SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549




Form 10-Q




(Mark
      One)þ
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
      OF 1934For the Quarterly Period Ended
      June 30, 2010ORo
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
      OF 1934




For the
transition period from ______________ to ______________




Commission
File No. 333-125314





ROKWADER,
INC.


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





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





23300 Ventura Boulevard, 2nd
Floor, Woodland Hills, CA 91364


(Address
of principal executive offices)





(818)
224-3675


(Registrant’s telephone number,
including area code)





23950 Craftsman Road,
Calabasas, CA 91302


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





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





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





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




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




The
number of shares of Common Stock, $0.001 par value, of the registrant
outstanding at August 12, 2010 was 2,213,718.










TABLE OF
CONTENTS





PART
      I.
            
            
            4Item
      1. Financial Statements.
            
            
            4CONSOLIDATED
      BALANCE SHEETS
            
            
            4CONSOLIDATED
      STATEMENTS OF OPERATIONS
            
            
            5CONSOLIDATED
      STATEMENTS OF CASH FLOWS
            
            
            6NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS
            
            
            7Item
      2. Management’s Discussion and Analysis or Plan of
    Operation
            
            
            16Item
      3. Quantitative and Qualitative Disclosures About Market
      Risks.
            
            
            19Item
      4T. Controls and Procedures
            
            
            19PART
      II.
            
            
            19Item
      1. Legal Proceedings.
            
            
            19Item
      1A. Risk Factors.
            
            
            19Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
            
            
            19Item
      3. Defaults Upon Senior Securities.
            
            
            19Item
      4. Submission of Matter to Vote of Security Holders.
            
            
            20Item
      5. Other Information.
            
            
            20Item
      6. Exhibits.
            
            
            20SIGNATURES
            
            
            21EXHIBIT
      INDEX
            
            
            22Promissory
      NoteCertification
      of CEO Pursuant to Rule 15d-14(a)Certification
      of CFO Pursuant to Rule 15d-14(a)Certification
      of CEO and CFO Pursuant to Section 1350




2




FORWARD-LOOKING
STATEMENTS




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





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





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





3





PART
I.




Item 1.
            Financial
      Statements.





ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(A
DEVELOPMENT STAGE COMPANY)





JUNE
      30,
            
            
            DECEMBER
      31,2010
            
            
            2009(UNAUDITED)ASSETSCURRENT
      ASSETS:Cash
      (Note 1)
            
            $
            2,006
            
            
            $
            20,192Prepaid
      Insurance
            
            
            15,583
            
            
            
            7,083TOTAL
      CURRENT ASSETS
            
            
            17,589
            
            
            
            27,275OTHER
      ASSETSIntangible
      Assets, Net of Accumulated Amortization of $51,416 and $48,416 at June 30,
      2010 and December 31, 2009, respectively
            
            
            40,884
            
            
            
            43,884Goodwill
      (Note 4)
            
            
            41,664
            
            
            
            41,664TOTAL
      OTHER ASSETS
            
            
            82,548
            
            
            
            85,548TOTAL
      ASSETS
            
            $
            100,137
            
            
            $
            112,823LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      Payable
            
            $
            -
            
            
            $
            1,266Accrued
      Expenses
            
            
            18,286
            
            
            
            9,588Related
      Party Notes Payable (Note 3)
            
            
            100,000
            
            
            
            75,000TOTAL
      CURRENT LIABILITIES
            
            
            118,286
            
            
            
            85,854TOTAL
      LIABILITIES
            
            
            118,286
            
            
            
            85,854STOCKHOLDERS’
      (DEFICIT) EQUITY:Preferred
      Stock, $.001 par value, 10,000,000 shares authorized, none issued and
      outstanding
            
            
            -
            
            
            
            -Common
      Stock, $.001 par value, 100,000,000 shares authorized, 2,213,718 shares
      issued and outstanding as of June 30, 2010  and December 31,
      2009
            
            
            2,214
            
            
            
            2,214Additional
      Paid-In Capital
            
            
            665,110
            
            
            
            665,110Paid-In
      Capital - Stock Options (Note 2)
            
            
            7,566
            
            
            
            7,566(Deficit)
      Accumulated During Development Stage
            
            
            (693,039
            )
            
            
            (647,921
            )TOTAL
      STOCKHOLDERS' (DEFICIT) EQUITY (Note 2)
            
            
            (18,149
            )
            
            
            26,969TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
            
            $
            100,137
            
            
            $
            112,823





SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS





4





ROKWADER,
INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





THREE
              MONTHS
              ENDED
              JUNE
      30,
              2010
            
            
            THREE
              MONTHS
              ENDED
              JUNE
      30,
              2009
            
            
            SIX
              MONTHS
              ENDED
              JUNE
      30,
              2010
            
            
            SIX
              MONTHS
              ENDED
              JUNE
      30,
              2009
            
            
            FOR
      THE
              PERIOD
              FROM
              MARCH
      18,
              2005
              (INCEPTION)
              TO JUNE
      30,
              2010REVENUE
            
            $
            500
            
            
            $
            -
            
            
            $
            500
            
            
            $
            -
            
            
            $
            7,153EXPENSESGeneral
      and Administrative
            
            
            16,840
            
            
            
            16,106
            
            
            
            45,622
            
            
            
            64,436
            
            
            
            701,019OTHER
      INCOMEInterest
      Income
            
            
            -
            
            
            
            48
            
            
            
            4
            
            
            
            203
            
            
            
            827NET
      (LOSS)
            
            $
            (16,340
            )
            
            $
            (16,058
            )
            
            $
            (45,118
            )
            
            $
            (64,233
            )
            
            $
            (693,039
            )NET
      (LOSS) PER COMMON SHARE - BASIC & DILUTED
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )
            
            $
            (0.40
            )WEIGHTED
      AVERAGE NUMBER  OF COMMON SHARES OUTSTANDING
            
            
            2,213,718
            
            
            
            2,213,718
            
            
            
            2,213,718
            
            
            
            2,210,154
            
            
            
            1,725,968





SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS





5




ROKWADER, INC. AND SUBSIDIARYCONSOLIDATED
      STATEMENTS OF CASH FLOWS(A
      DEVELOPMENT STAGE COMPANY)





FOR
      THE PERIODSIX
            
            
            SIX
            
            
            FROM
              MARCH
      18,
              2005MONTHS
            
            
            MONTHS
            
            
            (INCEPTION)ENDED
              JUNE
      30,
              2010
            
            
            ENDED
              JUNE
              2009
            
            
            TO
              JUNE
      30,
              2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (45,118
            )
            
            $
            (64,233
            )
            
            $
            (693,039
            )Adjustments
      for non-cash items:Amortization
      expense
            
            
            3,000
            
            
            
            7,642
            
            
            
            51,416Issuance
      of stock for interest payable
            
            
            -
            
            
            
            -
            
            
            
            2,823Issuance
      of stock for services rendered
            
            
            -
            
            
            
            11,250
            
            
            
            40,510Non-cash
      stock compensation expense
            
            
            -
            
            
            
            -
            
            
            
            7,566Changes
      in assets and liabilities:Prepaid
      insurance
            
            
            (8,500
            )
            
            
            (8,083
            )
            
            
            (15,583
            )Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            -Accounts
      payable
            
            
            (1,266
            )
            
            
            (2,162
            )
            
            
            -Accrued
      expenses
            
            
            2,567
            
            
            
            2,250
            
            
            
            12,155Insurance
      payable
            
            
            -
            
            
            
            (1,651
            )
            
            
            -Credit
      card payable
            
            
            6,131
            
            
            
            512
            
            
            
            6,131Net
      Cash Used for Operating Activities
            
            
            (43,186
            )
            
            
            (54,475
            )
            
            
            (588,021
            )CASH
      FLOWS FROM INVESTING ACTIVITY:Acquisition
      of Latigo Shore Music, Inc. (Note 4)
            
            
            -
            
            
            
            -
            
            
            
            (29,964
            )Net
      Cash Used for Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            (29,964
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            273,991Repayment
      of loan payable
            
            
            -
            
            
            
            -
            
            
            
            (34,000
            )Proceeds
      from issuance of loan payable to officer
            
            
            
            
            
            
            -
            
            
            
            280,000Proceeds
      from issuance of related party notes payable
            
            
            25,000
            
            
            
            -
            
            
            
            100,000Net
      Cash Provided by Financing Activities
            
            
            25,000
            
            
            
            -
            
            
            
            619,991NET
      (DECREASE)/ INCREASE IN CASH
            
            
            (18,186
            )
            
            
            (54,475
            )
            
            
            2,006CASH
      AT BEGINNING OF PERIOD
            
            
            20,192
            
            
            
            108,870
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            2,006
            
            
            $
            54,395
            
            
            $
            2,006Cash
      Paid During the Period for:Interest
            
            $
            2,695
            
            
            $
            2,261
            
            
            $
            22,273Income
      taxes
            
            $
            821
            
            
            $
            1,600
            
            
            $
            7,617Non-Cash
      Investing and Financing activitiesIn
      addition to paying $30,000 in cash for the purchase of Latigo Shore Music,
      Inc., the Company issued 70,000 shares of common stock (Note 4) valued at
      $1.00
            
            $
            -
            
            
            $
            -
            
            
            $
            70,000The
      Company issued 104,500 shares of common stock for services rendered. (Note
      2)
            
            $
            -
            
            
            $
            -
            
            
            $
            29,260The
      Company issued 1,000,000 shares of common stock to Mr. Yale Farar in full
      satisfaction of $280,000 plus  interest owed to Mr. Farar. (Note
      2 & 3)
            
            $
            -
            
            
            $
            -
            
            
            $
            282,823The
      Company issued 15,000 shares of common stock for services rendered. (Note
      2)
            
            $
            -
            
            
            $
            11,250
            
            
            $
            11,250





SEE
      ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS





6




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





HISTORY





ROKWADER,
INC. (the Company), a development stage company, was organized under the laws of
the State of Delaware on March 18, 2005.  The Company is in the
development stage as defined by the Financial Accounting Standards Board’s
Accounting Standards Codification Topic 915 related to Development Stage
Entities.  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 Accounting Standards Codification Topic 915 related to
Development Stage Entities.  With the
acquisition of Latigo Shore Music, Inc. (Latigo) as a subsidiary, the Company
has commenced operations and has become operational.  The Company
qualifies as a development stage company as it has not generated significant
revenues.  All losses accumulated since inception have been considered
as part of the Company’s development stage activities.





BASIS OF
CONSOLIDATION





The
consolidated financial statements include the accounts of Rokwader, Inc. and
subsidiary. Inter-company accounts and transactions have been eliminated on
consolidation.





GOING
CONCERN AND PLAN OF OPERATION





The
Company’s financial statements have been presented on the basis that it will
continue as a going concern. Although the Company has commenced operations, it
has not generated significant revenues from operations to date, and still meets
the requirements of a development stage company.  The Company has an
accumulated deficit of $693,039, as of June 30, 2010.





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





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





INCOME
TAXES





The
Company follows the guidance of the Financial Accounting Standards Board’s
Accounting Standards Codification Topic 740 related to Income
Taxes.  According to Topic 740, deferred income taxes are recorded to
reflect the tax consequences in future years of temporary differences between
the tax basis of the assets and liabilities and their financial amounts at
year-end.





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





The
Company utilizes the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 740 related to Income Taxes to account for the uncertainty in
income taxes.  Topic 740 for Income Taxes clarifies the accounting for
uncertainty in income taxes by prescribing rules for recognition, measurement
and classification in financial statements of tax positions taken or expected to
be in a tax return.  Further, it prescribes a two-step process for the
financial statement measurement and recognition of a tax
position.  The first step involves the determination of whether it is
more likely than not (greater than 50 percent likelihood) that a tax position
will be sustained upon examination, based on the technical merits of the
position.  The second step requires that any tax position that meets
the more likely than not recognition threshold be measured and recognized in the
financial statements at the largest amount of benefit that is a greater than 50
percent likelihood of being realized upon ultimate settlement.  This
topic also provides guidance on the accounting for related interest and
penalties, financial statement classification and disclosure.  The
company has determined that there is no material impact on the consolidated
financial position, results of operations or cash flows from the adoption of the
Financial Accounting Standards Board’s Accounting Standards Codification Topic
740 related to Income Taxes.




7




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





CASH AND
CASH EQUIVALENTS





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





CONCENTRATIONS
OF CREDIT RISK





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





COMPREHENSIVE
INCOME (LOSS)





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





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.




LONG-LIVED
ASSETS
  The
realizability of long-lived assets is evaluated periodically as events or
circumstances indicate a possible inability to recover the carrying amount.
Long-lived assets that will no longer be used in our business are written off in
the period identified since they are no longer expected to generate any positive
cash flows for us. Long-lived assets that continue to be used by us are
periodically evaluated for recoverability. Such evaluation is based on various
analyses, including cash flow and profitability projections. The analyses
necessarily involve significant management judgment. In the event the projected
undiscounted cash flows are less than net book value of the assets, the carrying
value of the assets is written down to its estimated fair value.
  While we
believe the expected cash flows from our long-lived assets, including intangible
assets, exceed their carrying amounts, materially different assumptions
regarding future performance and discount rates could result in future
impairment losses. In particular, if we no longer believe we will achieve our
long-term projected revenues or operating expenses, we may conclude, in future
impairment tests, that the estimated fair value of our long-lived assets,
including intangible assets, is less than their book value and recognize an
impairment charge. Any impairment charge would adversely affect any future
earnings.


RECENT
ACCOUNTING PRONOUNCEMENTS





In April
2010, the FASB issued an update to its Accounting Standards Codification Topic
605 related to Revenue Recognition – Milestone Method.  This update
provides guidance on defining a milestone and determining when it may be
appropriate to apply the milestone method of revenue recognition for research or
development transactions. Research or development arrangements frequently
include payment provisions whereby a portion or all of the consideration is
contingent upon milestone events such as successful completion of phases in a
drug study or achieving a specific result from the research or development
efforts. An entity often recognizes these milestone payments as revenue in their
entirety upon achieving the related milestone, commonly referred to as the
milestone method.  The amendments in this update are effective on a
prospective basis for milestones achieved in fiscal years, and interim periods
within those years, beginning on or after June 15, 2010. Early adoption is
permitted.  Implementation of this update did not have a material
impact on our consolidated financial position or results of
operations.





In April
2010, the FASB issued an update to its Accounting Standards Codification Topic
718 related to Compensation – Stock Compensation.  This update
addresses the classification of an employee share-based payment award with an
exercise price denominated in the currency of a market in which the underlying
equity security trades. FASB Accounting Standards Codification Topic 718,
Compensation–Stock Compensation, provides guidance on the classification of a
share-based payment award as either equity or a liability. A share-based payment
award that contains a condition that is not a market, performance, or service
condition is required to be classified as a liability. The amendments in this
update are effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2010.  Implementation of
this update did not have a material impact on our consolidated financial
position or results of operations.





In March
2010, the FASB issued an update to its Accounting Standards Codification Topic
740 related to Income Taxes.  This update clarifies the accounting for
the Health Care and Education Reconciliation Act of 2010 and the Patient
Protection and Affordable Care Act.  Due to timing differences that
could arise with the different signing dates of these two laws, the SEC would
not object to a view that the two Acts should be considered together for
accounting purposes.  Implementation of this update did not have
a material impact on our consolidated financial position or results of
operations.




8




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In
February 2010, the FASB issued an update to its Accounting Standards
Codification Topic 855 related to Subsequent Events.  The amendment to
Topic 855 states that an entity that either (a) is an SEC filer or (b) is a
conduit bond obligor for conduit debt securities that are traded in a public
market (a domestic or foreign stock exchange or an over-the-counter market,
including local or regional markets) is required to evaluate subsequent events
through the date that the financial statements are issued. If an entity meets
neither of those criteria, then it should evaluate subsequent events through the
date the financial statements are available to be
issued.  Additionally, the amendment includes a definition of an SEC
filer and removes the definition of a public entity.  The amendment is
effective for interim and annual periods ending after June 15,
2010.  The Company is in the process of evaluating and implementing
this update. This update did not have a material impact on our consolidated
financial position or results of operations.





In
January 2010, the FASB issued an update to its Accounting Standards Codification
Topic 815 related to Derivatives and Hedging.  The amendments to Topic
815 clarify the scope exception for embedded credit derivative features related
to the transfer of credit risk in the form of subordination of one financial
instrument to another. The amendments address how to determine which embedded
credit derivative features, including those in collateralized debt obligations
and synthetic collateralized debt obligations, are considered to be embedded
derivatives that should not be analyzed for potential bifurcation and separate
accounting. The amendments in this update are effective for each reporting
entity at the beginning of its first fiscal quarter beginning after June 15,
2010. Early adoption is permitted at the beginning of each entity's first fiscal
quarter beginning after issuance of this Update.  Implementation of
this update did not have a material impact on our consolidated financial
position or results of operations.





In
January 2010, the FASB issued an update to its Accounting Standards Codification
Topic 505 related to Equity.  The amendments of this update applies to
the Accounting for Distributions to Shareholders with Components of Stock and
Cash and clarifies that the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a potential limitation on the
total amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected in Earning Per Share
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share).   The amendments in this
Topic are effective for interim and annual periods beginning December 15, 2009,
and should be applied on a retrospective basis.  Implementation of
this update did not a have a material impact on our consolidated financial
position or results of operations.





In
October 2009, the FASB issued an updated to its Accounting Standards
Codification Topic 470 related to Debt (and Certain Preferred Stock) With
Specific Conversion Features and Other Options.  The guidance updated
in this Topic applies to an equity share-lending arrangement on an entity’s own
shares when executed in contemplation of a convertible debt offering or other
financing.  Implementation of this update did not have a material
impact on our consolidated financial position or results of
operations.





In
October 2009, the FASB issued an update to its Accounting Standards Codification
Topic 605 related to Revenue Recognition.  These updates, effective
for fiscal years beginning on or after June 15, 2010 (early adoption is
permitted), modify the criteria for recognizing revenue in multiple element
arrangements and the scope of what constitutes a non-software deliverable. This
update did not a have a material impact on our consolidated financial
position or results of operations.





In
September 2009, the FASB issued an update to its Accounting Standards
Codification Topic 820 related to Fair Value Measurements and Disclosures. This
update issued additional guidance on measuring the fair value of liabilities
effective for the first reporting period (including interim periods) beginning
after issuance. Implementation will not have a material impact on our
consolidated financial position or results of operations.





In
September 2009, the FASB issued an update to its Accounting Standards
Codification Topic 820 related to Fair Value Measurements and
Disclosures.  This update issued additional guidance on measuring fair
value of certain alternative investments effective for the first reporting
period (including interim periods) ending after December 15, 2009.
Implementation did not have a material impact on our consolidated financial
position or results of operations.





9




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In June
2009, the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 105 related to Generally Accepted Accounting
Principles.  The FASB Accounting Standards Codification will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative.   This Statement is effective
for financial statements issued for interim and annual periods ending after
September 15, 2009. The Company has appropriately implemented this statement and
accurately changed its notes to the consolidated financial statements to adhere
to the FASB’s Accounting Standards Codification.





In June
2009, the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 810 related to Consolidation. This addresses (1) the effects
on certain provisions of FASB Interpretation No. 46 (revised December 2003),
“Consolidation of Variable Interest Entities,” as a result of the elimination of
the qualifying special-purpose entity concept in FASB Statement No. 166,
“Accounting for Transfers of Financial Assets,” and (2) constituent concerns
about the application of certain key provisions of Interpretation 46(R),
including those in which the accounting and disclosures under the Interpretation
do not always provide timely and useful information about an enterprise’s
involvement in a variable interest entity. This Statement is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual reporting periods thereafter.  Earlier
application is prohibited.  The statement is not expected to have a
significant effect on the consolidated financial statements of the
Company.





In June
2009, the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 860 related to Transfers and Servicing. This statement
addresses (1) practices that have developed since the issuance of FASB Statement
No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities, that are not consistent with the original intent and key
requirements of that Statement and (2) concerns of financial statement users
that many of the financial assets (and related obligations) that have been
derecognized should continue to be reported in the financial statements of
transferors. This Statement is effective as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Earlier application is prohibited.  
This Statement must be applied to transfers occurring on or after the effective
date.  This statement is not expected to have a significant effect on the
consolidated financial statements of the Company.





NOTE 2 –
STOCKHOLDERS’ EQUITY





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





Accordingly,
the $125,000 subject to the withdrawal restrictions had been classified as
restricted cash, and in accordance with the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 480 related to Financial
Instruments with Characteristics of Both Liabilities and Equity, a liability was
recorded for the obligation to repay these amounts to the investors if an
acquisition is not consummated.  On April 10, 2007, the Company
returned these funds to the investors including interest, as management
determined that a qualifying business combination would not occur by May 2,
2007.





10




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





On August
16, 2007, the Company issued shares of its common stock for services
rendered.  As a result, Mitchell W. Turk received 32,000 shares of
common stock, Gary Saderup received 17,500 shares of common stock, Steve Dorff
received 30,000 shares of common stock, and William B. Barnett received 25,000
shares of common stock.  The shares of common stock issued are
restricted shares and each share certificate contains a legend restricting sales
and transfers.





The
Company applied the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 505 related to Equity Based Payments to Non-Employees to
account for these shares issued.  According to Topic 505, issuance of
equity instruments for services received are based on the fair value of the
equity instruments issued or on the fair value of the services received,
whichever is a more reliable measure.  The Company used the value of
its common stock shares to account for this transaction.  The value of
its shares is deemed more reliable as it was obtained from the valuation of an
unrelated valuation specialist.





On August
16, 2007, the Company issued 1,000,000 shares of common stock to Brooktide, LLC
(a company controlled by Mr. Yale Farar) in full satisfaction of $280,000 plus
interest owed to Mr. Farar.  The shares of common stock are restricted
shares and the share certificates contain a legend restricting sales and
transfers.





On
September 26, 2007, in order to provide a fair and reasonable percentage in
ownership of the Company and a fair and reasonable share price for potential
future investors, the Company adjusted its capitalization.  The
Company received 544,286 shares of common stock for cancellation, from
Brooktide, LLC (a company controlled by Mr. Yale Farar).  The Company
cancelled and returned the shares of common stock to authorized but unissued
status.





The
Company, in its development stage, does not have a history of operations.
Subsequently, determining the fair value of our common stock requires making
complex and subjective judgments.  The valuation of the per share
value of the Company’s common stock was determined contemporaneously by the
Board of Directors, in its best judgment. Over the past year, the Company’s
share valuation has fluctuated in response to the Company’s varying business
condition.





Significant
Factors, Assumptions, and Methodologies Used in Determining Fair
Value


Significant
factors and assumptions used in determining the Company’s fair value of its
common stock include, future prospects for business, economic conditions of the
music industry, debt restructuring, availability of capital resources, and
cancellation of outstanding shares of common stock.





Significant
Factors contributing to the Difference between Fair Value as of the Date of Each
Grant and Estimated IPO Price


In April
2007 the Company acquired Latigo Shore Music, Inc. a business valued at $100,000
by an independent business appraisal firm. In light of the perceived future
potential of Latigo’s music inventory and industry experience of Latigo’s
President, the Company and Latigo’s President agreed on a per share valuation of
$1.00 per share of the Company’s common stock. This valuation was determined
after arms-length negotiations between the Company and Latigo and was accepted
as a fair valuation by the parties to this transaction.





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





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





11




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 2 –
STOCKHOLDERS’ EQUITY (CONTINUED)





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





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





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





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





The
Company applied the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 505 related to Equity Based Payments to Non-Employees to
account for these options and warrants issued.  According to Topic
505, all transactions in which goods or services are the consideration received
for the issuance of equity instruments shall be accounted for based on the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable.  The Company believes
that fair value of these options and warrants is a more reliable measure of the
consideration received for services performed for the Company.  We
determined the fair value of these equity instruments using the Black-Scholes
option-pricing model.  Factors used in the determination of the fair
value of these equity instruments include, the stock price at the grant date,
the exercise price, the expected life of the equity instrument, the volatility
of the underlying stock, the expected dividends on it, and the risk-free
interest rate over the expected life of the equity instrument.  The
fair value of these options and warrants granted was $7,566 which was calculated
using the Black-Scholes option-pricing model.





At
December 31, 2009, the 21,500 vested options are outstanding at an exercise
price of $0.75 per share and there is no intrinsic
value.  Compensation cost charged to operations was $11,250 for the
year ended December 31, 2009 and $7,566 for the year ended December 31,
2008.





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





The
Company applied the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 505 related to Equity Based Payments to Non-Employees to
account for these shares issued.  According to Topic 505, all
transactions in which goods or services are the consideration received for the
issuance of equity instruments shall be accounted for based on the fair value of
the consideration received or the fair value of the equity instruments issued,
whichever is more reliable measure.  The Company believes that the
fair value of these shares is a more reliable measure of the consideration
received for services performed for the Company.





12




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 3 –
RELATED PARTY TRANSACTIONS





On August
16, 2007, the Company issued 1,000,000 shares of common stock to Mr. Yale Farar
in full satisfaction of $280,000 plus interest owed to him.  The
shares of common stock are restricted shares and the share certificates contain
a legend restricting sales and transfers.  The $280,000 owed to Mr.
Farar was comprised of the $170,000 loan to the Company, including $50,000 on
March 30, 2007, pursuant to the Agreement to Advance Funds dated September 21,
2005 and the $110,000 loan to the Company in accordance with the 6% Subordinated
Convertible Promissory Note on April 26, 2007.





Mr. Yale
Farar, President, had loaned the Company $170,000, including $50,000 on March
30, 2007, pursuant to the terms of the Agreement to Advance Funds dated
September 21, 2005, as amended.  The Company used these funds to make
payments for its general and administrative expenses and deferred offering
costs.  Pursuant to the terms of the Agreements to Advance Funds dated
September 21, 2005, as amended, the loans were on an interest-free basis,
documented by promissory notes and payable only upon consummation of a merger
transaction or Event of Default, as defined by the promissory
notes.





On April
26, 2007, Mr. Farar, the President of Rokwader, loaned the Company $110,000 in
accordance with a 6% Subordinated Convertible Promissory Note (“Note”) executed
by the Company.  Pursuant to the terms of the Note, the loan bears
interest at 6% per annum and absent an “Event of Default,” was payable on demand
or upon receipt by the Company of not less than $500,000 in capital or sale of
substantially all of the Company’s assets or 80% of the Company’s capital
stock.  The proceeds of the Note were used to complete the acquisition
of Latigo and to pay fees and expenses, to the extent such expenses were not
deferred, arising from the Company’s compliance with its public reporting
requirements.





On
November 13, 2007, Brooktide, LLC loaned the Company $75,000 in accordance with
a Subordinated Convertible Promissory Note (“Note”) executed by the
Company.  Pursuant to the terms of the Note, this loan bears an
interest rate equal to 6% per annum and is convertible at the option of the
holder at any time into common stock of the Company at $.375 per
share.  The Note is a demand note and may be paid at any time without
premium or penalty.  The outstanding balance on the Note is
immediately due and payable without notice or demand, upon or at anytime after
the occurrence or existence of any one or more of the listed “Events of
Default.”





The
proceeds of the Note were used to pay fees and expenses arising from the
Company’s compliance with its public reporting requirements and to continue to
create viable entertainment assets in the music recording
industry.  Additionally, the proceeds of the Note were used to pay for
costs relating to its registration statement with the SEC, which was declared
effective May 13, 2008 and finalized on August 5, 2008.





Based on
a presumed share value of $.28 per share and a conversion price of $.375, the
convertibility does not represent a beneficial conversion feature as
defined in the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 470 related to Debt with Conversion and Other
Options.  Further, per the Financial Accounting Standards Board’s
Accounting Standards Codification Topic 815 related to Contracts in Entity’s Own
Equity, the debt meets the definition of conventional convertible debt and
bifurcation of the embedded derivative is not necessary.





Additionally,
Brooktide, LLC owns a controlling interest in the Company’s common stock. Mr.
Farar, the President of Rokwader, is the sole manager of Brooktide,
LLC.  As a sole manager, Mr. Farar, has voting and investment power
over the shares owned by Brooktide, LLC.





The
Company neither owns nor leases any real or personal property.  Most
office services are provided without charge by the president.  In
addition, Mr. Dorff, director and President of Latigo provides music studio
facilities to us at no cost.  Such costs are immaterial to the
financial statements and accordingly, have not been reflected
therein.  The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities, such that they may face a conflict in selecting between
the Company and their other business interests.  The Company has not
formulated a policy for the resolution of such conflicts.





13




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





NOTE 3 –
RELATED PARTY TRANSACTIONS (CONTINUED)





On April
14, 2010, Mr. Yale Farar, the President of Rokwader, loaned the Company $25,000
in accordance with a Subordinated Convertible Promissory Note (“Note”) executed
by the Company.  Pursuant to the terms of the Note, this loan bears an
interest rate equal to 6% per annum and is convertible at the option of the
holder at any time into common stock of the Company at $.75 per
share.  The Note is a demand note and may be paid at any time without
premium or penalty.  The outstanding balance on the Note is
immediately due and payable without notice or demand, upon or at anytime after
the occurrence or existence of any one or more of the listed “Events of
Default.” The proceeds of the Note were used to pay fees and expenses arising
from the Company’s compliance with its public reporting
requirements.





Based on
a presumed share value of $.75 per share and a conversion price of $.75, of the
note mentioned in the paragraph, the convertibility does not represent a
beneficial conversion feature as defined in the Financial Accounting Standards
Board’s Accounting Standards Codification Topic 470 related to Debt with
Conversion and Other Options.  Further, per the Financial Accounting
Standards Board’s Accounting Standards Codification Topic 815 related to
Contracts in Entity’s Own Equity, the debt meets the definition of conventional
convertible debt and bifurcation of the embedded derivative is not
necessary.





NOTE 4 –
ACQUISITION OF LATIGO SHORE MUSIC, INC.





The
Company completed the acquisition of all of the issued and outstanding capital
stock of Latigo Shore Music, Inc., a Delaware corporation (“Latigo”) on April
23, 2007. The acquisition was effected pursuant to the terms of a Revised
Securities Exchange Agreement entered into on April 20, 2007, by and between the
Company and Latigo.  Pursuant to the terms of the Agreement, the
Company acquired all of the outstanding shares of capital stock of Latigo for
70,000 shares of Rokwader common stock (aggregating approximately 5.3% of its
issued and outstanding common stock) plus a promissory note in the amount of
$30,000.  The note was paid off April 27, 2007.





The
Company will apply the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 805 related to Business Combinations to account for
the additional shares issued.  According to Topic 805, if the Net
Profits exceed the amounts outlined by the earn-out provision and the Company
issues the additional shares of Rokwader common stock, the Company will record
the fair value of the shares issued as an additional cost of the acquisition of
Latigo.





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





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





14




ROKWADER,
INC. AND SUBSIDIARY


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


(A
DEVELOPMENT STAGE COMPANY)


(UNAUDITED)





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





In
accordance with the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 805 related to Business Combinations, the total purchase
price paid for this acquisition was allocated to the fair value of the assets
acquired, net of liabilities assumed, resulting in goodwill of $41,664. The
allocation of the purchase price is itemized as follows:





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





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





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





In
accordance with the Financial Accounting Standards Board’s Accounting Standards
Codification Topic 928 related to Entertainment-Music, the costs of a record
master can be reported as an asset if the past performance and current
popularity of the artist provides a sound basis for estimating that cost will be
recovered from future sales.





The
Company amortized the master compact disks cost primarily because Mr. Dorff
composed and performed the songs in the master compact disks.  Mr.
Dorff’s past accomplishments, his standing in the music industry, and the
popularity of his music, provided the Company a sound basis for estimating that
the $30,000 in costs for the master compact disks will be recovered from future
sales and therefore, should be reported as assets.  The Company will
amortize the costs of the master compact disks over their estimated useful life
based on projected net revenues.  The Company projects to generate
revenues from the master compact disks for a minimum of 10 years based on Mr.
Dorff’s past accomplishments and the ability of recorded music to generate
revenues for long periods of time.  Therefore, the Company estimated
the useful life of the master compact disks to be 10 years.




15




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




This 10-QSB contains forward-looking statements. Our actual
results could differ materially from those set forth as a result of general
economic conditions and changes in the assumptions used in making such
forward-looking statements. The following discussion and analysis of our
financial condition and results of operations should be read together with the
audited consolidated financial statements and accompanying notes and the other
financial information appearing elsewhere in this report. The analysis set forth
below is provided pursuant to applicable Securities and Exchange Commission
regulations and is not intended to serve as a basis for projections of future
events. Refer also to “Cautionary Note Regarding Forward Looking Statements” and
“Updates to Risk Factors” below.




Plan
of Operations




Prior to
the completion of the acquisition of Latigo Shore Music, Inc., a Delaware
corporation, (Latigo), Rokwader, Inc. (Rokwader) was a public “shell” company
with nominal assets whose sole business was to identify, evaluate, and
investigate various companies to acquire or with which to merge. Upon
consummation of the transaction with Latigo, Rokwader’s business became the
business of Latigo, which is Rokwader’s sole operating subsidiary. Our principal
business objective for the next 12 months will be to achieve long-term growth
through Latigo.





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





Rokwader
completed the acquisition of all of the issued and outstanding capital stock of
Latigo on April 23, 2007. The acquisition was effected pursuant to the terms of
a Revised Securities Exchange Agreement entered into on April 20, 2007, by and
between Rokwader, Latigo and Mr. Steve Dorff, the sole shareholder of Latigo.
Pursuant to the terms of the Agreement, Rokwader acquired all of the outstanding
shares of capital stock of Latigo for 70,000 shares of Rokwader common stock
(aggregating approximately 5.3% of its issued and outstanding common stock),
valued at $1.00 per share, plus a promissory note in the amount of $30,000. The
valuation of the per share value of the Company’s common stock was determined
contemporaneously by the Board of Directors and the negotiations with Latigo.
The last shares issued by the Company, prior to the Latigo acquisition, were at
$1.00 per share. An independent appraisal set forth the value of Latigo at
$100,000 and that was the price paid by the Company. The note, which was due and
payable within 30 days from the closing, was paid on April 27,
2008.





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




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




Latigo’s
initial period from inception (November 2, 2006) through December 31, 2006
reflects minimal business activities. For the first month Latigo worked on its
business model and began negotiating for musical assets, music catalogues and
new musical talent. On January 19 and 25, 2007 Latigo acquired two Master
Recordings from its founder, Mr. Dorff, and a 50% interest in a 107 song music
catalogue, respectively. During the quarter ended June 30, 2007, two of the
titles from the Latigo catalog, “When The Hero Dies” and “The Best Things In
Life”, were recorded by legacy artist BJ Thomas for inclusion in the film
“Jake’s Corner”. The movie was released in the latter part of 2008.  A
soundtrack CD was released in conjunction with the release of the movie ‘Jake’s
Corner’ which contained two of the Company’s songs.




Latigo’s
expenses associated with its business for the six month period ending June 30,
2010, were $4,950.  Mr. Dorff has a fully equipped recording studio
where Master Recordings and demos can be produced. From the current interest in
Mr. Dorff’s recordings and in the 107 song musical catalogue, Latigo projects
revenues to commence in the later part of 2010.





During
the six months ended June 30, 2010 and 2009, the Company had revenues of $500.00
and 0, respectively.  During the six months ended June 30, 2010 and
2009, the Company incurred net losses of $(45,118) and $(64,233),
respectively.  As of June 30, 2010, the Company had stockholders’
deficit of $18,149.  As of June 30, 2009, the company had
stockholders’ equity of $26,969.





16




Costs
and Resources





During
the remainder of 2010, we anticipate incurring costs of approximately $20,000
related to filing of Exchange Act reports.





We
believe we will be able to meet these costs through current monies in our
treasury ($2,006 as of June 30, 2010), additional amounts loaned to us by our
President, Mr. Yale Farar and amounts loaned to us by Brooktide, LLC., a company
controlled by Mr. Farar, deferral of fees by certain service providers, if
necessary, and revenues from operations.  On February 23, 2007,
Rokwader and Mr. Farar, executed a promissory note issued pursuant to the terms
of the Agreement to Advance Funds entered into by and between Rokwader and Mr.
Farar and dated September 21, 2005 (the “Agreement”), the Amended Agreement to
Advance Funds entered into by and between Rokwader and Mr. Farar dated May 10,
2006 (the “Amended Agreement”), and the Second Amended Agreement to Advance
Funds entered into by and between Rokwader and Mr. Farar and dated December 4,
2006. The promissory note directed Mr. Farar to advance up to an additional
$50,000 to Rokwader.   On April 26, 2007, Mr. Farar, loaned Rokwader an
additional $110,000 in accordance with a 6% Subordinated Convertible Promissory
Note (“Note”) executed by Rokwader, bringing the total funds advanced by Mr.
Farar to $280,000. On August 16, 2007, the Company issued 1,000,000 shares of
its common stock to Brooktide, LLC (a company controlled by Mr. Yale Farar) in
full satisfaction of $280,000 plus interest owed to Mr. Farar at that time. On
November 13, 2007, Brooktide, LLC, loaned the Company $75,000, pursuant to a 6%
convertible promissory note. The note is a demand note and may be prepaid at any
time, without premium or penalty. The Note can be converted by the holder into
common stock of the Company at an initial conversion price of $0.375 per
share.





The
valuation of the per share value of the Company’s common stock was determined
contemporaneously by the Board of Directors, in its best
judgment.  Significant factors and assumptions used in determining the
Company’s fair value of its common stock include, future prospects for business,
economic conditions of the music industry, debt restructuring, availability of
capital resources, and cancellation of outstanding shares of common
stock.





On April
14, 2010, Mr. Farar, the President of Rokwader, loaned the Company $25,000 in
accordance with a Subordinated Convertible Promissory Note (“Note”) executed by
the Company.  Pursuant to the terms of the Note, this loan bears an
interest rate equal to 6% per annum and is convertible at the option of the
holder at any time into common stock of the Company at $.75 per
share.  The Note is a demand note and may be paid at any time without
premium or penalty.  The outstanding balance on the Note is
immediately due and payable without notice or demand, upon or at any time after
the occurrence or existence of any one or more of the listed “Events of
Default.” The proceeds of the Note were used to pay fees and expenses arising
from the Company’s compliance with its public reporting
requirements.  Based on a presumed share value of $.75 per share and a
conversion price of $.75, the convertibility does not appear to be a beneficial
conversion feature as defined in the Financial Accounting Standards Board’s
Accounting Standards Codification Topic 470 related to Debt with Conversion and
Other Options.





In April
2007 the Company acquired Latigo Shore Music, Inc. which business had been
valued at $100,000 by an independent business appraisal firm. In light of the
perceived future potential of Latigo’s music inventory and industry experience
of Latigo’s President, the Company and Latigo’s President agreed on a per share
valuation of $1.00 per share of the Company’s common stock. This valuation was
determined after arms-length negotiations between the Company and Latigo and was
accepted as a fair valuation by the parties to this transaction.





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





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





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





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





17




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





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





Results
of Operation for the six months ended June 30, 2010 and 2009




During
the six months ended June 30, 2010 and 2009, the Company had revenues of $500.00
and 0, respectively.  During the six months ended June 30, 2010 and
2009, the Company incurred general and administrative expenses of $45,662 and
$64,436 consisting primarily of operational expenses of Latigo and professional
fees related to preparation of the Company’s 10-Q’s and other SEC reporting
obligations. These operating expenses combined with insignificant revenues
resulted in net losses of $(45,118) and $(64,233) for the six month period ended
June 30, 2010 and 2009, respectively.  As of June 30, 2010 the Company
had stockholders’ deficit of $18,149 compared to a stockholders’ equity of
$26,969 as of June 30, 2009.





Equity
and Capital Resources




We have
incurred losses since inception of our business (March 18, 2005) and, as of June
30, 2010, we had an accumulated deficit of $693,039.  As of June 30,
2010, we had cash of $2,006 and a working capital deficit of
$100,697.




To date,
we have funded our operations through short-term debt. From inception, we have
borrowed $380,000 as an advance from our largest stockholder. On August 16,
2007, we issued 1,000,000 shares of common stock to Brooktide, LLC (a company
controlled by Mr. Yale Farar, our largest stockholder) in full satisfaction of
$280,000, which was the total owed to Mr. Farar as of that date.  On
April 14, 2010, and in November 2007, Yale Farar, personally, and Brooktide,
LLC, a limited liability company controlled by Mr. Farar, loaned the Company,
pursuant to a convertible promissory note, $25,000 and $75,000, respectively
(the “Notes”). The convertibility of these Notes is not considered to be a
beneficial conversion feature, accordingly, if the debt is converted, the
liability will be decreased and capital will increase. The proceeds of the Notes
were used to pay fees and expenses, to the extent that such expenses are not
deferred, arising from the Company’s compliance with its public reporting
requirements and to continue to create viable entertainment assets in the music
recording industry.




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





Off-balance Sheet Arrangements




Since our
inception through June 30, 2010, we have not engaged in any off-balance sheet
arrangements as defined in Item 303(c) of the SEC's Regulation S-B.




Recent
Accounting Pronouncements




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





18




Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risks.




Not
Applicable.




Item 4.T.
            Controls
      and Procedures.




Evaluation
of Disclosure Controls and Procedures





Disclosure
controls and procedures are designed with an objective of ensuring that
information required to be disclosed in our periodic reports filed with the
Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q,
is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission. Disclosure controls are
also designed with an objective of ensuring that such information is accumulated
and communicated to our management, including our chief executive officer, in
order to allow timely consideration regarding required disclosures.





The
evaluation of our disclosure controls by our principal executive officer
included a review of the controls’ objectives and design, the operation of the
controls, and the effect of the controls on the information presented in this
Quarterly Report. Our management, including our chief executive officer, does
not expect that disclosure controls can or will prevent or detect all errors and
all fraud, if any. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Also, projections of any evaluation of the disclosure
controls and procedures to future periods are subject to the risk that the
disclosure controls and procedures may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Principal Financial Officer, of the effectiveness of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period
covered by this report. Based on that evaluation, our Principle Executive
Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures as of June 30, 2009 and 2010, were effective to ensure
that information required to be disclosed by us in reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms.





Changes
in Internal Control over Financial Reporting.




There was
no change in our internal control over financial reporting that occurred during
the fiscal quarter ended March 31, 2010, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





PART II.





Item
      1.
            Legal
      Proceedings.





None





Item
      1A.
            Risk
      Factors.





Not
Applicable





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





On April
14, 2010, Mr. Farar, the President of Rokwader, loaned the Company $25,000 in
accordance with a Subordinated Convertible Promissory Note (“Note”) executed by
the Company.  Pursuant to the terms of the Note, this loan bears an
interest rate equal to 6% per annum and is convertible at the option of the
holder at any time into common stock of the Company at $.75 per
share.  The Note is a demand note and may be paid at any time without
premium or penalty.  The outstanding balance on the Note is
immediately due and payable without notice or demand, upon or at any time after
the occurrence or existence of any one or more of the listed “Events of
Default.”





Mr. Farar
as president of the Company has full knowledge of the business and financial
condition of the Company.  He is a sophisticated investor and the
Company paid no commissions regarding the issuance of the Note.  The
Note was issued without registration pursuant to an exemption under Section 4(2)
of the Securities Act of 1933, as amended.





Item
      3.
            Defaults
      Upon Senior Securities.





None




19




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





None





Item
      5.
            Other
      Information.





None





Item
      6.
            Exhibits.




(a)
Exhibits.




Exhibit
            
            Item10.7
            
            Promissory
      Note between the Company and Yale Farar in the amount of $25,000 dated
      April 14, 201031.1
            
            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




20




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:
      August 16, 2010
              
              /s/
      Yale FararYale
      Farar, President(Principal
      Executive Officer)




Date:
      August 16, 2010
              
              /s/
      Mitchell W. TurkMitchell
      W. Turk, Chief Financial Officer(Principal
      Financial and Accounting Officer)
  21


EXHIBIT INDEX





Exhibit
            
            Item10.7
            
            Promissory
      Note between the Company and Yale Farar in the amount of $25,000 dated
      April 14, 201031.1
            
            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




22