**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




For
      the
      quarterly period ended March 31, 2007




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**Commission
      File #000-50416**




**ROCKELLE
      CORP.**


(Exact
      name of registrant as specified in its charter)




**Delaware**


(State
      or
      other jurisdiction of incorporation or organization)




**98-0407800**


(IRS
      Employer Identification Number)




**162
                Miller Place Road,**
              **Miller
                Place, New York**
            **11764**(Address
                of principal executive offices )
            (Zip
                Code)




**631-244-9841**


(Registrant’s
      telephone no., including area code)




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




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




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


Yes o No x




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of May 21, 2007: 36,070,673 shares of common stock.










**ROCKELLE
      CORP.**


**FINANCIAL
      STATEMENTS**




**INDEX**




**PART
      I-- FINANCIAL INFORMATION**







Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial ConditionItem
                3.
            Control
                and Procedures




**PART
      II-- OTHER INFORMATION**




Item
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in SecuritiesItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits
                and Reports on Form 8-K




**SIGNATURE**










**Item
      1.**   **Financial
      Information**




BASIS
      OF
      PRESENTATION




The
      accompanying reviewed financial statements are presented in accordance with
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-QSB and item 310 under subpart A of Regulation
      S-B.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting only of normal
      occurring accruals) considered necessary in order to make the financial
      statements not misleading, have been included. Operating results for the three
      months ended March 31, 2007 are not necessarily indicative of results that
      may
      be expected for the year ending December 31, 2007. The financial statements
      are
      presented on the accrual basis.














**Rockelle
      Corp. and Subsidiary**





Consolidated
      Financial Statements





March
      31,
      2007
















**Rockelle
        Corp.**
 Index
        to
        Financial Statements
 March
        31,
        2007




FINANCIAL
                  STATEMENTS
              PAGEBalance
                  Sheet
              2
                  -3Statements
                  of Operations
              4Statement
                  of Stockholders' Equity
              5Statements
                  of Cash Flows
              6Notes
                  to Financial Statements
              7






*Page1*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Balance SheetMarch
                  31, 2007ASSETSCURRENT
                  ASSETSCash and cash equivalents
              
              $
              20,643Inventories
              
              
              12,753Prepaid expenses and other current assets
              
              
              6,000**Total
                  current assets**
              
              
              39,396PROPERTY
                  AND EQUIPMENTFurniture and equipment
              
              
              364,225Automobiles
              
              
              37,667Leasehold
                  improvements
              
              
              644,791Construction in progress
              
              
              54,9081,101,591Accumulated depreciation and amortization
              
              
              (53,946
              )1,047,645OTHER
                  ASSETSFranchise area rights, net
              
              
              238,750Deferred financing costs, net
              
              
              310,679Restricted cash
              
              
              130,000Purchase option - Frosted Mug Holdings, LLC
              
              
              100,000Security deposits and other assets
              
              
              84,167**Total
                  other assets**
              
              
              863,596**Total
                  assets**
              
              $
              1,950,637






*Page2*




LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts payable and accrued expenses
              
              
              244,272Franchise obligation - current portion
              
              
              50,000Note payable - current portion
              
              
              4,657Due to affiliate
              
              
              77,510Convertible notes, net of discount
              
              
              665,765Loan from stockholder
              
              
              10,060**Total
                  current liabilities**
              
              
              1,052,264LONG-TERM
                  LIABILITIESFranchise obligation - non-current
              
              
              100,000Note payable - non-current
              
              
              17,584**Total
                  long-term liabilities**
              
              
              117,584**Total
                  liabilities**
              
              
              1,169,848STOCKHOLDERS'
                  EQUITYPreferred stock - $0.001 par value; 10,000,000 shares
                  authorized;None
                  issued and outstanding
              
              
              -Common stock - $0.001 par value; 200,000,000 shares
                  authorized36,070,673
                  issued and outstanding
              
              
              36,070Additional paid-in capital
              
              
              3,656,805Retained earnings (accumulated deficit)
              
              
              (2,912,086
              )**Total
                  stockholders' equity**
              
              
              780,789**Total
                  liabilities and stockholders' equity**
              
              $
              1,950,637




*See
      notes to financial statements.*






*Page3*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statements of OperationsThree
                  months ended March 31,2007
              
              2006Sales
              
              $
              108,767
              
              $
              15,384Cost
                  of Sales
              
              
              43,179
              
              
              1,805Gross
                  profit
              
              
              65,588
              
              
              13,579OPERATING
                  EXPENSESStock-based
                  compensation
              
              
              342,155
              
              
              -Other
                  general and administrative expenses
              
              
              349,899
              
              
              413,781Total
                  operating expenses
              
              
              692,054
              
              
              413,781**Loss
                  from operations**
              
              
              (626,466
              )
              
              (400,202
              )Interest
                  income
              
              
              4,420
              
              
              -Loss
                  on disposal of property and equipment
              
              
              -
              
              
              (44,010
              )**Net
                  loss**
              
              
              (622,046
              )
              
              (444,212
              )Basic
                  and diluted net loss per common share
              
              $
              (0.02
              )
              $
              (0.02
              )Weighted
                  average common shares used in computing basic anddiluted
                  net loss per commons share
              
              
              34,708,994
              
              
              20,130,197(*)
                  = less than $.01




*See
        notes to financial statements.*






*Page4*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statement of Stockholders' EquityAdditionalCommon
              
              Paid-In
              
              AccumulatedShares
              
              Stock
              
              Capital
              
              Deficit
              
              Total**Balance
                  at December 31, 2006**
              
              
              32,816,330
              
              $
              32,816
              
              $
              3,108,523
              
              $
              (2,290,040
              )
              $
              851,299Stock
                  issued January of 2007 as officercompensation
                  at a value of $200,000or
                  $0.07 per share
              
              
              2,857,143
              
              
              2,857
              
              
              197,143
              
              
              
              
              
              200,000Stock-based
                  compensation
              
              
              
              
              
              
              
              
              342,155
              
              
              
              
              
              342,155Conversion
                  of debentures to common stock
              
              
              397,200
              
              
              397
              
              
              8,984
              
              
              
              
              
              9,381Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (622,046
              )
              
              (622,046
              )**Balance
                  at March 31, 2007**
              
              
              36,070,673
              
              $
              36,070
              
              $
              3,656,805
              
              $
              (2,912,086
              )
              $
              780,789




*See
      notes to financial statements.*






*Page5*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statements of Cash FlowsThree
                  months ended March 31,2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (622,046
              )
              $
              (444,212
              )Adjustments
                  to reconcile net loss to net cash provided by(used in) operating activities:Depreciation
              
              
              23,073
              
              
              3,054Loss
                  on
                  disposal of property and equipment
              
              
              -
              
              
              44,010Amortization
                  of
                  franchise area rights
              
              
              7,500
              
              
              7,630Amortization
                  of
                  deferred financing costs
              
              
              39,726
              
              
              14,568Amortization
                  of
                  discount on convertible debentures
              
              
              94,151
              
              
              13,056Stock-based
                  compensation
              
              
              342,155
              
              
              -Common
                  stock issued for services
              
              
              -
              
              
              300,000Changes
                  in assets and liabilities:Inventories
              
              
              -
              
              
              2,858Prepaid expenses and other current assets
              
              
              9,333
              
              
              (15,000
              )Franchise area rights
              
              
              -
              
              
              (37,500
              )Restricted cash
              
              
              70,000
              
              
              -Security deposits and other assets
              
              
              (1,801
              )
              
              38,500Accounts payable and accrued expenses
              
              
              43,825
              
              
              (24,343
              )Total adjustments
              
              
              627,962
              
              
              346,833**Net
                  cash provided by (used in) operating activities**
              
              
              5,916
              
              
              (97,379
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESProceeds from sale of property and equipment
              
              
              -
              
              
              75,000Cash paid for purchase option - Frosted Mug Holdings, LLC
              
              
              (100,000
              )
              
              -Capital expenditures
              
              
              (27,529
              )
              
              (178,976
              )**Net
                  cash used in financing activities**
              
              
              (127,529
              )
              
              (103,976
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESRepayment of notes payable
              
              
              (1,114
              )
              
              -Deferred financing costs
              
              
              -
              
              
              (178,575
              )Repayment of loan from stockholder
              
              
              -
              
              
              (38,200
              )Proceeds from issuance of convertible debentures
              
              
              -
              
              
              700,000**Net
                  cash (used in) provided by financing activities**
              
              
              (1,114
              )
              
              483,225Net
                  increase in cash and cash equivalents
              
              
              (122,727
              )
              
              281,870Cash
                  and cash equivalents - Beginning of period
              
              
              143,370
              
              
              2,150**Cash
                  and cash equivalents - End of period**
              
              $
              20,643
              
              $
              284,020SUPPLEMENTAL
                  CASH FLOW INFORMATIONInterest paid
              
              $
              402
              
              $
              575Income taxes paid
              
              $
              310
              
              $
              310NON-CASH
                  INVESTING AND FINANCING ACTIVITIES:Issuance of common stock in exchange for services
              
              $
              200,000
              
              $
              75,000Wanrrant value recorded as paid-in capital
              
              $
              -
              
              $
              470,000Warrants issued for services
              
              $
              -
              
              $
              270,880




*See
      notes to financial statements.*




*Page6*


**Rockelle
        Corp.**
 Notes
        to
        Financial Statements
 March
        31,
        2007


NOTE
        1 -
        NATURE OF BUSINESS AND BASIS OF PRESENTATION
 
 Rockelle
        Corp. (“Rockelle”), formerly known as Serie Inc., was incorporated on September
        19, 2003 under the laws of the State of Delaware to engage in any lawful
        corporate undertaking, including, but not limited to, selected mergers and
        acquisitions. Its current primary business purpose is to acquire and maintain
        franchises in the quick-service food industry. To date, Rockelle has not
        sold
        any of these franchises.
 
 In
        April
        2005, Rockelle organized and capitalized a wholly-owned subsidiary, Rockelle
        Riverhead Corp. (“Riverhead”) for the purpose of operating two convenience
        stores (one of which was sold in November 2005 and the other which was sold
        in
        March 2006), each located on a property shared with a gas station. In connection
        with taking over these operations, the owner of the property contracted with
        Rockelle to dispense gasoline to customers of the gas station. Rockelle received
        a fee based upon the amount of gas dispensed.
 
 Subsequent
        to the sale of the convenience stores, Rockelle entered into a Multiple Unit
        Development Agreement with Frosted Mug Holdings, LLC ("Agreement") which
        granted
        it certain development rights to establish and operate ten Snack Bars using
        the
        Frosted Mug Holdings proprietary restaurant services marks which currently
        include "Stewart's", “Stewart's Root Beer" and the "Original Drive In". In
        connection with this agreement, Riverhead developed and currently operates
        six
        (6) of these “Stewart’s” Snack Bars located inside Wal-mart department stores.
        They are located in Pennsylvania, Florida, Ohio and Maryland.
 
 The
        consolidated financial statements include the accounts of Rockelle and Riverhead
        (together the “Company”). All material intercompany transactions and balances
        have been eliminated in consolidation.
 
 The
        financial statements for the three months ended March 31, 2007 and 2006 together
        with the balance sheet as of March 31, 2007 included herein have not been
        audited by the Company’s independent public accountants. In the opinion of
        management, all adjustments necessary to present fairly the financial position
        at March 31, 2007 and the results of operations and cash flows for the periods
        presented herein have been made.
 
 The
        financial statements included herein have been prepared 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
        of
        America have been omitted pursuant to such regulations. These financial
        statements should be read in conjunction with the financial statements and
        notes
        thereto included in the Company’s Annual Report on Form 10-KSB for the year
        ended December 31, 2006.
 
 
 NOTE
        2 -
        STOCK-BASED COMPENSATION
 
 In
        January 2007, the principal stockholder of the Company received 2,857,143
        shares
        of the Company’s stock in lieu of salary for services performed for the year
        ended December 31, 2006.
 
 
 *Page7*




**Rockelle
        Corp.**
 Notes
        to
        Financial Statements
 March
        31,
        2007


Effective
        January 1, 2007, the Company issued 25 million options to purchase Rockelle
        common stock to a key executive in the Company at a price of $1 per share.
        The
        options have a term of five years and vest on January 1, 2008.
 
 Options
        outstanding as of March 31, 2007 and changes during the three months ended
        March
        31, 2007 were as follows:
  **Weighted****Shares**
              
              **Average**
              
              **Aggregate****Under**
              
              **Exercise**
              
              **Intrinsic****Outstanding
                  at**
              
              **Option**
              
              **Price**
              
              **Value**December
                  31, 2006
              
              
              -
              
              $
              -
              
              $
              -Granted
              
              
              25,000,000
              
              $
              .01
              
              $
              1,250,000Exercised
              
              
              -
              
              $
              -
              
              $
              -March
                  31, 2007
              
              
              25,000,000
              
              $
              .01
              
              $
              2,500,000
  The
        aggregate intrinsic value in the table above represents the total pre-tax
        intrinsic value (the difference between the Company’s closing stock price on the
        last trading day of the first quarter of fiscal 2007 of $0.11 and the exercise
        price of $0.01, multiplied by the number of in-the-money options) that option
        holders would have received had they exercised their options on March 31,
        2007.
        This amount changes based on the fair market value of the Company’s stock. As of
        March 31, 2007, the Company had no shares under option which were exercisable.
 
 The
        grant-date fair value, as calculated using the Black-Scholes option valuation
        model, was calculated at $0.0547 per share. The fair value of the options
        is
        being amortized over the vesting period on a straight-line basis.
 
 Assumptions
        used in the calculation of grant-date fair value for the stock options were
        as
        follows:
 
 Exercise
                  Price
              
              $0.01Expected
                  Term (years)
              
              one
                  yearExpected
                  Volatility
              
              222.8%Dividend
                  Yield
              
              0%Risk
                  Free Interest Rate
              
              5.0%
 
 The
        Company’s expected option term was assumed at the earliest possible exercise
        date for the award. The Company’s expected stock volatility assumption was based
        upon historical stock price fluctuations of the Company’s common stock. The risk
        free interest rate was estimated using rates for 1-year U.S. Treasury notes
        as
        of the grant-date.




*Page8*




**Rockelle
        Corp.**
 Notes
        to
        Financial Statements
 March
        31,
        2007
 
 NOTE
        3 -
        EARNINGS PER SHARE
 
 Basic
        net
        income (loss) per common share exclude dilution and are computed by dividing
        net
        income (loss) available to common stockholders by the weighted average number
        of
        common shares outstanding for the period. Diluted net income (loss) per share
        reflects the potential dilution that could occur if stock options or other
        contracts to issue common shares of the Company or its subsidiaries were
        exercised or converted to common stock or resulted in the issuance of common
        stock that then shared in the earnings of the Company. For the three months
        ended March 31, 2007 and 2006, diluted loss per share is the same as basic
        loss
        per share since the effect of all common stock equivalents was anti-dilutive
        due
        to the net loss. At March 31, 2007, there were 2,892,223 warrants issued
        that
        were considered to be dilutive securities that will dilute future earnings
        per
        share.
 
 NOTE
        4 -
        JOINT VENTURE AGREEMENT
 
 On
        January 31, 2007, the Company entered into a Joint Venture Purchase Agreement
        (the “Agreement”) with Frosted Mug Holdings, LLC (“Frosted”) to form a joint
        venture (the “Joint Venture”) to engage together in the business of Stewarts
        Root Beer Drive-in Restaurants, formerly operated by Frosted. Under the terms
        of
        the Agreement, the Company made a capital contribution to the Joint Venture
        in
        the amount of $100,000. The Agreement calls for future contributions to be
        made
        by the Company as follows:
 
 May
                  31, 2007
              
              $
              50,000July
                  31, 2007
              
              $
              100,000January
                  31, 2008
              
              $
              4,000,000January
                  31, 2009
              
              $
              2,000,000
  In
        addition, the Joint Venture assumed certain liabilities of Frosted in the
        amount
        of $447,000 and will assume an existing note payable that Frosted has to
        Stewart
        Restaurant, Inc. in the amount of $2,700,000. The assumption of the note
        is to
        take place by January 31, 2008. The Company’s ownership percentage in the Joint
        Venture varies as the schedule payments and note assumption take place.
 
 The
        Company may elect to forego the July 31, 2007 payment and instead allow all
        income from the Joint Venture’s operations go 100% to Frosted. However, should
        the Company fail to make the required payments as set forth in the Agreement,
        the Joint Venture would dissolve and the Company would forfeit any contributions
        paid to date. Accordingly, the Company’s initial contribution of $100,000 as
        been deemed in substance to constitute a purchase option of Frosted’s business
        and has been recorded as a non-current asset on the balance sheet as of March
        31, 2007.
 
 *Page9*


**Rockelle
      Corp.**


Notes
      to
      Financial Statements


March
      31,
      2007







NOTE
        5 -
        SUBSEQUENT EVENTS
 
 In
        May
        2007, the Company prepaid the scheduled lease payments under the operating
        leases for its kitchen and other equipment. Accordingly, the restriction
        on its
        cash collateral ($200,000 at December 31, 2006 and $130,000 at March 31,
        2007)
        was removed.
 
 In
        April
        2007, Kahala Corporation agreed to allow the Company to pay their 2007 franchise
        area rights annual installment of $50,000 by paying $25,000 by April 30,
        2007
        and the remaining $25,000 by May 10, 2007. These amounts were paid during
        the
        month of May.













*Page10*




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





The
      following plan of operation provides information which management believes
      is
      relevant to an assessment and understanding of our results of operations and
      financial condition. The discussion should be read along with our financial
      statements and notes thereto. Because we have not generated significant
      revenues, we intend to report our plan of operation below.




The
      following discussion and analysis contains forward-looking statements, which
      involve risks and uncertainties. The Company’s actual results may differ
      significantly from the results, expectations and plans discussed in these
      forward-looking statements.




**Overview**




Our
      plan
      of operations for the twelve months following the date of this filing is to
      complete the following objectives within the time period specified:




On
      January 31, 2007, Rockelle entered into a Joint Venture Purchase Agreement
      with
      Frosted Mug Holdings, LLC (“Frosted”) to form a joint venture under the name
      FrostedRock, Inc. to engage together in the business of Stewarts Original Root
      Beer Drive in Restaurants. It is Rockelle’s intention to reinvigorate the
      Stewart’s brand name to facilitate the development and sales of Stewart’s
      Original Root Beer Drive-In Restaurant franchises. Rockelle also plans to
      develop and market Stewart’s trademarked food products, which will be
      distributed nationally and sold in local grocery stores.




Rockelle
      intends to sell all developed Stewart’s “Snack Bar” franchises and focus on
      trademarked product development and distribution. Rockelle will continue to
      earn
      annual royalty fees from each franchised location sold.




Rockelle
      has purchased the exclusive area development rights for Taco Time, a Kahala
      Corp. owned franchise concept, for all
      five
      Burroughs of New York along with Nassau and Suffolk counties in Long Island,
      NY. Management
      strategies include the opening of a “model” Taco Time in the New York
      Metropolitan area, offering franchises for sale, providing construction and
      build out services, furnishing marketing and advertising support. This location
      will be used as a showcase for future Taco Time franchise purchasers. We
      estimate the cost to open the model store to be approximately $675,000 to
      purchase the facility plus an additional $175,000 to complete the franchise
      build-out. We expect to generate annual gross revenue in excess of
      $550,000.





Rockelle
      entered into a broker agreement with Massimo Zanetti Beverage, USA, the domestic
      parent company of Chock Full o'Nuts, which permits Rockelle to develop, operate
      and or sell stand alone Chock full o’Nuts coffee shops and cafes. This agreement
      also allows Rockelle to combine any other food concepts with Chock full o'Nuts
      to create dual or multi branded locations featuring Chock Full o'Nuts. Rockelle
      has received Patchogue Village's preliminary approval to open a full service
      Chock full o'Nuts eatery at the Patchogue, LI Railroad station. There are
      several other locations currently under negotiation.





Over
      the
      next twelve months we intend to further our business plan of developing and
      selling Stewart’s Original Root Beer Drive-In Restaurant franchises and
      developing Stewart’s trademarked food products for national distribution. We
      will also open a minimum of one (1) Taco Time and one (1) Chock full o’Nuts Café
location. We will undertake the build-out construction, bring each franchised
      location into operational status, and then either operate the franchised
      location or sell the franchised location to other franchisees. Our sole officer
      and Director, Gerard Stephan, will oversee all of the following
      activities.





CONSTRUCTION




Prior
      to
      this filing, construction had been completed on six (6) Stewart’s franchises as
      follows; one in Pennsylvania, one in Maryland, two in Florida and two in Ohio.
      As of May 21, 2007, all locations are open for business.





OPERATIONS




It
      is our
      intension to sell all of our developed Stewart’s Original Root Beer Drive-In
      Restaurant franchises. In addition, we will also develop a minimum of one (1)
      Taco Time franchise and one (1) Chock full o’Nuts Café franchises in
      2007.







SALES
      AND
      MARKETING




Our
      sales
      and marketing are divided into two separate functions. The first is to generate
      visibility for the franchises we intend to develop and sell while utilizing
      the
      operational locations to develop interest by prospective franchise buyers.
      We
      intend to use traditional sales and marketing vehicles such as newspaper and
      trade publications. The second is the development of Stewart’s trademarked food
      products for national distribution.





FURTHER
      DEVELOPMENT OF ORGANIZATIONAL INFRASTRUCTURE




Mr. Stephan
      will personally undertake the responsibility of selecting and overseeing the
      products developed that will carry the Stewart’s trademark as well as the
      management necessary to put the national distribution channels into place.
      In
      addition, Mr. Stephan will be responsible for hiring the employees needed
      to staff our initial locations.




Completion
      of our plan of operation is subject to attaining adequate revenue. We cannot
      assure investors that adequate revenues will be generated and if we are unable
      to generate sufficient revenues, we may be unable to proceed with our plan
      of
      operations. We may need to seek additional equity financing to cover our
      administrative expenses, marketing and expansion. We anticipate that, if needed,
      any such financing will be through the sale of shares of our common stock at
      prices based upon our trading market once such market develops. Even without
      significant revenues within the next twelve months, we still anticipate being
      able to continue with our present activities, but we may require the additional
      financing to potentially achieve our goal of profit, revenue and
      growth.




On
      January 31, 2007, we entered into a Joint Venture Purchase Agreement with
      Frosted Mug Holdings, LLC (“Frosted”) to form a joint venture under the name
      FrostedRock, Inc. to engage together in the business of Stewarts Root Beer
      Drive
      in Restaurants ("Agreement"). In accordance with the Agreement, we shall hold
      a
      51% partners interest in the joint venture, and Frosted shall hold a 49%
      partners interest. The general conduct of the business shall be controlled
      by an
      Operating Committee to be comprised of Gerald Stephen and John R. Frieri. We,
      as
      the Manager, shall be responsible for the day to day management of the
      operations of the joint venture, subject to the supervision of the JV Operating
      Committee. All income and property of Frosted will be contributed to the joint
      venture. In exchange, we shall be required to make the following payments to
      Frosted:




1.
            $100,000
                upon execution of the Agreement;2.
            $50,000
                within 120 days from the date of the Agreement;3.
            $100,000
                within 180 days from the date of the Agreement;4.
            $4,000,000
                within one year from the date of the Agreement;5.
            Assumption
                or other disposition of the $2,700,000 note issued to Stewarts
                Restaurants, Inc. by Frosted within one year from the date of the
                Agreement; and6.
            $2,000,000
                within two years from the date of the
                Agreement.





Payments
      1, 2 and 3 will be satisfied through revenues from ongoing operations of
      Stewart’s Original Root Beer restaurants. Management is pursuing an
      investment-banking firm, not yet retained, to assist us in obtaining the funding
      requirements to complete our acquisition of Stewart’s Original Root Beer.
      Management anticipates completing this funding through equity
      financing.





Upon
      completion of the $4,000,000 payment, Frosted shall transfer to us 66% of its
      total ownership interests in the joint venture and turn over complete control
      of
      the JV Operating Committee to us. Upon satisfaction of the $2,000,000 payment,
      Frosted shall completely relinquish the balance of its ownership interest in
      the
      joint venture.















Liquidity
      and Capital Resources




On
      March
      1, 2006, we completed financing agreements by executing a securities purchase
      agreement with the following entities: AJW Partners, LLC, AJW Offshore, Ltd.,
      AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC. Under
      the securities purchase agreement, we issued $2,000,000 in callable secured
      convertible notes. The notes are convertible into shares of our common stock.
      The conversion price is based on the sixty (60%) of the average of the lowest
      three (3) Trading Prices for the Common Stock during the twenty (20) Trading
      Day
      period prior to conversion. The timing of the conversion is at the option of
      the
      holder. The notes are secured by a grant of a general security interest in
      all
      of our assets both tangible and intangible. The Company simultaneously issued
      to
      the private investors seven year warrants to purchase 3,000,000 Series A
      warrants at an exercise price of $1.00 and 3,000,000 Series B warrants at an
      exercise price of $1.50.




A
      private
      investment firm, Westminster Securities Corporation based in New York City,
      will
      receive a total commission of $160,000 (8% of the net proceeds of $2,000,000)
      for arranging for this financing. In addition, Westminster Securities received
      100,000 shares of our common stock and seven year warrants to purchase 300,000
      Series A warrants at an exercise price of $1.00 and 300,000 Series B warrants
      at
      an exercise price of $1.50.




We
      received a total of $2,000,000 under the terms of the securities purchase
      agreement. We have applied these funds in the manner outlined in the tables
      below.






To
                Date:Gross
                Proceeds Received
            
            $2,000,000Less
                - Use of Proceeds:·Prorated
                Closing Costs and Fees
            
            $
            330,502·Frosted
                Mug Contract
            
            $
            105,000·Construction,
                Build-out & Equipment Costs
            
            $
            1,564,498Total
                Proceeds Utilized
            
            $
            2,000,000Net
                Retained for Operating Expenses
            
            $
            0






Management
      is pursuing an investment-banking firm, not yet retained, to assist us in
      obtaining the funding requirements to complete our acquisition of Stewart’s
      Original Root Beer. Management anticipates completing this funding through
      equity financing. While there is no absolute guarantee that we will obtain
      the
      required funding, management believes that both the revenue generation forecast
      and the additional funding will be attained. At the present level of operations,
      working capital requirements to sustain operations approximates $50,000 per
      month exclusive.





At
      March
      31, 2007, the Company had $20,643 in cash, $6,000 in prepaid expenses and
      $12,753 in inventories for a total of $39,396 in current assets. The Company
      had
      $244,272 in accounts payable and accrued expenses, $50,000 franchise obligation,
      $4,657 note payable current portion, $77,510 due to affiliates, $665,765 in
      convertible notes and a stockholder loan payable in the amount of $10,060 for
      a
      total of $1,052,264 in current liabilities. The Company will rely upon the
      issuance of common stock and additional capital contributions from shareholders
      to fund expenses to enter into the franchise industry. There are no guarantees
      that the Company will be successful in the industry.












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




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2007. Based
      on
      this evaluation, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures are effective to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized, and reported
      within the time periods specified in the Securities and Exchange Commission’s
      rules and forms and that our disclosure and controls are designed to ensure
      that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is accumulated and communicated  to
      our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.




There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the first quarter of fiscal 2007 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




















**PART
      II - OTHER INFORMATION**




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




The
      Company is currently not a party to any pending legal proceedings and no such
      action by, or to the best of its knowledge, against the Company has been
      threatened.




**Item
      2.**  **Changes
      in Securities** .




On
      January 10, 2007, we entered into an Agreement with Surety Financial Group,
      LLC
      (“Surety”), by which Surety would provide various investor relations services in
      exchange for 3,000,000 shares of our common stock. Of the 3,000,000 shares,
      1,000,000 shares will be issued upon the effective date of our registration
      statement, and the balance will be issued in increments of 200,000 shares to
      be
      delivered per month, commencing in the second month of the agreement for ten
      months for an additional 2,000,000 shares. As part of the Agreement, Surety
      will
      also be issued 500,000 warrants for shares of our common stock at a conversion
      price of 50% of average three lowest bid prices during the thirty-one days
      prior
      to the execution of said warrants.





On
      January 26, 2007 we issued a warrant to purchase up to 4,000,000 shares of
      our
      common stock to Acacia Investors, LLC, an Illinois limited liability company
      (“Acacia”), at an exercise price per share equal to sixty-seven percent (67%) of
      the lowest closing bid price for the shares of Common Stock for the three (3)
      Trading Days immediately preceding such date.





In
      January 2007, we issued a total of 2,857,143 shares to Gerard Stephan as payment
      for the $200,000 owed to Mr. Stephan under his employment agreement with us.
      The
      shares were valued at the market price of $.07 per share.





In
      January 2007, we issued a total of 397,200 shares of common stock to investors
      pursuant to the conversion of $13,816.48 in convertible notes
      payable.





All
      of
      the above listed securities were issued in reliance on an exemption from
      registration under Section 4(2) of the Securities Act of 1933. These shares
      of
      our common stock qualified for exemption under Section 4(2) of the Securities
      Act of 1933 since the issuance shares by us did not involve a public offering.
      The offering was not a “public offering” as defined in Section 4(2) due to the
      insubstantial number of persons involved in the deal, size of the offering,
      and
      manner of the offering and number of shares offered. We did not undertake an
      offering in which we sold a high number of shares to a high number of investors.
      In addition, the shareholders had the necessary investment intent as required
      by
      Section 4(2) since they agreed to and received a share certificate bearing
      a
      legend stating that such shares are restricted pursuant to Rule 144 of the
      1933
      Securities Act. This restriction ensures that these shares would not be
      immediately redistributed into the market and therefore not be part of a “public
      offering.” Based on an analysis of the above factors, we have met the
      requirements to qualify for exemption under Section 4(2) of the Securities
      Act
      of 1933 for this transaction.  We have never utilized an underwriter for an
      offering of our securities.




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





None





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




None





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





None





**Item
      6.**   **Exhibits
      and Reports of Form 8-K.**





On
      February 7, 2007, the Company filed a Form 8K based on a Joint Venture Purchase
      Agreement entered into with Frosted Mug Holdings, LLC (“Frosted”) to form a
      joint venture under the name FrostedRock, Inc. to engage together in the
      business of Stewarts Root Beer Drive in Restaurants.












**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, there unto duly
      authorized.




**ROCKELLE
                CORP**.RegistrantDate:
                May 21, 2007
            *By:
                /s/ Gerard Stephan*Gerard
                StephanPresident,
                Secretary and Director