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, 2005  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  Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. YesxNo o  State the number of shares outstanding of each of the issuers classes of common equity, as of May 12, 2005: 20,513,530 shares of common stock.        ROCKELLE CORP.

FINANCIAL STATEMENTS



INDEX



INDEX



PART I-- FINANCIAL INFORMATION



Item 1. Financial Statements

Item 2. Managements Discussion and Analysis of Financial Condition

Item 3. Control and Procedures

PART II-- OTHER INFORMATION



Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 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, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis.









ROCKELLE CORP.(a development stage company)



FINANCIAL STATEMENTSAS OF MARCH 31, 2005





ROCKELLE CORP.

(a development stage company)

Financial StatementsTable of Contents





Balance Sheet
F-1/F2

Statement of Operations
F3

Statement of Stockholders Equity
F-4

Cash Flow Statement
F-5

Notes to the Financial Statements
F-6













Rockelle Corp.(a development stage company)Balance SheetsASSETSMarch 31,

December 31,2005

2004CURRENT ASSETSCash and cash equivalents
$
44,303

$
228,643Accounts receivable

1,800


-Prepaid expenses

7,000


-Total current assets

53,103


228,643FIXED ASSETSConstruction in progress

53,752


-OTHER ASSETSDeposit on franchise fee

100,000


50,000Security deposits and other assets

91,000


17,000Total other assets

191,000


67,000Total assets
$
297,855

$
295,643F-1







LIABILITIES AND STOCKHOLDERS EQUITY2005

2004CURRENT LIABILITIESAccrued expenses

6,500


6,500Loan from stockholder

52,000


52,000Total current liabilities

58,500


58,500Total liabilities

58,500


58,500STOCKHOLDERS 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 authorized19,497,780 and 100,000 issued and outstanding in 2005 and2004, respectively

19,497


19,484Additional paid-in capital

283,278


270,816Retained earnings (accumulated deficit)

(63,420)


(53,157)Total stockholders equity

239,355


237,143Total liabilities and stockholders equity
$
297,855

$
295,643F-2







Rockelle Corp.(a development stage company)Statements of OperationsFor the three months ended March 31, 2005 and 2004 andfrom inception (September 19, 2003) through March 31, 2005FromInceptionThroughMarch 31,2005

2004


2005Sales
$
12,318

$
-


$
12,318Cost of Sales

-


-



-Gross profit

12,318


-



12,318General and administrative expenses

22,581


250



75,738Net loss

(10,263)


(250)



(63,420)Accumulated deficit, beginning balance

(53,157)


(1,050)



-Accumulated deficit, ending balance

(63,420)


(1,300)



(63,420)Basic and diluted earnings per common share
$
(*)

$
(0.01)(*) = less than $.01Weighted average common shares used in computingbasic and diluted earnings per common share

19,489,905


100,000

F-3





Rockelle Corp.(a development stage company)Statements of Stockholders Equityfrom inception (September 19, 2003) through March 31, 2005AdditionalCommon

Paid-In

AccumulatedShares

Stock

Capital

Deficit

TotalStock issued on acceptanceof incorporation expensesSeptember 19, 2003


100,000

$
100

$
-

$
-

$
100Net loss


-


-


-


(1,050)


(1,050)Balance at December 31, 2003


100,000

$
100

$
-

$
(1,050)

$
(950)Stock issued May of 2004 as officercompensation at a value of $19,100or $0.001 per share


19,100,000


19,100


-


-


19,100Stock issued for cash in a privateplacement memorandum dated June 1, 2004for a total of $271,100 or $0.95 per share


284,655


284


270,816


-


271,100Net loss


-


-


-


(52,107)


(52,107)Balance at December 31, 2004


19,484,655

$
19,484

$
270,816

$
(53,157)

$
237,143







Stock issued for cash in a privateplacement memorandum dated June 1, 2004for a total of $2,500 or $0.95 per share


2,625


3


2,497


-


2,500Issuance of common stock in exchangefor services rendered at a value of $9,975at $0.95 per share


10,500


10


9,965


-


9,975Net loss


-


-


-


(10,263)


(10,263)Balance at March 31, 2005


19,497,780

$
19,497

$
283,278

$
(63,420)

$
239,355F-4



Rockelle Corp.(a development stage company)Statements of Cash FlowsFor the three months ended March 31, 2005 and 2004 andfrom inception (September 19, 2003) through March 31, 2005FromInceptionThroughMarch 31,2005

2004


2005CASH FLOWS FROM OPERATING ACTIVITIESNet income
$
(10,263)

$
(250)

$
(63,420)Adjustments to reconcile net income to net cashused in operating activities:Changes in assets and liabilities:Accounts receivable

(1,800)


-


(1,800)Prepaid expenses

(7,000)


-


(7,000)Security deposits and other assets

(124,000)


-


(191,000)Accounts payable and accrued expenses

-


250


6,500Total adjustments

(132,800)


250


(193,300)Net cash used in operating activities

(143,063)


-


(256,720)CASH FLOWS FROM INVESTING ACTIVITIESConstruction in progress

(43,777)


-


(43,777)Net cash used in financing activities

(43,777)


-


(43,777)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock

2,500


-


292,800Loan from stockholder

-


-


52,000Net cash provided by financing activities

2,500


-


344,800Net (decrease) increase in cash and cash equivalents

(184,340)


-


44,303Cash and cash equivalents - Beginning of period

228,643


-


-Cash and cash equivalents - End of period
$
44,303

$
-

$
44,303









SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid
$
-

$
-

$
-Income taxes paid
$
-

$


$
-NON-CASH INVESTING ACTIVITY:Issuance of common stock in exchange for services
$
9,975

$
-

$
-



F-5









Rockelle Corp.

Notes to Financial Statements

March 31, 2005





NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION



Rockelle Corp. (the Company), 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. Its current primary business purpose is to acquire and maintain franchises in the quick-service food industry.



The financial statements for the three months ended March 31, 2005 and 2004 together with the balance sheet as of March 31, 2005 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, 2005 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, 2004.



NOTE 2  RELATED PARTY TRANSACTIONS



The Company contracted with Krysta Construction (Krysta), an entity owned and controlled by the Companys principal stockholder, to perform construction work. Krysta charged the Company $30,000 for the period ending March 31, 2005.









F-6











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

Plan of Operation



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:



Management strategies include the opening of a model Taco Time, 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 franchisee purchasers. We estimate the cost to open the model store to be approximately $260,000 and we expect to generate revenue in excess of $550,000. An additional $25,000 will be needed for initial food inventory and miscellaneous expenses. When fully operational this location will require a staff of 11 employees.



The Lukoil convenience store, currently under construction in Riverhead, Long Island, is expected to open by the end of the second quarter of 2005. We anticipate that the convenience store will produce $570,000 of revenue in the first year of operations. Gasoline sales are expected to generate an additional$85,000 of annual net revenue as well. The build out cost is $100,000. Equipment costs are also expected to be $100,000. Only $15,000 will be required for inventory and other miscellaneous expenses. When fully operational this location will require a staff of 6 employees.



The Lukoil convenience store in Ronkonkoma/ Bohemia, Long Island, is expected to open by mid to late 2005. Forecasted revenue for the first years operations is $570,000. We expect to generate an additional $85,000 of net revenue annually from gasoline sales. The Riverhead locations start up cost will be an additional $20,000 over the $215,000 estimated cost of the Ronkonkoma/ Bohemia location, due to the additional square footage. This store will also require a staff of 6 employees.



OPERATIONAL, GENERAL & ADMINISTRATIVE EXPENSES



We anticipate that our operational, general and administrative expenses for the next 12 months will total $2,140,000. The breakdown is as follows:



Opening Model Locations *
$
765,000Food & Product Inventory
$
508,000Legal & Accounting
$
50,000Marketing & Advertising
$
22,000Website Development
$
7,500General & Administrative
$
787,500Insurance
$
15,000Laundry & Uniforms
$
5,000







R & M
$
11,500Janitorial
$
5,500Misc. Equip
$
4,500Payroll & Related Taxes
$
419,000Utilities
$
53,000Misc. Exp.
$
9,000Rent
$
265,000TOTAL
$
2,140,000

* Given that we will only have expenses for opening model locations in year one, operational expenses for year two and beyond will be reduced by $765,000 per year.



OPERATIONAL REVENUE



We anticipate operational revenues for the next 12 months will total $1,850,000. The breakdown is as follows:



Taco Time
$
550,000Riverhead
$
650,000Ronkonkoma/ Bohemia
$
650,000TOTAL
$
1,850,000Completion of our plan of operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.



The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan. In the event we are not successful in reaching our initial revenue targets ,additional funds may be required and we would then not be able to proceed with our business plan for the development and marketing of our core products and services. Should this occur, we would likely seek additional financing to support the continued operation of our





business. We anticipate that depending on market conditions and our plan of operations, we could incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our advertising and new products to cover our operating expenses.



Results of Operation



The Company has generated $12,318 in revenues from inception (September 19, 2003) through March 31, 2005. All of such revenues were generated during the three month period ended March 31, 2005 when the Company commenced its operations. The Company has recognized a net loss of $63,240 of which $75,738 was in the form of general and administration expenses. Some general and administrative expenses from inception were accrued.



The expenses for the three months ended March 31, 2005 were $22,581 which were all for general and administrative expenses, as compared to $250 of general and administrative expenses for the three months ended March 31, 2004.



Liquidity and Capital Resources



At March 31, 2005 the Company had $234,122 in cash; $50,000 in a deposit on a franchise right; $91,000 in security deposits and a total of $297,855 in assets. The Company had $6,500 in accrued expenses and a stockholder loan payable in the amount of $52,000 for a total of $58,500 in 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.



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 supplementalinformation contained in our external disclosures including information regardingcontingencies, risk and financial condition. We believe our use if estimates andunderlying accounting assumptions adhere to GAAP and are consistently and conservativelyapplied. We base our estimates on historical experience and on various other assumptionsthat we believe to be
reasonable under the circumstances. Actual results may differmaterially from these estimates under different assumptions or conditions. We continueto monitor significant estimates made during the preparation of our financial statements.









Item 3.
Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedure that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.



(b)
Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.









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.

None



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 March 31, 2005, 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.Registrant



Date: May 13, 2005
By: /s/ Gerard StephanGerard StephanPresident, Secretary and Director