
            
            
            
            594,991NET
      (DECREASE)/ INCREASE IN CASH
            
            
            (18,797
            )
            
            
            (29,198
            )
            
            
            90,073CASH
      AT BEGINNING OF PERIOD
            
            
            108,870
            
            
            
            37,745
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            90,073
            
            
            $
            8,547
            
            
            $
            90,073Cash
      Paid During the Period for:Interest
            
            $
            1,138
            
            
            $
            1,057
            
            
            $
            15,078Income
      taxes
            
            $
            -
            
            
            $
            60
            
            
            $
            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
            
            $
            -
            
            
            $
            -
            
            
            $
            70,000The
      Company issued 104,500 shares of common stock forservices
      rendered. (Note 2)
            
            $
            -
            
            
            $
            -
            
            
            $
            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)
            
            $
            -
            
            
            $
            -
            
            
            $
            282,823The
      Company issued 15,000 shares of common stock forservices
      rendered. (Note 2)
            
            $
            11,250
            
            
            $
            -
            
            
            $
            11,250


SEE
ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
  6




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





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 has 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 $583,156, as of March 31, 2009.





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.





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.





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.





7




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)








NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





CASH AND
CASH EQUIVALENTS





Cash and
cash equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.





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.





LOSS PER
COMMON SHARE





Basic
losses per common share are 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
April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB
28-1”). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, "
Disclosures about Fair Value of Financial Instruments”, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. FSP FAS
107-1 and APB 28-1 is effective for interim reporting periods ending after
June 15, 2009, with early adoption permitted.  It is not expected
to have a significant effect on the financial statements of the
Company.





In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2
“Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS
115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the
other-than-temporary impairment (“OTTI”) guidance in GAAP for debt securities
and the presentation and disclosure requirements of OTTI on debt and equity
securities in the financial statements. This FSP does not amend existing
recognition and measurement guidance related to OTTI of equity securities. FSP
FAS 115-2 and FAS 124-2 require separate display of losses related to credit
deterioration and losses related to other market factors. When an entity does
not intend to sell the security and it is more likely than not that an entity
will not have to sell the security before recovery of its cost basis, it must
recognize the credit component of OTTI in earnings and the remaining portion in
other comprehensive income. FSP FAS 115-2 and FAS 124-2 is effective for interim
reporting periods ending after June 15, 2009, with early adoption
permitted. These statements are not expected to have a significant effect on the
financial statements of the Company.





In
April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP
FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair
value in accordance with SFAS No. 157, “Fair Value Measurements” (“SFAS
157”), when the volume and level of activity for the asset or liability have
significantly decreased. FSP FAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP FAS 157-4 is
effective for interim reporting periods ending after June 15, 2009, with
early adoption permitted.  It is not expected to have a significant
effect on the financial statements of the Company.





8




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





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.





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 judgments.  The valuation of the per share
value of the Company’s common stock was determined contemporaneously by the
Board of Directors, in its best judgment. Over the past year, the Company’s
share valuation has fluctuated in response to the Company’s varying business
condition.





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.





9





ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





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





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





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





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 March
31, 2009, 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 zero for the three month period ended March 31, 2009
and $7,566 for the year ended December 31, 2008.





On
February 12, 2009, the Company issued 15,000 shares of its common stock at a
price of $0.75 per share to Mr. Steve Dorff for services
performed.  Using the results of its initial public offering performed
on August, 5, 2008, the Company determined that the price of $0.75 per share was
a fair value for the shares issued to Mr. Steve Dorff.




10





ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





The
Company applied SFAS No. 123, “Accounting for Stock-Based
Compensation,” to account for these shares 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 reliable
measure.  The Company believes that the fair value of these shares is
a more reliable measure of the consideration received for services performed for
the 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.




11




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





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.





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





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





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





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





Allocation
      of Purchase 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.




12




Item 2. Management’s Discussion and Analysis
or Plan of Operation   .




This 10-QSB 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 elsewhere 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 “Cautionary Note Regarding Forward Looking Statements” and
“Updates to Risk Factors” below.




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.







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 for the three month period ending March
31, 2009, were $5,250. 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 early part of 2010.





During
the three months ended March 31, 2009 and 2008, the Company had no
revenues.  During the three months ended March 31, 2009 and 2008, the
Company incurred net losses of $(48,175) and $(38,598),
respectively.  As of March 31, 2009, the Company had stockholders’
equity of $91,734.  As of March 31, 2008, the company had
stockholders’ equity of $45,068.





13





Costs
and Resources





During
the remainder of 2009, we anticipate incurring costs of approximately $75,000
related to filing of Exchange Act reports.





We
believe we will be able to meet these costs through current monies in our
treasury ($90,073 as of March 31, 2009), additional amounts loaned to us by our
President, Mr. Yale Farar and amounts loaned to us by Brooktide, LLC., a company
controlled by Mr. Farar, proceeds from our current public offering, deferral of
fees by certain service providers, if necessary, and revenues from
operations.  On February 23, 2007, Rokwader and Mr. Farar, executed a
promissory note issued pursuant to the terms of the Agreement to Advance Funds
entered into by and between Rokwader and Mr. Farar and dated September 21, 2005
(the “Agreement”), the Amended Agreement to Advance Funds entered into by and
between Rokwader and Mr. Farar dated May 10, 2006 (the “Amended Agreement”), and
the Second Amended Agreement to Advance Funds entered into by and between
Rokwader and Mr. Farar and dated December 4, 2006. The promissory note directed
Mr. Farar to advance up to an additional $50,000 to Rokwader.   On April
26, 2007, Mr. Farar, loaned Rokwader an additional $110,000 in accordance with a
6% Subordinated Convertible Promissory Note (“Note”) executed by Rokwader,
bringing the total funds advanced by Mr. Farar to $280,000. On August 16, 2007,
the Company issued 1,000,000 shares of its common stock to Brooktide, LLC (a
company controlled by Mr. Yale Farar) in full satisfaction of $280,000 plus
interest owed to Mr. Farar at that time. On November 13, 2007, Brooktide, LLC,
loaned the Company $75,000, pursuant to a 6% convertible promissory note. The
note is a demand note and may be prepaid at any time, without premium or
penalty. The Note can be converted by the holder into common stock of the
Company at an initial conversion price of $0.375 per share.





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





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





On
December 6, 2007, the Company filed a registration statement with the SEC for
the sale of its common stock to raise up to $525,000 in new
capital.  The registration statement was declared effective by the SEC
on May 13, 2008.  There is no assurance that this new stock offering
will be successful or completed.





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





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





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




14





Results
of Operation for the three months ended March 31, 2009 and 2008




During
the three months ended March 31, 2009 and 2008, the Company had no
revenues.  During the three months ended March 31, 2009, the Company
incurred general and administrative expenses of $48,330, consisting primarily of
operational expenses of Latigo and professional fees related to preparation of
the Company’s 10-KSB.  During the first three months of 2008 the
Company incurred general and administrative expenses of $38,598 consisting
primarily of expenses related to the Company’s search for a suitable business to
acquire and for professional expenses related to the Company’s SEC compliance
with its reporting obligations.  These operating expenses combined
with a lack of revenues resulted in net losses of $(48,175) and $(38,598) for
the periods ended March 31, 2009 and 2008, respectively.  As of March
31, 2009 the Company had stockholders’ equity of $91,734 compared to a
stockholders’ equity of $45,068 as of March 31, 2008.





Equity
and Capital Resources




We have
incurred losses since inception of our business (March 18, 2005) and, as of
March 31, 2009, we had an accumulated deficit of $583,156.  As of
March 31, 2009, we had cash of $90,073 and working capital of $769.




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




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





Off-balance Sheet Arrangements




Since our
inception through March 31, 2009, 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
3. Quantitative
and Qualitative Disclosures About Market Risks.




Not
Applicable.




Item 4.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 Quarterly Report on Form 10-Q,
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.





15





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
Quarterly 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 Principle Executive
Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures as of March 31, 2008 and 2009, 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.





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 March 31, 2009, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





PART II.





Item
      1. Legal
      Proceedings.





None





Item
      1A.Risk
      Factors.





Not
Applicable





Item
      2.Unregistered
      Sales of Equity Securities and Use of
Proceeds.





None





Item
      3.Defaults
      Upon Senior Securities.





None





Item
      4.Submission
      of Matter to Vote of Security Holders.





None





Item
      5.Other
      Information.





None





16




Item
      6.Exhibits.




(a)
Exhibits.




Exhibit
            
            Item31.1
            
            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




SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





ROKWADER,
      INC.Date:
      May 15, 2009
            /s/
      Yale FararYale
      Farar, President
              (Principal
      Executive Officer)Date:
      May 15, 2009
            /s/
      Mitchell W. TurkMitchell
      W. Turk, Chief Financial Officer
              (Principal
      Financial and Accounting Officer)




17





EXHIBIT INDEX





Exhibit
            
            Item31.1
            
            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




18