**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 September 30, 2006




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
            Nox




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of November 15, 2006: 28,806,330 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 nine
      months ended September 30, 2006 are not necessarily indicative of results that
      may be expected for the year ending December 31, 2006. The financial statements
      are presented on the accrual basis.











**Rockelle
        Corp. and Subsidiary**
 
 Consolidated
        Financial Statements
 
 September
        30, 2006
 
 
 **Rockelle
          Corp.**
 Index
          to
          Consolidated Financial Statements
 September
          30, 2006
  FINANCIAL
          STATEMENTS
  
 PAGEBalance
                    Sheets
                2Statements
                    of Operations
                3Statements
                    of Stockholder’s Equity
                4Statements
                    of Cash Flows
                5Notes
                    to Financial Statements
                6


















**Rockelle
                Corp. and Subsidiary**Consolidated
                Balance SheetsASSETSSeptember
                30,
            
            December
                31,2006
            
            2005CURRENT
                ASSETSCash
                and cash equivalents
            
            $
            627,027
            
            $
            2,150Inventories
            
            
            277
            
            
            2,858Prepaid
                expenses and other current assets
            
            
            17,333
            
            
            -**Total
                current assets**
            
            
            644,637
            
            
            5,008PROPERTY
                AND EQUIPMENTFurniture
                and equipment
            
            
            273,852
            
            
            40,467Leasehold
                improvements
            
            
            240,658
            
            
            96,854Construction
                in progress
            
            
            292,373
            
            
            -806,883
            
            
            137,321Accumulated
                depreciation and amortization
            
            
            (10,347
            )
            
            (15,257
            )796,536
            
            
            122,064OTHER
                ASSETSFranchise
                area rights, net
            
            
            339,637
            
            
            276,250Deferred
                financing costs, net
            
            
            551,194
            
            
            -Security
                deposits and other assets
            
            
            24,500
            
            
            56,000**Total
                other assets**
            
            
            915,331
            
            
            332,250**Total
                assets**
            
            $
            2,356,504
            
            $
            459,322




See
      notes
      to financial statement.






*Page
          -2*




LIABILITIES
                  AND STOCKHOLDERS' EQUITYSeptember
                  30,
              
              December
                  31,2006
              
              2005CURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              
              113,653
              
              
              70,802Franchise
                  obligation - current portion
              
              
              50,000
              
              
              50,000Note
                  payable - current portion
              
              
              4,039
              
              
              -Due
                  to affiliate
              
              
              82,510
              
              
              105,500Convertible
                  notes, net of discount
              
              
              621,742
              
              
              -Loan
                  from stockholder
              
              
              10,060
              
              
              80,260**Total
                  current liabilities**
              
              
              882,004
              
              
              306,562LONG-TERM
                  LIABILITIESFranchise
                  obligation - non-current
              
              
              100,000
              
              
              150,000Note
                  payable - non-current
              
              
              20,772
              
              
              -**Total
                  long-term liabilities**
              
              
              120,772
              
              
              150,000**Total
                  liabilities**
              
              
              1,002,776
              
              
              456,562STOCKHOLDERS'
                  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 authorized25,766,330
                  and 19,963,530 issued and outstanding in 2006 and2005,
                  respectively
              
              
              25,766
              
              
              19,963Additional
                  paid-in capital
              
              
              3,005,582
              
              
              725,312Retained
                  earnings (accumulated deficit)
              
              
              (1,677,620
              )
              
              (742,515
              )**Total
                  stockholders' equity**
              
              
              1,353,728
              
              
              2,760**Total
                  liabilities and stockholders' equity**
              
              $
              2,356,504
              
              $
              459,322




See
        notes
        to financial statement.




*Page
          -3*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statements of OperationsNine
                  months ended September 30,
              
              Three
                  months ended September 30,2006
              
              2005
              
              2006
              
              2005Sales
              
              $
              45,019
              
              $
              122,613
              
              $
              29,635
              
              $
              65,513Cost
                  of Sales
              
              
              27,489
              
              
              33,461
              
              
              25,684
              
              
              23,753Gross
                  profit
              
              
              17,530
              
              
              89,152
              
              
              3,951
              
              
              41,760General
                  and administrative expenses
              
              
              962,404
              
              
              235,644
              
              
              303,221
              
              
              111,903**Loss
                  from operations**
              
              
              (944,874
              )
              
              (146,492
              )
              
              (299,270
              )
              
              (70,143
              )Interest
                  income
              
              
              13,779
              
              
              -
              
              
              7,680
              
              
              -Gain
                  on sale of franchise location
              
              
              40,000
              
              
              -
              
              
              40,000
              
              
              -Loss
                  on disposal of property and equipment
              
              
              (44,010
              )
              
              -
              
              
              -
              
              
              -**Net
                  loss**
              
              
              (935,105
              )
              
              (146,492
              )
              
              (251,590
              )
              
              (70,143
              )Basic
                  and diluted net loss per common share
              
              $
              (0.04
              )
              $
              (*
              )Weighted
                  average common shares used in computing basis and dilutednet
                  loss per common share
              
              
              22,425,048
              
              
              19,505,655(*)
                  = less than $.01
   See
          notes
          to financial statement.
   
 *Page
            -4*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statements of Stockholder's EquityAdditionalCommon
              
              Paid-In
              
              AccumulatedStock
              
              Capital
              
              Deficit
              
              Total**Balance
                  at December 31, 2005**
              
              
              19,963,530
              
              $
              19,963
              
              $
              725,312
              
              $
              (742,515
              )
              $
              2,760Issuance
                  of common stock in exchangefor
                  services rendered at a value of$300,000
                  at $0.75 per share
              
              
              400,000
              
              
              400
              
              
              299,600
              
              
              
              
              
              300,000Issuance
                  of common stock in exchangefor
                  services rendered at a value of$24,000
                  at $0.12 per share
              
              
              200,000
              
              
              200
              
              
              23,800
              
              
              
              
              
              24,000Issuance
                  of convertible debt and warrants
              
              
              100,000
              
              
              100
              
              
              1,857,763
              
              
              
              
              
              1,857,863Conversion
                  of debentures to common stock
              
              
              5,102,800
              
              
              5,103
              
              
              99,107
              
              
              
              
              
              104,210Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              (935,105
              )
              
              (935,105
              )**Balance
                  at September 30, 2006**
              
              
              25,766,330
              
              $
              25,766
              
              $
              3,005,582
              
              $
              (1,677,620
              )
              $
              1,353,728
 
  See
          notes
          to financial statement.




*Page
          -5*




**Rockelle
                  Corp. and Subsidiary**Consolidated
                  Statements of Cash FlowsNine
                  months ended September 30,2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet loss
              
              $
              (935,105
              )
              $
              (146,492
              )Adjustments to reconcile net loss to net cashused in operating activities:Depreciation
              
              
              13,401
              
              
              7,947Loss
                  on
                  disposal of property and equipment
              
              
              44,010
              
              
              -Amortization
                  of
                  franchise area rights
              
              
              27,113
              
              
              -Amortization
                  of
                  deferred financing costs
              
              
              125,188
              
              
              -Amortization
                  of
                  discount on convertible debentures
              
              
              237,935
              
              
              -Common
                  stock issued
                  for services
              
              
              324,000
              
              
              -Changes
                  in assets
                  and liabilities:Accounts
                  receivable
              
              
              -
              
              
              (15,000
              )Inventories
              
              
              2,581
              
              
              (3,500
              )Prepaid
                  expenses and other current assets
              
              
              (17,333
              )
              
              -Franchise
                  area
                  rights
              
              
              (90,500
              )
              
              -Security
                  deposits and other assets
              
              
              31,500
              
              
              (124,000
              )Accounts
                  payable and accrued expenses
              
              
              42,851
              
              
              55,698Due
                  to
                  affiliates
              
              
              (22,990
              )
              
              99,400Total
                  adjustments
              
              
              717,756
              
              
              20,545**Net
                  cash used in operating activities**
              
              
              (217,349
              )
              
              (125,947
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESProceeds
                  from sale of property and equipment
              
              
              75,000
              
              
              -Capital
                  expenditures
              
              
              (782,072
              )
              
              (148,456
              )**Net
                  cash used in financing activities**
              
              
              (707,072
              )
              
              (148,456
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from
                  issuance of common stock
              
              
              -
              
              
              17,500Loan
                  from stockholder
              
              
              -
              
              
              28,260Deferred
                  financing costs
              
              
              (330,502
              )
              
              -Repayment
                  of
                  loan from stockholder
              
              
              (70,200
              )
              
              -Repayment
                  of
                  franchise obligation
              
              
              (50,000
              )
              
              -Proceeds
                  from
                  issuance of convertible debentures
              
              
              2,000,000
              
              
              -**Net
                  cash provided by financing activities**
              
              
              1,549,298
              
              
              45,760Net
                  increase (decrease) in cash and cash equivalents
              
              
              624,877
              
              
              (228,643
              )Cash
                  and cash equivalents - Beginning of period
              
              
              2,150
              
              
              228,643**Cash
                  and cash equivalents - End of period**
              
              $
              627,027
              
              $
              -SUPPLEMENTAL
                  CASH FLOW INFORMATIONInterest
                  paid
              
              $
              575
              
              $
              1,847Income
                  taxes paid
              
              $
              310
              
              $
              -NON-CASH
                  INVESTING ACTIVITY:Issuance
                  of
                  common stock in exchange for services
              
              $
              75,000
              
              $
              9,975Wanrrant
                  value
                  recorded as paid-in capital
              
              $
              1,511,983
              
              $
              -Warrants
                  issued
                  for services
              
              $
              270,880
              
              $
              -Conversions
                  of
                  debentures to common stock
              
              $
              104,210
              
              $
              -




See
        notes
        to financial statement.






*Page
          -6*




**Rockelle
        Corp.**
 Notes
        to
        Financial Statements
 September
        30, 2006





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 2005), 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 receives a fee based upon the amount of gas dispensed.





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 and nine months ended September 30, 2006
      and
      2005 together with the balance sheet as of September 30, 2006 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 September 30, 2006 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, 2005.








NOTE
      2 -
      FRANCHISE AREA RIGHTS





During
      the nine months ended September 30, 2006 the Company incurred franchise
      development fees of $90,500 for five (5) “Stewart’s” and two (2) “Blimpies” in
      Wal-Mart stores.





Franchise
      area rights consist of the following at June 30, 2006:





Franchise
                area
                rights
            
            $
            390,500Less:
                Accumulated amortization
            
            
            (50,863
            )$
            339,637





Franchise
      rights amortization expense was $27,113 and $0 for the nine months ended
      September 30, 2006 and 2005, respectively.











*Page
            -7*




**Rockelle
          Corp.**
 Notes
          to
          Financial Statements
 September
          30, 2006





NOTE
      3 -
      SECURED CONVERTIBLE DEBENTURES





In
      March
      2006, the Company completed a financing agreement for $2,000,000 with private
      investors (the "Investors"). Under the terms of the agreement, on March 1,
      2006,
      the Company received the funding in three installments of $700,000, $600,000
      and
      $700,000 which were received on March 1 st ,
      April
      12 th and
      April 20 th ,
      respectively. The Company issued to the Investors secured convertible debentures
      totaling $2,000,000 with a 6% interest rate and a maturity date of March 1,
      2009. The debentures are convertible into common shares of the Company at the
      Applicable Percentage (as defined below) times the average of the lowest three
      (3) Trading Prices for the Common Stock during the twenty (20) Trading Day
      period prior to conversion. The "Applicable Percentage" means 50%; provided,
      however, that the Applicable Percentage shall be increased to (i) 55% in the
      event that a Registration Statement is filed within thirty days of the closing
      and (ii) 60% in the event that the Registration Statement becomes effective
      within one hundred and twenty days from the Closing. The Company simultaneously
      issued to the Investors seven-year warrants to purchase 3,000,000 shares of
      common stock at an exercise price of $ 1.00 and 3,000,000 warrants at an
      exercise price of $1.50 per share.





A
      private
      investment firm received a total commission of $160,000 (8% of the net proceeds
      of $2,000,000) for arranging for this financing. In addition, Westminster
      received 300,000 shares of our common stock and 300,000 Series A warrants to
      purchase our common stock at an exercise price of $1.00 and 300,000 Series
      B
      warrants at an exercise price of $1.50.





The
      Company allocated a total of $1,511,983 of the value of the debentures towards
      the fair value of the warrants using the relative fair value method and recorded
      this amount to additional paid in capital. The remaining $488,017 has been
      recorded as a net liability. The discount on the debentures is being amortized
      into expense over the term of the financing and amounted to $120,111 and
      $250,993 for the three and nine months ended September 30, 2006, respectively.





During
      the second and third quarters, noteholders converted $46,027 and $184,118 of
      principal value, respectively, into 852,800 and 4,250,000 shares of common
      stock, respectively.





The
      Company used the Black-Scholes model to calculate the fair value of the warrants
      and estimated the value of the Series A and Series B warrants to be $0.48 and
      $0.42 per warrant, respectively, as of March 1, 2006. The following assumptions
      were made in the calculation:





Stock
                price
            
            $
            0.75Exercise
                price
            
            $
            1.00/$1.50Stock
                volatility
            
            
            68.7
            %Risk-free
                rate
            
            
            4.5
            %Term
            
            
            7
                yearsDividend
                yield
            
            
            0
            %








*Page
            -8*





**Rockelle
          Corp.**
 Notes
          to
          Financial Statements
 September
          30, 2006







The
      Company valued the common stock and warrants issued to the private investment
      firm using the Black-Scholes model and the same assumptions as above. The
      100,000 shares of common stock were valued at $0.75 per share, or $75,000,
      based
      upon the market price upon the closing date of the financing. The total value
      of
      the Series A warrants issued was $143,998 and the total value of the Series
      B
      warrants issued was $126,882. Total financing costs, including cash paid and
      common stock and warrants issued, amounted to $676,382. This amount was recorded
      on the balance sheet as deferred financing costs and is being amortized to
      interest expense over the three year term of the financing. Amortization of
      deferred financing costs amounted to $56,365 and $139,756 for the three and
      nine
      months ended September 30, 2006.





NOTE
      4 -
      DEFERRED FINANCING COSTS, NET





Deferred
      financing costs of $676,382 were incurred in conjunction with the Convertible
      Debentures and consist of the following:





Cash
            
            $
            311,927Legal
                fees
            
            
            18,575Common
                stock
            
            
            75,000Series
                A Warrants
            
            
            143,998Series
                B Warrants
            
            
            126,882676,382Less:
                Accumulated amortization
            
            
            (125,188
            )Deferred
                financing costs, net
            
            $
            551,194





Amortization
      expense of $125,188 and $0 was incurred during the nine-month period ended
      September 30, 2006 and 2005, respectively. These costs are being amortized
      over
      36 months.








NOTE
      5 -
      CONVENIENCE STORE OPERATIONS





In
      March
      2006, Riverhead turned over the operations of its one remaining convenience
      store to the owner of the property. In exchange for turning over the operations,
      Riverhead received $75,000, which is equal to the amount of construction costs
      incurred with Krysta to upgrade the facility. Riverhead spent an additional
      $62,000 for equipment and improvements with third parties for which they were
      not reimbursed.





NOTE
      6 -
      MULTIPLE UNIT DEVELOPMENT AGREEMENT





On
      March
      16, 2006, the Company 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 accordance with the
      Agreement, the Company has the right to establish and operate these Stewarts
      Snack Bars in up to ten Wal-Mart locations in Pennsylvania, Maryland, Ohio,
      Florida and New York. Currently, two locations in Florida and one location
      in
      Pennsylvania are operating.





*Page
            -9*






**Rockelle
          Corp.**
 Notes
          to
          Financial Statements
 September
          30, 2006


Permits
      have been obtained and construction has been commenced on two additional
      properties located in Maryland. Construction costs incurred on the operating
      locations have been recorded to “Leasehold improvements” on the balance sheet,
      and construction costs incurred on the locations under construction are recorded
      to “Construction in progress” on the balance sheet. At such time as the Snack
      Bars have opened, the Company can continue to manage each of these
      establishments or, subject to registration requirements, locate individual
      franchisees to operate the business.





Pursuant
      to the terms of the Agreement, the Company was required to pay a development
      fee
      equal to $12,500 per Snack Bar either under construction or for which a permit
      has been issued. Said fee shall be paid upon issuance of each subsequent permit
      for Snack Bars developed hereunder. For the initial ten Snack Bars subject
      to
      this Agreement the total initial fee was $125,000 (the “Development Fee”). The
      Company was also required to pay $4,000 per unit toward the royalties to be
      charged to the Wal-Mart Snack Bars developed. Hereafter, said fee shall be
      paid
      upon issuance of each subsequent permit for Snack Bars developed hereunder.
      In
      addition to the Development Fee, the Company also paid $4,500 in rental security
      per unit.





Pursuant
      to the terms of the Agreement, the Company has the right to sell any of the
      Snack Bars developed by it to any third party and retain any proceeds from
      such
      sale. The Company is also entitled to retain one third of all royalties
      collected from such third party franchisee after the sale.




NOTE
      7 -
      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 nine months
      ended
      September 30, 2006 and 2005, 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 September 30, 2006, there were 2,319,377 warrants issued
      that were considered to be dilutive securities that will dilute future earnings
      per share.





NOTE
      8 -
      SUBSEQUENT EVENTS





Subsequent
      to September 30, 2006 and through November 1, 2006, noteholders converted an
      additional $50,110 of principal value into 1,250,000 shares of common stock.







*Page
          -10*





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





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 registration
      statement is to complete the following objectives within the time period
      specified:




It
      is
      Rockelle’s intention to develop a minimum of ten (10) Stewart’s “Snack Bar”
franchises located within Wal-Mart facilities on an annual basis.




In
      the
      first year, Rockelle intends to sell a minimum of five (5) of their developed
      Stewart’s “Snack Bar” franchises and retain ownership of the remaining
      franchises. Net revenues from operations of each Stewart’s “Snack Bar” located
      in a WalMart are projected to exceed $70,000 annually. In addition to the
      franchise operations revenue,  Rockelle will net approximately $50,000 on
      the sale of each developed Stewart’s “Snack Bar” franchise sold. Rockelle will
      continue to earn $4,000 annually in recurring royalty fees per location for
      each
      franchise sold.  Rockelle holds the right of first refusal to purchase any
      WalMart location granted to Frosted Mug for a Stewart’s “Snack Bar”. It is the
      intention of Rockelle to develop ten (10) Stewart’s “Snack Bar” franchises,
      located within Wal-Mart stores, in each subsequent year. It is anticipated
      that
      this agreement with Frosted Mug will allow Rockelle to expand into many other
      locations across the United States.




Rockelle
      will continue to net approximately $50,000 on the sale of each developed
      Stewart’s “Snack Bar” franchise. By selling a minimum of five (5) franchise
      locations, total net revenue from these sales will generate approximately
      $250,000, exclusive of any continuing royalty revenue.





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 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 revenue in excess of $550,000. When fully operational this location
      will require a staff of 11 employees.




Additionally,
      Rockelle has purchased two (2) Blimpie food franchises from Kahala Corporation.
      These franchises, which management anticipates opening in 2007, will also be
      located within Wal-Mart stores.




Plan
      Of
      Operations




Over
      the
      next twelve months we intend to further our business plan by developing ten
      (10)
      Stewart’s Original Root Beer Restaurant Snack Bars, located within existing
      WalMart stores across 5 states, as well as opening a minimum of one (1) Taco
      Time and two (2) Blimpie franchise locations. 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 begun in seven (7) locations; one in Pennsylvania,
      two in Maryland, two in Florida and two in Ohio. As of the date of this filing,
      the Pennsylvania location is open for business and three of the remaining six
      franchises under construction are anticipated to open within the next thirty
      days. Our last three remaining sites, two in Maryland and one in New York State,
      for which we are currently under contract, are anticipated to begin construction
      in 2006. We will continue to take advantage of the combined purchasing power
      of
      multiple construction sites.




OPERATIONS




It
      is our
      intension to sell a minimum of five (5) developed Stewart’s “Snack Bar”
franchises and retain ownership of the remaining five (5) franchises. In
      addition, we will also develop a minimum of one (1) Taco Time franchise in
      2006
      and a minimum of two (2) Blimpie franchises in 2007.




SALES
      AND
      MARKETING




Our
      sales
      and marketing is divided into two separate categories. The first is to generate
      visibility for the franchises we intend to operate. We will take advantage
      of
      the foot traffic generated by WalMart’s customers to spread the word about these
      new Stewart’s locations. The second is to utilize the operational locations to
      develop interest by prospective franchisees. In addition, we intend to use
      traditional sales and marketing vehicles such as newspaper and trade
      publications. As royalty revenues grow, we intend to increase our visibility
      by
      implementing local and regional advertising campaigns.




FURTHER
      DEVELOPMENT OF ORGANIZATIONAL INFRASTRUCTURE




Mr. Stephan
      will personally undertake the responsibility of selecting and overseeing the
      management put in place in each of the Stewart’s locations in WalMart stores.
      With continued expansion, it is our intention to hire regional managers to
      oversee daily operations of larger geographical regions. 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.




Liquidity
      and Capital Resources




On
      March
      3, 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.




As
      of
      September 30, 2006, 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
              **•**Frosted
                Mug Contract
              **•**Construction,
                Build-out & Equipment Costs _
            $330,502
              $149,000
              $557,807Total
                Proceeds Utilized
            $962,691Net
                Retained for operating expenses
            $1,037,309




The
      remaining proceeds will be used for build-out construction and equipment costs
      for the remaining WalMart locations approximating $800,000 with the balance
      to
      be used for general working capital.




With
      an
      existing forecast of minimum revenues of $3,126,000 in 2006, management believes
      that with the operational cash to be generated and the retained working capital
      from our recent funding, the overall cash requirements of operations are
      expected to be met. While there is no absolute guarantee that we will generate
      the forecast revenues, 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.




It
      is
      management’s estimate that with its existing working capital resources and with
      the insurance of the contemplated additional funding noted, we will be able
      to
      meet the working capital requirements of operations for the coming twelve months
      of operations.




At
      September 30, 2006 the Company had $627,027 in cash, $17,333 in prepaid expenses
      and $277 in inventories for a total of $644,637 in current assets. The Company
      had $113,653 in accrued expenses, $50,000 franchise obligation, $4,039 note
      payable current portion, $82,510 due to affiliates, $621,742 in convertible
      notes and a stockholder loan payable in the amount of $10,060 for a total of
      $882,004 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.




Results
      of Operations




For
      the
      Nine Months Ended September 30, 2006 and 2005




Gross
      revenues decreased from $122,613 for the nine-month period ended September
      30,
      2005 to $45,019 for the six month period ended September 30, 2006, a decrease
      of
      $77,594. These revenues were generated from royalties on gas sales from gas
      station/convenience store operations. We are not aware of any known trends,
      events, demands, commitments or uncertainties in our industry that are
      reasonably likely to have a material impact on our present or future financial
      condition or operating performance.





The
      decrease in revenues is due to the sale of the convenience stores in November
      2005 and March 2006. Our net loss from operations for the nine-month period
      ending September 30, 2005 was $146,492 as compared to net loss from operations
      for the nine month period ending September 30, 2006 of $944,874. The increase
      in
      net loss from operations was due to an increase in sales, general and
      administrative expenses of $798,382.




Selling,
      general and administrative expenses increased to $962,404 for the nine-month
      period ending September 30, 2006 from $235,644 for the nine month period ending
      September 30, 2005. These expenses represent our total operating expenses during
      this period. The increase in our total operating expenses was due to additional
      expenses required in order to become a publicly traded company and remain in
      compliance with all reporting requirements. These additional expenses include
      legal and accounting fees, auditing fees and professional fees associated with
      obtaining private financing. It should be noted that the operating expenses
      do
      not include any management salary. Mr. Stephan, to date, has received no
      salary from Rockelle Corp.





Critical
      Accounting Policies




Rockelle’s
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial
      condition. We believe our use if estimates and underlying accounting
      assumptions adhere to GAAP and are consistently and conservatively applied.
      We base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances. Actual results may
      differ materially from these estimates under different assumptions or
      conditions. We continue to monitor significant estimates made during the
      preparation of our financial statements.




**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 September 30, 2006.
      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 third quarter of fiscal 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.

















**PART
      II - OTHER INFORMATION**




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




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** .




NEED
      TO
      ADD ISSUANCES




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





None





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




No
      matter
      was submitted during the quarter ending September 30, 2006, covered by this
      report to a vote of the Company’s shareholders, through the solicitation of
      proxies or otherwise.





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





None





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





(a)  Exhibits





31.1
      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002





32.1
      Certification pursuant to Section 906 of Sarbanes Oxley Act of
      2002




(b)  Reports
      of Form 8-K





None

















**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:
                November 15, 2006
            *By:
                /s/ Gerard Stephan*Gerard
                StephanPresident,
                Secretary and Director