UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)





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





For the
quarterly period ended June 30, 2009





[   ]
      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)





(306)
371-1818


(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files. 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   xNo


Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the most practicable date:





Class
            Outstanding
      as of  August 11, 2009Common
      Stock, $0.001
            40,698,273*





*Increased
from 5,814,039 shares of common stock to 40,698,273 shares of common stock based
upon the January 14, 2009 Forward Stock Split.











ROSTOCK
VENTURES CORP.


Form
10-Q







Part
      1.
            FINANCIAL
      INFORMATION
            F-1Item
      1.
            Financial
      Statements (Unaudited)Balance
      Sheets
            F-1Statements
      of Operations
            F-2Statements
      of Cash Flows
            F-3Notes
      to Financial Statements
            F-4Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            4Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item
      4.
            Controls
      and Procedures
            10Part
      II.
            OTHER
      INFORMATION
            11Item
      1.
            Legal
      Proceedings
            11Item
      1A.
            Risk
      Factors
            11Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            11Item
      3.
            Defaults
      Upon Senior Securities
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            11Item
      5.
            Other
      Information
            11Item
      6.
            Exhibits
            11














Index


















Financial
      Statements:
            
            PageBalance
      Sheets (Unaudited)
            
            F-1Statements
      of Expenses (Unaudited)
            
            F-2Statements
      of Cash Flows (Unaudited)
            
            F-3Notes
      to Financial Statements (Unaudited)
            
            F-4















































PART
I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL
STATEMENTS














ROSTOCK
VENTURES CORP.


BALANCE
SHEETS


(Unaudited)




June
      30,
                                  
                                  
                                  December
      31,2009
                                  
                                  
                                  2008AssetsCurrent
      assets:Cash
      and cash equivalents
                                  
                                  $
                                  1,515
                                  
                                  
                                  $
                                  581Total
      assets
                                  
                                  $
                                  1,515
                                  
                                  
                                  $
                                  581Liabilities and Stockholders’
      DeficitCurrent
      liabilities:Accounts
      payable
                                  
                                  $
                                  1,167
                                  
                                  
                                  $
                                  497Due
      to shareholder
                                  
                                  
                                  12,631
                                  
                                  
                                  
                                  531Notes
      payable
                                  
                                  
                                  20,000
                                  
                                  
                                  
                                  20,000Total
      liabilities
                                  
                                  
                                  33,798
                                  
                                  
                                  
                                  21,028Stockholders’
      deficit:Preferred
      stock, $0.001 par value; 100,000,000 shares authorized, 0 shares issued
      and outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock, $0.001 par value; 100,000,000 shares authorized, 40,698,273 shares
      issued and outstanding
                                  
                                  
                                  40,698
                                  
                                  
                                  
                                  40,698Additional
      paid-in capital
                                  
                                  
                                  53,723
                                  
                                  
                                  
                                  53,723Deficit
      accumulated during the development stage
                                  
                                  
                                  (126,704
                                  )
                                  
                                  
                                  (114,868
                                  )Total
      stockholders’ deficit
                                  
                                  
                                  (32,283
                                  )
                                  
                                  
                                  (20,447
                                  )Total
      liabilities and stockholders’ deficit
                                  
                                  $
                                  1,515
                                  
                                  
                                  $
                                  581







See
accompanying notes to the condensed unaudited financial statements






F-1


ROSTOCK
VENTURES CORP.


STATEMENTS
OF EXPENSES


(Unaudited)












Three
      Months Ended June 30, 2009
                  
                  
                  Three
      Months Ended June 30, 2008
                  
                  
                  Six
      Months Ended June 30, 2009
                  
                  
                  Six
      Months Ended June
      30, 2008
                  
                  
                  November
      2,
                    2006
                    (Inception)
                    to June
      30,
                    2009Operating
      expenses:Exploration and testing
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  29,000Legal and professional expenses
                  
                  
                  1,195
                  
                  
                  
                  136
                  
                  
                  
                  2,403
                  
                  
                  
                  638
                  
                  
                  
                  29,223Other selling, general and administrative
                  
                  
                  3,611
                  
                  
                  
                  7,504
                  
                  
                  
                  9,659
                  
                  
                  
                  13,793
                  
                  
                  
                  72,847Total Operating Expenses
                  
                  
                  4,806
                  
                  
                  
                  7,640
                  
                  
                  
                  12,062
                  
                  
                  
                  14,431
                  
                  
                  
                  131,070Loss
      from Operations
                  
                  
                  (4,806
                  )
                  
                  
                  (7,640
                  )
                  
                  
                  (12,062
                  )
                  
                  
                  (14,431
                  )
                  
                  
                  (131,070
                  )Foreign
      currency exchange gain
                  
                  
                  149
                  
                  
                  
                  422
                  
                  
                  
                  226
                  
                  
                  
                  7,525
                  
                  
                  
                  4,366Net
      loss
                  
                  
                  (4,657
                  )
                  
                  
                  (7,218
                  )
                  
                  
                  (11,836
                  )
                  
                  
                  (6,906
                  )
                  
                  
                  (126,704
                  )Basic
      and diluted net loss per common share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  
                  N/AWeighted
      average common shares outstanding
                  
                  
                  40,698,273
                  
                  
                  
                  40,698,273
                  
                  
                  
                  40,698,273
                  
                  
                  
                  40,698,273
                  
                  
                  
                  N/A












See
accompanying notes to the condensed unaudited financial statements






F-2




ROSTOCK
VENTURES CORP.


STATEMENTS
OF CASH FLOW


(Unaudited)


Six
      Months
                  Ended
                  June
      30, 2009
                
                
                Six
      Months
                  Ended
                  June
      30, 2008
                
                
                November
      2, 2006 (Inception) to June 30, 2009Cash
      flows from operating activities:Net loss
                
                $
                (11,836
                )
                
                $
                (6,906
                )
                
                $
                (126,704
                )Adjustments to reconcile net loss to net cash used in operating
      activities:Write-off
      of mining claim costs
                
                
                -
                
                
                
                -
                
                
                
                11,000Changes in assets and liabilities:Prepaid
      expenses
                
                
                -
                
                
                
                (6,158
                )
                
                
                -Accounts
      payable
                
                
                670
                
                
                
                496
                
                
                
                1,167Foreign
      currency loss
                
                
                226
                
                
                
                7,525
                
                
                
                4,366Net
      cash used in operating activities
                
                
                (10,940
                )
                
                
                (5,043
                )
                
                
                (110,171
                )Cash
      flows from investing activities:Purchase
      of mining claim
                
                
                -
                
                
                
                -
                
                
                
                (11,000
                )Cash
      flows from financing activities:Cash
      received for stock issued
                
                
                -
                
                
                
                -
                
                
                
                43,734Cash
      received for stock not issued
                
                
                -
                
                
                
                -
                
                
                
                50,687Borrowings
      on debt
                
                
                -
                
                
                
                -
                
                
                
                20,000Advances
      from shareholder
                
                
                12,100
                
                
                
                -
                
                
                
                12,631Net
      cash provided by financing activities
                
                
                12,100
                
                
                
                -
                
                
                
                127,052Foreign
      exchange effect on cash
                
                
                (226
                )
                
                
                (15,817
                )
                
                
                (4,366
                )Net
      increase (decrease) in cash and cash equivalents
                
                
                934
                
                
                
                (20,860
                )
                
                
                1,515Cash
      and cash equivalents at beginning of period
                
                
                581
                
                
                
                38,128
                
                
                
                -Cash
      and cash equivalents at end of period
                
                $
                1,515
                
                
                $
                17,268
                
                
                $
                1,515Supplemental
      information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -







See
accompanying notes to the condensed unaudited financial statements




F-3


NOTES
TO UNAUDITED FINANCIAL STATEMENTS





1.
            Summary of Significant
      Accounting Policies





Nature
of Business





Rostock
Ventures, Corp. (“Rostock”) was incorporated November 2, 2006 in Nevada and is a
development stage company.  Rostock  was formed to seek
business opportunities in mineral exploration.  At December 31, 2007,
Rostock had purchased two mining claims and is in the process of geologically
evaluating and testing these claims.  However, since inception
Rostock’s focus has been directed toward raising operating capital and further
developing its business plan.





Basis
of Presentation





The
accompanying unaudited interim financial statements of Rostock Ventures, Corp.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in Rostock’s Annual Financial Statements
included herein on this Form S-1 filed with the SEC.  In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim period presented have been reflected herein. The
results of operations for the interim period is not necessarily indicative of
the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosures contained in the audited
financial statements for the most recent fiscal period ended December 31, 2008
have been omitted.





New
Pronouncements





Effective this quarter, the Company
implemented SFAS No. 165, Subsequent Events (“SFAS 165”). This
standard establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued. The adoption of SFAS 165 did not impact the Company’s financial
position or results of operations. The Company evaluated all events or
transactions that occurred after June 30, 2009 up through
August11, 2009, the date the Company issued
these financial statements.  During this period, the Company did not have
any material recognizable subsequent events.





Reclassifications





Certain
prior year amounts have been reclassified to conform with the current year
presentation.





2.
            Going
      Concern





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and liabilities in the ordinary
course of business. Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $126,704 at June 30, 2009.
This condition raises substantial doubt about Rostock’s ability to continue as a
going concern.   The Company has every intention of seeking
additional capital.   The company is being funded by its director
until a plan is formulated to raise additional funds; however, no assurance can
be given as to the success of these efforts.





The
financial statements of Rostock do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary if Rostock is unable to
continue as a going concern.






F-4





3.
            Debt





Notes
payable of $20,000 consist of loan proceeds from an individual dated October 29,
2008.  The loan is payable on demand,  is non interest
bearing and is unsecured.





At June
30, 2009 we owed $12,631 to a shareholder, which consisted of net funds
advanced.  The funds advanced bear no interest and are
unsecured.





4.
            Equity





On
January 14, 2009, Rostock approved a 7:1 forward stock split on its issued and
outstanding shares of common stock to the holders of record as of that
date.  As a result of the split, each holder of record automatically
received six additional shares of Rostock’s common stock.  After the
split, the number of shares of common stock issued and outstanding are
40,698,273 shares for both December 31, 2008 and June 30, 2009.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split retroactively.





Preferred
stock may be divided into and issued into one or more series by the Board of
Directors.  The Board is authorized to determine rights, preferences,
limitations and terms of preferred shares.  There were no preferred
shares outstanding at June 30, 2009.





From
inception (November 2, 2006) through June 30, 2009, Rostock sold 40,698,273
(split adjusted) shares of common stock for proceeds totaling
$43,734.  Of the issued shares, 28,000,000 (split adjusted) were
issued to the founder at $0.01 per share for proceeds of $40,000.





























F-5





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





CERTAIN
STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS "FORM 10-Q"), CONSTITUTE
"FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR
THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR
BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
ROSTOCK VENTURES CORP. ("ROSTOCK", "THE COMPANY", "WE", "US" OR "OUR") TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM
10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO JUNE 30, 2009.





GENERAL





Rostock
Ventures Corp. was incorporated on November 2, 2006, under the laws of the State
of Nevada. We are an exploration stage company engaged in the acquisition and
exploration of mineral properties. Our stock trades on the Over-the-Counter
Bulletin Board under the symbol “ROSV”.





Please
note that throughout this Quarterly Report, and unless otherwise notes, the
words “we”, “our”, “us”, the “Company” or “Rostock Ventures Corp.” refers to
Rostock Ventures Corp.




RECENT
DEVELOPMENTS




January
14, 2009 Forward Stock Split




On
January 14, 2009, our Board of Directors pursuant to a Board of Directors
meeting authorized and approved a forward stock split of seven for one (7:1) of
our total issued and outstanding shares of common stock (the “Forward Stock
Split”). The Forward Stock Split was effectuated based on market conditions and
upon a determination by our Board of Directors that the Forward Stock Split was
in our best interests and of the shareholders. Certain factors were discussed
among the members of the Board of Directors concerning the need for the Forward
Stock Split, including the increased potential for financing. The intent of the
Forward Stock Split is to increase the marketability of our common
stock.




The
Forward Stock Split was effectuated upon filing the appropriate documentation
with NASDAQ. The Forward Stock Split increased our total issued and outstanding
shares of common stock from 5,814,039 to approximately 40,698,273 shares of
common stock. The common stock will continue to be $0.001 par
value.




CURRENT
BUSINESS OPERATIONS




We
acquired a 100% undivided interest in a mineral claim known as McVicar Lode
Mining Claim (the “McVicar Claim”) comprised of one located claim of 20 acres
located in the Yellow Pine Mining District, Clark County, Nevada. Our plan of
operation is to conduct mineral exploration activities on the McVicar Claim in
order to assess whether it possesses mineral deposits of lead, zinc, copper,
silver or gold capable of commercial extraction. Although the Yellow Pine Mining
District is less famous than many of the other mining districts of the Great
Basin, it nevertheless ranks second only to Tonopah in total Nevada lead and
zinc production. During World War I, this district was one of the most
productive in the West, but by the end of World War II, only a few mines
remained in operation. A description of the McVicar Claim is provided under the
heading “Description of Property.”





We have
not earned any revenues to date. We do not anticipate earning revenues until
such time as we enter into commercial production of our mineral properties. We
are presently in the exploration stage of our business and we can provide no
assurance that a commercially viable mineral deposit exists on our mineral claim
or that we will discover commercially exploitable levels of mineral resources on
our properties, or if such deposits are discovered, that we will enter into
further substantial exploration programs. Further exploration is required before
a final evaluation as to the economic and legal feasibility is required to
determine whether our mineral claim possesses commercially exploitable mineral
deposits. See “Plan of Operation.”





In December
2007, we acquired the Amerillo Claim (described below) for $5,000 in prospecting
fees, which we have no current plans to explore or develop. We also hold a 100%
interest in the McVicar Claim located in Nevada and the Amerillo Queen Claim
located in Nevada, described below.








4


McVicar
Claim





We
entered into a purchase agreement dated December 22, 2006 with Kimberly Sinclair
pursuant to which we acquired a 100% interest in the McVicar Claim for cash
consideration of $6,000. Collin Sinclair, our President, Secretary, Treasurer
and sole Director is not related to Kimberly Sinclair. The McVicar Claim
property is comprised of a single located mineral claim with a total area of
approximately 20 acres, located on the Yellow Pine Mining District, Clark
County, Nevada. The McVicar Claim is located within Sections 11, 12, 13 and 14,
Range 57E, Township 25S, at the easternmost portion of the Yellow Pine Mining
District of Clark County, Nevada.





In
accordance with Nevada mining regulations, the McVicar Claim is in good standing
to September 1, 2009. To keep the claim in good standing for additional years,
proof of labor on the claim has to be filed each year with the Clark County
recorder’s office in Las Vegas prior to its expiry date.





In
addition to Nevada State regulations, federal regulations require a yearly
maintenance fee to keep the claim in good standing. In accordance with federal
regulations, the McVicar Claim is in good standing to September 1, 2009. A
yearly maintenance fee of $125 is required to be paid to the Bureau of Land
Management prior to the expiry date to keep the claim in good standing for an
additional year. If we fail to pay the required amount of fee of this
exploration work, then our mineral claim will lapse on September 1, 2009, and we
will lose all interest that we have in the mineral claim.




Location, Climate, Infrastructure and
Access





The
McVicar Claim is located within Sections 11, 12, 13 and 14, Range 57E, Township
25S, at the easternmost portion of the Yellow Pine Mining District of Clark
County, Nevada. The McVicar Claim may be accessed by traveling south from Las
Vegas via Interstate Highway 15 for approximately 27 miles, then traveling
northwest along Highway 161 for approximately ten miles to Goodsprings. The
McVicar Claim may be accessed from Goodsprings by traveling west by gravel road
for approximately six miles, and then south along a poor dirt road for
approximately four miles.





The
McVicar Claim is situated at the northern end of the Sheep Mountain Range, a
southerly trending range of mountains with peaks reaching an elevation of 4,184
feet. The McVicar Claim covers the northerly and the southerly facing slopes of
an east-westerly trending ridge called the Bonanza Ridge. The local topography
is moderately steep sloping with relief in the order of 400 feet from the valley
floor. The area is typically desert climate with relatively high temperatures
and low precipitation. Vegetation consists mainly of desert shrubs and cactus.
Sources of water should be available from local valley wells.





Our
McVicar Claim presently does not have any known mineral reserves. The McVicar
Claim does not currently have any permanent infrastructure in place. Power to
the McVicar Claim will need to be supplied by portable generators brought onto
the Property.





History of Exploration





The mines
of the Yellow Pine Mining District have been worked primarily for their
lead-zinc-silver values; however, a limited amount of gold has been recovered as
a by-product of copper-lead-silver mining as well.  The history of the
exploratory work performed on the McVicar Claim is not known, however, the
property does show indications of localized exploration pits. Our consulting
geologist believes that these pits were probably excavated during the
mid-to-late-1800’s when the Goodsprings concentrator was operating. Reports
indicate that there was intermittent ore production at the Root Mine, located
approximately one mile northeast of the McVicar Claim, during the period from
1893 to 1952. No production has been reported on the McVicar Claim.




Geological Report and Recommended
Exploration Program





We
engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation report
on the McVicar Claim. Mr. Sookochoff is a consulting professional engineer in
the Geological Section of the Association of Professional Engineers and
Geoscientists of the Province of British Columbia, Canada. Mr. Sookochoff’s
geological evaluation report concludes that the McVicar Claim incorporates some
exploratory workings on mineral zones hosting significant zinc values. As the
Yellow Pine Mining District has a history of significant zinc production from
within veins or replacements of brecciated rocks along fault zones, Mr.
Sookochoff has concluded that the McVicar Claim warrants further exploration for
potentially economical mineral zones.




5


In his
geological report, Mr. Sookochoff, recommended that a four-phase continuing
exploration program be undertaken on the property in order to determine
locations on which to focus concentrated exploration activities. The four-phase
program consists of the following:








Phase
              Recommended
      Exploration Program
              Estimated
              Status
      CostPhase
      I
              Prospecting,
      trenching and sampling to determine geological controls to, and the nature
      of, the indicated mineralization.
              $7,500
              Completed
      January 2007.Phase
      II
              VLF-EM
      and soil geochemical surveys along determined extensions of known mineral
      areas.
              $7,500
              Completed
      December 2008.Phase
      III
              Sampling
      and geological mapping within anomalous zones indicated from the results
      of Phase II.
              
              Company
      and consultants re-evaluating
                Phase
      III work program. Expected to commence in the autumn of 2009.Phase
      IV
              Test
      diamond drilling of the prime correlative anomalous zones.
              
              Company
      and consultants re-evaluating
                Phase
      IV work program. Expected to commence after the results of Phase
      III.





* Funding
permitting





Current State of Exploration
Activities





We have
only recently commenced exploration of the McVicar Claim and our exploration
activities are currently in the preliminary stages. Our planned exploration
program is exploratory in nature and there is no assurance that we will find any
mineral reserves on the McVicar Claim.





Phase I Exploration Results.Phase I of our exploration program was completed in January, 2007. The
objective of the Phase I exploration program was to trench and sample the known
mineral zone to determine the geological controls and the nature of the
mineralization. In completing the recommended Phase I program on the McVicar
Claim, two trenches were established on the McVicar Claim in locations of
mineralization. The measurements of Trench I and Trench II were 30 feet long by
three feet wide and two feet deep, and 35 feet long by three feet wide and two
feet deep, respectively.  Three grab samples were taken: one from each
of the two trenches and one from the dump of a previous exploratory working of
unknown dimensions. The samples were submitted for assay at the Assayers Canada
laboratory in Vancouver, Canada.





Based on
the assay results, our geological consultant concluded that the Phase I program
was successful in that the mineralization and the sampling results from the dump
of the previous exploratory workings and from Trenches I and II returned
encouraging assay results that are indicative of potentially economic zones of
mineralization.





Phase II Exploration Results.Phase II of our exploration program was completed in December, 2008. The
objective of the Phase II exploration program was to conduct VLF-EM and soil
geochemical surveys, which should assist in defining the structural trend and
indicated mineral zones and provide information as to the location of
potentially economic mineral zones.





Based on
the results of Phase II of our exploration program, our geological consultant
recommended that Phase III be commenced. We anticipate its completion in July
2009.  The third phase consists of sampling and geological mapping
within anomalous zones indicated from the results of Phase II, which will define
anomalous areas for drilling in Phase IV. As of the date of this Report we have
expended approximately $39,500 in connection with the preparation of the
geological report and the exploration of our mineral claim.





A
decision on proceeding with the planned Phase III exploration program and beyond
is currently being re-evaluated by the Company and professional consultants. The
decision whether or not to proceed will be based on the recommendations of our
geological consultant. The decision of the consultant whether or not to
recommend proceeding will be based on a number of factors, including his
subjective judgment and will depend primarily on the results of the immediately
preceding stage. Additionally, we need sufficient funds to complete the Phase
III or Phase IV exploration on the property and may be forced to raise
additional capital before completing such Phases.




Amerillo
Queen Claim





In
December 2007, we, through an agent of the Company (described below), filed a
claim for the Amerillo Queen Claim (the “Amerillo Claim”) with the State of
Nevada.  The Amerillo Claim encompasses approximately0.02 of an acre in Clark
County, Nevada. In consideration for the prospecting on the Amerillo Claim and
the location of the claim, we paid $5,000 to Emil Leimanis, an
individual.    We do not have any current plans to continue
with the exploration of the Amerillo Claim until after the exploration of our
McVicar Claim, funding permitting, if ever.  In accordance with
federal regulations, the Amerillo Claim is in good standing to September 1,
2009. A yearly maintenance fee of $125 is required to be paid to the Bureau of
Land Management prior to the expiry date to keep the claim in good standing for
an additional year.  If we fail to pay the required amount of fee of
this exploration work, then our mineral claim will lapse on September 1, 2009,
and we will lose all interest that we have in the mineral claim.





6


RESULTS
OF OPERATIONS








Six
      Month Period Ended June 30, 2009 and 2008
                  
                  
                  For
      the Period from November 2, 2006 (inception) to June 30,
      2009STATEMENT
      OF EXPENSES DATAOperating
      ExpensesExploration
      and testing
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  29,000Legal
      and professional expenses
                  
                  
                  2,403
                  
                  
                  
                  638
                  
                  
                  
                  29,223Selling,
      general and administrative
                  
                  
                  9,659
                  
                  
                  
                  13,793
                  
                  
                  
                  72,847Loss
      from Operations
                  
                  $
                  (12,062
                  )
                  
                  $
                  (14,431
                  )
                  
                  $
                  (131,070
                  )Foreign
      currency   exchange gain
                  
                  
                  226
                  
                  
                  
                  7,525
                  
                  
                  
                  4,366Net
      Loss
                  
                  $
                  (11,836
                  )
                  
                  $
                  (6,906
                  )
                  
                  $
                  (126,704
                  )





We have
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.





We
currently anticipate having a net loss for each quarterly and annual period
moving forward until and unless we are able to discover and successfully extract
any minerals and generate any revenues through the sale of such minerals, of
which there can be no assurance. We expect we will require additional capital to
meet our long term operating requirements. We expect to raise additional capital
through, among other things, the sale of equity or debt securities.





Six
Month Period Ended June 30, 2009 Compared to Six Month Period Ended June 30,
2008





Our loss
from operations for the six-month period ended June 30, 2009 was approximately
$12,062 compared to loss from operations of $14,431 during the six-month period
ended June 30, 2008 (a decrease of $2,369). During the six-month periods ended
June 30, 2009 and 2008, we did not generate any revenue.





During
the six-month period ended June 30, 2009, we incurred operating expenses of
approximately $12,062 compared to $14,431 incurred during the six-month period
ended June 30, 2008 (a decrease of $2,369). These operating expenses incurred
during the six-month period ended June 30, 2009 consisted of: (i) legal and
professional of $2,403 (2008: $638); and (ii) selling, general and
administrative of $9,659 (2008: $13,793.)





Operating
expenses incurred during the six-month period ended June 30, 2009 compared to
the six-month period ended June 30, 2008 decreased primarily due to the decrease
in selling, general and administrative expenses. General and administrative
expenses generally include corporate overhead, financial and administrative
contracted services, marketing, and consulting costs.





Foreign
currency exchange rate recorded during the six-month period ended June 30, 2009
was $226 (2008: $7,525).





Therefore,
our net loss during the six-month period ended June 30, 2009 was $11,836 or
$0.00 per share compared to a net loss of $6,906 or $0.00 per share during the
six-month period ended June 30, 2008. The weighted average number of shares
outstanding was 40,698,273 for both six-month periods ended June 30, 2009 and
June 30, 2008, taking into consideration the Forward Stock Split.





Three
Month Period Ended June 30, 2009 Compared to Three Month Period Ended June 30,
2008.





Our loss
from operations for the three month period ended June 30, 2009 was $4,806
compared to a loss from operations of $7,640 during the three month period ended
June 30, 2008 (a decrease of $2,834). During the three month periods ended June
30, 2009 and 2008, we did not generate any revenue.





7


During
the three month period ended June 30, 2009, we incurred operating expenses of
approximately $4,806 compared to $7,640 incurred during the three month period
ended June 30, 2008 (a decrease of $2,834). These operating expenses incurred
during the three month period ended June 30, 2009 consisted of: (i) legal and
professional of $1,195 (2008: $136);and  (ii) selling, general and
administrative of $3,611 (2008: $7,504).





Operating
expenses incurred during the three month period ended June 30, 2009 compared to
the three month period ended June 30, 2008 decreased primarily due to the
decrease in selling, general and administrative expenses.





Foreign
currency exchange rate recorded during the three-month period ended June 30,
2009 was $149 (2008: $422).





Therefore,
our net loss during the three-month period ended June 30, 2009 was $4,657 or
($0.00) per share compared to a net loss of $7,218 or ($0.00) per share during
the three-month period ended June 30, 2008. The weighted average number of
shares outstanding was 40,698,273 for both three-month periods ended June 30,
2009 and June 30, 2008, taking into consideration the Forward Stock
Split





LIQUIDITY
AND CAPITAL RESOURCES





As
at June 30, 2009





As at the
six month period ended June 30, 2009, our current assets were $1,515 and our
current liabilities were $33,798, which resulted in a working capital deficiency
of $32,283. As at the six month period ended June 30, 2009, current assets were
comprised of $1,515 in cash and cash equivalents.





As at the
six month period ended June 30, 2009, our total assets were $1,515 comprised
entirely of current assets. The slight increase in total assets during the six
month period ended June 30, 2009 from fiscal year ended December 31, 2008 was
primarily due to the increase in cash.





As at the
six month period ended June 30, 2009, our total liabilities were $33,798
comprised of: (i) accounts payable of $1,167; (ii) due to shareholder of
$12,631; and (iii) notes payable of $20,000. The increase in liabilities during
the six month period ended June 30, 2009 from fiscal year ended December 31,
2008 was primarily due to an increase in amounts due to shareholder. See “ –
Material Commitments”.





Stockholders’
deficit increased from $20,447 as of December 31, 2008 to stockholders’ deficit
of $32,283 as of June 30, 2009.





Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For the six month
period ended June 30, 2009, net cash flows used in operating activities was
$10,940, consisting primarily of a net loss of ($11,836). Net cash flows used in
operating activities was adjusted by $670 in accounts payable and $226 in
foreign currency loss.





Cash
Flows from Investing Activities





For the
six month period ended June 30, 2009, net cash flows used in investing
activities was  $-0-.





Cash
Flows from Financing Activities





We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For the six month period ended June 30, 2009, net
cash flows provided from financing activities was $12,100 consisting of advances
from shareholder.





We expect
that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.





PLAN
OF OPERATION AND FUNDING





Our plan
of operation is to conduct mineral exploration activities on the McVicar Claim
in order to assess whether the claim possesses mineral reserves capable of
commercial extraction. Our exploration program is designed to explore for
commercially viable deposits of lead, zinc, copper, silver or gold
mineralization. We have not, nor has any predecessor, identified any
commercially exploitable reserves of these minerals on our mineral
claim.





We
received the geological evaluation report on the McVicar Claim entitled
“Geological Evaluation Report on the McVicar Lode Mining Claim” prepared by Mr.
Sookochoff on December 26, 2006. The geological report summarizes the results of
the history of the exploration of the mineral claims, the regional and local
geology of the mineral claims and the mineralization and the geological
formations identified as a result of prior exploration. The geological report
also gives conclusions regarding potential mineralization of the mineral claims
and recommends a further geological exploration program on the mineral claims.
Phase I of the exploration program recommended by Mr. Sookochoff was completed
in January 2007, and Phase II of the exploration program recommended by Mr.
Sookochoff was completed in December 2008. During the next twelve months, we
intend to complete Phase III and Phase IV of the recommended exploration
program, funding permitting, as described above.





8


We
anticipate that we will incur the following expenses over the next twelve
months:





Category
              Planned
      Expenditures Over
                The
      Next 12 Months (US$)Legal
      and Accounting Fees
              $10,000Office
      Expenses
              $4,000Consulting
      Fees
              $3,000Mineral
      Property Exploration Expenses
              $52,500Offering
      Expenses
              $0TOTAL
              $69,500





Our
current operating funds are not sufficient to meet the anticipated costs of
Phases III and IV of our exploration program for the McVicar Claim. Therefore,
we will need to obtain additional financing in order to complete our full
business plan. As of June 30, 2009, the date of our most recent unaudited
financial statements, we had cash on hand in the amount of $1,515.




To date,
we have not earned any revenues and we do not anticipate earning revenues in the
near future. We currently do not have any arrangements for financing and we may
not be able to obtain financing when required. Obtaining additional financing
would be subject to a number of factors outside of our control, including the
results from our exploration program, and any unanticipated problems relating to
our mineral exploration activities, including environmental assessments and
additional costs and expenses that may exceed our current estimates. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us in which case our business will fail.





Future
Financing





Currently,
we do not have sufficient capital resources to meet the anticipated costs of
Phases III and IV of our exploration plan. We anticipate relying on equity sales
of our common stock in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to our existing
stockholders. There is no assurance that we will achieve any additional sales of
our equity securities or arrange for debt or other financing to fund our planned
business activities. We may also rely on loans from our executive officers and
our sole Director; however, there are no assurances that our officers or our
sole Director will provide us with any additional funds if and when
needed.





Currently,
we do not have any arrangements for additional financing. There is no assurance
that we will be able to obtain additional financing if and when required. We
anticipate that any additional financing may be in the form of sales of
additional shares of our common stock which may result in dilution to our
current shareholders.





MATERIAL
COMMITMENTS





A
material commitment for us during fiscal year 2009 is an aggregate $20,000 due
and owing to one of our shareholders. The loan is payable on demand and is
non-interest bearing.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next twelve
months.





OFF-BALANCE
SHEET ARRANGEMENTS





As of the
date of this Quarterly Report, we do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.





GOING
CONCERN





The
independent auditors' report accompanying our December 31, 2008 and December 31,
2007 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.





9


ITEM
III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




Market
risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse change in foreign currency and
interest rates.




Exchange
Rate




Our
reporting currency is United States Dollars (“USD”).  In the event we
acquire any properties outside of the United States, the fluctuation of exchange
rates may have positive or negative impacts on our results of operations.
Although our potential properties are located in Canada, any potential revenue
and expenses will be denominated in U.S. Dollars, and the net income effect of
appreciation and devaluation of the currency against the U.S. Dollar would be
limited to our costs of acquisition of property.




Interest
Rate




Interest
rates in the United States are generally controlled. Any potential future loans
will relate mainly to acquisition of properties and will be mainly
short-term. However our debt may be likely to rise in connection with
expansion and if interest rates were to rise at the same time, this could become
a significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks for speculative
purposes.




ITEM
IV. CONTROLS AND PROCEDURES





Evaluation
of disclosure controls and procedures




Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer’s management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.




An
evaluation was conducted under the supervision and with the participation of our
management, including our President/Chief Executive Officer our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of June 30, 2009. Based on that evaluation, our CEO
and CFO concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the
reports that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation. Based on this
evaluation, management concluded that our internal control over financial
reporting was not effective as of June 30, 2009 due to lack of audit committee.
Such officers also confirmed that there was no change in our internal control
over financial reporting during the quarter ended June 30, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. However, management is in the process of
creating a new audit committee to remediate such material weakness; furthermore,
we intend to hire a consulting firm to assess, review and conduct appropriate
operational testing effectiveness of our internal control over financial
reporting.





This
quarterly report does not include an attestation report of our public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Security and Exchange Commission that permit us to
provide only management’s report in this Annual Report.





Changes
in Internal Controls




No
change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended June 30, 2009; however, we do not currently have an audit
committee and management recognizes this a material weakness which affect our
internal control over financial reporting, management intend to remediate such
material weakness before the end of the second quarter 2009.







10






PART II - OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this
Quarterly Report, no director, officer or affiliate is (i) a party adverse to us
in any legal proceeding, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any other legal proceedings pending or
that have been threatened against us or our properties.





We are
required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to
maintain a resident agent in the State of Nevada. Our resident agent for this
purpose is Incorp Services, Inc., 375 N. Stephanie Street, Suite 1411,
Henderson, Nevada, 89014-8909. All legal process and any demand or notice
authorized by law to be served upon us may be served upon our resident agent in
the State of Nevada in the manner provided in NRS 14.020(2).





ITEM 1A.
RISKFACTORS





Not
required.





ITEM 2. UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS





We issued
28,000,000 (post forward stock split) shares of our common stock on November 17,
2006 to Collin D. Sinclair for aggregate consideration of $40,000 ($0.01 per
share). Mr. Sinclair is our President and sole Director. The 28,000,000 shares
of common stock are currently “restricted” shares as defined in the Securities
Act.  We claim an exemption from registration afforded by Section 4(2)
of the Securities Act of 1933, as amended, for the above issuance, since the
issuance did not involve a public offering, the recipient took the securities
for investment and not resale and the Company took appropriate measures to
restrict transfer. No underwriters or agents were involved in the issuance and
no underwriting discounts or commissions were paid by the Company.





We
completed a private placement of 12,698,273 (post forward stock split) shares of
our common stock at a price of $0.03 per share to a total of thirty six (36)
purchasers on January 5, 2007. We completed the offering pursuant to Regulation
S under the Securities Act. Each purchaser represented to us that they were not
a “US person” as defined in Regulation S. We did not engage in a distribution of
this offering in the United States. Each purchaser represented his intention to
acquire the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock certificate issued
to each purchaser in accordance with Regulation S. None of the securities were
sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved. No registration rights were granted to any of
the purchasers.





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.





No report
required.





ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





No report
required.





ITEM 5. OTHER
INFORMATION





No report
required.





ITEM 6.
EXHIBITS





Index
of Exhibits





Exhibit Number
                Description of Exhibits31.1
                Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) or
      15d-14(a) of the Securities Exchange Act of 1934.32.1
                Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002








11











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:
      August 12, 2009
                By: /s/ Collin D.
      SinclairCollin
      D. SinclairChief
      Executive Officer (Principal Executive Officer)And
      Principal Financial Officer


























12