UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                               For the quarterly period ended September 30, 2005
                                                              ------------------

|_|   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                (IRS Employer Identification No.)
 incorporation or organization)

                    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 |_| No |X|

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

As of November 21, 2005, there were 1,250,000 shares issued and outstanding of
the registrant's common stock.

Transitional Small Business Disclosure Format: Yes |_| No |X|

<PAGE>

                                      INDEX

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  3

         Balance Sheet as of September 30, 2005 (unaudited)*                 F-1

         Statement of Operations for the three months ended
         September 30, 2005 (unaudited) and for the period from March
         18, 2005 (Inception) to September 30, 2005 (unaudited)*             F-2

         Statement of Changes in Stockholders' Equity for the period
         from March 18, 2005 (Inception) to March 31, 2005, for the
         three months ended September 30, 2005 (unaudited) and for the
         period from March 18, 2005 (Inception) to September 30, 2005
         (unaudited)*                                                        F-3

         Statement of Cash Flows for the three months ended
         September 30, 2005 (unaudited) and for the period from March
         18, 2005 (Inception) to September 30, 2005 (unaudited)*             F-4

         Notes to Unaudited Financial Statements                               4

Item 2.  Management's Discussion and Analysis or Plan of Operation             6

Item 3.  Controls and Procedures                                              10

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    11

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          11

Item 3.  Defaults Upon Senior Securities                                      11

Item 4.  Submission of Matters to a Vote of Security Holders                  11

Item 5.  Other Information                                                    11

Item 6.  Exhibits                                                             11

Signatures                                                                    12

----------
* The Registrant was incorporated March 18, 2005; therefore, these financial
statements for the comparable period of the preceding fiscal year are not
available. Cumulative results from March 18, 2005 (Inception) to September 30,
2005 are included in this Quarterly Report.


                                        2
<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying balance sheet as of March 31, 2005, which has 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 nine months
ended September 30, 2005, shown herein are not necessarily indicative of the
results that may be expected for the year ended December 31, 2005, 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 registration statement on Form SB-2, declared effective November 2,
2005.


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                     ASSETS
                                                                                                          SEPTEMBER
                                                                                                           30, 2005
                                                                                                         (unaudited)
                                                                                                         -----------
<S>                                                                                                      <C>
CURRENT ASSETS:

  Cash                                                                                                   $    33,431
                                                                                                         -----------

         TOTAL CURRENT ASSETS                                                                                 33,431
                                                                                                         -----------

OTHER ASSETS:

      Deferred Offering Cost                                                                                  69,985
                                                                                                         -----------

         TOTAL OTHER ASSETS                                                                                   69,985
                                                                                                         -----------

         TOTAL ASSETS                                                                                    $   103,416
                                                                                                         ===========

                               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

      Accounts Payable                                                                                   $    20,355
                                                                                                         -----------

         TOTAL CURRENT LIABILITIES                                                                            20,355
                                                                                                         -----------

         TOTAL LIABILITIES                                                                                    20,355
                                                                                                         -----------

STOCKHOLDERS 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, 1,250,000 shares issued and outstanding                                                   1,250
      Additional Paid-In Capital                                                                              99,990
      (Deficit) Accumulated During Development Stage                                                         (18,179)
                                                                                                         -----------

         TOTAL STOCKHOLDERS' EQUITY                                                                           83,061
                                                                                                         -----------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                      $   103,416
                                                                                                         ===========

</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS



                                                                                                    CUMULATIVE
                                                                                FOR THE             FROM MARCH
                                                                              THREE MONTHS           18, 2005
                                                                                  ENDED          (INCEPTION) TO
                                                                              SEPTEMBER 30,       SEPTEMBER 30,
                                                                                  2005                 2005
                                                                               (unaudited)         (unaudited)
                                                                               -----------         -----------
<S>                                                                            <C>                 <C>
REVENUE                                                                        $        --         $        --
                                                                               -----------         -----------
EXPENSES
   General and Administrative                                                        2,591              18,179
                                                                               -----------         -----------

NET (LOSS)                                                                     $    (2,591)        $   (18,179)
                                                                               ===========         ===========

NET (LOSS) PER COMMON SHARE - BASIC AND DILUTED                                $        --         $     (0.01)

                                                                               ===========         ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED         1,250,000           1,250,000
                                                                               ===========         ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                                          (DEFICIT)
                                                                                                         ACCUMULATED
                                                                                           ADDITIONAL      DURING
                                                                     COMMON STOCK            PAID-IN     DEVELOPMENT
                                                                 SHARES        AMOUNT        CAPITAL        STAGE          TOTAL
                                                               -----------   -----------   -----------   -----------    -----------
<S>                                                            <C>           <C>           <C>           <C>            <C>
BALANCE, MARCH 18, 2005                                                 --   $        --   $        --   $        --    $        --

Sale of Common Stock on March 30, 2005                           1,250,000         1,250        99,990            --        101,240

Net (Loss)                                                              --            --            --        (5,589)        (5,589)
                                                               -----------   -----------   -----------   -----------    -----------

BALANCE, MARCH 31, 2005                                          1,250,000         1,250        99,990        (5,589)        95,651

Net (Loss) (unaudited)                                                  --            --            --        (9,999)        (9,999)
                                                               -----------   -----------   -----------   -----------    -----------

BALANCE, JUNE 30, 2005                                           1,250,000         1,250        99,990       (15,588)        85,652

Net (Loss) (unaudited)                                                  --            --            --        (2,591)        (2,591)
                                                               -----------   -----------   -----------   -----------    -----------

BALANCE, SEPTEMBER 30, 2005                                      2,500,000   $     2,500   $    99,990   $   (18,179)   $    83,061
                                                               ===========   ===========   ===========   ===========    ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

                                                                                                       CUMULATIVE
                                                                                         FOR THE       FROM MARCH
                                                                                       THREE MONTHS     18, 2005
                                                                                          ENDED      (INCEPTION) TO
                                                                                      SEPTEMBER 30,   SEPTEMBER 30,
                                                                                          2005            2005
                                                                                       (unaudited)    (unaudited)
                                                                                       -----------    -----------
<S>                                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                                                                              $    (2,591)   $   (18,179)
   Adjustments to Reconcile Net Loss to Net Cash
     Provided (Used) by Operating Activities:
       Increase in Accounts payable                                                         12,205         20,355
                                                                                       -----------    -----------

       Net Cash Provided (Used) by Operating Activities                                      9,614          2,176
                                                                                       -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Issuance of Common Stock                                                                  --        101,240
      Increase in Deferred Offering Cost                                                   (41,658)       (69,985)
                                                                                       -----------    -----------

      Net Cash Provided (Used) by Financing Activities                                     (41,658)        31,255
                                                                                       -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                            (32,044)        33,431

CASH AT BEGINNING OF PERIOD                                                                 65,475             --
                                                                                       -----------    -----------

CASH AT END OF PERIOD
                                                                                       $    33,431    $    33,431
                                                                                       ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
      Interest                                                                         $        --    $        --
                                                                                       ===========    ===========
      Income Taxes                                                                     $        --    $        --
                                                                                       ===========    ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-4
<PAGE>

                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

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 entity 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 raising capital. 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 raising capital; upon
completion of its current offering the Company will devote it 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.

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.


                                        4
<PAGE>

                                 ROKWADER, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 consolidated 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

During March 2005, the Company sold 1,250,000 shares of its $.001 par value
common stock for $101,240 to various investors.

NOTE 3 - RELATED PARTY TRANSACTIONS

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 available business
opportunities. Such persons may face a conflict in selecting between the Company
and their other business interests.

NOTE 4 - SUBSEQUENT EVENTS

On November 2, 2005, the United States Securities and Exchange Commission
declared effective the Company's registration statement on Form SB-2 for the
conduct of a blank check offering subject to Rule 419 of Regulation C,
promulgated under the Securities Act of 1933, as amended. The offering
contemplates the 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" for
a period of 180 days from the date of the prospectus. The proceeds of the
offering will initially be deposited in a non-interest bearing escrow account.
If all of the 125,000 shares are not sold within the 180 day period, all
escrowed funds will be promptly returned, without interest. The offering will be
conducted by the Company's management without the use of an underwriter or
securities dealer and the Company will not pay commissions on the sale of the
shares.


                                        5
<PAGE>

On November 16, 2005, Yale Farar, President, loaned the Company $15,000 pursuant
to the Agreement to Advance Funds dated September 21, 2005 between Mr. Farar and
the Company. The Company intends to use these funds to make payments for its
expenses, prior to the consummation of a business combination, to the extent
such expenses are not deferred and either would exceed the Company's available
funds or would render the Company effectively insolvent upon such payment.
Pursuant to the terms of the Agreement to Advance Funds, this loan is on an
interest-free basis, documented by a promissory note and payable only upon
consummation of a merger transaction.

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

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 have made no efforts to identify a possible business
combination and, as a result, have not conducted negotiations or entered into a
letter of intent concerning any target business, nor do we have any plans,
arrangements or understandings with any prospective business combination
candidates.

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.

The Offering

On November 2, 2005, the United States Securities and Exchange Commission (the
"SEC") declared effective the Company's registration statement on Form SB-2 (the
"Registration Statement"). The Registration Statement is for the conduct of a
so-called "blank check offering" subject to Rule 419 of Regulation C,
promulgated under the Securities Act of 1933, as amended. The offering
contemplates the 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"
until May 1, 2006, a period of 180 days from the date the Registration Statement
was declared effective. The proceeds of the offering will initially be deposited
in a non-interest bearing escrow account. If all of the 125,000 shares are not
sold within the 180 day period, all escrowed funds will be promptly returned,
without interest. The offering will be conducted by the Company's management
without the use of an underwriter or securities dealer and the Company will not
pay commissions on the sale of the shares.

We are currently conducting that blank check offering. We are conducting the
offering only in the following states: Hawaii, Illinois, Nevada, New York and
Wisconsin. This is our initial public offering, and no public market currently
exists for our stock and none is expected to develop, if at all, until after we
complete a business combination. The initial public offering price for our stock
of $1.00 per share is an arbitrary determination of the market price. The
offering will remain open until all 125,000 shares are sold or until the
offering period expires on May 1, 2006. There is no minimum purchase
requirement. The offering is being conducted by our management without the use
of an underwriter or securities dealer. We will not pay commissions on the sale
of the shares. Neither our management nor our promoters will purchase any of the
125,000 shares offered.

The securities sold and the proceeds of the offering will initially be held in
escrow pending completion of a business combination. The funds received will
initially be deposited in a non-interest bearing escrow account. If all of the
125,000 shares are not sold within the 180 day period, all escrowed funds will
be promptly returned, without interest. If all of the 125,000 offered shares are
sold within 180 days, then all of the funds will be transferred to an interest
bearing escrow account, bearing interest at the Escrow Agent's then applicable
rate for money market investment accounts. If the funds are retained in the
escrow account, the Company has until May 2, 2007 (18 months from the date the
Registration Statement was declared effective) to consummate a business
combination with another entity. If we fail to consummate such a combination
within the 18-month period, then we will return the funds to the investors, plus
interest from the date funds were transferred to the interest bearing escrow
account. 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 this 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.


                                        6
<PAGE>

Operations

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 18 months will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. 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 do not currently engage in any business activities that provide cash flow.
The reference to us as a "blank check" company is because investors will entrust
their investment monies to our management without knowing the ultimate use to
which their money may be put. All of the proceeds of the offering are intended
to be utilized generally to effect a business combination. Investors will have
an opportunity to evaluate the specific merits or risks only of the business
combination our management decides to pursue.

Assuming the offering is completed successfully by May 1, 2006, during the 18
months ending May 2, 2007, we anticipate incurring costs related to:

      (i)   filing of Exchange Act reports (approximately $15,000),

      (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 ($33,431 as of September 30, 2005), additional amounts loaned to us by
our President, Yale Farar, and deferral of fees by certain service providers, if
necessary. On November 16, 2005, Mr. Farar loaned us $15,000 pursuant to the
Agreement to Advance Funds dated September 21, 2005 between Mr. Farar and
Rokwader. We will use 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 available funds or would render us
effectively insolvent upon our payment. Pursuant to the terms of the Agreement
to Advance Funds, this loan is on an interest-free basis, documented by a
promissory note and payable only upon consummation of a merger transaction. Upon
consummation of a business combination, we or the target may reimburse Mr. Farar
for this loan, 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.

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.


                                        7
<PAGE>

None of our officers, directors or affiliates has had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination with us. 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 present and prospective 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 in investing in us,
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.

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, which 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:

      o     A U.S.-based entity,

      o     Minimum of one year operating history, and

      o     At least $1 million net worth.

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

      o     Available technical, financial, and managerial resources,

      o     Working capital and other financial requirements,

      o     Prospects for the future,

      o     Nature of present and expected competition,


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<PAGE>

      o     The quality and experience of management services which may be
            available and the depth of that management,

      o     The potential for further research, development, or exploration,

      o     Specific risk factors not now foreseeable but which then may be
            anticipated to impact on our proposed activities,

      o     The potential for growth or expansion,

      o     The potential for profit,

      o     The perceived public recognition or acceptance of products or
            services, and

      o     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 will be subject to Section 13 or 15(d) of the Exchange Act, we will be
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.

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 on 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, including investors in the offering. 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 the 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. 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.


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<PAGE>

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.

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

      o     The nature of the target business,

      o     Our needs and desires and the needs and desires of the persons
            controlling the target business,

      o     The management of the target business, and

      o     Our relative negotiating strength compared to the strength of the
            persons controlling the target business.

If at any time prior to the completion of the 180-day or shorter period of the
offering, we enter negotiations with a possible acquisition candidate and such a
transaction becomes probable, we will suspend the offering and file an amendment
to the registration statement which will include financial statements, including
balance sheets, statements of operations, statements of cash flow and statements
of stockholders' equity, of the proposed target.

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, promoters or 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. Our officers and directors have not approached and have not been
approached by any person or entity with regard to any proposed business venture
which desires to be acquired by us. If at any time a business combination is
brought to us by any of our promoters, management, or their affiliates or
associates, disclosure as to this fact will be included in the post-effective
amendment to the registration statement required by Rule 419. This will allow
our public investors the opportunity to evaluate the business combination before
voting to reconfirm their investment.

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").

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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
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.


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<PAGE>

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 September 30, 2005 that has materially affected, or is reasonably likely
to materially affect, the 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.

No unregistered securities of registrant were sold by registrant during the
three-months ended September 30, 2005.

(b) Use of Proceeds

On November 2, 2005, the Securities and Exchange Commission declared effective
our registration statement on Form SB-2 (File No. 333-125314), regarding our
"blank check" offering of 125,000 shares at $1.00 per share pursuant to Rule
419, promulgated under the Securities Act. Our management has commenced the
offering and as of November 21, 2005, we have received commitments for 1,000
shares of the registered common stock. The gross proceeds received from such
commitments of $1,000 are being held in a non-interest bearing escrow account
pursuant to the requirements of Rule 419. We have not paid or incurred, and will
not pay or incur, any underwriting discounts or commissions or finders' fees in
relation to our offering. 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 $69,985.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

None.

Item 5. Other Information.

The Securities and Exchange Commission declared our registration statement on
Form SB-2 effective on November 2, 2005. For further information, see "Part I.--
Financial Information, Item 2. Plan of Operation - The Offering".

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 2002

 31.2    Certification of Chief Financial Officer pursuant to Section 302(a) of
         the Sarbanes-Oxley Act of 2002

 32.1    Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* This exhibit shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.


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<PAGE>

                                   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 22, 2005             /s/ Yale Farar
      -----------------             --------------------------------------------
                                    Yale Farar, President
                                    (Principal Executive Officer)


Date: November 22, 2005             /s/ Mitchell W. Turk
      -----------------             --------------------------------------------
                                    Mitchell W. Turk, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


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