**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




**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 1934****For
                the Quarterly Period Ended September 30, 2008****OR**o
            
            **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 filero
            
            Accelerated fileroNon-accelerated filero
            
            Smaller reporting companyþ





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 November 7, 2008 was 2,198,718.





**TABLE
      OF CONTENTS**





PART
                I.Item
                1. Financial Statements-(Unaudited)
            4CONSOLIDATED
                BALANCE SHEETS
            4CONSOLIDATED
                STATEMENTS OF OPERATIONS
            5CONSOLIDATED
                STATEMENT OF STOCKHOLDERS’ EQUITY
            6CONSOLIDATED
                STATEMENTS OF CASH FLOWS
            7NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            8Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations.
            15Item
                3. Quantitative and Qualitative Disclosures About Market
                Risks.
            18Item
                4T. Controls and Procedures
            18PART
                II.Item
                1. Legal Proceedings.
            19Item
                1A. Risk Factors.
            19Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds.
            19Item
                3. Defaults Upon Senior Securities.
            19Item
                4. Submission of Matter to Vote of Security Holders.
            19Item
                5. Other Information.
            19Item
                6. Exhibits.
            19SIGNATURES
            20EXHIBIT
                INDEX
            21Certification
                of CEO Pursuant to Rule 15d-14(a)
            22Certification
                of CFO Pursuant to Rule 15d-14(a)
            23Certification
                of CEO and CFO Pursuant to Section 1350
            24




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)**





SEPTEMBER 30,
            
            DECEMBER 31,2008
            
            2007(UNAUDITED)**ASSETS**CURRENT
                ASSETS:Cash
                (Note 1)
            
            $
            131,686
            
            $
            37,745Prepaid
                Insurance
            
            
            12,000
            
            
            -TOTAL
                CURRENT ASSETS
            
            
            143,686
            
            
            37,745OTHER
                ASSETSIntangible
                Assets, Net of Accumulated Amortization of $32,410 and $15,484,
                respectively (Note 4)
            
            
            59,890
            
            
            76,816Goodwill
                (Note 4)
            
            
            41,664
            
            
            41,664Deferred
                Offering Cost (Note 1)
            
            
            -
            
            
            17,810TOTAL
                OTHER ASSETS
            
            
            101,554
            
            
            136,290TOTAL
                ASSETS
            
            $
            245,240
            
            $
            174,035**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**CURRENT
                LIABILITIES:Accounts
                Payable
            
            $
            1,660
            
            $
            14,781Accrued
                Expenses
            
            
            4,663
            
            
            588Insurance
                Payable
            
            
            8,127
            
            
            -Credit
                Card Payable
            
            
            523
            
            
            -Related
                Party Note Payable (Note 3)
            
            
            75,000
            
            
            75,000TOTAL
                CURRENT LIABILITIES
            
            
            89,973
            
            
            90,369TOTAL
                LIABILITIES
            
            
            89,973
            
            
            90,369STOCKHOLDERS’
                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, 2,198,718
                and
                1,880,214 shares issued and outstanding as of September 30, 2008
                and
                December 31, 2007,respectively
            
            
            2,199
            
            
            1,881Additional
                Paid-In Capital
            
            
            653,875
            
            
            481,442(Deficit)
                Accumulated During Development Stage
            
            
            (500,807
            )
            
            (399,657
            )TOTAL
                STOCKHOLDERS' EQUITY (Note 2)
            
            
            155,267
            
            
            83,666TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            245,240
            
            $
            174,035




4




**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(A
      DEVELOPMENT STAGE COMPANY)**


**(UNAUDITED)**





FOR THE PERIODFROM MARCH 18, 2005THREE MONTHS ENDED
            
            THREE MONTHS ENDED
            
            NINE MONTHS ENDED
            
            NINE MONTHS ENDED
            
            (INCEPTION)SEPTEMBER 30, 2008
            
            SEPTEMBER 30, 2007
            
            SEPTEMBER 30, 2008
            
            SEPTEMBER 30, 2007
            
            TO SEPTEMBER 30, 2008REVENUE
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            6,500EXPENSESGeneral
                and Administrative
            
            
            35,318
            
            
            48,640
            
            
            101,150
            
            
            266,386
            
            
            507,307NET
                (LOSS)
            
            $
            (35,318
            )
            $
            (48,640
            )
            $
            (101,150
            )
            $
            (266,386
            )
            $
            (500,807
            )NET
                (LOSS) PER COMMON SHARE - BASIC & DILUTED
            
            $
            (0.02
            )
            $
            (0.04
            )
            $
            (0.05
            )
            $
            (0.22
            )
            $
            (0.34
            )WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            2,074,086
            
            
            1,147,945
            
            
            1,945,310
            
            
            1,233,456
            
            
            1,485,561




5




**ROKWADER,
      INC. AND SUBSIDIARY**


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


**(A
      DEVELOPMENT STAGE COMPANY)**


**(UNAUDITED)**





(DEFICIT)ACCUMULATEDADDITIONAL
            
            DURINGCOMMON STOCK
            
            PAID-IN
            
            DEVELOPMENTSHARES
            
            AMOUNT
            
            CAPITAL
            
            STAGE
            
            TOTALBALANCE,
                MARCH 18, 2005
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Sale
                of Common Stock on March 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 on April 23, 2007 (Note 4)
            
            
            70,000
            
            
            70
            
            
            69,930
            
            
            -
            
            
            70,000Issuance
                of Common Stock on August 16, 2007 (Note 2)
            
            
            104,500
            
            
            105
            
            
            29,155
            
            
            -
            
            
            29,260Issuance
                of Common Stock on August 16, 2007 (Note 2 & 3)
            
            
            1,000,000
            
            
            1,000
            
            
            281,823
            
            
            -
            
            
            282,823Contribution
                to Capital of Corporation September 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 on August 5, 2008, net of costs of offering of $66,127
                (Note 2)
            
            
            318,504
            
            
            318
            
            
            172,433
            
            
            -
            
            
            172,751Net
                (Loss)BALANCE,
                SEPTEMBER 30, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            (101,150
            )
            
            (101,150
            )2,198,718
            
            $
            2,199
            
            $
            653,875
            
            $
            (500,807
            )
            $
            155,267




6




**ROKWADER,
      INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(A
      DEVELOPMENT STAGE COMPANY)**





FOR THE PERIODFROM MARCH 18, 2005NINE MONTHS ENDED
            
            NINE MONTHS ENDED
            
            (INCEPTION)SEPTEMBER 30, 2008
            
            SEPTEMBER 30, 2007
            
            TO SEPTEMBER 30, 2008CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (101,150
            )
            $
            (266,386
            )
            $
            (500,807
            )Adjustments
                for non-cash items:Amortization
                expense
            
            
            16,926
            
            
            9,842
            
            
            32,410Issuance
                of stock for interest payable
            
            
            -
            
            
            -
            
            
            2,823Issuance
                of stock for services rendered
            
            
            -
            
            
            29,260
            
            
            29,260Changes
                in assets and liabilities:Prepaid
                Legal Fees
            
            
            -
            
            
            (5,000
            )
            
            -Prepaid
                Insurance
            
            
            (12,000
            )
            
            -
            
            
            (12,000
            )Deferred
                offering costs
            
            
            17,810
            
            
            94,998
            
            
            -Accounts
                payable
            
            
            (13,121
            )
            
            3,041
            
            
            1,660Accrued
                expenses
            
            
            4,075
            
            
            2,763
            
            
            4,663Insurance
                Payable
            
            
            8,127
            
            
            8,140
            
            
            8,127Credit
                Card Payable
            
            
            523
            
            
            -
            
            
            523Net
                Cash Used for Operating Activities
            
            
            (78,810
            )
            
            (123,342
            )
            
            (433,341
            )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
            )Proceeds
                from issuance of loan payable to officer
            
            
            -
            
            
            160,000
            
            
            280,000Proceeds
                from issuance of note payable
            
            
            -
            
            
            -
            
            
            75,000(Decrease)
                in restricted cash
            
            
            -
            
            
            126,635
            
            
            -Increase
                in subscription payable
            
            
            -
            
            
            (126,635
            )
            
            -Net
                Cash Provided by Financing Activities
            
            
            172,751
            
            
            160,000
            
            
            594,991NET
                INCREASE/ (DECREASE) IN CASH
            
            
            93,941
            
            
            6,694
            
            
            131,686CASH
                AT BEGINNING OF PERIOD
            
            
            37,745
            
            
            13,511
            
            
            -CASH
                AT END OF PERIOD
            
            $
            131,686
            
            $
            20,205
            
            $
            131,686Cash
                Paid During the Period for:Interest
            
            $
            4,970
            
            $
            3,248
            
            $
            12,419Income
                taxes
            
            $
            2,600
            
            $
            -
            
            $
            4,396**Non-Cash
                Investing and Financing activities**In
                addition to paying $30,000 in cash for the purchase of 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 for services rendered.
                (Note
                2)
            
            $
            -
            
            $
            29,260
            
            $
            29,260The
                Company issued 1,000,000 shares of common stock to Mr. Yale Farar
                in full
                satisfaction of $280,000 plus interest owed to Mr. Farar. (Note 2
&
                3)
            
            $
            -
            
            $
            282,823
            
            $
            282,823




7


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
      OF
      PRESENTATION





In
      the
      opinion of management, the accompanying (a) consolidated balance sheet as
      of December 31, 2007, which has been derived from audited financial
      statements, and (b) the unaudited interim consolidated financial statements
      for the three and nine months ended September 30, 2008 and 2007, include all
      adjustments (consisting of normal recurring accruals) which management considers
      necessary to present fairly the financial position of the Company as of
      September 30, 2008 and December 31, 2007, the results of its operations for
      the
      three and nine months ended September 30, 2008 and 2007, and its cash flows
      for
      the nine months ended September 30, 2008 and 2007 in conformity with accounting
      principles generally accepted in the United States.




These
      financial statements have been prepared consistently with the accounting
      policies described in the Company’s Annual Report on Form 10-K for the year
      ended December 31, 2007, as filed with the Securities and Exchange
      Commission (“SEC”) on April 15, 2008 which should be read in conjunction
      with this Quarterly Report on Form 10-Q. The notes from the consolidated
      financial statements for 2007 are incorporated by reference from the Notes
      to
      Consolidated Financial Statements as of December 31, 2007 as described in
      the Company’s Annual Report on Form 10-K. The results of operations for the
      three and nine months ended September 30, 2008 are not necessarily indicative
      of
      the consolidated results of operations to be expected for the full fiscal year
      ending December 31, 2008. The following unaudited consolidated financial
      statements have been prepared pursuant to the rules and regulations of the
      SEC. Certain information and note disclosures normally included in annual
      financial statements prepared in accordance with generally accepted accounting
      principles have been condensed or omitted pursuant to those rules and
      regulations, although the Company believes that the disclosures made are
      adequate to make the information not misleading





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 $500,807, as of September 30, 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





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
      that the Securities and Exchange Commission declared effective on November
      2,
      2005. In accordance with the SEC Staff Accounting Bulletin Topic 5A, deferred
      offering costs, consisting of legal, accounting and filing fees relating to
      this
      offering were expensed. The Company’s management determined that a qualifying
      business combination would not occur prior to May 2, 2007, therefore, wrote-off
      to expense, offering costs which had previously been deferred related to this
      offering (See Note 2).


8


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





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 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
      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.





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.


9


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





NOTE
      1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





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.





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.


10


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





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.





NOTE
      2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





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.





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
      28, 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.




11


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**





On
      September 1, 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 options to purchase 25,000 shares of its common stock at an exercise
      price of $0.75 per share. Options to purchase 12,500 shares will be granted
      upon
      execution of the consulting agreement. The options to purchase the remaining
      12,500 shares will 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. The
      options expire 2 years from the date of grant.





NOTE
      2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





The
      Company applied SFAS No. 123, “ *Accounting
      for Stock-Based Compensation* ,”
(“SFAS
      No. 123”) to account for these options 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
      the options is a more reliable measure of the consideration received for
      services performed for the Company. We determined the fair value of the options
      using the Black-Scholes option-pricing model. Factors used in the determination
      of the fair value of the options include, the stock price at the grant date,
      the
      exercise price, the expected life of the option, the volatility of the
      underlying stock, the expected dividends on it, and the risk-free interest
      rate
      over the expected life of the option. The fair value of these options granted
      was $7,566 which was calculated using the Black-Scholes option-pricing
      model.





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.


12




**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**




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.





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





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.


13


**ROKWADER,
      INC. AND SUBSIDIARY**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**(A
      DEVELOPMENT STAGE COMPANY)**


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





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




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





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





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





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.





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 nine month period
      ended September 30, 2007, the pro forma consolidated statement of operations
      would be as follows:





**Three Months Ended**
            
            **Nine Months Ended****September 30,**
            
            **September 30,****2007**
            
            **2007**Pro
                forma revenue
            
            $
            -
            
            $
            -Pro
                forma expenses
            
            
            48,640
            
            
            274,324Pro
                forma net (Loss)
            
            $
            (48,640
            )
            $
            (274,324
            )Pro
                forma net (Loss) per common share - basic
            
            
            (0.04
            )
            
            (0.21
            )Pro
                forma weighted average numberof
                common shares outstanding
            
            
            1,320,000
            
            
            1,320,000


14





**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
      February 1, 2006, Rokwader completed an initial registered public offering
      of
      its common stock pursuant to Rokwader's registration statement on Form SB−2
      (File No. 333−125314) that the Securities and Exchange Commission declared
      effective on November 2, 2005 (the “Registration Statement”). Rokwader offered
      and sold 125,000 registered shares of its common stock, at a price of $1.00
      per
      share. Pursuant to Rule 419 of Regulation C, promulgated under the Securities
      Act of 1933, as amended, Rokwader deposited all proceeds of the offering and
      the
      shares sold into an escrow account. Rokwader’s management, without the use of an
      underwriter or securities dealer, conducted the offering and Rokwader has not
      paid and will not pay commissions in connection with the sale of the shares.
      The
      shares sold and the proceeds of the offering were held in escrow pending
      completion of a business combination. Rokwader had until May 2, 2007 to
      consummate a business combination with another entity. On April 10, 2007,
      Rokwader returned these funds to the investors, including interest, as
      management determined that a qualifying business combination would not occur
      by
      May 2, 2007. Because an acquisition was not timely completed and all of the
      proceeds from the offering were returned to the investors, Rokwader has
      written-off all of its deferred offering costs.





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





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





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





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


15


Latigo
      projects expenses associated with its business over the remainder of 2008 to
      be
      approximately $90,000. Mr. Dorff has a fully equipped recording studio where
      Master Recordings and demos can be produced. From the current interest in Mr.
      Dorff’s recordings and in the 107 song musical catalogue, Latigo projects
      revenues to commence in the latter part of 2008.





**Costs
      and Resources**





During
      the remainder of 2008, we anticipate incurring costs of approximately $15,000
      related to filing of Exchange Act reports.





We
      believe we will be able to meet these costs through current monies in our
      treasury ($131,686 as of September 30, 2008), 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
      per
      share valuation 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. The
      offering was closed on August 5, 2008, after selling a total of 318,504 shares
      of its common stock at $.75 per share, for aggregate proceeds of $238,878.





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.


16





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.





**Results
      of Operation for the nine months ended September 30, 2008 and
      2007**




During
      the nine months ended September 30, 2008 and 2007, the Company had no revenues.
      During the nine months ended September 30, 2008, the Company incurred general
      and administrative expenses of $101,150 consisting primarily of operational
      expenses of Latigo and professional fees related to the Company’s SEC compliance
      with its reporting obligations. During the nine months ended September 30,
      2007
      the Company incurred general and administrative expenses of $266,386 consisting primarily of expenses related to the Company’s search for a suitable
      business to acquire and entering into an agreement to acquire Latigo as well
      as
      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 $101,150 and
      $266,386 for the
      periods ended September 30, 2008 and 2007, respectively. As of September 30,
      2008 the Company had stockholders’ equity of $155,267 compared to a
      stockholders’ equity of $83,666 as of September 30,
      2007. This increase is attributable to the closing of the Company’s initial
      public offering with the receipt of aggregate proceeds of $238,878.




**Equity
      and Capital Resources**




We
      have
      incurred losses since inception of our business (March 18, 2005) and, as of
      September 30, 2008, we had an accumulated deficit of $500,807. As of September
      30, 2008, we had cash of $131,686 and working of $53,713.




To
      date,
      we have funded our operations through short-term debt and equity financing.
      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 Company closed its initial public offering with
      the receipt of aggregate proceeds of $238,878 from the sale of 318,504 shares
      of
      its common stock at $.75 per share. The proceeds from the sale of equity and
      from 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 6 to 9 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 additional 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 such 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 September 30, 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.


17





**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.




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 September 30, 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.





**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 June 30, 2008, that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.


18


**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





**Item
                6.**
            **Exhibits.**




(a)
      Exhibits.


**Exhibit**
              
              **Item**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


19


**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:
                November 12, 2008
            /s/
                Yale FararYale
                Farar, President
              (Principal
                Executive Officer)Date:
                November 12, 2008
            /s/
                Mitchell W. TurkMitchell
                W. Turk, Chief Financial Officer
              (Principal
                Financial and Accounting
                Officer)


20


**EXHIBIT
      INDEX**


**Exhibit**
              
              **Item**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


21