**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**








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


For
      the
      quarterly period ended March
      31, 2006





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


For
      the
      transition period from _____________________ to ______________





Commission
      file number 333-125314





ROKWADER,
      INC.


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


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


23950
      Craftsman Road, Calabasas, CA 91302


(Address
      of principal executive offices)





(818)
      224-3675


(Issuer’s
      telephone number)





N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
xNo
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x  No
o





As
      of May
      11, 2006, there were 1,250,000 shares issued and outstanding of the registrant’s
      common stock. In addition, as of May 11, 2006, there were another 125,000 shares
      of the registrant’s common stock issued and held in escrow pursuant to Rule 419
      of the Securities Act.





Transitional
      Small Business Disclosure Format:


Yes
oNo
x










**INDEX**




**Page**PART
                I.
            FINANCIAL
                INFORMATION
            3Item
                1.
            Financial
                Statements
            F-1Balance
                Sheet as of March 31, 2006 (unaudited) and December 31,
                2005*
            F-2Statement
                of Operations for the three months ended March 31, 2006 (unaudited),
                for
                the period from March 18, 2005 (Inception) to March 31, 2005, and
                for the
                period from March 18, 2005 (Inception) to March 31, 2006
                (unaudited)***
            F-3Statement
                of Changes in Stockholders’ Equity for the three months ended March 31,
                2006 (unaudited), for the period from March 18, 2005 (Inception)
                to
                December 31, 2005, and for the period from March 18, 2005 (Inception)
                to
                March 31, 2006 (unaudited)***
            F-4Statement
                of Cash Flows for the three months ended March 31, 2006 (unaudited),
                for
                the period from March 18, 2005 (Inception) to March 31, 2005, and
                for the
                period from March 18, 2005 (Inception) to March 31, 2006
                (unaudited)***
            F-5Notes
                to Unaudited Financial Statements
            F-6Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            4Item
                3.
            Controls
                and Procedures
            10PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            10Item
                5.
            Other
                Information
            11Item
                6.
            Exhibits
            11Signatures
            
            12


__________


*
      The
      Registrant was incorporated March 18, 2005; therefore, financial statements
      for
      a full three-month comparable period of the preceding fiscal year are not
      available. Results for the period from March 18, 2005 to March 31, 2005 and
      cumulative results from March 18, 2005 (Inception) to March 31, 2006 are
      included in this Quarterly Report.




2





**PART
      I — FINANCIAL INFORMATION**




**Item
      1.**   **Financial
      Statements.**




The
      accompanying financial statements as of and for the period ended March 31,
      2006,
      which have been derived from audited financial statements and the interim
      unaudited financial statements of Rokwader, Inc. (the “Company,” “we” or “us”),
      have been prepared in accordance with U.S. generally accepted accounting
      principles for interim financial information and with instructions to
      Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not
      include all of the information and footnotes required by U.S. generally accepted
      accounting principles for complete financial statements. The accompanying
      financial statements include all adjustments (consisting of normal recurring
      adjustments) that we consider necessary for a fair presentation of the financial
      condition, results of operations and cash flows for the periods presented.
      The
      results of operations for the three months ended March 31, 2006, shown herein
      are not necessarily indicative of the results that may be expected for the
      year
      ended December 31, 2006, or for any other period. These financial
      statements, and notes thereto, should be read in conjunction with the financial
      statements, and notes thereto, included in the Company’s Annual Report on Form
      10-KSB for the year ended December 31, 2005, as filed with the Securities and
      Exchange Commission on March 30, 2006.





3





**ROKWADER,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET**





**ASSETS**MARCH
                31,
            
            DECEMBER
                31,2006
            
            2005(unaudited)CURRENT
                ASSETS:Cash
            
            $
            5,408
            
            $
            981Restricted
                Cash
            
            
            125,000
            
            
            -TOTAL
                CURRENT ASSETS
            
            
            130,408
            
            
            981OTHER
                ASSETSDeferred
                Offering Cost
            
            
            94,302
            
            
            89,035TOTAL
                OTHER ASSETS
            
            
            94,302
            
            
            89,035TOTAL
                ASSETS
            
            $
            224,710
            
            $
            90,016**LIABILITIES
                AND STOCKHOLDERS’**EQUITY****CURRENT
                LIABILITIES:Accounts
                Payable
            
            $
            18,460
            
            $
            2,006Loan
                Payable To Officer
            
            
            42,000
            
            
            15,000Subscription
                Payable
            
            
            125,000
            
            
            -TOTAL
                CURRENT LIABILITIES
            
            
            185,460
            
            
            17,006TOTAL
                LIABILITIES
            
            
            185,460
            
            
            17,006STOCKHOLDERS
                EQUITY:Preferred
                Stock, $.001 par value, 10,000,000authorized,
                none issued andoutstanding
            
            
            -Common
                  Stock, $.001 par value, 100,000,000 authorized, 1,250,000 shares
                  issued
                  andoutstanding
            
            
            1,250
            
            
            1,250Additional
                Paid-In Capital
            
            
            99,990
            
            
            99,990(Deficit)
                Accumulated DuringDevelopment
            
            
            (61,990
            )
            
            (28,230
            )TOTAL
                STOCKHOLDERS' EQUITY
            
            
            39,250
            
            
            73,010TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            224,710
            
            $
            90,016





SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F
            -
            1




**ROKWADER,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF OPERATIONS**


FOR
                  THETHREE MONTHS ENDED

                MARCH
                  31, 2006

                  (unaudited)
            
            FOR
                  THE PERIODFROM MARCH 18, 2005
              TO
                  MARCH 31, 2005
            
            FOR
                      THE PERIODFROM MARCH 18, 2005
              (INCEPTION)
                TO
                  MARCH 31, 2006

                  (unaudited)REVENUE
            
            $
            -
            
            $
            -
            
            $
            -EXPENSESGeneral
                and Administrative
            
            
            33,760
            
            
            5,589
            
            
            61,990NET
                (LOSS)
            
            $
            (33,760
            )
            $
            (5,589
            )
            $
            (61,990
            )NET
                (LOSS) PER COMMON SHARE- BASIC
            
            $
            (0.03
            )
            $
            (0.00
            )
            $
            (0.05
            )WEIGHTED
                  AVERAGE NUMBEROF
                  COMMON SHARES OUTSTANDING
            
            
            1,250,000
            
            
            1,250,000
            
            
            1,250,000





SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
  F
            -
            2




**ROKWADER,
      INC.  (A DEVELOPMENT STAGE COMPANY)**


**STOCKHOLDERS'
      EQUITY STATEMENT OF CHANGES IN**


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





(DEFICIT)COMMON
            
            ADDITIONAL
            
            ACCUMULATED
                DURINGSTOCK
            
            PAID-IN
            
            DEVELOPMENTSHARES
            
            AMOUNT
            
            CAPITAL
            
            STAGE
            
            TOTALBALANCE,
                MARCH 18, 2005
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Sale
                of Common Stock onMarch
                30, 2005
            
            
            1,250,000
            
            
            1,250
            
            
            99,990
            
            
            -
            
            
            101,240Net
                (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (28,230
            )
            
            (28,230
            )BALANCE,
                DECEMBER 31, 2005
            
            
            1,250,000
            
            
            1,250
            
            
            99,990
            
            
            (28,230
            )
            
            73,010Net
                (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            (33,760
            )
            
            (33,760
            )BALANCE,
                MARCH 31, 2006(unaudited)
            
            
            1,250,000
            
            $
            1,250
            
            $
            99,990
            
            $
            (61,990
            )
            $
            39,250





SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F
            -
            3




**ROKWADER,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF CASH FLOWS**


FOR
              
              FOR
                  THE PERIODFOR
                  THETHREE
              
              THE
                  PERIOD FROM
              
              FROM
                  MARCH 18, 2005MONTHS
                  ENDED
              
              MARCH
                  18, 2005
              
              (INCEPTION)MARCH
                  31, 2006
              
              TO
              
              TO
                  MARCH 31, 2006(unaudited)
              
              MARCH
                  31, 2005
              
              (unaudited)CASH
                  FLOWS FROM OPERATINGNet
                  (loss)
              
              $
              (33,760
              )
              $
              (5,589
              )
              $
              (61,990
              )Adjustments
                  to reconcile net loss to netprovided
                  (used) by operating activities:Changes
                  in:Accounts
                  payable
              
              
              16,454
              
              
              5,523
              
              
              18,460Net
                  Cash (Used) by Operating
              
              
              (17,306
              )
              
              (66
              )
              
              (43,530
              )CASH
                  FLOWS FROM FINANCINGIssuance
                  of Common Stock
              
              
              -
              
              
              101,240
              
              
              101,240Increase
                  in Deferred Offering Cost
              
              
              (5,267
              )
              
              -
              
              
              (94,302
              )Proceeds
                  From Issuance of Loan
              
              
              27,000
              
              
              -
              
              
              42,000Receipt
                  of Cash for Escrowed Shares
              
              
              125,000
              
              
              -
              
              
              -Subscription
                  Payable
              
              
              (125,000
              )
              
              -
              
              
              -Net
                  Cash Provided by
              
              
              21,733
              
              
              101,240
              
              
              48,938NET
                  INCREASE IN CASH
              
              
              4,427
              
              
              101,174
              
              
              5,408CASH
                  AT BEGINNING OF PERIOD
              
              
              981
              
              
              -
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              5,408
              
              $
              101,174
              
              $
              5,408Cash
                  Paid During the Year for:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes
              
              $
              1,647
              
              $
              -
              
              $
              1,647





SEE
        ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F
            -
            4





ROKWADER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      UNAUDITED FINANCIAL STATEMENTS


FOR
      THE QUARTER ENDED MARCH 31, 2006





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





HISTORY





ROKWADER,
      INC. (the Company), a development stage company, was organized under the laws
      of
      the State of Delaware on March 18, 2005. The Company is in the development
      stage
      as defined in Financial Accounting Standards Board Statement No. 7. The fiscal
      year end is December 31.





DEVELOPMENT
      STAGE ENTERPRISE





The
      Company is a development stage company as defined by the Financial Accounting
      Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”)
      No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company
      is devoting substantially all of its present efforts to pursuing a business
      combination. All losses accumulated since inception have been considered as
      part
      of the Company’s development stage activities.





GOING
      CONCERN AND PLAN OF OPERATION





The
      Company’s financial statements have been presented on the basis that it will
      continue as a going concern, which contemplates the realization of assets and
      the satisfaction of liabilities in the normal course of business, even though
      the Company has not yet commenced operations. Management plans to raise equity
      financing to continue as a going concern. The Company is in the development
      stage and has not earned any revenues from operations to date.





The
      Company is currently devoting its efforts to locating merger candidates. The
      Company’s ability to continue as a going concern is dependent upon its ability
      to develop additional sources of capital, locate and complete a merger with
      another company, and ultimately, achieve profitable operations. The accompanying
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.





DEFERRED
      OFFERING COSTS





Deferred
      offering costs, consisting of legal, accounting and filing fees relating to
      the
      offering will be capitalized. The deferred offering costs will be offset against
      offering proceeds in the event the offering is successful. In the event the
      offering is unsuccessful or is abandoned, the deferred offering costs will
      be
      expensed.





INCOME
      TAXES





The
      Company uses the liability method of accounting for income taxes pursuant to
      Statement of Financial Accounting Standards No. 109, Accounting for Income
      Taxes. Under this method, deferred income taxes are recorded to reflect the
      tax
      consequences in future years of temporary differences between the tax basis
      of
      the assets and liabilities and their financial amounts at year-end.





For
      federal income tax purposes, substantially all expenses must be deferred until
      the Company commences business and then they may be written off over a 60-month
      period. These expenses will not be deducted for tax purposes and will represent
      a deferred tax asset. The Company will provide a valuation allowance in the
      full
      amount of the deferred tax asset since there is no assurance of future taxable
      income. Tax deductible losses can be carried forward for 20 years until
      utilized.





CASH
      AND
      CASH EQUIVALENTS





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





RESTRICTED
      CASH





The
      Company sold 125,000 registered shares of its common stock for $125,000.
      Pursuant to Rule 419 of Regulation C, promulgated under the Securities Act
      of
      1933, as amended, the Company deposited all proceeds of the offering and the
      shares sold into an escrow account, as further discussed in note 2.





F
            -
            5





ROKWADER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      UNAUDITED FINANCIAL STATEMENTS


FOR
      THE QUARTER ENDED MARCH 31, 2006





NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





CONCENTRATIONS
      OF CREDIT RISK





The
      Company maintains all cash in deposit accounts, which at times may exceed
      federally insured limits. The Company has not experienced a loss in such
      accounts.





COMPREHENSIVE
      INCOME (LOSS)





The
      Company has not presented a separate statement of other comprehensive income
      (loss) as there are no such items.





EARNINGS
      PER COMMON SHARE





Basic
      earnings per common share is computed based upon the weighted average number
      of
      common shares outstanding during the period. Diluted earnings per share consists
      of the weighted average number of common shares outstanding plus the dilutive
      effects of options and warrants calculated using the treasury stock method.
      In
      loss periods, dilutive common equivalent shares are excluded as the effect
      would
      be anti-dilutive.





USE
      OF
      ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting periods.
      Actual results could differ from those estimates and assumptions.





RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS





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





INTERIM
      FINANCIAL STATEMENTS





The
      interim financial statements included herein are unaudited and have been
      prepared by the Company, pursuant to the rules and regulations of the Securities
      and Exchange Commission. Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States have been omitted pursuant
      to
      such rules and regulations, although the Company believes that the disclosures
      are adequate to make the information presented not misleading. These statements
      reflect all normal recurring adjustments that, in the opinion of management,
      are
      necessary for fair presentation of the information contained
      herein.





NOTE
      2 -
      STOCKHOLDERS’ EQUITY





On
      February 1, 2006, the Company completed an initial registered public offering
      of
      its common stock pursuant to the Company's registration statement on Form SB−2
      (File No. 333−125314) that the Securities and Exchange Commission declared
      effective on November 2, 2005 (the “Registration Statement”). The Company
      offered and sold 125,000 registered shares of the Company's common stock, at
      a
      price of $1.00 per share. Pursuant to Rule 419 of Regulation C, promulgated
      under the Securities Act of 1933, as amended, the Company deposited all proceeds
      of the offering and the shares sold into an escrow account. The offering was
      conducted by the Company's management without the use of an underwriter or
      securities dealer and the Company has not paid and will not pay commissions
      in
      connection with the sale of the shares. The shares sold and the proceeds of
      the
      offering will be held in escrow pending completion of a business combination.
      The Company has until May 2, 2007 to consummate a business combination with
      another entity. If the Company fails to consummate such a combination by May
      2,
      2007, the escrow will return the funds to the investors, plus any interest
      earned, and will return the shares held to the company for cancellation.
      Accordingly, the $125,000 subject to the withdrawal restrictions has been
      classified as escrowed cash, and in accordance with SFAS No. 150, “Accounting
      for Certain Financial Instruments with Characteristics of both Liabilities
      and
      Equity,” a liability has been recorded for the obligation to repay these amounts
      to the investors
      if an acquisition is not consummated. Each investor will have an opportunity
      to
      respond to a reconfirmation offer given when such a combination is anticipated,
      included in a post-effective amendment to the registration statement, to
      reconfirm its interest in the offering and approve the potential business
      combination or have such investor's funds returned, plus any interest
      earned.





F
            -
            6





ROKWADER,
      INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      UNAUDITED FINANCIAL STATEMENTS


FOR
      THE QUARTER ENDED MARCH 31,
      2006


NOTE
      3 -
      RELATED PARTY TRANSACTIONS





As
      of
      March 31, 2006, Yale Farar, President, has loaned the Company $42,000. The
      Company used these funds to make payments for its general and administrative
      expenses and deferred offering costs. Pursuant to the terms of the Agreement
      to
      Advance Funds dated September 21, 2005 (the “Advance Agreement”), the loans are
      on an interest-free basis, documented by promissory notes and payable only
      upon
      consummation of a merger transaction or Event of Default, as defined by the
      promissory notes.





The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by the president. Such costs are immaterial
      to the financial statements and accordingly, have not been reflected therein.
      The officers and directors of the Company are involved in other business
      activities and may, in the future, become involved in other business
      opportunities, such that they may face a conflict in selecting between the
      Company and their other business interests. The Company has not formulated
      a
      policy for the resolution of such conflicts.





NOTE
      4 -
      SUBSEQUENT EVENT





On
      May
      10, 2006, the Company and its President, Yale Farar, executed an Amendment
      to
      the Advance Agreement, pursuant to which the Company also executed a promissory
      note in favor of Mr. Farar for an additional $35,000, the proceeds of which
      will
      be used to pay fees and expenses arising from the Company’s compliance with its
      public reporting requirements and from the completion of any registration
      statement, proxy filing or other action that may be required to effect a
      business combination, to the extent such expenses are not deferred. Pursuant
      to
      the terms of the Amendent and the promissory note, this loan is on an
      interest-free basis and, absent an “Event of Default,” is payable only upon
      consummation of a business combination. Upon consummation of a business
      combination, the proceeds thereof may be used to repay such loans or the Company
      may seek to have the other party to the business combination complete the
      repayment of such loans from other funds. The note may be prepaid at any time
      prior to its due date, without premium or penalty. 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,” including
      failure to complete a business combination prior to May 2, 2007.





F
            -
            7





**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.*




**History
      and Organization**




Rokwader,
      Inc. was organized under the laws of the State of Delaware on March 18,
      2005. Since our inception, we have been engaged in organizational efforts and
      obtaining initial financing. We were formed as a vehicle to pursue a business
      combination. We are, based on proposed business activities, a “blank check”
company. The Securities and Exchange Commission defines those companies as
“any
      development stage company that is issuing a penny stock, within the meaning
      of
      Section 3(a)(51) of the Exchange Act, and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies.” Many states have enacted statutes, rules and
      regulations limiting the sale of securities of “blank check” companies in their
      respective jurisdictions. Management does not intend to undertake any efforts
      to
      cause a market to develop in our securities, either debt or equity, until we
      have successfully concluded a business combination.




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




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




**Plan
      of Operation**




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




We
      do not
      currently engage in any business activities that provide cash flow. We were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly held corporation. Our principal business objective for the next 11
      months will be to achieve long-term growth potential through a combination
      with
      a business rather than immediate, short-term earnings.




The
      reference to us as a “blank check” company is because investors have entrusted
      their investment monies to our management without knowing the ultimate use
      to
      which their money may be put. We intend to utilize all of the proceeds of the
      offering generally to effect a business combination. Our investors will have
      an
      opportunity to evaluate the specific merits or risks only of the business
      combination our management decides to pursue.





4





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




Under
      Rule 419, we cannot acquire a target business unless its fair value
      represents at least 80% of the maximum offering proceeds (i.e.,
      $100,000).




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




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




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




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




**Costs
      and Resources**





During
      the approximately 11 months ending May 2, 2007, we anticipate incurring costs
      related to:





(i)
            filing
                of Exchange Act reports (approximately $35,000),(ii)
            filing
                of a post-effective amendment to the registration statement and related
                to
                the reconfirmation offer, upon identification of a suitable merger
                candidate (approximately $50,000), and(iii)
            costs
                relating to consummating a stockholder approved acquisition (approximately
                $100,000).





We
      believe will be able to meet these costs through current monies in our treasury
      ($5,408 as of March 31, 2006), additional amounts loaned to us by our President,
      Yale Farar, and deferral of fees by certain service providers, if necessary.
      On
      November 16, 2005 and January 4, 2006, Mr. Farar loaned us $15,000 and $27,000,
      respectively, pursuant to the Agreement to Advance Funds dated September 21,
      2005 between Mr. Farar and Rokwader (the “Advance Agreement”). We are using
      these funds to make payments for our expenses, prior to the consummation of
      a
      business combination, to the extent such expenses are not deferred and either
      would exceed our otherwise available funds or would render us effectively
      insolvent upon our payment. Pursuant to the terms of the Advance Agreement,
      these loans are on an interest-free basis, documented by promissory notes and
      payable only upon consummation of a merger transaction or an “Event of Default”
(as defined in to promissory note, including failure to complete a business
      combination prior to May 2, 2007). Upon consummation of a business combination,
      we or the target may repay Mr. Farar for these loans, and any subsequent loans
      made under the Agreement to Advance Funds, out of the proceeds of the offering
      and/or from funds furnished by the target.





5





**Evaluation
      of Business Combinations**




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





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





·
            A
                U.S.-based entity,·
            Minimum
                of one year operating history, and·
            At
                least $1 million net worth.




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




·
            Available
                technical, financial and managerial resources,·
            Working
                capital and other financial requirements,·
            Prospects
                for the future,·
            Nature
                of present and expected competition,·
            Quality
                and experience of management services which may be available and
                the depth
                of that management,·
            Potential
                for further research, development or exploration,·
            Specific
                risk factors not now foreseeable but which then may be anticipated
                to have
                an impact on our proposed activities,·
            Potential
                for growth or expansion,·
            Potential
                for profit,·
            Perceived
                public recognition or acceptance of products or services,
                and·
            Name
                identification and other relevant
                factors.




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




Since
      we
      are subject to Section 13 of the Exchange Act, we are required to furnish
      information about significant acquisitions, including audited financial
      statements for the target company, covering one, two or three years depending
      upon the relative size of the acquisition. Consequently, acquisition prospects
      that do not have or are unable to obtain the required audited statements may
      not
      be appropriate for acquisition so long as the reporting requirements of the
      Exchange Act are applicable.





6





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





**Business
      Combinations**




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




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




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





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





·
            The
                nature of the target business,·
            Our
                needs and desires and the needs and desires of the persons controlling
                the
                target business,·
            The
                management of the target business, and·
            Our
                relative negotiating strength compared to the strength of the persons
                controlling the target business.




We
      will
      not purchase the assets of any company of which a majority of the outstanding
      capital stock is beneficially owned by one or more of our officers, directors,
      founders, affiliates or associates. Furthermore, we intend to adopt a procedure
      whereby a special meeting of our stockholders will be called to vote upon a
      business combination with an affiliated entity, and stockholders who also hold
      securities of such affiliated entity will be required to vote their shares
      of
      stock in the same proportion as our publicly held shares are voted.





To
      date,
      our officers and directors have had only informal conversations with persons
      related to private entities with regard to any proposed business combination
      with the Company. Such conversations have not yet proceeded to the stage of
      negotiating any proposed terms and conditions, drafting of a term sheet or
      letter of intent, or preparation of proposed definitive documents. If at any
      time our founders, management, or their affiliates or associates proceed to
      fully negotiate a business combination, disclosure as to this fact and the
      negotiated terms and conditions will be included in a post-effective amendment
      to our registration statement, as required by Rule 419. This will allow our
      non-affiliate investors the opportunity to evaluate the business combination
      before voting to reconfirm their investment.





7





**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements.




**Employees**




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




**Recent
      Accounting Pronouncements**




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




**Reporting
      Requirements**




We
      intend
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements, including the filing of audited
      financial statements on Form 8-K upon the completion of a business combination
      resulting in the Company no longer being a “shell company,” as defined by Rule
      12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).




**Cautionary
      Note About Forward-Looking Statements**




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




·
            our
                plans to acquire an operating business entity;·
            the
                possible effect of inflation and other economic changes on our costs,
                including the possible effect of future changes in operating costs
                and
                capital expenditures;·
            our
                cash needs, including our ability to fund our proposed working capital
                requirements;·
            this
                being a start-up situation, the timing of cash requirements and the
                expected projected profitability;·
            and
                our expectations regarding competition for business combination
                candidates.




For
      a
      discussion of the risks, uncertainties, and assumptions that could affect our
      future events, developments or results, you should carefully review the “Risk
      Factors” set forth under “Item 1. Description of Business,” in our Annual Report
      on Form 10-KSB for the year ended December 31, 2005, as filed with the SEC
      on
      March 30, 2006, and “Updates to Risk Factors,” below. In light of these risks,
      uncertainties and assumptions, the future events, developments or results
      described by our forward-looking statements herein could turn to be materially
      different from those we discuss or imply.




8




**Updates
      to Risk Factors**




*The
      following are additional or updated risks or uncertainties which could affect
      our future events, developments or results, in addition to those risks and
      uncertainties set forth under “Item 1. Description of Business,” in our Annual
      Report on Form 10-KSB for the year ended December 31, 2005, as filed with the
      SEC on March 30, 2006.*




***As
      the window of time prior to which the Company must return the funds received
      from investors in its initial public offering shortens, the timely negotiation
      and completion of a business combination becomes increasingly difficult and
      less
      likely to occur.***




Pursuant
      to Rule 419, the Company deposited all proceeds of its initial public offering
      and the shares sold into an escrow account, where such proceeds and shares
      will
      be held pending completion of a business combination. The Company has until
      May
      2, 2007 to consummate a business combination with another entity. If the Company
      fails to consummate such a combination by May 2, 2007, the escrow will return
      the funds to the investors, plus any interest earned, and will return the shares
      held to the company for cancellation. Each investor will have an opportunity
      to
      respond to a reconfirmation offer given when such a combination is anticipated,
      included in a post-effective amendment
      to the registration statement, to reconfirm its interest in the offering and
      approve the potential business combination or have such investor’s funds
      returned, plus any interest earned.




However,
      the Company currently has no arrangement, agreement or understanding with
      respect to engaging in a merger with, joint venture with or acquisition of
      a
      private or public entity. We can give no assurances that we will successfully
      identify and evaluate suitable business opportunities or that we will conclude
      a
      business combination. Management has not identified any particular industry
      or
      specific business within an industry for evaluation. Further, even if the
      Company does identify and proceed to negotiations with a prospective merger
      or
      acquisition candidate, the negotiation and completion of a business combination
      can be a time-consuming process, and the time required prior to final
      consummation of such a transaction may be extended further if the SEC chooses
      to
      review and comment upon the Company’s required post-effective amendment
      including its reconfirmation offer. Thus, the longer the Company goes without
      identifying a business combination candidate and initiating formal negotiations
      and documentation of a proposed transaction, the less likely it becomes that
      the
      Company will be able to successfully complete the business combination process
      prior to the May 2, 2007 deadline. As a result, we may spend substantial
      resources pursuing the consummation of a business combination transaction,
      and
      yet may be unable to do so and thus unable to recoup such costs from the
      proceeds of the initial public offering.




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




A
      conflict of interest may arise between our management’s personal pecuniary
      interest and its fiduciary duty to our stockholders. The three stockholders
      presently comprising our management and board of directors own approximately
      91%
      of our outstanding common stock and have control of the Company. Thus, the
      three
      stockholders comprising our management and board will be able to effectively
      determine which potential business combination targets to pursue and which
      acquisition to consummate, regardless of other investors’ preferences. The risk
      for such conflict escalates as the window in which to complete a business
      combination transaction pursuant to Rule 419 shortens, our management is not
      assured a return of their invested funds, in contrast to the investors in our
      initial public offering, and thus have greater incentive to approve and push
      through a business combination transaction, regardless of other investors’
preferences or the impact on such investors’ interests.




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




We
      have
      had no operating history nor any revenues or earnings from operations since
      inception. We have no significant assets or financial resources. We will, in
      all
      likelihood, sustain operating expenses without corresponding revenues, at least
      until the consummation of a business combination. This may result in our
      incurring a net operating loss that will increase continuously until we can
      consummate a business combination and even thereafter increase if the business
      opportunity with whom we merge is not profitable. We cannot assure you that
      we
      can identify a suitable business opportunity that offers profit or growth
      potential or consummate a business combination. Further, if we are unable to
      complete a business combination within the time allotted pursuant to Rule 419,
      we will be unable to access the proceeds currently held in escrow from our
      initial public offering, further decreasing our assets and available cash flow
      and limiting our ability to continue as a going concern.





9





**Item
      3.**   **Controls
      and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**




As
      of the
      end of the period covered by this report on Form 10-QSB, our President
      (principal executive officer) and our Chief Financial Officer performed an
      evaluation of the effectiveness of and the operation of our disclosure controls
      and procedures as defined in Rule
      13a-15 (e)
      or Rule
      15d-15 (e)
      under
      the Exchange Act. Based on that evaluation, our President and Chief Financial
      Officer each concluded that as of the end of the period covered by the report
      on
      Form 10-QSB, our disclosure controls and procedures are effective in timely
      alerting them to material information relating to Rokwader, Inc. required to
      be
      included in our Exchange Act filings.




**Changes
      in Internal Control Over Financial Reporting**




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




**PART
      II — OTHER INFORMATION**




**Item
      1.**   **Legal
      Proceedings.**




None.




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




(a)
            Unregistered
                Sales of Equity Securities.




The
      Registrant did not sell any unregistered securities of the Registrant during
      the
      three-months ended March 31, 2006.




(b)
            Use
                of Proceeds.




On
      February 1, 2006, we completed an initial registered public offering of our
      common stock pursuant to the Company’s registration statement on Form SB-2 (File
      No. 333-125314) that the Securities and Exchange Commission declared effective
      on November 2, 2005. The 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 and the proceeds and shares will be held in escrow pending
      completion of a business combination. The Company has until May 2, 2007 to
      consummate a business combination with another entity. If the Company fails
      to
      consummate such a combination by May 2, 2007, the escrow will return the funds
      to the investors, plus any interest earned, and will return the shares to the
      company for cancellation. Each investor will have an opportunity to respond
      to a
      reconfirmation offer given when such a combination is anticipated, included
      in a
      post-effective amendment to the registration statement, to reconfirm its
      interest in the offering and approve the potential business combination or
      have
      such investor’s funds returned, plus any interest earned.





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. Our other offering
      expenses (all of which were incurred to persons other than our directors,
      officers or ten percent or greater stockholders) through the end of the period
      covered by this Report on Form 10-QSB) were $94,302.




**Item
      3.****Defaults
      Upon Senior Securities.**




Not
      applicable.




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




On
      March
      27, 2006, by written consent, our stockholders confirmed Yale Farar, Mitchell
      W.
      Turk and Gary Saderup as the members of the Company’s Board of Directors, each
      to serve until the next Annual Meeting of Stockholders and his respective
      successor shall be elected and shall qualify. The Board of Directors also
      confirmed by written consent the election of Yale Farar as President of the
      Company and Mitchell W. Turk as the Company’s Chief Financial Officer and
      Secretary, each to serve at the discretion of the Board of
      Directors.





10




**Item
      5.**   **Other
      Information.**




On
      May
      10, 2006, the Company and its President, Yale Farar, executed an Amendment
      to
      the Agreement to Advance Funds dated September 21, 2005, between Mr. Farar
      and
      the Company (the “Agreement”), which Amendment allows the Company to direct Mr.
      Farar to advance up to an additional $50,000 to the Company (the “Amended
      Agreement”). Pursuant to the Agreement, the Company had previously executed
      promissory notes in favor of Mr. Farar on November 16, 2005, in the amount
      of
      $15,000, and on January 4, 2006, in the amount of $27,000. Pursuant to the
      Amended Agreement, on May 10, 2006, the Company also executed a promissory
      note
      in favor of Mr. Farar for an additional $35,000, the proceeds of which will
      be
      used to pay fees and expenses arising from the Company’s compliance with its
      public reporting requirements and from the completion of any registration
      statement, proxy filing or other action that may be required to effect a
      business combination as described in the Company’s Plan of Operation set forth
      under Item 2, above, to the extent such expenses are not deferred.




Pursuant
      to the terms of the Amended Agreement and the promissory note, this loan is
      on
      an interest-free basis and, absent an “Event of Default,” as discussed below, is
      payable only upon consummation of a business combination. Upon consummation
      of a
      business combination, the proceeds thereof may be used to repay such loans
      or
      the Company may seek to have the other party to the business combination
      complete the repayment of such loans from other funds. The note may be prepaid
      at any time prior to its due date, without premium or penalty. 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,” including failure to complete a business combination prior to May 2,
      2007.




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




(a)
      Exhibits.




**Exhibit**
            
            **Item**10.1
            
            Amendment
                to the Agreement to Advance Funds by Yale Farar dated May 10, 2006.10.2
            
            Promissory
                Note in the amount of $35,000 dated May 10, 2006 in favor of Yale
                Farar
                for loan provided in accordance with the Amendment to the Agreement
                to
                Advance Funds.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





11





**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.DateMay
                11, 2006
            
            /s/
                Yale FararYale
                Farar, President
              (Principal
                Executive Officer)DateMay
                11, 2006
            
            /s/
                Mitchell W. Turk
              Mitchell
                W. Turk, Chief Financial Officer
              (Principal
                Financial and Accounting Officer)




12





**EXHIBIT
      INDEX**





**Exhibit**
            
            **Item**10.1
            
            Amendment
                to the Agreement to Advance Funds by Yale Farar dated May 10,
                2006.10.2
            
            Promissory
                Note in the amount of $35,000 dated May 10, 2006 in favor of Yale
                Farar
                for loan provided in accordance with the Amendment to the Agreement
                to
                Advance Funds.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