UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                       For the Period ended March 31, 2010

                        Commission File Number 333-144287


                      Secure Path Technology Holdings, Inc.
             (Exact name of Registrant as specified in its charter)

        Nevada                                                  20-8552192
(State of Incorporation)                                (IRS Employer ID Number)

                                844 Seward Street
                              Los Angeles, CA 90038
                                 (323) 993-8830
          (Address and telephone number of principal executive offices)

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 (ss.232.405 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 [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

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

As of May 21, 2010, 14,100,000 shares of common stock, par value $0.001, were
issued and outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                      Secure Path Technology Holdings, Inc.
                             (Formerly Rosca, Inc.)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                               March 31,            December 31,
                                                                                 2010                  2009
                                                                              -----------           -----------
                                                                              (Unaudited)            (Audited)
<S>                                                                           <C>                   <C>
ASSETS (Note 6)

Current Assets:
  Cash and cash equivalents                                                   $    47,056           $        --
  Accounts receivable                                                              48,458                    --
  Other current assets                                                                 --                    --
                                                                              -----------           -----------
      Total current assets                                                         95,514                    --

Note receivable                                                                   125,337                    --
Property and equipment, net                                                         6,292                    --
Prepaid license fees                                                              207,585                    --
Goodwill                                                                        5,104,470                    --
Other intangibles                                                               3,706,320                    --
Other                                                                               2,000                    --
                                                                              -----------           -----------

      Total assets                                                            $ 9,247,518           $        --
                                                                              ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                            $   643,118           $     6,800
  Accrued liabilities                                                             267,986                    --
  Deferred tax liability                                                        1,388,465                    --
  Deferred revenue                                                                350,000                    --
  Notes payable to related parties                                              1,124,626                47,325
  Note payable                                                                    325,000                    --
  Embedded derrivative                                                            650,000                    --
                                                                              -----------           -----------
      Total current liabilities                                                 4,749,195                54,125
                                                                              -----------           -----------
Commitments and contingencies (Note 7)

Stockholders' Equity
  Common stock $0.001 par value; 75,000,000 shares authorized;
   14,100,000 issued and outstanding as of March 31, 2010 and 17,450,000
   issued & 17,000,000 outstanding as of December 31, 2009, respectively           14,100                17,450
  Additional paid-in capital                                                    6,954,750               557,650
  Accumultated deficit                                                         (2,470,527)             (629,225)
                                                                              -----------           -----------
      Total stockholders' equity                                                4,498,323               (54,125)
                                                                              -----------           -----------

Total liabilities and stockholders' equity                                    $ 9,247,518           $        --
                                                                              ===========           ===========
</TABLE>

                                       2
<PAGE>
                      Secure Path Technology Holdings, Inc.
                             (Formerly Rosca, Inc.)
                      Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                  2010                   2009
                                                              ------------           ------------
<S>                                                           <C>                    <C>
Revenue                                                       $    108,741           $         --
Cost of revenue                                                    109,647                     --
                                                              ------------           ------------
      Gross profit                                                    (906)                    --

OPERATING EXPENSES:
  Selling and marketing                                             20,019                     --
  General and administrative                                       141,691                  7,609
  Amoritization of intangible assets                               244,580
                                                              ------------           ------------
      Total operating expenses                                     406,290                  7,609

      Loss from operations                                        (407,196)                (7,609)

OTHER INCOME (EXPENSE):
  Interest and transaction expense                                (987,231)                    --
  Loss on extinguishment of debt                                  (446,875)                    --
                                                              ------------           ------------
      Total other income (expense)                              (1,434,106)                    --

      Net loss                                                $ (1,841,302)          $     (7,609)
                                                              ============           ============

Basic and diluted earnings per share                          $      (0.12)          $      (0.00)
                                                              ============           ============

Weighted average number of common shares outstanding            15,663,333             17,000,000
                                                              ============           ============
</TABLE>

                                       3
<PAGE>
                      Secure Path Technology Holdings, Inc.
                             (Formerly Rosca, Inc.)
                       Statement of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                          2010                  2009
                                                                       -----------           -----------
<S>                                                                    <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                             $(1,841,302)          $    (7,609)
  Adjustments to reconcile net income (loss) to net assets
   provided by (used in) operating activities
     Loss on extinguishment of debt                                        446,875                    --
     Depreciation                                                              572                    --
     Amortization of intangibles                                           244,580                    --
     Common stock issued for services and interest                         973,959                    --
  Changes in operating assets and liabilities:
     Accounts receivable                                                     4,770                    --
     Accounts payables                                                      80,875                 1,100
     Accrued liabilities                                                    (1,878)                   --
     Deferred revenue                                                      (26,786)                   --
                                                                       -----------           -----------
          Net cash used in operating activities                           (118,335)               (6,509)
                                                                       -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                            --                    --
  Cash payment for acquisitions, net of cash received                       50,391                    --
                                                                       -----------           -----------
          Net cash used in investing activities                             50,391                    --
                                                                       -----------           -----------
FINANCING ACTIVITIES
  Payments on Note Payable Related Party                                        --                    --
  Proceeds from Note Payable - Related Party                               115,000                 3,420
                                                                       -----------           -----------

          Net cash used provided by investing activities                   115,000                 3,420
                                                                       -----------           -----------

Net increase in cash and cash equivalents                                   47,056               (3,089)

Cash and cash equivalents, beginning of period                                  --                 4,388
                                                                       -----------           -----------

Cash and cash equivalents, end of period                               $    47,056          $     1,299
                                                                       ===========           ===========

SUPLEMENTAL DISCLOSURES OF SCAH FLOW INFORMATION

Cash paid during the year for:
  Interest                                                             $        --           $        --
                                                                       ===========           ===========
  Income Taxes                                                         $       800           $        --
                                                                       ===========           ===========
</TABLE>

                                       4
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF THE BUSINESS

Secure Path Technology Holdings, Inc. (formerly Rosca, Inc., ("Rosca")) was
incorporated in the State of Nevada on February 21, 2007. Since inception, Rosca
has been a development-stage company and its primary activities have been
limited to its formation, the preparation of a business plan and raising
capital. On February 11, 2010, Secure Path Technology LLC, a California limited
liability company ("Secure Path"), was merged with and into Rosca Acquisition
Corp, a wholly-owned subsidiary of Rosca, in accordance with the Agreement and
Plan of Merger entered into by the parties (the "Merger Agreement"). Rosca
changed its name to "SECURE PATH TECHNOLOGY HOLDINGS INC".

Secure Path Technology Holdings, Inc. has a 95% owned subsidiary, Media Metro
LLC which is currently inactive. Secure Path Technology Holdings, Inc. and
subsidiary are collectively referred to as the "Company".

The Company is traded on the Over-The-Counter Bulletin Board ("OTCBB") under the
symbol SPHT.

The Company is the primary registration agency for the International Standard
Audiovisual Number ("ISAN") in North America and is the exclusive global
licensing agency providing commercial access to the ISAN database.

ISAN is an ISO ("International Standards Organization") standard which provides
a unique, permanent and internationally recognized reference number for the
identification of every audiovisual work, including film, television, online and
mobile content, regardless of the format in which the work is distributed. The
ISAN code was developed to be the identifier for the audiovisual ("AV")
industry's supply chain, just as the International Standard Book Number ("ISBN")
code is the unique identifier for publications and the foundation for all
tracking for the global publishing industry.

MediaDNS(TM) is the Company's flagship technology offering that empowers content
providers, resource providers, and metadata consumers by supplying them with a
synchronized relationship to their metadata. This powerful tool can aggregate
media data from many sources, transform data into Master Data Records, and
syndicate data to and from many distribution points while reporting back
critical metadata consumer information. It is through this platform that the
Company also provides all ISAN related products and services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company's consolidated financial statements are prepared using the accrual
method of accounting and have been prepared in accordance with accounting
principles generally accepted in the United States. The Company has incurred
losses since inception and the Company's ability to continue as a going concern
is dependent upon obtaining additional capital and generating positive cash
flows from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management intends to seek additional
capital either through debt or equity offerings and is attempting to increase
sales volume through licensing and registration activities. There are no
assurances that management plans will be successful. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying consolidated balance sheet as of March 31, 2010, the
consolidated statements of operations and cash flows for the quarterly periods
ended March 31, 2010 and 2009, and the notes herein are unaudited. The unaudited
interim consolidated financial statements have been prepared on the same basis

                                       5
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

as the annual consolidated financial statements and, in the opinion of
management, reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the Company's consolidated financial
position, results of operations and cash flows for the quarterly periods ended
March 31, 2010 and 2009. These consolidated financial statements are not
necessarily indicative of the results to be expected for the year ending
December 31, 2010 or for any other interim period or for any other future year.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned subsidiary. All intercompany balances and
transactions have been eliminated in consolidation.

ESTIMATES

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the dates of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. Assets and liabilities which are
subject to significant judgment and use of estimates include valuation
allowances with respect to recoverability of long-lived assets, useful lives
associated with property and equipment, valuation of assets and liabilities
related to the forward acquisition of Secure Path, and assumptions underlying an
embedded derivative liability. On an ongoing basis, Management evaluates its
estimates compared to historical experience and trends, which form the basis for
making judgments about the carrying value of assets and liabilities.

CONCENTRATIONS OF CREDIT RISK

CASH AND CASH EQUIVALENTS

Financial instruments that potentially subject the Company to credit risk
consist principally of cash and cash equivalents and accounts receivable. The
Company, at times, maintains cash balances at financial institutions in excess
of amounts insured by United States government agencies or payable by the United
States government directly. The Company places its cash and cash equivalents
with high credit quality financial institutions.

CONCENTRATIONS, CREDIT AND ALLOWANCES FOR DOUBTFUL ACCOUNTS

The Company provides credit in limited circumstances to customers throughout the
United States. In these instances, the Company performs limited credit
evaluations of its customers and does not obtain collateral with which to secure
its accounts receivable. Accounts receivable, if any, are reported net of an
allowance for doubtful accounts, which is management's best estimate of
potential credit losses. The Company's allowance for doubtful accounts is based
on historical experience, but management also takes into consideration customer
concentrations, creditworthiness, and current economic trends when evaluating
the adequacy of the allowance for doubtful accounts. Historically, Management
has not recorded an allowance.

Two customers made up 61% of the Company's accounts receivable as of March 31,
2010 and four customers made up 90% of the Company's total revenue for the
quarter ended March 31, 2010.

The Company does not believe the loss or cancelation of business from these
customers would materially or adversely affect the Company's consolidated
financial position, results of operations, or cash flows due to the minimal
amount of revenue and related receivables that have been earned to date.

                                       6
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RISKS AND UNCERTAINTIES

The Company's operations are subject to new innovations in product and service
design and function. Significant technical changes can have an adverse effect on
the Company's business model. Design, development, and adaptation of products
and services are important elements to achieve and maintain profitability in the
Company's business model.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with a maturity of
three months or less to be cash equivalents. The Company had no cash equivalents
during the periods presented.

PROPERTY, EQUIPMENT AND SOFTWARE

Property and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which is three years for computer
equipment and five years for furniture, fixtures, and internal use software.
Maintenance and repairs are expensed as incurred. Significant renewals and
betterments are capitalized. When assets are retired or otherwise disposed of,
the cost and related accumulated depreciation are removed from the accounts and
any resulting gain or loss is reflected in the Company's consolidated results of
operations.

INTERNAL USE SOFTWARE

Computer software development costs are expensed as incurred, except for
internal use software development costs that qualify for capitalization as
described below, and include compensation and related expenses, costs of
computer hardware and software, and costs incurred in developing features and
functionality.

The Company accounts for the costs of computer software obtained or developed
for internal use in accordance with Accounting Standards Codification 350,
Intangibles - Goodwill and Other (formerly Statement of Position No. 98-1).
Accordingly, the Company expenses costs incurred in the preliminary project and
post implementation stages of software development and capitalizes costs
incurred in the application development stage and costs associated with
significant enhancements to existing internal use software applications. Costs
incurred related to less significant modifications and enhancements, as well as
maintenance, are expensed as incurred.

As of March 31, 2010, the Company had capitalized internal use software costs of
$564,400 which were acquired from Secure Path (see Note 9). As of March 31,
2010, there was $18,813 in accumulated amortization in connection with these
costs.

FAIR VALUE MEASUREMENTS

Effective July 1, 2008, the Company adopted SFAS No. 157, Fair Value
Measurements, which has been codified into Accounting Standards Codification 820
("ASC 820"). This standard defines fair value, establishes a framework for
measuring fair value, establishes a fair value hierarchy based on the quality of
inputs used to measure fair value and enhances disclosure requirements for fair
value measurements. The implementation of this guidance did not change the
method of calculating the fair value of assets or liabilities. The primary
impact from adoption was additional disclosures. The portion of this guidance
that defers the effective date for one year for certain non-financial assets and
non-financial liabilities measured at fair value, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, was implemented January 1, 2009, and did not have an impact on the
Company's consolidated results of operations, cash flows, or financial position.

Fair value is defined as the exchange price that would be received for an asset
or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Valuation techniques used to
measure fair value must maximize the use of observable inputs and minimize the

                                       7
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

use of unobservable inputs. ASC 820 describes a fair value hierarchy based on
three levels of inputs, of which the first two are considered observable and the
last unobservable, that may be used to measure fair value which are the
following:

*    Level 1--Quoted prices in active markets for identical assets or
     liabilities.
*    Level 2--Inputs other than Level 1 that are observable, either directly or
     indirectly, such as quoted prices for similar assets or liabilities; quoted
     prices in markets that are not active; or other inputs that are observable
     or can be corroborated by observable market data for substantially the full
     term of the assets or liabilities.
*    Level 3--Unobservable inputs that are supported by little or no market
     activity and that are significant to the fair value of the assets or
     liabilities.

During the periods presented, the Company had no Level 1 2 or 3 financial assets
or liabilities, with the exception of the embedded derivative liability, which
is a level 3 financial liability. The embedded derivative was assumed by the
Company on February 11, 2010 and is recorded in the accompanying balance sheet
at fair value. There has been no change in fair value of the embedded derivative
from February 11, 2010 to March 31, 2010.

STOCK DIVIDEND

In December 2009, the Company's Board of Directors approved a stock dividend of
one additional share for every share of stock held for the shareholders of
record on December 20, 2009. All share amounts reported herein have been
adjusted to reflect the stock dividend.

REVENUE RECOGNITION

The Company currently derives its revenue from fees charged to customers for the
registration of audiovisual works. These registration fees are due at the time
the registration is completed by the customer. The Company recognizes revenue in
accordance with Accounting Standards Codification 605, Revenue Recognition
(formerly Staff Accounting Bulletin No. 104). Accordingly, the Company
recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii)
delivery has occurred or services have been rendered, (iii) the fees are fixed
or determinable, and (iv) collectability is reasonably assured. In general, the
revenue recognition criteria are met at the time the registration is completed.
Prepayments for registrations will be deferred, and will be amortized to
revenues over the contract period on a straight-line basis.

Revenue is recognized net of estimated sales returns and allowances. If actual
sales returns and allowances are greater than estimated by management,
additional expense may be incurred. In determining the estimate for sales
allowances, the Company relies upon historical experience and other factors,
which may produce results that vary from estimates. To date, the estimated sales
returns and allowances have varied within ranges consistent with management's
expectations and have not been significant.

COST OF REVENUE

Cost of revenue primarily consists of expenses relating to licenses, royalties,
certain software costs, and depreciation on internal-use software.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred. No costs were incurred
during the periods reported.

SELLING AND MARKETING

Selling and marketing consists of those costs which are related to personnel,
marketing, public relations, advertising, and other promotional activities. All
advertising costs are expensed as incurred. The Company had no advertising costs
for the quarters ended March 31, 2010 and 2009.

                                       8
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GENERAL AND ADMINISTRATIVE

The Company's general and administrative expenses relate primarily to the
compensation and associated costs for general and administrative personnel,
professional fees, and other general overhead and facility costs.

STOCK-BASED COMPENSATION

The Company recognizes stock-based compensation expense related to employee
option and restricted stock grants in accordance with Accounting Standards
Codification 718 Compensation - Stock Compensation ("ASC 718"), (formerly
Statement of Financial Accounting Standards ("SFAS") No. 123(R)). This standard
requires the Company to record compensation expense equal to the fair value of
awards granted to employees.

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes
accounting and reporting standards for all stock-based payments award to
employees, including employee stock options, restricted stock, employee stock
purchase plans and stock appreciation rights, may be classified as either equity
or liabilities. The Company should determine if a present obligation to settle
the share-based payment transaction in cash or other assets exists. A present
obligation to settle in cash or other assets exists if: (a) the option to settle
by issuing equity instruments lacks commercial substance or (b) the present
obligation is implied because of an entity's past practices or stated policies.
If a present obligation exists, the transaction should be recognized as a
liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of ASC 505-50 "Equity - Based
Payments to Non-Employees" which codified Emerging Issues Task Force consensus
in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are
Issued to Other Than Employees for Acquiring or in Conjunction with Selling,
Goods or Services". Measurement of share-based payment transactions with
non-employees shall be based on the fair value of whichever is more reliably
measurable: (a) the goods or services received; or (b) the equity instruments
issued. The fair value of the share-based payment transaction should be
determined at the earlier of performance commitment date or performance
completion date.

INCOME TAXES

The Company provides for income taxes currently due and for the expected future
tax effects of temporary differences between book and tax bases of assets and
liabilities. Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end, based on enacted tax laws
and statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce net deferred tax assets to the amount expected to be
realized.

RECENT ACCOUNTING PRONOUNCEMENTS

FAIR VALUE MEASUREMENTS UPDATE

In January 2010, the FASB amended authoritative guidance for improving
disclosures about fair-value measurements. The updated guidance requires new
disclosures about recurring or nonrecurring fair-value measurements including
significant transfers into and out of Level 1 and Level 2 fair-value
measurements and information on purchases, sales, issuances, and settlements on
a gross basis in the reconciliation of Level 3 fair-value measurements. The
guidance also clarified existing fair-value measurement disclosure guidance
about the level of disaggregation, inputs, and valuation techniques. The
guidance became effective for interim and annual reporting periods beginning on
or after December 15, 2009, with an exception for the disclosures of purchases,
sales, issuances and settlements on the roll-forward of activity in Level 3
fair-value measurements. Those disclosures will be effective for fiscal years
beginning after December 15, 2010 and for interim periods within those fiscal
years. The Company does not expect that the adoption of this guidance will have
a material impact on the financial statements.

                                       9
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PURCHASE METHOD OF ACCOUNTING FOR BUSINESS COMBINATIONS

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations, which has been codified into Accounting Standards Codification
805. This guidance retains the purchase method of accounting for acquisitions,
but requires a number of changes, including changes in the way assets and
liabilities are recognized in the purchase accounting as well as requiring the
expensing of acquisition-related costs as incurred. Additionally, it provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. Furthermore, this guidance requires any adjustments to
acquired deferred tax assets and liabilities occurring after the related
allocation period to be made through earnings for both acquisitions occurring
prior and subsequent to its effective date. This guidance is to be applied
prospectively by the Company to business combinations beginning July 1, 2009.
The adoption did not have a significant impact on the Company's consolidated
results of operations, cash flows, or financial position.

NOTE 3 - NOTE RECEIVABLE

As of March 31, 2010, the Company had a note receivable from ISAN in the amount
of $125,337 (the "ISAN Note"). The ISAN Note is non-interest bearing and is due
no later than December 31, 2015. The terms of the ISAN Note provide for interim
principal payments from the excess profits of ISAN, as defined, beginning with
the year ending December 31, 2010.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

                                               March 31,         December 31,
                                                 2010               2009
                                               --------           --------
        Computer equipment                     $  4,734           $     --
        Furniture and fixtures                    2,130                 --
                                               --------           --------
                                                  6,864                 --
        Less accumulated depreciation              (572)                --
                                               --------           --------
                                               $  6,292           $     --
                                               ========           ========

During the quarters ended March 31, 2010 and 2009, the Company recorded
depreciation and amortization expense of $572 and zero, respectively.

NOTE 5 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at:

                                               March 31,         December 31,
                                                 2010               2009
                                               --------           --------
      Accrued payroll                          $211,233           $     --
      Accrued interest                           50,753                 --
      Other                                       6,000                 --
                                               --------           --------
           Total accrued liabilities           $267,986           $     --
                                               ========           ========

                                       10
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - NOTES PAYABLE

NOTES PAYABLE TO RELATED PARTIES

As a result of the Company's acquisition of Secure Path as previously discussed,
the Company assumed a liability for a loan with an original amount of $2,350,000
from a company that is considered a related party. The loan included (i) certain
Secure Path expenses which were paid by the related party, and (ii) cash
proceeds which were advanced to the Secure Path. This note bears interest at
17.5%, per annum, and no interim principal or interest payments are required;
this note is recorded as a current liability and is due on demand. As of March
31, 2010, there was $95,593 in principal and $7,761 of accrued interest due.

Additionally, as a result of the Company acquisition of Secure Path, the Company
assumed demand loans from various related parties totaling $866,708.
Concurrently with the merger, the Company issued 708,334 shares of common stock
to these related parties which was valued at $973,959 based on the closing stock
price on the date of issuance and treated as interest expense . Subsequent to
the acquisition, the Company raised additional cash proceeds of $115,000 by
securing additional demand loans from these parties. These advances bear
interest at 8% per annum and are due on demand. There are no provisions for
interim principal or interest payments.

BRIDGE NOTE

In connection with the Company's acquisition of Secure Path, the Company assumed
a note with a face value of $325,000 in bridge financing from an unrelated party
(the "Note"). The terms of the loan provided for interest at 8% per annum for
the first three months, after which time the interest rate increased to 24% per
annum. Interest is compounded monthly. The Note matures at the earlier of (i)
April 20, 2011 or (ii) the date of certain defined events such as a sale of the
Company or a qualified financing. The Company's acquisition of Secure Path
represented a sale of Secure Path LLC under the terms of the agreement and the
Company is in the process of renegotiating this loan. All principal and accrued
interest are due at maturity; there are no provisions for interim principal or
interest payments. The Note is collateralized by substantially all of the assets
of the Company.

In connection with obtaining consent to the merger, the Company issued 325,000
shares of common stock to the note holder valued at $446,825. This modification
was accounting for as an extinguishment of debt, and the fair value of these
shares was calculated using the closing market price on that date. In relation
to the extinguishment, the Company recorded a loss on extinguishment of $446,825
during the quarter ended March 31, 2010. The entire amount of the value of the
shares were recorded as an extinguishment because the fair value of the note
acquired in connection with the merger was estimated to be equal to the face
amount of the notes of $325,000.

Under the terms of the Note, there was a provision which would entitle the
lender to receive a cash payment of $975,000 if certain events occurred such as
a sale of the Secure Path or a qualified financing, as defined (the "Payment").
The Payment would include the original principal amount of $325,000, the accrued
and unpaid interest at the contractual rate, and an additional interest amount
as a result of the occurrence of the defined event. The Company determined that
as of the date of the merger, the full value of the note and cash payment
represented the fair value of the liability.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

The Company leases its office space under a month-to-month operating lease
agreement which can be terminated at any time.

Rent expense for the quarter ended March 31, 2010 was $5,720. Rent expense for
the quarter ended March 31, 2009 was minimal.

                                       11
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LACK OF INSURANCE

The Company could be exposed to liabilities or other claims for which the
Company would have no insurance protection. The Company does not currently
maintain any property insurance, business interruption insurance, products
liability insurance, or any other comprehensive insurance policy. Any purchaser
of the Company's common stock could lose their entire investment should
uninsured losses occur.

ISAN LICENSING AGREEMENTS

The Company has license agreements with ISAN whereby the Company has rights to
(i) execute registrations of audiovisual works with ISAN, (ii) access the ISAN
database, and (iii) distribute certain ISAN data, as defined. Under the ISAN
license agreement, the Company is required to make license fee payments on a
quarterly basis. These license fees include (i) a fixed quarterly license fee
and (ii) 5% of net sales. In connection with the licensing agreement, the
Company was required to make certain license fee prepayments to which the 5%
variable license fee obligation could be applied. As of March 31, 2010, the
Company had $207,585 in prepayments on accompanying consolidated balance sheet.

The Company also has an additional international license agreement with ISAN to
expand its license rights worldwide. The license agreements collectively provide
for (i) fixed quarterly license fees and (ii) 10% of net sales under the
international license agreement. As of December 31, 2009, the following table
reflects the approximate minimum future license fee payments which are required
under the ISAN license agreements for each of the years ending December 31:

                       2010              $400,000
                       2011               400,000
                                         --------
                                         $800,000
                                         ========

During the quarterly period ended March 31, 2010, the required quarterly
payments of approximately $100,000 payments were made by both the Company and
the Secure Path prior to merger. The Company expensed $53,333 during the
quarter, which was the pro-rata share for the Company from the date of merger to
March 31, 2010.

LEGAL PROCEEDINGS

The Company is aware of a former service provider that may claim it is due
consideration in connection with the merger. Management believes that if it must
enter into a settlement with such service provider, the maximum liability should
not exceed $40,000 and is reflected in accounts payable on the accompanying
consolidated balance sheet.

From time to time, the Company may become subject to legal proceedings, claims
and litigation arising in the ordinary course of business. The Company is not
currently a party to any material legal proceedings, nor is the Company aware of
any pending or threatened litigation that would have a material adverse effect
on the Company's business, consolidated operating results, cash flows or
financial position should such litigation be resolved unfavorably.

INDEMNIFICATIONS

In the ordinary course of business, the Company may provide indemnifications of
varying scope and terms to customers, vendors, lessors, investors, directors,
officers, employees and other parties with respect to certain matters,
including, but not limited to, losses arising out of the Company's breach of
such agreements, services to be provided by the Company, or from intellectual
property infringement claims made by third-parties. These indemnifications may
survive termination of the underlying agreement and the maximum potential amount
of future payments the Company could be required to make under these
indemnification provisions may not be subject to maximum loss clauses. The
maximum potential amount of future payments the Company could be required to
make under these indemnification provisions is indeterminable. The Company has

                                       12
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

never paid a material claim, nor has the Company been sued in connection with
these indemnification arrangements. As of March 31, 2010, Management has not
accrued a liability for these guarantees, because the likelihood of incurring a
payment obligation, if any, in connection with these guarantees is not probable
or reasonably estimable.

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)

The Company has authorized 75,000,000 common shares with a par value of $0.001
per share. Each common share entitles the holder to one vote, in person or
proxy, on any matter on which action of the stockholder of the corporation is
sought.

STOCK DIVIDEND

As discussed in Note 2, the Company's Board of Directors approved a stock
dividend of one additional share for every share of stock held for the
shareholders of record on December 20, 2009.

In connection with the merger, 8,000,000 shares of the Company's common stock
were cancelled. The Merger Agreement stated 4,650,000 shares were to be issued
to acquire the Secure Path; however, certain shares were used to compensate
persons providing advances and services, as well as an existing convertible note
holder, which were not managers or members of Secure Path. The Company issued
3,616,666 shares of common stock for the acquisition of Secure Path units,
708,334 shares for services and interest on related-party notes, and 325,000
shares for the modification of a convertible note, which was accounted for as an
extinguishment (Note 6). The below table is a summarization of changes to
stockholders' equity.

<TABLE>
<CAPTION>
                                                        Common      Additional
                                         Common         Stock        Paid-in      Accumulated
                                         Stock          Amount       Capital        Deficit          Total
                                         -----          ------       -------        -------          -----
<S>                                    <C>             <C>         <C>           <C>             <C>
Balance as of December 31, 2009        17,450,000      $ 17,450    $  557,650    $  (629,225)    $   (54,125)

Cancellation of shares (Unaudited)     (8,000,000)       (8,000)        8,000             --              --

Stock issued for acquisition of
 Secure Path (Unaudited)                3,616,666         3,617     4,969,299             --       4,972,916

Shares issued for services and
 interest                                 708,334           708       973,251             --         973,959

Common stock issued to extend
 convertible notes                        325,000           325       446,550             --         446,875

Net loss March 31, 2010
 (Unaudited)                                   --            --            --     (1,841,302)     (1,841,302)
                                      -----------      --------    ----------    -----------     -----------

                                       14,100,000      $ 14,100    $6,954,750    $(2,470,527)    $ 4,498,323
                                      ===========      ========    ==========    ===========     ===========
</TABLE>

We used the closing stock price of our common stock on February 11, 2010 or
$1.37 to value the shares issued in connection with the Merger Agreement. We
believe the price of our common stock was a fair indicator of the value of the
shares issued.

                                       13
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - ACQUISITION AND PRO FORMA FINANCIAL INFORMATION

On December 17, 2009, Rosca entered the Merger Agreement with Secure Path. On
February 11, 2010, the transaction closed and Secure Path was merged into Rosca,
in accordance with the Merger Agreement. Pursuant to the terms and conditions of
the Merger Agreement:

As discussed above, the Merger Agreement stated 4,650,000 shares were to be
issued to acquire the Secure Path; however, certain shares were used to
compensate persons providing advances and services, as well as an existing
convertible note holder, which were not managers or members of Secure Path. At
the closing of the Merger, all of the issued and outstanding membership
interests in Secure Path were converted into the right to receive 3,616,666
shares - No fractional shares were issued and no rounding up of fractional
shares was required. Accordingly, an aggregate of 3,616,666 shares of our common
stock were issued to members of Secure Path valued at $4,972,916, which was
allocated to the estimated fair value of the assets and liabilities acquired and
assumed, respectively. Upon the closing of the Merger, a new director and new
executive officers were appointed.

In connection with obtaining consent to the merger from the holder of the Bridge
Note, the Company issued 325,000 shares of common stock valued at $446,875. This
modification was accounting for as an extinguishment of debt. See Note 6.

The Merger of Secure Path with and into Rosca was recorded as a forward
acquisition since the members of Secure Path received approximately 20% of the
post-merger shares outstanding. Accordingly, the assets acquired and liabilities
assumed are reported at estimated fair value. We have not finalized our
allocation of the purchase price because we have not completed our independent
appraisal. The following table summarizes the preliminary allocation of the
purchase price of $4,973,000 to the estimated fair values of the net assets
acquired as follows (in Thousands):

                Current assets                          $   104
                Non-current assets                          341
                Goodwill                                  5,104
                Intangible assets                         3,951
                Current liabilities                      (3,139)
                Deferred tax liability                   (1,388)
                                                        -------
                                                        $ 4,973
                                                        =======

The estimated useful life of the intangible assets will be amortized over their
respective estimated lives of 2 to 5 years. The goodwill will not subject to
amortization and the amount assigned to goodwill is not deductible for income
tax purposes.

The merger was effected as a tax-free exchange, whereby the allocation of the
purchase price to the fair value of the assets acquired, in excess of the
historical tax bases, is not deductible for income tax reporting purposes.
Accordingly, we were required to record a deferred income tax liability for the
difference using our effective tax rate currently estimated at approximately
41%. The total deferred tax liability was recorded for $1,388,465 on the
accompanying balance sheet.

The consolidated results of operations of operations include Secure Path from
February 11, 2010 forward and historical results of operations of Rosca during
the periods presented. The unaudited condensed pro forma financial information,
assuming the merger occurred at the beginning of the respective periods, is as
follows (in thousands, except per share data):

                                       14
<PAGE>
                      SECURE PATH TECHNOLOGY HOLDINGS, INC.
                             (Formerly Rosca, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                    Three Months Ended March 31,
                                                    ---------------------------
                                                       2010             2009
                                                    -----------      ----------

Revenue                                             $       149      $       30
Net loss from continuing operations                      (1,983)           (655)
Weighted average number of shares outstanding -
 Basic and diluted from continuing operations       $     (0.14)     $    (0.07)

NOTE 10 - SUBSEQUENT EVENTS

Between March 31, 2010 and May 28, 2010, the Company raised cash proceeds of
$65,000 by securing demand loans from related parties. These demand loans bear
interest at 8% per annum and are due on demand. There are no provisions for
interim principal or interest payments.

                                       15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Statements contained herein which are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. We caution investors that any forward-looking statements
made by us are not guarantees of future performance and actual results may
differ materially from those in the forward-looking statements. Such risks and
uncertainties include, without limitation: established competitors who have
substantially greater financial resources and operating histories, regulatory
delays or denials, ability to compete as a start-up company in a highly
competitive market, and access to sources of capital.

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-Q.
Except for the historical information contained herein, the discussion in this
Form 10-Q contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. The actual results could differ materially from those
discussed here.

OVERVIEW OF OUR BUSINESS

At the time of our inception, our business plan was to operate tequila bars
located in major tourist locations on the east and west coasts of Mexico. The
reality of a world-wide financial slowdown and recessionary economic trends
forced us to dramatically slow down our operating plans and abandon our original
business model. On February 11, 2010, Secure Path Technology LLC, a California
limited liability company ("Secure Path"), was merged with and into Rosca, Inc.,
a Nevada corporation ("Rosca"), in accordance with the Agreement and Plan of
Merger entered into by the parties.

We intend to carry on the business of Secure Path as our sole line of business.
Secure Path is the largest registration agency for the International Standard
Audiovisual Number ("ISAN") in North America and is the exclusive global
Licensing Agency providing commercial access to the ISAN database. There are two
other registration agencies in North America; however, they only sell ISAN
numbers and do not have commercial rights to the ISAN database, which resided
exclusively with Secure Path.

ISAN is an International Standards Organization ("ISO") standard, which provides
a unique, permanent and internationally recognized reference number for the
identification of every audiovisual work, including film, television, online and
mobile content, regardless of the format in which the work is distributed (e.g.
theatrical, DVD, streaming media). The ISAN code was developed to be the
identifier for the audiovisual (AV) industry's supply chain, just as the
International Standard Book Number ("ISBN") code is the unique identifier for
publications and the foundation for all tracking (e.g. distribution, inventory,
royalties) for the global publishing industry.

The ISAN standard was initiated in order to make more efficient the process of
identifying audiovisual works, and significantly enhance the ability to collect,
distribute and/or receive royalties and residuals.

We estimate that we will not be able to generate significant revenues from sales
during the next twelve months. In order to achieve our business plan goals, we
will need to generate additional funding. At this time in the financial markets
there has been a major reduction in investor and lender willingness to provide
capital to new businesses throughout the world. Our efforts to seek additional
funding this year have encountered high levels of resistance to our inquiries
for new sources of cash flows. We realize we must generate new sources of
funding in addition to that provided by our directors. We intend to continue our
efforts to find new sources of capital funding over the next twelve months.

To enhance the value of ISAN and help customer manage their related metadata,
the Company built a web-based services platform, MediaDNSTM, which allows users
a much quicker, more efficient and cost-effective method to manage, transform
and distribute audio visual metadata.

                                       16
<PAGE>
While we seek additional funding, we will continue to advance our business plan
at a slower pace and remain current in our corporate filings and obligations
while financial resources are available. We are seeking additional capital
through possible sales of our equity securities or through loans from banks or
third parties to continue our business plan.

Our shares are listed on the OTCBB under the symbol SPHT. We have a total of
75,000,000 authorized common shares with a par value of $0.001 per share and
14,100,000 common shares issued and outstanding as of March 31, 2010.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our results of operations and liquidity and
capital resources are based on our consolidated financial statements, which have
been prepared in accordance with accounting principles 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 disclosure of contingent assets and liabilities. On
an ongoing basis, we evaluate our estimates and judgments, including those
related to capitalization of internal-use software, useful lives associated with
property and equipment, and assumptions underlying an embedded derivative
liability. We base our estimates on historical and anticipated results and
trends and on various other assumptions that we believe are reasonable under the
circumstances, including assumptions as to future events. These estimates form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. By their nature,
estimates are subject to an inherent degree of uncertainty. Actual results that
differ from our estimates could have a significant adverse effect on our
operating results and financial position. We believe that the following
significant accounting policies and assumptions may involve a higher degree of
judgment and complexity than others.

LONG-LIVED ASSETS

Long-lived assets, which consist primarily of property and equipment, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amounts may not be recoverable. An impairment loss is
recognized when estimated undiscounted future cash flows expected to result from
the use of the asset and its eventual disposition are less than its carrying
value. If an asset is determined to be impaired, the impairment is measured by
the amount that the carrying value of the asset exceeds its fair value. The
Company uses quoted market prices in active markets to determine fair value
whenever possible. When quoted market prices are not available, Management
estimates fair value based on the best alternative information available, which
may include prices charged for similar assets or other valuation techniques such
as using cash flow information and present value accounting measurements.

INTERNAL USE SOFTWARE

The Company accounts for the costs of computer software obtained or developed
for internal use in accordance with Accounting Standards Codification 350,
Intangibles - Goodwill and Other (formerly Statement of Position No. 98-1).
Accordingly, the Company expenses costs incurred in the preliminary project and
post implementation stages of software development and capitalizes costs
incurred in the application development stage and costs associated with
significant enhancements to existing internal use software applications. Costs
incurred related to less significant modifications and enhancements, as well as
maintenance and bug fixes are expensed as incurred. For costs incurred
internally, the Chief Technology Officer tracks time allotted by key individuals
involved in software development and on a monthly basis, uses a percentage
allocation based on actual time to allocate costs amongst those that should be
capitalized or expensed.

Internal use software development costs that qualifies for capitalization (as
described above) includes compensation and related expenses, costs of computer
software, and other direct costs incurred in developing features and
functionality.

REVENUE

Currently, Secure Path derives its revenue from fees charged to customers for
the registration of audiovisual works. These registration fees are due at the
time the registration is completed by the customer. From time-to-time, customers

                                       17
<PAGE>
pre-pay for ISAN numbers in bulk. When such bulk sales occur, the Company books
a liability that is amortized over the term of the license. These bulk rate
licenses generally allow the client to register as many ISAN numbers as they
need within a given period of time.

As the ISAN standard takes hold, we intend, through the Company's worldwide
licenses agreement, to sell commercial access to the ISAN database. Such access
agreements will be tailored to the individual clients, but generally models will
include a flat rate license or per-use access charge. Generally, flat rate
licenses will be paid monthly and recognized as billed. For licenses paid in
advance, such license fees will be booked as a liability, with revenue
recognized straight-line over the term of the license agreement. For those
clients that are billed on a per-use charge, revenue will be recognized as
billed.

The Company sells meta-data management services through use if it's MediaDNS(TM)
platform. Similar to the Company's ISAN access agreements, such access
agreements will be tailored to the individual clients, but generally models will
include a bulk use licenses or a per use charge. Generally, bulk use licenses
will be paid monthly and recognized as billed. For licenses paid in advance,
such license fees will be recorded as a liability, with revenue recognized
straight-line over the term of the license agreement. For those clients that are
billed on a per-use basis, revenue will be recognized as services are provided.

From time-to-time, clients will engage the Company for additional consulting
services related to MediaDNS(TM) integration. These are billed and recognized as
services are provided to the client.

COST OF GOODS SOLD

Cost of revenue primarily consists of expenses relating to the wholesale cost of
ISAN codes, software licenses, royalties, contracted services for software
development and support services and depreciation on property and equipment
related MediaDNS.

GROSS PROFIT

Gross profit has been and will continue to be affected by a variety of factors
including ISAN adoption, research and development costs, ability to sell ISAN
database/access licenses, and ability to sell MediaDNS services to large and
well established media and entertainment customers. The extended sales cycles
and the adoption curve of the Company's potential customer base, poses
substantial short term challenges, which give rise to significant volatility of
Gross Profit margins.

OPERATING EXPENSES

Secure Path's general and administrative expenses relate primarily to the
compensation and associated costs for general and administrative personnel,
professional fees, software related costs (including research and development),
and other general overhead and facility costs.

Software costs relate to costs associated with MediaDNS bug fixes, maintenance,
and research and development activity. As part of the normal course of business,
the Company is enhancing the platform to expand feature set offerings to the
market as well as implementing specific customization enhancements for
individual clients. These new features sets and enhancements are capitalized and
then amortized in cost of goods sold (discussed above). On a go forward basis,
virtually all expensed software costs included in operating expenses will relate
to maintenance and bug fixes as there is little research and development related
activity.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2009 AND 2008

During the three months ended March 31, 2010 we had revenue of $108,741 compared
to $0 in the three months ended March 2009. This increase is a result of the
fact that until our merger with Secure Path LLC in February 2010 as discussed
elsewhere in this document, we were a development stage company and had not yet
generated any revenues. Revenues during 2010 consisted of fees charged to
customers for the ISAN registration of audiovisual works as well as meta-data
management services through the use of our MediaDNS software platform.

                                       18
<PAGE>
Cost of revenue, which consist of expenses related to the wholesale cost of ISAN
codes, software licenses and outside consulting fees related to the development
of MediaDNS , was $109,647 for the three months ended March 31, 2010 compared to
$0 for the same period in 2009. This increase in cost of revenue was caused by
an increase in revenue and was consistent with the increase in revenues
discussed above.

Selling and Marketing, General and Administrative expenses for the three months
ended March 31, 2010 totaled $161,710 compared to $7,609 for the same period in
2009. This increase is a result of our merger with Secure Path LLC in February
2010 as discussed elsewhere in this document. Prior to the merger, we were a
development stage company and had not yet generated any revenues nor had we
initiated any operations. Sales and Marketing expenses consist of fees paid to
outside marketing professionals, travel, and entertainment related to sales
efforts. General and Administrative expenses consisted of wages and benefits for
employees, facilities rent, professional fees for legal and accounting incurred
as a result of being a public reporting company in the United States and
expenses for IT infrastructure.

Other Income (Expense)
Included in interest expense is $973,959 of share based compensation that was
recorded in the current quarter related to the issuance 708,334 shares to
related parties to incentivize these related parties to provide loans to the
Company.

In connection with obtaining a consent to the merger, the Company issued 325,000
share of common stock to the Bridge Note holder. This modification is being
accounting for as an extinguishment of debt and the fair value of these shares
of $446,875 was expensed on the date of grant based on the closing market price
on that date.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

We had cash and cash equivalents of $47,056 as of March 31, 2010, compared to $0
as of March 31, 2009. Net cash used in operating activities in the three months
ended March 31, 2010 and 2009 reflects net loss offset by changes in working
capital. The Company's ability to continue as a going concern is dependent upon
obtaining additional capital and financing, and generating positive cash flows
from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management intends to seek additional
capital either through debt or equity offerings and is attempting to increase
sales volume.

We had working capital deficits of approximately $4,653,681 as of March 31,
2010. The increase in working capital deficit from previous periods was
primarily due to the acquisition of Secure Path LLC which has yet to scale to a
profitable level. Net cash flow provided by financing activities was $115,000,
which consisted of loans from various related parties. Concurrently with the
merger with Secure Path LLC, the Company issued 708,334 shares of common stock
to these related parties which was valued at $973,959 based on the closing stock
price on the date of issuance and treated as interest expense. These loans were
made so that the Company could maintain on-going operations. Without such
financing, the Company could not continue on-going operations. In addition, a
$975,000 secured note payable and related embedded derivative was assumed by the
Company as part of the merger with Secure Path LLC, contained a provision that
allows the holder to call the note six months after the merger. The Company is
currently in the process of renegotiating the terms of this note.

We have been unable to maintain or increase our cash balance this year. We will
need additional funds which we plan to raise through sales of our equity
securities and possibly loans from banks or third parties to continue our
business plan. No assurances can be given that we will be able to raise
additional funds to satisfy our financial requirements. At some point, even with
reduced operations, we may determine we our business operations will cease due
to a lack of financial resources. We may seek other potential business
opportunities that might be available to us. There are no assurances that we
will be successful in finding other business opportunities, or that we will have
financial resources required to secure any other possible business
opportunities.

                                       19
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

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 is material to investors.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting
during the fiscal quarter ended March 31, 2010 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes to the risks to our business described in
our Annual Report on Form 10-K for the year ended December 31, 2009 filed with
the SEC on April 15, 2010.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

SUBSEQUENT EVENTS

Between March 31, 2010 and May 28, 2010, the Company raised cash proceeds of
$65,000 by securing demand loans from related parties. These demand loans bear
interest at 8% per annum and are due on demand. There are no provisions for
interim principal or interest payments.

                                       20
<PAGE>
CHANGE IN CONTROL OF REGISTRANT

On February 11, 2010, Secure Path Technology LLC, a California limited liability
company ("Secure Path"), was merged with and into Rosca, Inc., a Nevada
corporation ("Rosca"), in accordance with the Agreement and Plan of Merger
entered into by the parties.

On December 17, 2009, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Secure Path. Upon closing of the transaction
contemplated under the Merger Agreement (the "Merger"), Secure Path merged with
and into Rosca and Rosca became the surviving corporation.

Pursuant to the terms and conditions of the Merger Agreement:

     At the closing of the Merger, all of the issued and outstanding membership
     interests in Secure Path were converted into the right to receive 3,616,666
     shares. No fractional shares were issued and no rounding up of fractional
     shares was required. Accordingly, an aggregate of 3,616,666 shares of our
     common stock are to be issued to members of Secure Path.

     Upon the closing of the Merger, a new director and new executive officers
     were appointed.

In connection with obtaining a consent to the merger from holder of the Bridge
Note, the Company issued 325,000 shares of common stock. This modification is
being accounting for as an extinguishment of debt and the fair value of these
shares were expensed on the date of grant using the closing market price at that
date.

On December 10, 2009, our Board of Directors approved a stock dividend of our
common stock to our existing shareholders of record as of December 20, 2009,
whereby every stockholder had the right to receive, for every one (1) share
held, one (1) additional share. As of the date of this filing, this stock
dividend has not been processed and effected in the market by FINRA. However,
the stock dividend will not be applicable to the shares to be issued to Secure
Path's Members described above.

The shares of our common stock issued to former members of Secure Path stock in
connection with the Merger were not registered under the Securities Act of 1933,
as amended (the "Securities Act"), in reliance upon an exemption from
registration provided by Section 4(2) under the Securities Act and Regulation D
promulgated thereunder. These securities may not be transferred or sold absent
registration under the Securities Act or an applicable exemption therefrom.

ITEM 6. EXHIBITS

 No.                                 Description
 ---                                 -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule
     15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule
     15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
     adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as
     adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

      Signature                             Title                         Date
      ---------                             -----                         ----


/s/ Josh C. Kline               President, Secretary, Treasurer,        05/28/10
---------------------------     Chief Executive Officer and Director


/s/ Brian D. Stich              Chief Financial Officer & Principal     05/28/10
---------------------------     Accounting Officer

                                       22