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 March 31, 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 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





The
number of shares outstanding of each of the issuer’s classes of equity as of
March 31, 2009 is 40,698,273 (post forward stock split) shares of common stock,
par value $0.001, and no shares of preferred stock, par value
$0.001.









PART
I. FINANCIAL INFORMATION





ITEM 1. FINANCIAL
STATEMENTS




ROSTOCK
VENTURES CORP.





Index











Financial
      Statements:
                      PageUnaudited
      Balance Sheets
                      F-1Unaudited
      Statements of Expenses
                      F-2Unaudited
      Statements of Cash Flows
                      F-4Notes
      to Unaudited Financial Statements
                      F-5





























ROSTOCK
VENTURES CORP.




(A
Development Stage Company)




Balance
Sheets




(Unaudited)




March
      31,
                                    
                                    
                                    December
      31,2009
                                    
                                    
                                    2008AssetsCurrent
      assets:Cash
      and cash equivalents
                                    
                                    $
                                    426
                                    
                                    
                                    $
                                    581Total
      assets
                                    
                                    $
                                    426
                                    
                                    
                                    $
                                    581Liabilities and Stockholders’
      DeficitCurrent
      liabilities:Accounts
      payable
                                    
                                    $
                                    2,921
                                    
                                    
                                    $
                                    497Due
      to shareholder
                                    
                                    
                                    5,131
                                    
                                    
                                    
                                    531Notes
      payable
                                    
                                    
                                    20,000
                                    
                                    
                                    
                                    20,000Total
      liabilities
                                    
                                    
                                    28,052
                                    
                                    
                                    
                                    21,028Stockholders’
      deficitPreferred
      stock, $0.001 par value; 100,000,000 shares authorized, 0 shares issued
      and outstanding atMarch 31, 2009 and December 31, 2008
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock, $0.001 par value; 100,000,000 shares authorized, 40,698,273* shares
      issued and outstanding atMarch 31, 2009 and December 31, 2008
                                    
                                    
                                    40,698
                                    
                                    
                                    
                                    40,698Additional
      paid-in capital
                                    
                                    
                                    53,723
                                    
                                    
                                    
                                    53,723Deficit
      accumulated during the development stage
                                    
                                    
                                    (122,047
                                    )
                                    
                                    
                                    (114,868
                                    )Total
      stockholders’ deficit
                                    
                                    
                                    (27,626
                                    )
                                    
                                    
                                    (20,447
                                    )Total
      liabilities and stockholders’ deficit
                                    
                                    $
                                    426
                                    
                                    
                                    $
                                    581


*All
share amounts have been retroactively recast to show the effect of a forward 7
to 1 stock split.










F-1


ROSTOCK
VENTURES CORP.




(A
Development Stage Company)




Statements
of Expenses




(Unaudited)




Three
Months  Ended March  31, 2009, March
31,  2008,  and November 2, 2006 (Inception) to March 31,
2009




Three
      Months Ended March 31, 2009
                    
                    
                    Three
      Months Ended March 31, 2008
                    
                    
                    November
      2, 2006 (Inception) to March 31, 2009Operating
      expenses:Exploration and testing
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    29,000Legal and professional expenses
                    
                    
                    1,208
                    
                    
                    
                    502
                    
                    
                    
                    28,028Other selling, general and administrative
                    
                    
                    6,048
                    
                    
                    
                    6,289
                    
                    
                    
                    69,236Total Operating Expenses
                    
                    
                    7,256
                    
                    
                    
                    6,791
                    
                    
                    
                    126,265Loss
      From Operations
                    
                    
                    (7,256
                    )
                    
                    
                    (6,791
                    )
                    
                    
                    (126,265
                    )Other
      Income (Loss):Foreign
      currency exchange gain (loss)
                    
                    
                    77
                    
                    
                    
                    (1,189
                    )
                    
                    
                    4,217Net
      Loss
                    
                    $
                    (7,179
                    )
                    
                    $
                    (7,980
                    )
                    
                    $
                    (122,047
                    )Basic
      and diluted net loss per common share
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      average common shares outstanding
                    
                    
                    40,698,273
                    
                    
                    
                    40,698,273
















F-2


ROSTOCK
VENTURES CORP.




(A
Development Stage Company)




Statements
of Cash Flows




(Unaudited)




Three
Months Ended March 31, 2009, March 31, 2008, and  November 2, 2006
(Inception) to March 31, 2009






Three
      Months Ended March 31, 2009
                  
                  
                  Three
      Months Ended March 31, 2008
                  
                  
                  November
      2, 2006 (Inception) to March 31, 2009Cash
      flows from operating activities:Net loss
                  
                  $
                  (7,179
                  )
                  
                  $
                  (7,980
                  )
                  
                  $
                  (122,048
                  )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
                  
                  
                  -
                  
                  
                  
                  (6,126
                  )
                  
                  
                  -Accounts
      payable
                  
                  
                  2,424
                  
                  
                  
                  (3,099
                  )
                  
                  
                  2,921Net
      cash used in operating activities
                  
                  
                  (4,755
                  )
                  
                  
                  (17,205
                  )
                  
                  
                  (108,126
                  )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
                  
                  
                  4,600
                  
                  
                  
                  -
                  
                  
                  
                  5,131Net
      cash provided by financing activities
                  
                  
                  4,600
                  
                  
                  
                  -
                  
                  
                  
                  119,552Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  (155
                  )
                  
                  
                  (17,205
                  )
                  
                  
                  426Cash
      and cash equivalents at beginning of period
                  
                  
                  581
                  
                  
                  
                  38,128
                  
                  
                  
                  -Cash
      and cash equivalents at end of period
                  
                  $
                  426
                  
                  
                  $
                  20,923
                  
                  
                  $
                  426Supplemental
      information:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -








F-3




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.







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 concernbasis, which contemplates the
realization of assets and liabilities in theordinary course of business. Operating
losses have been incurred each year since inception, resulting in an accumulated
deficit of $122,047 at March 31, 2009. This condition raises substantial doubt
about Rostock’s ability to continue as a going concern. Currently, management is
attempting to raise further capital to fund these losses; 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.









3.  Debt







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




Advances
from a shareholder of $5,131 do not bear interest and are payable on
demand.




F-4





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 March 31, 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 March 31, 2009.




From
inception (November 2, 2006) through March 31, 2009, Rostock sold 40,698,273
(post forward split) shares of common stock for proceeds totaling
$43,734.  28,000,000 (post forward split) of these shares were issued
to the founder at $0.01 per share for proceeds of $40,000.










F-5


ITEM 2. MANAGEMENT'S
DISCUSSION ANDANALYSIS


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 MARCH 31, 2009.
 
 In
General
 
 We
were 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. 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.
 
 DESCRIPTION
OF PROPERTY
 
 Collin
D. Sinclair, our President, Secretary, Treasurer and sole Director, provides us
with approximately 200 square feet of office space, located at 102 Pawlychenko
Lane, #34, Saskatoon, SK S7V 1G9, free of charge.
 
 We
also hold a 100% interest in the McVicar Claim located in Nevada and the
Amerillo Queen Claim located in Nevada, described below.




Acquisition
of the 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.


3


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.
  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.
              $12,500
              Expected
      to be completed in July 2009.Phase
      IV
              Test
      diamond drilling of the prime correlative anomalous zones.
              $40,000
              Expected
      to be completed in September - October 2009*, depending on the results of
      Phase III.Total
      Estimated Cost
              $67,500
 *
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 beyond the planned Phase III exploration will be made by
assessing whether the results of Phase II are sufficiently positive. 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 may not have 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.








4


PLAN
OF OPERATION FOR THE NEXT TWELVE MONTHS
 
 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.





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 March  31, 2009, the date of our most recent
unaudited financial statements, we had cash on hand in the amount of
$426.




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.





RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2008





We did
not generate any revenue for the three months ended March 31, 2009 or the three
months ended March 31, 2008, or for the period from inception, November 2, 2006,
through March 31, 2009.  We do not anticipate generating revenues, if
ever, until we raise sufficient capital to conduct our exploration activities
and until and unless we locate commercial quantities of minerals, of which there
can be no assurance.





We had
total expenses consisting entirely of operating expenses of $7,256 for the three
months ended March 31, 2009, compared to total operating expenses of $6,791 for
the three months ended March 31, 2008, an increase in total operating expenses
of $465 or  6.85% from the prior period.  The main reason for the
increase in operating expenses was an increase in legal expenses to $1,208 for
the three months ended March 31, 2009, compared to $502 for the three months
ended March 31, 2008, offset by a $241 or 3.83% decrease in other selling,
general and administrative expenses to $6,048 for three months ended March 31,
2009, compared to $6,289 for the three months ended March 31,
2008.  The increase in legal expenses for the three months ended March
31, 2009 compared to the three months ended March 31, 2008 was attributable
to expenses in connection with the preparation of our Form S-1 Registration
Statement that were not present for the prior period




We had a
net loss of $7,179 for the three months ended March 31, 2009, compared to a net
loss of $7,980 for the three months ended March 31, 2008, a decrease in net loss
of $801 or 10.06% from the prior period.





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.








5





LIQUIDITY
AND CAPITAL RESOURCES





We had
current assets of $426 as of March 31, 2009, consisting entirely of cash and
cash equivalents.  We had no other assets besides the cash and cash
equivalents as of March 31, 2009.





We had
total liabilities, consisting solely of current liabilities of $28,052 as of
March 31, 2009, which consisted  of accounts payable of $2,921,
amounts due to shareholder of $5,131 and notes payable to others of
$20,000.





We had a
working capital deficit of $28,478 and a total deficit accumulated during the
development stage of $122,047 as of March 31, 2009.





We had
$4,755 of net cash used in operating activities for the three months ended March
31, 2009, which was due to $7,179 of net loss offset by $2,424 of accounts
payable.





We had no
net cash provided by financing activities of $4,600 for the three months ended
March 31, 2009, which was due to advances from shareholder.





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 $122,047 and $114,868 at March
31, 2009 and December , 2008, respectively. This condition raises substantial
doubt about Rostock’s ability to continue as a going concern. Currently,
management is attempting to raise further capital to fund these losses; 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.





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.





Off-Balance
Sheet Arrangements





None.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our unaudited financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivables, investment values, income taxes, the recapitalization
and contingencies. We base our estimates on various assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis
for making judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.




Recently issued accounting
pronouncements. The Company does not expect the adoption of any recently
issued accounting pronouncements to have a significant impact on the Company’s
results of operations, financial position or cash flows.





ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to
provide the information required by this Item as it is a “smaller reporting
company,” as defined by Rule 229.10(f)(1).





6


ITEM 4T. CONTROLS AND
PROCEDURES





(a) 
Evaluation of disclosure controls and procedures. Our Chief Executive Officer
and Principal Financial Officer, after evaluating the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by
this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that
as of the Evaluation Date, our disclosure controls and procedures were effective
to provide reasonable assurance that information we are required to disclose in
reports that 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 rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.





(b) 
Changes in internal control over financial reporting. There were no changes in
our internal control over financial reporting during our most recent fiscal
quarter that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.


















































7







PART II - OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





We are
not currently a party to any legal proceedings. There are no material
proceedings to which our Director, officers or our affiliates, any owner of
record or beneficially of more than 5% of our common stock, or security holder
is a party adverse to us or has a material interest adverse to us.





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





An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
Report before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, if our common stock
becomes publicly traded at a later date, could decline due to any of these
risks, and you may lose all or part of your investment.





Risks Related To Our
Business





If
we do not obtain additional financing, our business will fail.





Our
current operating funds are not sufficient to meet the anticipated costs of
Phases III and IV of our exploration program on the McVicar Claim. Therefore, we
will need to obtain additional financing in order to complete our full business
plan. As of March 31, 2009, the date of our most recent unaudited financial
statements, we had cash on hand in the amount of approximately
$426.  During the quarter ended March 31, 2009, we had a comprehensive
loss of $7,179 and during the period from November 2, 2006 (inception) until
March 31, 2009, we had a comprehensive loss of $122,047.  Furthermore,
we anticipate the need for approximately $200,000 of additional capital to
support our operations and complete our business plan and complete our
exploration activities as planned during the next 12 months. If no additional
funding is raised, we do not anticipate being able to complete any additional
exploration activities and anticipate only being able to continue our business
operations for the next six (6) months.  We have not earned any
revenues from our mineral exploration since our inception. Our plan of operation
calls for significant expenses in connection with the exploration of our McVicar
Claim. We currently do not have any arrangements for financing and we may not be
able to obtain financing when required. Our ability to obtain additional
financing could 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. If we are unable to obtain additional financing in the amounts and
when needed, our business could fail.





We
rely heavily on Collin D. Sinclair, our President, Secretary, Treasurer and sole
Director, and if he were to leave, we could face substantial costs in securing a
similarly qualified officer and director.





Our
success depends upon the personal efforts and abilities of Collin D. Sinclair,
our President, Secretary, Treasurer and sole Director. Mr. Sinclair spends
approximately 15 hours per week on Company matters.  Our ability to
operate and implement our exploration activities is heavily dependent on the
continued service of Mr. Sinclair and will depend on our ability to attract
qualified contractors and consultants on an as-needed basis.  We
anticipate facing continued competition for such contractors and consultants,
and may face competition for the services of Mr. Sinclair in the future. We do
not have any employment contract with Mr. Sinclair, nor do we currently have any
key man insurance on Mr. Sinclair. Mr. Sinclair is our driving force and is
responsible for maintaining our relationships and operations. We cannot be
certain that we will be able to retain Mr. Sinclair and/or attract and retain
contractors and consultants in the future.  The loss of Mr. Sinclair
and/or our inability to attract and retain qualified contractors and consultants
on an as-needed basis could have a material adverse effect on our business and
operations.







8


Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.





You
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. Our McVicar Claim does not contain a known body of commercial ore
and, therefore, any program conducted on the McVicar Claim would be an
exploratory search of ore. There is no certainty that any expenditures made in
the exploration of the McVicar Claim will result in discoveries of commercial
quantities of ore. Most exploration projects do not result in the discovery of
commercially mineable deposits of ore. Problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. If the results of our exploration
program do not reveal viable commercial mineralization, we may decide to abandon
our claim and acquire new claims for new exploration. The acquisition of
additional claims will be dependent upon our possessing sufficient capital
resources to purchase such claims. If we do not have sufficient capital
resources and are unable to obtain sufficient financing, we may be forced to
abandon our operations.




We
have no known mineral reserves and if we cannot find any, we may have to cease
operations.





We have
no mineral reserves. If we do not find a viable mineral reserve, or if we cannot
exploit the mineral reserve, either because we do not have the money to do it or
because it will not be economically feasible to do it, we may have to cease
operations and you may lose your investment. Mineral exploration is a highly
speculative endeavor. It involves many risks and is often non-productive. Even
if we are able to find mineral reserves on our property our production
capability is subject to further risks and uncertainties including:





(i)
            Costs
      of bringing the property into production including exploration work,
      preparation of production feasibility studies, and construction of
      production facilities, all of which we have not budgeted
    for;(ii)
            Availability
      and costs of financing;(iii)
            Ongoing
      costs of production; and(iv)
            Environmental
      compliance regulations and
restraints.





The
marketability of any minerals acquired or discovered may be affected by numerous
factors which are beyond our control and which cannot be accurately predicted,
such as market fluctuations, the lack of milling facilities and processing
equipment near the McVicar Claim, and such other factors as government
regulations, including regulations relating to allowable production, importing
and exporting of minerals, and environmental protection.





We
face significant competition in the mineral exploration industry.





We
compete with other mining and exploration companies possessing greater financial
resources and technical facilities than we do in connection with the acquisition
and exploration of mineral claims and leases and in connection with the
recruitment and retention of qualified personnel. There is significant
competition for a limited number of mineral properties and, as a result, we may
be unable to acquire an interest in attractive mineral properties on terms we
consider acceptable on a continuing basis.





Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability or damages as we conduct our business.





The
search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. At the present time we have no coverage to insure against these
hazards. The payment of such liabilities may result in our inability to complete
our planned exploration program and/or obtain additional financing to fund our
exploration program.







9


As
we undertake exploration of our mineral claim, we will be subject to compliance
with government regulation that may increase the anticipated cost of our
exploration program.





There are
several governmental regulations that materially restrict mineral exploration.
We are subject to the laws of the State of Nevada as we carry out our
exploration program. We may be required to obtain work permits, post bonds and
perform remediation work for any physical disturbance to the land in order to
comply with these laws. If we enter the production phase, the cost of complying
with permit and regulatory environment laws will be greater because the impact
on the project area is greater. Permits and regulations will control all aspects
of the production program if the project continues to that stage. Examples of
regulatory requirements include:





(i)
            Water
      discharge will have to meet drinking water standards;(ii)
            Dust
      generation will have to be minimal or otherwise
    re-mediated;(iii)
            Dumping
      of material on the surface will have to be re-contoured and re-vegetated
      with natural vegetation;(iv)
            An
      assessment of all material to be left on the surface will need to be
      environmentally benign;(v)
            Ground
      water will have to be monitored for any potential
      contaminants;(vi)
            The
      socio-economic impact of the project will have to be evaluated and if
      deemed negative, will have to be re-mediated; and(vii)
            There
      will have to be an impact report of the work on the local fauna and flora
      including a study of potentially endangered
  species.




Our
annual cost of compliance with the Bureau of Land Management in the State of
Nevada is expected to be minimal. There is a risk that new regulations could
increase our costs of doing business and prevent us from carrying out our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. If remediation costs exceed our cash
reserves we may be unable to complete our exploration program and have to
abandon our operations.





Because
our executive officers and Director do not have formal training specific to the
technicalities of mineral exploration, there is a higher risk that our business
will fail.





Collin D.
Sinclair, our President, Secretary, Treasurer and sole Director, and Dana
Kopecka, our Vice-President, both do not have any formal training as geologists
and only limited training in the technical aspects of managing a mineral
exploration company. With very limited direct training or experience in these
areas, our management may not be fully aware of the specific requirements
related to working within this industry. Our management's decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.





Because
the prices of metals fluctuate, if the price of metals for which we are
exploring decreases below a specified level, it may no longer be profitable to
explore for those metals and we will cease operations.





Prices of
metals are determined by such factors as expectations for inflation, the
strength of the United States dollar, global and regional supply and demand, and
political and economic conditions and production costs in metals producing
regions of the world. The aggregate effect of these factors on metal prices is
impossible for us to predict. In addition, the prices of metals such as lead,
zinc, copper, silver or gold are sometimes subject to rapid short-term and/or
prolonged changes because of speculative activities. The current demand for and
supply of these metals affect the metal prices, but not necessarily in the same
manner as current supply and demand affect the prices of other commodities. The
supply of these metals primarily consists of new production from mining. If the
prices of the metals are, for a substantial period, below our foreseeable cost
of production, it may not be economical for us to continue operations and you
could lose your entire investment.







10


Because
the Company does not have independent directors, certain conflicts of interest
may occur.





Since we
do not have an independent director or an independent audit or compensation
committee, our Board of Directors is responsible for reviewing and making
recommendations concerning executive compensation and other matters that
normally would be performed by such independent directors and such
committees.  Because we do not have an independent director or audit
or compensation committee, there is a potential conflict of interest due to the
fact that our Board of Directors has the authority to determine issues
concerning the compensation of executive officers (in essence, its own
compensation), approval of related party transactions, the oversight of auditors
and the accounting function, and the segregation of duties. These independence
issues are further compounded by the fact that the Company currently has only
one Director and two executive officers.





The
Company has only two executive officers, who live in different countries, both
of whom will be able to devote only a limited amount of time to Company
matters.





The
Company’s management currently consists of Collin D. Sinclair, our President,
Secretary and Treasurer and Dana Kopecka, our Vice President.  Mr.
Sinclair currently resides in Saskatoon, Saskatchewan, Canada and Ms. Kopecka
currently resides in Prague, Czech Republic.  Mr. Sinclair and Ms.
Kopecka are both engaged in other full time endeavors, and will be able to
devote only a limited amount of time to Company matters, approximately 15 hours
per week by Mr. Sinclair and two hours per week for Ms. Kopecka.  Not
having any full time executive officer could potentially have a material adverse
effect on the Company’s operations.  Further, the fact that Mr.
Sinclair and Ms. Kopecka live in different countries could negatively impact
management’s ability to coordinate and make timely corporate
decisions.  Potential investors should consider these issues before
making an investment in our common stock.




Risks Related To The
Ownership of Our Stock





Because
our executive officer and sole Director, Collin D. Sinclair, owns 68.8% of our
outstanding common stock, investors may find that corporate decisions controlled
by Mr. Sinclair are inconsistent with the interests of other
stockholders.





Collin D.
Sinclair, our President, Secretary and Treasurer, controls 68.8% of our issued
and outstanding shares of common stock. Accordingly, pursuant to our Articles of
Incorporation and Bylaws, Mr. Sinclair is able to control who is elected to our
Board of Directors and thus could act, or could have the power to act, as our
management. Since Mr. Sinclair is not simply a passive investor, but is also our
principal executive officer, his interests as an executive officer may, at
times, be adverse to those of passive investors. Where those conflicts exist,
our shareholders will be dependent upon Mr. Sinclair exercising, in a manner
fair to all of our shareholders, his fiduciary duties as an officer or as a
member of our Board of Directors. Also, due to his stock ownership position, Mr.
Sinclair will have: (i) the ability to control the outcome of most corporate
actions requiring stockholder approval, including amendments to our Articles of
Incorporation; (ii) the ability to control corporate combinations or similar
transactions that might benefit minority stockholders which may be rejected by
Mr. Sinclair to their detriment, and (iii) control over transactions between him
and Rostock.








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.





None.





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





None.





11


ITEM 5. OTHER
INFORMATION





The
Company completed a 7 for 1 forward split effective April 04, 2009. The Company
now has 40,698,273 common shares outstanding. The Company also increased its
authorized share capital by 7 for 1 to 700,000,000 shares. The OTC Bulletin
Board trading symbol has changed to ROSV.





ITEM 6.
EXHIBITS





Index
of Exhibits





Exhibit Number
                            Description of Exhibits31*
                            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.








12


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:
      May 15, 2009
            By: /s/ Collin D.
      SinclairCollin
      D. SinclairChief
      Executive Officer (Principal Executive Officer)And
      Principal Financial Officer




















































13