UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1





(Mark
One)





[X]           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended September 30, 2008





[   ]           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT





For the
transition period from ____________ to ______________





Commission
file number: 333-144944





ROSTOCK VENTURES
CORP.


(Name of
registrant in its charter)





Nevada
            1000
            98-0514250(State
      or jurisdiction
            (Primary
      Standard
            (IRS
      Employerof
      incorporation or
            Industrial
            Identificationorganization)
            Classification
            No.)Code
      Number)





102
Pawlychenko Lane, #34


Saskatoon, SK, Canada S7V
1G9


(Address
of principal executive offices)





(702)
866-2500


(Registrant's
telephone number)





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





Indicate
by check mark whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer   ̈
            Accelerated
      filer    ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  x





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





The
number of shares outstanding of each of the issuer’s classes of equity as of
November 14, 2008 is 5,814,039 shares of common stock, par value $0.001, and no
shares of preferred stock, par value $0.001.





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008 of Rostock Ventures Corp. (the “Company,” the
“Registrant,” “we”, or “us”) which was originally filed with the Securities and
Exchange Commission on November 14, 2008 (the “Original Filing”) is being filed
to amend the cover page of the Original Filing to clarify that the Registrant is
a “shell company” and to include the additional “Risk Factor”, described below
under “Item 1A. Risk Factors” which Risk Factor should be read in connection
with and in addition to the “Risk Factors” set forth in the Registrant’s
Original Filing.





As a
result of this Amendment No.1, new certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002 have been executed and filed as of
the date of this Amendment No. 1 on Form 10-Q/A, as disclosed under “Item 6.
Exhibits,” below.





Except
for the amended disclosure contained herein, this Form 10-Q/A does not modify or
update other disclosures in, or exhibits to, the Original Filing which are
incorporated by reference herein.





ITEM 1A. RISK
FACTORS





Shareholders
who hold unregistered shares of our common stock are subject to resale
restrictions pursuant to Rule 144, due to our status as a “shell
company.”





Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell
company” is defined as a company that has no or nominal operations; and, either
no or nominal assets; assets consisting solely of cash and cash equivalents; or
assets consisting of any amount of cash and cash equivalents and nominal other
assets.  As such, we are a “shell company” pursuant to Rule 144, and
as such, sales of our securities pursuant to Rule 144 are not able to be made
until 1) we have ceased to be a “shell company”; 2) we are subject to Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all
of our required periodic reports for at least a one year period prior to any
sale pursuant to Rule 144; and a period of at least twelve
(12)  months has elapsed from the date “Form 10 information” has been
filed with the Commission reflecting the Company’s status as a non-“shell
company.”  Because none of our securities can be sold pursuant to Rule
144, until at least one (1) year after we cease to be a “shell company” (as
described in greater detail above), any securities we issue to consultants,
employees, in consideration for services rendered or for any other purpose will
have no liquidity until and unless such securities are registered with the
Commission and/or until one (1) year after we cease to be a “shell company” and
have complied with the other requirements of Rule 144, as described
above.  As a result, it may be harder for us to fund our operations
and pay our consultants with our securities instead of
cash.  Furthermore, it will be harder for us to raise funding through
the sale of debt or equity securities unless we agree to register such
securities with the Commission, which could cause us to expend additional
resources in the future.  Our status as a “shell company” could
prevent us from raising additional funds, engaging consultants using our
securities to pay for any acquisitions (although none are currently planned),
which could cause the value of our securities, if any, to decline in value or
become worthless.   Furthermore, as we may not ever cease to be a
“shell company,” investors who purchase our restricted securities and/or
non-free trading shares of our securities may be forced to hold such securities
indefinitely.


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ITEM 6.
EXHIBITS





Index
of Exhibits





Exhibit
      Number
            Description of
      Exhibits3.1(1)
            Articles
      of Incorporation.3.2(1)
            Bylaws.10.1(1)
            Purchase
      Agreement dated December 22, 2006 between Kimberly Sinclair and
      Rostock.10.2(2)
            Invoice
      for Prospecting and Location of the Amerillo Queen
Claim31*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232*
            Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





*   Filed
herein.




(1) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on July 30, 2007, and incorporated herein by reference.





(2) Filed
as an exhibit to our Form S-1/A Registration Statement filed with the Commission
on July 28, 2008, and incorporated herein by reference.


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SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





ROSTOCK
      VENTURES CORP.DATED:
      December 11, 2008
            By:
      /s/ Collin D. SinclairCollin
      D. SinclairChief
      Executive Officer (Principal Executive Officer)and
      Principal Financial Officer


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