UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549









FORM
10-K










x  ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For
the fiscal year ended October 31, 2008





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
the transition period
from           to





Commission file number: 333-1399326





ROHAT
RESOURCES, INC.


(Name
of registrant as specified in its charter)





Nevada
            
            26-5913810(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)





990
      Cedar Bridge Avenue, Suite B7-211Brick,
      NJ
            
            08723(Address
      of principal executive offices)
            
            (Zip
      code)





732-604-8580


(Registrant's
telephone number)





SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:


None




SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:


Common
Shares, par value $0.001




Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yeso    Nox




Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 of Section 15(d) of the Act.Yeso    Nox




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 o




Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
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    o
            
            Accelerated
      filer                      
      oNon-accelerated
      filer     o
            
            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 o









As of April 30, 2008 (the last business
day of the Registrant’s most recently completed second fiscal quarter),
2,487,500 shares of our common stock were held by non-affiliates.  Our
common stock is currently listed for quotation on the OTCBB under the symbol
ROHT; however, there have been no trades.





The number of shares of the
Registrant’s common stock, $0.001, outstanding at January 29, 2009 was
6,487,500.  We have no other classes of common equity.




2




TABLE OF
CONTENTS




PART
      I
                                      4Item
      1
                                      BUSINESS
                                      4Item
      1A
                                      RISK
      FACTORS
                                      9Item
      2
                                      PROPERTIES
                                      11Item
      3
                                      LEGAL
      PROCEEDINGS
                                      11Item
      4
                                      SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                      11PART
      II
                                      12Item
      5
                                      MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES
                                      12Item
      6
                                      SELECTED
      FINANCIAL DATA
                                      13Item
      7
                                      MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS
                                      13Item
      8
                                      FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                      14Item
      9
                                      CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE
                                      26Item
      9A
                                      CONTROLS
      AND PROCEDURES
                                      26PART
      III
                                      27Item
      10
                                      DIRECTORS
      AND EXECUTIVE OFFICERS
                                      27Item
      11
                                      EXECUTIVE
      COMPENSATION
                                      28Item
      12
                                      SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS
                                      29Item
      13
                                      CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                                      29Item
      14
                                      PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                                      30PART
      IV
                                      30Item
      15
                                      EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                                      30SIGNATURES
                                      31




3




PART
I




Item
      1
            BUSINESS





Overview





The
Company is a corporation organized in the State of Nevada on August 25,
2006.  Our principal offices are located at 990 Cedar Bridge Avenue,
Suite B7-211, Brick, NJ  08723. Our telephone number is
732-604-8580.




We are an
exploration stage company with no revenues and a limited operating
history.  Our independent auditor has issued an audit opinion which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.




Delara
Hussaini, our former officer and director, owned a 100% interest in a map-staked
claim covering 357.2 hectares (882.6 acres) in the New Westminster, Similameen
Mining Division of the Canadian province of British Columbia (the “Rohat 1
Claim”). The project is called the U.S. Rambler Project.  In September
2006, we retained an independent mining engineer to prepare a technical report
on the property, but we never conducted any exploration on the Rohat 1 Claim,
and effective September 9, 2008, we forfeited the Rohat 1 Claim. The U.S.
Rambler Project currently was our sole exploration target.  In order
to keep the Rohat 1 Claim in good standing, we were required to perform and
record exploration work of approximately $1,400 by September 8, 2008 or pay the
equivalent amount to the Province in lieu of performing the exploration
work.  We opted to neither proceed with the exploration work nor pay
the fee to the Province, and accordingly, our rights to the Rohat 1 Claim
expired as of September 9, 2008.





Mineral
property exploration is typically conducted in phases. We never commenced the
initial phase of exploration on the U.S. Rambler Project.  However,
our geologist recommended the exploration work based on the results from the
most recent phase of technical and area review.  After completion of
each phase of exploration and analysis of the results, a decision would be made
as to whether to proceed with each successive phase. Our President would make
this decision based upon the recommendations of our mining
engineer.  Our goal in exploration of the U.S. Rambler Project was to
ascertain whether it possesses economic quantities of polymetallic
veins.





Geological
Report





We
retained the services of Brian Simmons, P. Eng., a professional mining engineer
of Rodell Enterprises, Ltd., to complete an evaluation of the Rohat 1 Claim and
to prepare a geology report on the claim.





Mr.
Simmons is a professional mining engineer who graduated from the Colorado School
of Mines in 1981 with a Bachelor of Science degree in Mining Engineering. Mr.
Simmons is a member of the Association of Professional Engineers and
Geoscientists of British Columbia and is a registered Professional Engineer
(License #15588). Mr. Simmons has been engaged in the study and practice of the
geological profession for over 25 years.





Based on
his review, in his report dated September 15, 2006, Mr. Simmons recommended a
two-phase program of exploration on the U.S. Rambler Project.





The first
phase of exploration would consist of geological mapping and sampling.
Geological mapping involves plotting previous exploration data relating to a
property area on a map in order to determine the best property locations to
conduct subsequent exploration work. Prospecting involves analyzing rocks on the
property surface with a view to discovering indications of potential
mineralization. Geological mapping consist of our consulting geologist and his
assistant completing a detailed mapping, gathering soil samples from property
areas with the most potential to host economically significant mineralization
based on past exploration results. All samples gathered will be sent to a
laboratory where they are crushed and analyzed for metal content.





At the
time of the mining report, it was estimated that the first phase of exploration
would cost $19,800.





Upon the
completion of the exploration program, we would review the geologist’s report
discussing the results and conclusions of the program and seek a recommendation
for additional exploration work on the U.S. Rambler Project, which would include
a magnetometer survey and trenching.




4




Property
description and locations





The U.S.
Rambler Project consists of one mineral claim (Rohat 1, Tenure No: 540763)
located in the New Westminster, Similkameen Mining Division of British Columbia,
Canada.  The U.S. Rambler Project area is located approximately 140 km
east of Vancouver and 23 km east-northeast of Hope. The Rohat 1 Claim consists
of 17 cells totaling an area of 357 hectares. The U.S. Rambler showing is
located on the northwest corner of the Rohat 1 Claim.





The Rohat
1 Claim was staked on September 8, 2006 using the British Columbia Mineral
Titles Online Internet system. All claims staked in British Columbia require
$0.40 per hectare worth of assessment work to be undertaken in year 1 through 3,
followed by $0.80 per hectare per year thereafter.





A logging
road up Dewdney Creek provides access to the northwest corner of the mineral
claim. Much of the area has been logged.





There are
no known environmental liabilities. No permits have been applied for or acquired
for the proposed work.





Accessibility,
climate, local resources, infrastructure and physiography





Topography,
elevation and vegetation





The Rohat
1 Claim is located within the Hozameen Range, which is characterized by high,
rugged mountains separated by narrow, deeply incised valleys. The Rohat 1 Claim
is situated on the western slope of Summit Mountain and on the headwaters of
Dewdney Creek. Elevations on the mineral claim range from 900 meters in the
Northwest corner, to over 1700 meters on the Southeastern portion. The area is
forested with fir, spruce and cedar trees.





Access
to the Property





The
mineral claim is accessible from the Coquihalla Highway at the Carolin Mine
turnoff, approximately 21-road kilometers northeast of Hope. From the highway
turnoff, another 12 kilometers is traveled along a logging road up Dewdney
Creek. The lower part of the logging road is in good condition, but the
remainder has several poor sections. A four-wheel drive vehicle is required to
travel the latter part of the road.





Proximity
to Population Center





The city
of Hope is the closest major population center. Traveling by car, the Rohat 1
Claim is located about 33 kilometers from Hope. Vancouver is about 150
kilometers west of Hope.





Climate





Snow
normally covers the claims from the end of September to late June.





Surface
Areas





The lower
part of the valley along Dewdney Creek has been logged. The upper slopes of the
valley are partly logged in areas.





History





The
general area of the Rohat 1 Claim was explored intermittently from the late
1800’s to the present. Most of the exploration and mining activity was
concentrated on Treasure Mountain located to the east of the Rohat 1
Claim.





The U.S.
Rambler showing is located on the northeast corner of the Rohat 1 Claim. The
U.S. Rambler showing is first mentioned in the 1913 British Columbia Mines
Annual Report. A 15-meter adit was driven in the bedded quartzite.





Two of
the minor shear zones are located on the Rohat 1 Claim. One of the shear zones
is believed to be the U.S. Rambler showing. The other shear zone is located to
the south of the U.S. Rambler showing along the south fork of Dewdney
Creek.





In 1987,
a two-day reconnaissance geological mapping program was conducted on the
Argentum Mineral Claim (expired) by Silver Saddle Mines Limited. A portion of
the program was done on the Rohat 1 Claim. Conclusions from the program are as
follows:





While no
mineralized zones were observed in the area traversed, it is concluded that
Argentum claim has the potential for hosting silver-bearing base metal veins
similar to those on Treasure Mountain. An Exploration program is recommended.
(Gov. of B.C. Ministry of Energy, Mines and Petroleum Resources, Geological
Branch Assessment Report 17,117)




5




Geological
Setting





The area
is underlain by Lower-Middle Jurassic Dewdney Creek Formation (Ladner Group)
tuffaceous sediments comprised of volcanic sandstone, siltstone, tuff, and
argillite with interlayered fossiliferous limestone. These rocks are separated
from the Lower-Upper Cretaceous Pasayten Group sediments to the east, by the
major northwest trending Chuwanten fault.





The U.S.
Rambler showing occurs in bedded quartzite which strikes 015 degrees. There is
minor shearing along the bedding planes. The rock is altered and oxidized with
extensive limonitic staining. Vein filling along these shears is comprised
mainly of altered hostrock and contains disseminated pyrite, galena and
sphalerite. (Gov. of B.C. Ministry of Energy, Mines and Petroleum Resources,
MINFILE No. 092HSW045, Capsule Geology).





Deposit
Types





The U.S.
Rambler showing has a vein, stockwork type deposit similar to the nearby past
producing Summit and Treasure Mountain mines. The origin of the deposits is
classified as hydrothermal and epigenetic, with carbonate and chloritic
alteration. The polymetallic veins contain silver, lead, zinc and minor amounts
of gold.





Adjacent
Properties





a.   Blackjack
Showing





The
Blackjack showing is located to the immediate west of the Rohat 1 Claim and is
described as follows:





The
Blackjack showing is hosted by interbedded tuff, quartzite and argillite which
are crosscut by a coarse grained, black felsic dike trending between north and
north-northeast. The main showing, located on the west side of the junction of
Dewdney Creek, is exposed in an open cut about 6 meters from the creek.
Disseminated pyrite, galena and sphalerite occurs in an oxidized band which
ranges from 25 to 30 centimeters in width, and consists of sheared and altered
wallrock (Gov. of B.C. Ministry of Energy, Mines and Petroleum Resources,
MINFILE No. 092HSW046, Detail Report).





b. Halls
Showing





The Halls
showing is located 500 meters south of the Rohat 1 Claim and is described as
follows:





The Halls
showing is hosted by bedded quartzite which trends 090 degrees. The quartzite
consists of alternating gray and limonitic bands which are highly fractured and
blocky in places. Fine-grained pyrite is disseminated throughout the grey bands
while the oxidized limonitic bands host some disseminated sphalerite and galena.
Several opencuts were excavated in the oxidized bands. In 1913, a sample taken
across 1.2 meters assayed 0.69 grams per ton gold and 24.0 grams per ton silver.
(Gov. of B.C. Ministry of Energy, Mines and Petroleum Resources, MINFILE No.
092HSW047, Capsule Geology)





c.  Argentum
Showing





The
Argentum showing is located approximately 300 meters east of the Rohat 1 Claim
and is described as follows:





The
Argentum occurrence is underlain by north-northwest striking (340-350 degrees),
west dipping (60 degrees) volcanic sediments consisting of sandstone,
conglomerate, agglomerate, tuff and argillaceous tuff intruded by dioritic sills
and dikes. Shearing along dike contacts is sometimes accompanied by a narrow
zone of quartz veinlets. The hostrocks belong to the Dewdney Creek Formation.
Pyrrhotite and lesser pyrite are commonly disseminated throughout these
lithologies. The tuffs and argillaceous tuffs are distinctive units in that they
contain limonite coatings along fracture planes and have a higher percentage of
pyrrhotite and pyrite. A fault is evidenced by offsets of some rock
units.





Some
minor shears occur in the volcanic sandstone, tuffaceous argillite and argillite
units. The shears are highly fractured and oxidized and contain sparse pyrite,
sphalerite and galena. Locally, unmineralized quartz veins to 25 centimeters
wide also occur. Rock chip samples from the mineralized shear zones assayed up
to 70.95 grams per ton silver (Assessment Report 14714). (Gov. of B.C. Ministry
of Energy, Mines and Petroleum Resources, MINFILE No. 092HSW153, Capsule
Geology)




6




d.  Summit





The
Summit property, a past underground producer, is located 1.5 kilometers east of
the Rohat 1 Claim.





In 1951,
18 tons were mined and milled from the Summit property. Recovery was 14,867
grams of silver (826 grams Ag per ton), 3,079 kilograms lead (17% Pb), and 2,675
kilograms zinc (15% Zn). (Gov. of B.C. Ministry of Energy, Mines and Petroleum
Resources, MINFILE No. 092HSW023, Summary Production)





In 1988,
mineral exploration work consisting of geochemical, geophysical, geological and
trenching was performed on the Summit property. The summary from Assessment
Report 18,111 is as follows:





The
subject property is underlain by tuffaceous and politic sediments of the Upper
Jurassic Dewdney Creek Group. Mineralization is generally consistent in
character throughout the area. It consists of silver-bearing sulfides in quartz
carbonate veins localized along locally prominent, steeply dipping fault
structures, subsidiary faults and tension fractures. The veins varies in width
and usually consist of a central core of massive sulfides with veinlets and
disseminations distributed outward.





The 1988
geochemistry survey delineated 8 anomalous zones, 7 of which have coincident EM
conductors. The Basil Vein, discovered during this year’s program, is located
within one of these anomalous zones. The size and intensity of the anomaly
indicates a larger structure than the Basil Vein or perhaps series of parallel
structures. The trenching program exposed the Indiana vein for 390 meters and
samplings of the trenches have shown that the vein is mineralized, though in
varying degrees, throughout the entire exposed strike length. (P.L. Chung;
Geochemical, Geoophysical, Geological and Trenching Report on the Summit Camp
Property, Harrisburg-Dayton Resource Corp., Geological Branch Assessment Report
18,111)





e.  Treasure
Mountain





The
Treasure Mountain Mine is located 4 kilometers east of the Rohat 1 Claim. The
first significant underground work was done from 1909 to 1912. Work ceased in
the area during World War I.





From 1929
to 1932, 1,148 tons of ore were mined from the Treasure Mountain mine. No
further production was recorded until 1988 when another 362 tons were mined. Of
the total 1510 tons mined from the Treasure Mountain Mine, 1,283 tons were
milled. The 1,283 milled tons produced 2,186,372 grams of silver (1,704 grams Ag
/ ton), 93 grams gold (0.07 grams Au / ton), 292,342 kilograms lead (22.8 % Pb),
64,582 kilograms zinc (5.0% Zn.).  (Gov. of B.C. Ministry of Energy,
Mines and Petroleum Resources, MINFILE No. 092HSW016, Production Detail
Report)





In 1988
Huldra Silver Inc. reported for the Treasure Mountain Mine the reported grade is
850 grams silver per ton, 4.0 % lead and 5.0 % Zn. A cutoff grade of 500 grams
per ton equivalent silver was used. (Gov. of B.C. Ministry of Energy, Mines and
Petroleum Resources, MINFILE No. 092HSW016, Inventory Detail
Report)





Competition





We did
not compete directly with anyone for the exploration or removal of minerals from
our property.  Readily available commodities markets exist in Canada
and around the world for the sale of minerals.





With
respect to the Rohat 1 Claim, we would be subject to competition and unforeseen
limited sources of supplies in the industry in the event spot shortages would
arise for supplies such as dynamite, and certain equipment, such as bulldozers
and excavators, that would be needed to conduct exploration. If we were
unsuccessful in securing the products, equipment and services we need we would
have been required to suspend our exploration plans until we were able to do
so.





Bankruptcy
or Similar Proceedings





There has
been no bankruptcy, receivership or similar proceeding.





Reorganizations,
Purchase or Sale of Assets





On
September 13, 2008, John P. Hynes III entered into a Stock Purchase Agreement,
with Delara Hussaini and Angela Hussaini, pursuant to which Mr. Hynes acquired
from the sellers an aggregate of 4,000,000 shares of common stock of the
Company, collectively representing approximately 61.65% of the total issued and
outstanding shares of common stock of the Company.





Compliance
with Government Regulation





In
connection with the Rohat 1 Claim, we would have been required to comply with
all regulations, rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in Canada generally, and in British
Columbia specifically.




7




We would
have to sustain the cost of reclamation and environmental mediation for all
exploration and development work undertaken. The amount of these costs was not
known at this time as we did not know the extent of the exploration program that
would be undertaken.  Because there was no information on the size,
tenor, or quality of any resource or reserve, it was impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit was discovered.





If we
entered into production, the cost of complying with permit and regulatory
environmental laws would have been greater than in the exploration phases
because the impact on the project area would have been greater. Permits and
regulations would control all aspects of any production program if the project
continued to that stage because of the potential impact on the environment.
Examples of regulatory requirements include:





-
Water discharge will have to meet water standards;





-
Dust generation would have to be minimal or otherwise re-mediated;





-
Dumping of material on the surface would have to be re-contoured and
re-vegetated;





-
All material to be left on the surface would need to be assessed to ensure that
it is environmentally benign;





-
Groundwater would have to be monitored for any potential
contaminants;





-
The socio-economic impact of the project would have to be evaluated and if
deemed negative, would have to be re-mediated; and





-
There would have to be an impact report of the work on the local fauna and
flora.





Because
there would not be any appreciable disturbance to the land during the
exploration program on the Rohat 1 Claim, we would not have had to seek any
government approvals prior to conducting exploration.





Subsidiaries





We have
one subsidiary, Greenview Power, Inc. (“Greenview”), a corporation formed by the
Company on February 20, 2008 under the laws of the State of
Minnesota.





Greenview
is authorized to issue 10,000 shares of common stock, par value
$0.01.  We own 1,000 shares of Greenview’s common stock, representing
all of the issued and outstanding shares of Greenview.  We formed
Greenview as a vehicle to evaluate our entrance into the alternative energy
industry, in order to research, promote and invest in the use of renewable
energy sources.  Due to the intense focus on the elimination of
greenhouse gases from the use of alternative energy sources, management decided
to make an investment of time, money and capital into the exploration of the
industry.  It was the intent of the Company to evaluate various
industries including wind power, solar power, geothermal energy and
bio-fuels.





Since the
formation of Greenview, management has abandoned the concept of pursuing an
entrance into the alternative energy industry.  Greenview has been
inactive since its inception, and its corporate existence will not be
continued.  At the expiration of its initial annual term, the Company
will not take steps to renew its corporate status.





Patents
and Trademarks





We do not
own, either legally or beneficially, any patents or trademarks.





Employees
and Employment Agreements





At
present, we have no employees other than our President, who serves as our sole
officer and director, and who provides services on a consulting basis. There is
no employment agreement between the Company and our President.  We
anticipate that we will be conducting most of our business through agreement
with consultants and third parties.





Reports
to Security Holders





We
provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules for
a small business issuer under the Securities Exchange Act. We will file Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission (the
"SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.




8




Item
      1A
            RISK
      FACTORS





Risks
and Uncertainties





An
investment in our common stock involves a number of very significant risks.
During the period that we possessed the Rohat 1 Claim, the primary risk that we
faced was that the Rohat 1 Claim might not contain a commercially viable mineral
deposit, which would have a material effect on our ability to earn revenue and
income as we would not have been able to sell any minerals. In addition, you
should carefully consider the following known material risks and uncertainties
in addition to other information in this report in evaluating the Company and
its business.  Our business, operating results and financial condition
could be seriously harmed due to any of the following known material risks. The
risks described below are not the only ones facing our company. Additional risks
not presently known to us may also impair our business operations.





Risks
Related To Our Business





We
are an exploration stage company and never commenced exploration activities on
our Claim which was forfeited on September 8, 2008. We expect to incur operating
losses for the foreseeable future.





We never
commenced exploration on the Rohat 1 Claim, and our rights to the Rohat 1 Claim
were forfeited effective September 9, 2008.  Accordingly, we have no
way to evaluate the likelihood that our business will be successful. We were
incorporated on August 25, 2006 and until recently have been involved primarily
in organizational activities and the acquisition of the mineral claim. New
mineral exploration companies experience a high rate of failure.  The
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered.  With respect to
the Rohat 1 Claim, these potential problems included, but were not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that could exceed estimates. Prior to completion of any exploration
stage, we anticipated that we would incur increased operating expenses without
realizing any revenues. We expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues, we will not be able to earn profits or continue operations. There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.





Our
independent auditor has issued an audit opinion for Rohat Resources, Inc. which
includes a statement describing our going concern status. Our financial status
creates a doubt whether we will continue as a going concern.





As
described in Note 1 of our financial statements, our lack of operations and any
guaranteed sources of future capital create substantial doubt as to our ability
to continue as a going concern. If our business plan does not work, we could
remain as a start-up company with limited operations and revenues.





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





We have
not generated any revenue from operations to date.   Our business
plan calls for significant expenses in connection with seeking a different
direction for the Company in view of the forfeiture of our interest in the Rohat
1 Claim.





We may
not be able implement our business plan without obtaining additional financing.
If this financing is not available or obtainable, investors may lose a
substantial portion or all of their investment. If adequate funds are not
available to satisfy our immediate or intermediate capital requirements, we will
limit our operations significantly. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at all. The
most likely source of future funds presently available to us is through the sale
of additional shares of common stock, which could result in dilution to existing
stockholders.





Any
additional funding we arrange through the sale of our common stock will result
in dilution to existing shareholders.





We must
raise additional capital in order for our business plan to succeed. Our most
likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted, which dilution will negatively affect the value of
shares held by existing stockholders.





9




We
need to continue as a going concern if our business is to succeed.





Our
business condition, as indicated in our independent accountant's audit report,
raises substantial doubt as to whether we can continue as a going concern. To
date, we have completed only part of our business plan and we cannot assure you
that we will be able to generate enough revenue to achieve profitability. At
this time, we cannot predict with assurance the potential success of our
business.





The
costs to meet our reporting and other requirements as a public company subject
to the Securities Exchange Act of 1934 are substantial and may result in us
having insufficient funds to expand our business or even to meet routine
business obligations.





As a
public entity, our Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, and we incur ongoing expenses associated with
professional fees for accounting, legal and a host of other expenses for annual
reports and proxy statements. We estimate that these costs will range up to
$50,000 per year for the next few years and will be higher if our business
volume and activity increases but lower during the first year of being public
because our overall business volume will be lower, and we will not yet be
subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.
These obligations will reduce our ability and available resources to fund other
aspects of our business and may prevent us from meeting our normal business
obligations.





If
we are unable to retain the services of our President, we may not be able to
implement our business plan.





We depend
on the services of our President, John P. Hynes III, and our success depends on
the decisions made by Mr. Hynes. The loss of the services of Mr. Hynes could
have an adverse effect on our business, financial condition and results of
operations. There is no assurance that Mr. Hynes will not leave us or compete
against us in the future, as we presently have no employment agreement with him.
In such circumstance, we may have to recruit qualified personnel with
competitive compensation packages, equity participation and other benefits that
may affect the working capital available for our operations. Our failure to
attract additional qualified employees or to retain the services of Mr. Hynes
could have a material adverse effect on our operating results and financial
condition.





Because
our current officer and director has other business interests and currently
resides in New Jersey, he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our business to
fail.





Mr.
Hynes, sole officer and director of the Company, currently devotes approximately
five hours per week providing management services to us.  While he
presently possesses adequate time to attend to our interests, it is possible
that the demands on him from other obligations could increase, with the result
that he would no longer be able to devote sufficient time to the management of
our business. This could negatively impact our business
development.  Mr. Hynes currently resides in New Jersey while the
claim is located in British Columbia. This could severely impact his ability to
oversee the progress of any exploration program being carried out by Mr. Simmons
on the property. This could result in the program not being implemented properly
for the Company.






A
material weakness exists in the Company's structure as a result of the
concentration of ownership and management in one individual.




One
individual serves as the sole officer and director of the Company and also owns
61.65% of the common stock of the Company. The Company has no other employees.
There may exist a material weakness in the Company's structure as a result of
this concentration of ownership and management.




Risks
Relating To Our Common Stock





We
have the right to issue up to 10,000,000 shares of “blank check” preferred
stock, which may adversely affect the voting power of the holders of other of
our securities and may deter hostile takeovers or delay changes in management
control.





We may
issue up to 10,000,000 shares of our preferred stock from time to time in one or
more series, and with such rights, preferences and designations as our board of
directors may determine from time to time. To date, we have not issued any
shares of preferred stock. Our board of directors, without further approval of
our common stockholders, is authorized to fix the dividend rights and terms,
conversion rights, voting rights, redemption rights, liquidation preferences and
other rights and restrictions relating to any series of our preferred stock.
Issuances of additional shares of preferred stock, while providing flexibility
in connection with possible financings, acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of other of our securities and may, under certain circumstances, have
the effect of deterring hostile takeovers or delaying changes in management
control.





Mr.
Hynes, our sole executive officer and director, owns 61.65% of our common stock
and, as a result, he will continue to exercise significant control over our
operations, which means a minority stockholder would have no control over
certain matters requiring stockholder approval that could affect their ability
to ever resell any shares.





Mr.
Hynes, our sole executive officer and director, owns 61.65% of our common stock.
Due to the controlling amount of his share ownership, he has a significant
influence in determining the outcome of all corporate transactions, including
the election of directors, approval of significant corporate transactions,
changes in control of the Company or other matters.  His interests may
differ from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other stockholders.





10




Mr.
Hynes is our sole officer and director. He has, and will continue to have,
significant control over our corporate governance and operations.





Due to
Mr. Hynes’ position as sole officer and director, he has significant influence
in determining all corporate transactions and governance, including related
party transactions, executive compensation, oversight of accounting functions
and segregation of duties. His interests may differ from the interests of the
other stockholders and thus result in corporate decisions that are
disadvantageous to other stockholders.





Currently,
there is no public market for our securities, and we cannot assure you that any
public market will ever develop or that our common stock will be quoted for
trading and, even if quoted, it is likely to be subject to significant price
fluctuations.





Our
common stock is listed for quotation on the OTCBB.  However, it is not
actively traded. Even if a public market developed, there might not be enough
liquidity in such market to enable stockholders to sell their stock. If a public
market for our common stock does not develop, our stockholders might not be able
to re-sell the shares of our common stock, rendering their shares effectively
worthless and resulting in a complete loss of their investment.





In
addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for the common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. Until our common stock is fully distributed and an orderly
market develops in our common stock, if ever, the price at which it trades is
likely to fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for shares of our common stock,
developments affecting our business, including the impact of the factors
referred to elsewhere in these Risk Factors, investor perception of the Company,
and general economic and market conditions. No assurances can be given that an
orderly or liquid market will ever develop for the shares of our common
stock.





Because
we are subject to “penny stock” rules, the level of trading activity in our
stock may be reduced.





Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted on
NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the penny stock rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and our stockholders may find it difficult to sell their shares.





Item
      2
            PROPERTIES





We do not
currently own any property although we do own a mineral claim on certain
property as described in item 1. We are currently utilizing space at the office
of our president at 990 Cedar Bridge Avenue, Suite B7-211, Brick,
NJ  08723. The premises are provided to us on a rent-free basis. We
believe the current premises are sufficient for our needs at this
time.





We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.





Item
      3
            LEGAL
      PROCEEDINGS





We are
not currently involved in any legal proceedings, and we are not aware of any
pending or potential legal actions.





Item
      4
              SUBMISSIONOF
      MATTERS TO A VOTE OF SECURITY
HOLDERS





On
September 13, 2008, John P. Hynes III purchased from Delara Hussaini and Angela
Hussaini an aggregate of 4,000,000 shares of common stock of the Company,
collectively representing approximately 61.65% of the total issued and
outstanding shares of common stock of the Company.  Effective
September 13, 2008, Delara Hussaini resigned as President, Secretary, Treasurer
and Director of the Company and Angela Hussaini resigned as Director of the
Company.  Also effective September 13, 2008, John P. Hynes III, as the
holder of a majority of the issued and outstanding shares of the Company’s
common stock, elected John P. Hynes, III, as President, Secretary, Treasurer and
Director of the Company.




11




PART
II




Item
      5
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND
      ISSUER PURCHASES OF EQUITY
SECURITIES





Our
common stock is listed for quotation on the OTCBB.  However, it is not
actively traded.  The OTCBB is a regulated quotation service that
displays real-time quotes, last sale prices and volume information in
over-the-counter (OTC) securities. The OTCBB is not an issuer listing service,
market or exchange. Although the OTCBB does not have any listing requirements
per se, to be eligible for quotation on the OTCBB, issuers must remain current
in their filings with the SEC or applicable regulatory authority. Market Makers
are not permitted to begin quotation of a security whose issuer does not meet
this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that
time.





There is
no public market for our securities. There has been no public trading of our
securities, and, therefore, no high and low bid pricing. As of the date of this
report we have 28 shareholders of record. We have paid no cash dividends and
have no outstanding options.





Penny
Stock Rules





The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).





Purchasing
a penny stock which the ability to sell the stock. Our shares constitute penny
stock under the Securities and Exchange Act. The shares will remain penny stocks
for the foreseeable future. The classification of penny stock makes it more
difficult for a broker-dealer to sell the stock into a secondary market, which
makes it more difficult for a stockholder to liquidate his or her shares. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in the Company will be subject to Rules 15g-1 through 15g-10 of the
Securities and Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny
stock.





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document, which:





-    contains
a description of the nature and level of risk in the market for penny stock in
both public offerings and secondary trading;





-    contains
a description of the broker's or dealer's duties to the customer and of the
rights and remedies available to the customer with respect to a violation of
such duties or other requirements of the Securities Act of 1934, as
amended;





-    contains
a brief, clear, narrative description of a dealer market, including "bid" and
"ask" price for the penny stock and the significance of the spread between the
bid and ask price;





-    contains
a toll-free telephone number for inquiries on disciplinary actions;





-    defines
significant terms in the disclosure document or in the conduct of trading penny
stocks; and





-    contains
such other information and is in such form (including language, type, size and
format) as the Securities and Exchange Commission shall require by rule or
regulation;





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, to the customer:





-    the
bid and offer quotations for the penny stock;





-    the
compensation of the broker-dealer and its salesperson in the
transaction;





-    the
number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and





-    monthly
account statements showing the market value of each penny stock held in the
customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.




12




Transfer
Agent





Our
transfer agent is Empire Stock Transfer, 2470 St. Rose Parkway, Suite 304,
Henderson, NV  89074.





Item
      6
            SELECTED
      FINANCIAL DATA





Not
applicable.





Item
      7
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
      RESULTS OF OPERATIONS





Forward-Looking
Statements





This
Annual Report on Form 10-K contains forward-looking statements. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act. The words "believes," "anticipates," "plans," "seeks," "expects,"
"intends" and similar expressions identify some of the forward-looking
statements. Forward-looking statements are not guarantees of performance or
future results and involve risks, uncertainties and assumptions.  The
factors discussed elsewhere in this Form 10-K could also cause actual results to
differ materially from those indicated by the Company's forward-looking
statements. The Company undertakes no obligation to publicly update or revise
any forward-looking statements.





Results
of Operations





Revenue





We are
still in our exploration stage and have not generated any revenue.





Operating
Expenses





General
and administrative expenses were $31,729 for the year ended October 31, 2008, an
increase of $5,027 or 18.83% compared to operating expenses of $26,702 for the
year ended October 31, 2007.  General and administrative expenses are
comprised of professional fees, mineral property costs, transfer agent and
general administrative costs.





Our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.





Business
Operations Overview





Net
Income/Loss




Our net
loss was $31,729 for the year ended October 31, 2008 as compared to a net loss
of $26,702 for the year ended October 31, 2007. This loss was primarily due to
the increase in general and administrative expenses.





Liquidity
and Capital Resources





Our cash
in escrow at October 31, 2008 was $68, and outstanding liabilities were
$39,082.





Net cash
used in operating activities was $9,315 for the year ended October 31, 2008, and
net cash used in operating activities was $31,202 for the year ended October 31,
2007.




There was
no cash from financing activities for the years ended October 31, 2008 and
October 31, 2007 except for $7,399 and $2,410 borrowed from a related party in
the years ended October 31, 2008 and 2007, respectively.





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





13




Plan
of Operation





Our plan
of operation for the next 12 months is to explore the acquisition of an
operating business.  We will require additional funding in order to
proceed with any acquisition program.  We anticipate that additional
funding will be in the form of equity financing from the sale of our common
stock or from director loans. We do not have any arrangements in place for any
future equity financing or loans.





Item
      8
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





Report of Independent Registered
Public Accounting Firm





Balance Sheet





Statements of Operations





Statement of Changes in Stockholders’
Equity





Statement of Cash Flows





Notes to Financial
Statements




14
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Stockholders of
  Rohat
Resources, Inc.
  We have
audited the accompanying balance sheet of Rohat Resources, Inc. (An Exploration
Stage Company) as of October 31, 2008 and the related statements of operations,
stockholders’ deficiency and cash flows for the year then ended and for the
period from August 26, 2006 (inception) to October 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
  The
financial statements of the Company as of and for the year ended October 31,
2007 and for the period from August 26, 2006 (inception) to October 31, 2007
were audited by another independent registered public accounting firm whose
report dated November 2, 2007 expressed an unqualified opinion on those
statements and included an explanatory paragraph regarding the Company's ability
to continue as a going concern. The financial statements for the period from
August 26, 2006 (inception) to October 31, 2007 reflect a net loss of $26,702 of
the total inception to date net loss of $43,476. The predecessor auditors'
report has been furnished to us, and our opinion, insofar as it related to the
amounts included for such prior periods are based solely on the report of such
other auditors
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of October 31, 2008
and the results of its operations and its cash flows for the year ended and for
the period from August 26, 2006 (inception) to October 31, 2008 in conformity
with accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1, the Company has
incurred significant losses since its inception and has limited capital
resources. These conditions raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters
are also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
  
 /s/
Bernstein & Pinchuk LLP
 
 New York,
New York
 January
20, 2009




15
 
 Report of
Independent Registered Public Accounting Firm
 
 To the
Stockholders and Board of Directors of Rohat Resources, Inc:
 
 We have
audited the accompanying balance sheets of Rohat Resources, Inc. (An Exploration
Stage Company) as of October 31, 2007 and 2006 and the statements of operations,
stockholders’ deficit and cash flows for the year ended October 31, 2007, the
period from August 25, 2006 (Inception) to October 31, 2006 and the period from
August 25, 2006 (Inception) to October 31, 2007. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal controls over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as of October 31, 2007 and 2006 and the
results of its operations and its cash flows for the year ended October 31,
2007, the period from August 25, 2006 (Inception) to October 31, 2006 and the
period from August 25, 2006 (Inception) to October 31, 2007 in accordance with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has not generated revenues since inception, has incurred losses in
developing its business, and further losses are anticipated. The Company
requires additional funds to meet its obligations and the costs of its
operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in this regard are described in
Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 DALE
MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS
 
 November
2, 2007 Vancouver, Canada
  16




ROHAT
RESOURCES, INC.


(An
Exploration Stage Company)


Balance
Sheets





US$
                            October 31,2008
                          
                          
                          2007AssetsCurrent
      assetsCash
      and cash equivalents
                          
                          $
                          -
                          
                          
                          $
                          1,984Cash
      in escrow
                          
                          
                          68
                          
                          
                          
                          -Total
      current assets
                          
                          $
                          68
                          
                          
                          $
                          1,984Liabilities
      and Stockholders' DeficiencyCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                          
                          $
                          26,414
                          
                          
                          $
                          4,000Due
      to related parties
                          
                          
                          9,809
                          
                          
                          
                          2,410Total
      current liabilities
                          
                          
                          36,223
                          
                          
                          
                          6,410Stockholders'
      DeficiencyPreferred
      stock $0.001 par value 10,000,000 shares authorized; none
      issued
                          
                          
                          -
                          
                          
                          
                          -Common
      stock $0.001 par value; 100,000,000 sharesauthorized;
      6,487,500 shares issued and outstanding
                          
                          
                          6,488
                          
                          
                          
                          6,488Additional
      paid-in-capital
                          
                          
                          32,562
                          
                          
                          
                          32,562Deficit
      accumulated during exploration stage
                          
                          
                          (75,205
                          )
                          
                          
                          (43,476
                          )(39,014
                          )
                          
                          
                          (4,426
                          )Total
      stockholders' deficiency
                          
                          $
                          68
                          
                          
                          $
                          1,984
  See notes to
financial statements
  17




ROHAT RESOURCES INC.


(An
Exploration Stage Company)


Statements
of Operations





US$For
      the PeriodYear
      ended
                                
                                
                                August
      25, 2006October
      31,
                                
                                
                                (Inception)2008
                                
                                
                                2007
                                
                                
                                through
      October 31, 2008Revenues
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Cost
      of sales
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Gross
      margin
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Operating
      Expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -General
      & administrative expenses
                                
                                
                                31,729
                                
                                
                                
                                26,702
                                
                                
                                
                                75,205Loss
      before income tax expense
                                
                                
                                (31,729
                                )
                                
                                
                                (26,702
                                )
                                
                                
                                (75,205
                                )Income
      tax expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      loss
                                
                                $
                                (31,729
                                )
                                
                                $
                                (26,702
                                )
                                
                                $
                                (75,205
                                )Loss
      per share basic and diluted
                                
                                
                                (0.01
                                )
                                
                                
                                (0.01
                                )
                                
                                
                                (0.01
                                )Weighted
      average number of common shares
    outstandingbasic
      and diluted
                                
                                
                                6,487,500
                                
                                
                                
                                6,487,500




See
notes to financial statements
 18
 ROHAT
RESOURCES, INC.


(An
Exploration Stage Company)


Statements
of Changes in Stockholders’ Equity (Deficiency)


October
31, 2008, 2007 and 2006





US$DeficitAdditional
                                            
                                            
                                            Accumulated
                                            
                                            
                                            TotalCommon
      Stock
                                            
                                            
                                            Paid-in
                                            
                                            
                                            During
                                            
                                            
                                            Stockholders'Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            Exploration
      Stage
                                            
                                            
                                            EquitySeptember
      6,  2006 stock issued for cash 4,000,000
                                            
                                            
                                            4,000,000
                                            
                                            
                                            $
                                            4,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            $
                                            4,000September
      20, 2006 stock issued for cash
                                            
                                            
                                            485,000
                                            
                                            
                                            $
                                            485
                                            
                                            
                                            $
                                            1,940
                                            
                                            
                                            
                                            
                                            
                                            $
                                            2,425September
      27, 2006 stock issued for cash
                                            
                                            
                                            1,687,500
                                            
                                            
                                            $
                                            1,688
                                            
                                            
                                            $
                                            15,187
                                            
                                            
                                            
                                            
                                            
                                            $
                                            16,875October  27,    2006
      stock issued for cash
                                            
                                            
                                            315,000
                                            
                                            
                                            $
                                            315
                                            
                                            
                                            $
                                            15,435
                                            
                                            
                                            
                                            
                                            
                                            $
                                            15,750Net
      loss
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (16,774
                                            )
                                            
                                            
                                            (16,774
                                            )Balance
      October 31, 2006
                                            
                                            
                                            6,487,500
                                            
                                            
                                            $
                                            6,488
                                            
                                            
                                            $
                                            32,562
                                            
                                            
                                            $
                                            (16,774
                                            )
                                            
                                            $
                                            22,276Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (26,702
                                            )
                                            
                                            
                                            (26,702
                                            )Balance
      October 31, 2007
                                            
                                            
                                            6,487,500
                                            
                                            
                                            $
                                            6,488
                                            
                                            
                                            $
                                            32,562
                                            
                                            
                                            $
                                            (43,476
                                            )
                                            
                                            $
                                            (4,426
                                            )Net
      loss
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (31,729
                                            )
                                            
                                            
                                            (31,729
                                            )Balance
      October 31, 2008
                                            
                                            
                                            6,487,500
                                            
                                            
                                            $
                                            6,488
                                            
                                            
                                            $
                                            32,562
                                            
                                            
                                            $
                                            (75,205
                                            )
                                            
                                            $
                                            (36,155
                                            )




See
notes to financial statements




19




ROHAT
RESOURCES, INC.


(An
Exploration Stage Company)


Statement
of Cash Flows





US$PeriodYear
      ended
                                      
                                      
                                      August
      25, 2006October
      31,
                                      
                                      
                                      (Inception)2008
                                      
                                      
                                      2007
                                      
                                      
                                      through
      October 31, 2008Cash
      Flows  from Operating ActivitiesNet
      loss
                                      
                                      
                                      (31,729
                                      )
                                      
                                      
                                      (26,702
                                      )
                                      
                                      $
                                      (75,205
                                      )Adjustments
      to reconcile net loss to net cash used
      in operating activitiesChanges
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
                                      
                                      
                                      22,414
                                      
                                      
                                      
                                      (4,500
                                      )
                                      
                                      
                                      26,414Net
      cash used in operating activities
                                      
                                      
                                      (9,315
                                      )
                                      
                                      
                                      (31,202
                                      )
                                      
                                      
                                      (48,791
                                      )Cash
      Flow from Investing ActivitiesNet
      cash used in investing activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash
      Flows from Financing ActivitiesLoans
      from related party
                                      
                                      
                                      7,399
                                      
                                      
                                      
                                      2,410
                                      
                                      
                                      
                                      9,809Proceeds
      from sale of common stock
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      39,050Net
      cash provided by financing activities
                                      
                                      
                                      7,399
                                      
                                      
                                      
                                      2,410
                                      
                                      
                                      
                                      48,859Net
      increase(decrease) in cash and  cash equivalents
                                      
                                      
                                      (1,916
                                      )
                                      
                                      
                                      (28,792
                                      )
                                      
                                      
                                      68Cash
      and cash equivalents at beginning of period
                                      
                                      
                                      1,984
                                      
                                      
                                      
                                      30,776
                                      
                                      
                                      
                                      -Cash
      in escrow at end of period
                                      
                                      $
                                      68
                                      
                                      
                                      $
                                      1,984
                                      
                                      
                                      $
                                      68Supplemental Disclosures of Cash Flow
      InformationCash
      paid during the year for:Interest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Income
      Taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -


See
notes to financial statements
  20
  Rohat
Resources Inc.
 (An
Exploration Stage Company)
 Notes to
Financial Statements
 (Stated
in U.S. Dollars)





1.
            Nature
      and Continuance of Operations





Rohat
Resources Inc., (“the Company”) was incorporated under the laws of the State of
Nevada on August 25, 2006.  The Company is an exploration stage
company. The Company acquired a 100% interest in a claim on a mineral property
located in the New Westminster, Similkameen, Mining Division of British
Columbia, Canada and paid approximately $1,500 to keep the claim in good
standing through September 8, 2008.  The Company did not determine
whether this property contained reserves that are economically recoverable and
never conducted any exploration of the site. In order to keep our claim in good
standing through September 8, 2009, we would have been required to either
perform exploration work in the amount of approximately $1,410 or pay the same
amount to the Province in lieu of the work. We opted to neither proceed with the
exploration work nor pay the fee to the Province in lieu of performing the
exploration work. Accordingly, our rights to the claim expired as of September
8, 2008.





Our plan
of operation for the next 12 months is to explore the acquisition of an
operating business.





The
Company’s tax reporting year end is October 31.





These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated deficit of
$75,205 as of October 31, 2008 and further losses are anticipated in the
development of its business raising substantial doubt about the Company’s
ability to continue as a going concern.  The ability to continue as a
going concern is dependent upon the Company acquiring a business and generating
profitable operations in the future and/or to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with loans from directors and or
private placement of common stock.





2.
            Summary
      of Significant Accounting Policies





Basis of
Presentation





The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America. All
amounts are presented in U.S. dollars.





Exploration Stage
Company





The
Company complies with the Financial Accounting Standards Board Statement No.7
and it’s characterization of the Company as an exploration stage
enterprise.





Mineral
Interests





Mineral
property acquisition, exploration and development costs are expensed as incurred
until such time as economic reserves are quantified.  The Company
never established any proven or probable reserves on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143
“Accounting for Asset Retirement Obligations” which establishes standards for
the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment, or other disposal of long –lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets.





Use of Estimates and
Assumptions





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the
period.  Actual results could differ from those
estimates.





21





Foreign Currency
Translation





The
financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52 “Foreign
Currency Translation,” foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date.  Non monetary assets
and liabilities are translated at the exchange rates prevailing on the
transaction date.  Revenue and expenses are translated at average
rates of exchange during the year.  Gains or losses resulting from
foreign currency transactions are included in results of
operations.





Fair Value of Financial
Instruments





The
carrying value of cash and accounts payable and accrued liabilities approximates
their fair value because of the short maturity of these
instruments.  Unless otherwise noted, it is management’s opinion the
Company is not exposed to significant interest currency or credit risks arising
from these financial instruments.





Environment
Costs





Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probably, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company’s commitments to
plan of action based on the then known facts.





Income
Taxes





The
Company follows the accrual method of accounting for income
taxes.  Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences).  The effect on the deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.


At
October 31, 2008 a full deferred tax asset valuation allowance has been provided
and no deferred tax asset has been recorded.





Basic and Diluted Loss Per
Share





The
Company computes loss per share in accordance with SFAS No. 128. “Earnings per
Share”, which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period.  Diluted loss
per share gives effect to all dilutive potential common shares outstanding
during the period.  Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive.





The
Company has no potential dilutive instruments and, accordingly, basic loss and
diluted loss per share are equal.





Stock based
Compensation





In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payments,” which
replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
APB Opinion No. 25, “Accounting for Stock Issued to Employees.”  In
January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment,” which provides
supplemental implementation guidance for SFAS No.
123R    SFAS No. 123R requires all share based payments to
employees , including grants of employee stock options, to be recognized in the
financial statements based on the grant date fair value of the
award.  SFAS No. 123R was to be effective for interim or annual
reporting periods beginning on or after June 15, 2005, but in April 2005, the
SEC issued a rule that will permit most registrants to implement SFAS No. 123R
at the beginning of their next fiscal year, instead of the next reporting period
as required by SFAS No. 123R.  The pro-forma disclosures previously
permitted under SFAS No. 123R no longer will be an alternative to financial
statement recognition.  Under SFAS No. 123R, the Company must
determine the appropriate fair value model to be used for valuing share-based
payments, the amortization method for compensation costs and the transition
method to be used at date of adoption.





The
transition methods include prospective and retroactive adoption
options.  Under the retroactive options, prior periods may be restated
either as of the beginning of the year of adoption or for all periods
presented.  The prospective method requires that compensation expense
be recorded for all unvested stock options and restricted stock at the beginning
of the first quarter of adoption of SFAS No. 123R, while the retroactive methods
would record compensation expense for all unvested stock options and restricted
stock beginning with the first period restated.  The Company adopted
the modified prospective approach of SFAS No 123R for the period ended October
31, 2008.  The Company did not record any compensation expense for the
period ended October 31, 2008 because there were no stock options outstanding
prior to, or at October 31, 2008.





22





Recent Accounting
Pronouncements





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.


In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB.’S amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a non-controlling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting non-controlling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquired; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.




23




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





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





As new
accounting pronouncements are issued, the Company will adopt those that are
applicable under the circumstances.





3.
Common Stock Transactions





The total
number of common shares authorized that may be issued by the Company is
100,000,000 shares and 10,000,000 preferred shares each with a par value of
$.001 per share. No other class of shares is authorized.





On
September 6, 2006, the Company issued 4,000,000 shares of common stock to the
Directors, for total cash proceeds of $4,000.





On
September 20, 2006, the Company issued 485,000 shares of common stock to private
investors for total proceeds of $2,425.





On
September 27, 2006, the Company issued 1,687,500 shares of common stock to
private investors for total proceeds of $16,875.





On
October 27, 2006, the Company issued 315,000 shares of common stock to private
investors for total proceeds of $15,750.





At
October 31, 2008, there were no shares of preferred stock, stock options or
warrants issued.





4. Mineral Interests





On
September 8, 2006, our President, Delara Hussaini, staked a claim on behalf of
the Company, whereby acquiring a 100% interest in one mining claim of
approximately 357.2 hectares located in the New Westminster Similkameen Mining
Division approximately 140 kilometers east of Vancouver and 23 kilometers east-
northeast of Hope, British Columbia, Canada. The claim was held in trust by the
President of the Company for the benefit of the Company. The Company forfeited
the claim as of September 8, 2008.





5.
Income Taxes





As of
October 31, 2008, the Company had a net operating loss carry forwards of
approximately $75,205 that may be available to reduce future years’ taxable
income through 2028.  Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance of approximately $75,205 for the deferred tax
asset relating to this tax loss carry forward.





6. Related Party
Transactions





On August
18, 2008 Delara Hussaini issued a check for $68 to herself, in order to close
out the bank account.





On
September 13, 2008 she gave these funds to John P. Hynes III who is holding this
cash in escrow on behalf of the Company. As of October 31, 2008 the Company has
not yet opened a new bank account.





On
September 13, 2008, Delara Hussaini and Angela Hussaini sold their aggregate
holdings of 4,000,000 shares of common stock (Delara 3,700,000 and Angela
300,000), to John P. Hynes III. This represented 61.5% of the total of issued
and outstanding shares of the Company.





24





Consequently,
effective September 13, 2008 Delara Hussaini resigned as President, Secretary,
Treasurer and Director of the Company.  Angela Hussaini resigned as
Director of the Company.





Effective
September 13, 2008, John P. Hynes III, as the holder of the majority of the
issued and outstanding shares of the Company, appointed himself as President,
Secretary, Treasurer and  sole Director of the Company.





John P.
Hynes III may in the future, become involved in other business opportunities as
they may become available, thus he may face a conflict in selecting between the
Company and his other business opportunities. The Company has not formulated a
policy for the resolution of such a conflict.





As of
October 31, 2008, there are outstanding accounts payable to third parties
totaling $26,414 and amounts due to related parties of $9,809.





25





Item 9
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
      AND FINANCIAL DISCLOSURE





None.





Item
      9A
            CONTROLS
      AND PROCEDURES





As of the
end of the period covered by this Annual Report, our sole officer and director
performed an evaluation of the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
Based on the evaluation and the identification of the material weaknesses in
internal control over financial reporting described below, our sole officer and
director concluded that, as of October 31, 2008, the Company's disclosure
controls and procedures were not effective.





Management's
Report on Internal Control over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act.  Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with
GAAP.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.  Also,
projection of any evaluation of effectiveness to future periods is subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.





Our sole
officer and director has conducted an assessment of our internal control over
financial reporting as of October 31, 2008.  Management's assessment
of internal control over financial reporting was conducted using the criteria in
Internal  Control  over  Financial  Reporting  -  Guidance  for  Smaller  Public
Companies  issued by the Committee of
Sponsoring  Organizations  of the Treadway Commission
("COSO").





A
material weakness is a deficiency, or a combination of deficiencies, in
internal  control  over  financial  reporting,  such
that there is a  reasonable possibility  that a
material  misstatement  of
the  Company's  annual or interim
financial  statements  will not be prevented or detected on
a timely  basis.  In connection
with  management's  assessment of our internal control over
financial reporting as required  under Section 404 of
the  Sarbanes-Oxley  Act of 2002, we
identified  the  following  material  weaknesses  in
our  internal  control over financial reporting as of
October 31, 2008:





1.   The
Company has not established adequate financial reporting monitoring activities
to mitigate the risk of management override, specifically because there are no
employees and only one officer and director with management functions and
therefore there is lack of segregation of duties. However, although our controls
are not effective, these significant weaknesses did not result in any material
misstatements in our financial statements.





2.   In
addition, there is insufficient oversight of accounting principles
implementation and insufficient oversight of external audit
functions.





3.   There
is a strong reliance on the external auditors to review and adjust the annual
and quarterly financial statements, to monitor new accounting principles, and to
ensure compliance with GAAP and SEC disclosure requirements.





4.   There
is a strong reliance on the external attorneys to review and edit the annual and
quarterly filings and to ensure compliance with SEC disclosure
requirements.





Because
of the material weaknesses noted above, management has concluded that we did not
maintain effective internal control over financial reporting as of October 31,
2008, based on Internal Control over Financial Reporting - Guidance for Smaller
Public Companies issued by COSO.





Remediation
of Material Weaknesses in Internal Control over Financial Reporting





As a
small business, without a viable business and revenues, the Company does not
have the resources to install a dedicated staff with deep expertise in all
facets of SEC disclosure and GAAP compliance.  As is the case with
many small businesses, the Company will continue to work with its external
auditors and attorneys as it relates to new accounting principles and changes to
SEC disclosure requirements. The Company has found that this approach worked
well in the past and believes it to be the most cost effective solution
available for the foreseeable future.




26




The
Company will conduct a review of existing sign-off and review procedures as well
as document control protocols for critical accounting
spreadsheets.  The Company will also increase management's review of
key financial documents and records.





As a
small business, the Company does not have the resources to fund sufficient staff
to ensure a complete segregation of responsibilities within the accounting
function.  However, Company management does review, and will increase
the review of, financial statements on a monthly basis, and the Company's
external auditor conducts reviews on a quarterly basis.  These
actions, in addition to the improvements identified above, will minimize any
risk of a potential material misstatement occurring.





This
Annual Report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Company's registered  public  accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management's
report in this annual report.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during
the  fourth  quarter  ended  October
31,  2008
that  materially  affected,  or are
reasonably  likely to materially  affect,  our
internal  control over  financial reporting.




PART
III





Item
      10
            DIRECTORS
      AND EXECUTIVE OFFICERS





The
officer and director of the Company, whose one year term will expire on
September 13, 2009, or at such a time as his successor shall be elected and
qualified is as follows:





Name
      and Address
                        
                        Age
                        
                        Position
                        
                        Date
      Elected
                        
                        Term
      ExpiresJohn
      P. Hynes III
                          990
      Cedar Bridge Avenue
                          Suite
      B7-211
                          Brick,
      NJ  08723
                        
                        42
                        
                        President,
      Secretary,
                          Treasurer
      and Director
                        
                        September
      13, 2008
                        
                        September
      13, 2008





Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.





John P.
Hynes III currently devotes five hours per week to Company matters. If we
receive additional funding or if circumstances warrant, Mr. Hynes intends to
devote as much time as is necessary to manage the affairs of the
Company.





Our
officer and director has not been the subject of any order, judgment, or decree
of any court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limiting him from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any
securities.





Our
officer and director has not been convicted in any criminal proceeding
(excluding traffic violations) and is not the subject of a criminal proceeding
which is currently pending.





Resume





John P.
Hynes III has been President, Secretary, Treasurer and sole director of the
Company since September 13, 2008 when Mr. Hynes purchased from Delara Hussaini
and Angela Hussaini 4,000,000 shares of the Company’s common stock, representing
approximately 61.65% of the total issued and outstanding shares of the Company’s
common stock.  Mr. Hynes has a Bachelors of Arts Degree in Political
Science from the Richard Stockton College of New Jersey, Pomona N.J. He has been
an independent business consultant for the past six years. His experiences
include working with management of privately held companies to maximize growth
as well as general corporate matters. Mr. Hynes also has experience in various
industries including Government, Finance, Debt Restructuring, Sales and
Marketing. Most recently he was involved with marketing and sales for a year
round indoor Baseball Training facility in New Jersey.





27





Code
of Ethics





We do not
currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and
employees.





Item
      11
            EXECUTIVE
      COMPENSATION





The
following summary compensation table sets out details of compensation paid to
(a) our principal executive officer; (b) each of our two most highly compensated
executive officers who served as executive officers during the fiscal year ended
October 31, 2008; and (c) up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the fiscal year ended October 31,
2008, except that no disclosure is provided for any named executive officer,
other than our principal executive officer, whose total compensation did not
exceed $100,000 for the fiscal year ended October 31, 2008:





Summary Compensation
      TableName
      and Principal Position
                                                                                          
                                                                                          Year
                                                                                          
                                                                                          Salary
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Bonus
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Stock
                                                                                            Awards
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Option
                                                                                            Awards
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Non-
                                                                                            Equity
                                                                                            Incentive
                                                                                            Plan
                                                                                            Compen-
                                                                                            sation
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Change
      in
                                                                                            Pension
                                                                                            Value
      and
                                                                                            Nonqualified
                                                                                            Deferred
                                                                                            Compen-
                                                                                            sation
                                                                                            Earnings
                                                                                            $
                                                                                          
                                                                                          
                                                                                          All
                                                                                            Other
                                                                                            Compen-
                                                                                            sation
                                                                                            $
                                                                                          
                                                                                          
                                                                                          Totals
                                                                                            $John
      P. Hynes III
                                                                                            President,
      Secretary Treasurer and Director (9/13/2008 – 10/31/2008)
                                                                                          
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0Delara
      Hussaini
                                                                                            President,
      Secretary, Treasurer and Director (11/1/2007 – 9/13/2008)
                                                                                          
                                                                                          2008
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0





We have
not entered into any employment agreement or consulting agreement with our
current directors and executive officers. There are no arrangements or plans in
which we provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may receive stock
options at the discretion of our board of directors in the future. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our board of
directors from time to time. We have no plans or arrangements in respect of
remuneration received or that may be received by our executive officers to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control.





Outstanding
Equity Awards at Fiscal Year-End





As at
October 31, 2008, we had not adopted any equity compensation plan and no stock,
options, or other equity securities were awarded to our executive
officers.





Aggregated
Options Exercised in the Year Ended October 31, 2008 and Year End Option
Values





There
were no stock options exercised during the year ended October 31,
2008.





Repricing
of Options/SARS





We did
not reprice any options previously granted during the year ended October 31,
2008.





28





Director
Compensation





Directors
of our Company may be paid for their expenses incurred in attending each meeting
of the directors. In addition to expenses, directors may be paid a sum for
attending each meeting of the directors or may receive a stated salary as
director. No payment precludes any director from serving our Company in any
other capacity and being compensated for such service. Members of special or
standing committees may be allowed similar reimbursement and compensation for
attending committee meetings. During the year ended October 31, 2008, we did not
pay any compensation or grant any stock options to our directors.





Item
      12
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND
      MANAGEMENT AND RELATED STOCKHOLDER
  MATTERS





The
following table sets forth, as of October 31, 2008, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers.  Each person
has sole voting and investment power with respect to the shares of common
stock.  Beneficial ownership consists of a direct interest in the
shares of common stock, except as otherwise indicated.





Name
      and Address of Beneficial Owner
                                        
                                        Amount of Beneficial Ownership
                                        
                                        
                                        Percentage
      of Class1John
      P. Hynes III
                                          990
      Cedar Bridge Avenue
                                          Suite
      B7-211
                                          Brick,
      NJ  08723
                                        
                                        
                                        4,000,000
                                        
                                        
                                        
                                        61.65
                                        %All
      Officers and Directors as a group
                                        
                                        
                                        4,000,000
                                        
                                        
                                        
                                        61.65
                                        %





1Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares.  Certain shares
may be deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares).  In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is
provided.  In computing the percentage ownership of any person, the
amount of shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason of these
acquisition rights.  As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the person’s
actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on October 31, 2008.  As of October 31,
2008, there were 6,487,500 shares of our Company’s common stock issued and
outstanding.





Equity
Plan Compensation Information





Our
Company does not currently have a stock option plan or other form of equity
plan.





Item
      13
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





Except as
described below, no director, executive officer, principal shareholder holding
at least 5% of our common stock, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction,
during the year ended October 31, 2008, in which the amount involved in the
transaction exceeded or exceeds the lesser of $50,000 or one percent of the
average of our total assets at the year end from November 1, 2007 to October 31,
2008:





1.           On
August 18, 2008 Delara Hussaini issued check number 0017 for $68 to herself in
order  to close out the Bank of Montreal account number 0004
4617-052.





2.           On
September 13, 2008 Delara Hussaini gave $68 to John P. Hynes III who is holding
this cash in escrow on behalf of the Company. As of October 31, 2008 the Company
has not yet opened a new bank account.





3.           On
September 13, 2008, Delara Hussaini and Angela Hussaini sold their aggregate
holdings of 4,000,000 shares of common stock (Delara 3,700,000 and Angela
300,000), to John P. Hynes III. This represented 61.5% of the total of issued
and outstanding shares of the Company.  Consequently, effective
September 13, 2008 Delara Hussaini resigned as President, Secretary, Treasurer
and Director of the Company.  Angela Hussaini resigned as Director of
the Company.  Effective September 13, 2008, John P. Hynes III, as the
holder of the majority of the issued and outstanding shares of the Company,
appointed himself as President, Secretary, Treasurer and sole Director of the
Company.





4.           John
P. Hynes III may in the future, become involved in other business opportunities
as they may become available, thus he may face a conflict in selecting between
the Company and his other business opportunities. The Company has not formulated
a policy for the resolution of such a conflict.





29





5.           As
of October 31, 2008, there are outstanding accounts payable to third parties
totaling $29,273 and due to related parties $9,809.





Corporate
Governance





We
currently act with a single director, John P. Hynes III.  Mr. Hynes is
not independent as defined in Item 7(d)(3)(iv) of Schedule 14A under the
Exchange Act.





We do not
have a standing audit, compensation or nominating committee, but our entire
board of directors acts in such capacities.  We believe that our board
of directors is capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial
reporting.  The board of directors of our Company does not believe
that it is necessary to have a standing audit, compensation or nominating
committee because we believe that the functions of such committees can be
adequately performed by the board of directors.  In addition, we
believe that retaining one or more directors who would qualify as independent in
accordance with Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
revenues from operations to date.





Item
      14
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES





The total
fees charged to the Company for audit services is estimated to be $8,500 for
other audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended October 31, 2008.




PART
IV




Item
      15
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES





Exhibits
required by Item 601 of Regulation S-K:





No.
                
                Description3.1
                
                Articles
      of Incorporation of the Company13.2
                
                Bylaws
      of the Company121
                
                List
      of Subsidiaries31
                
                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232
                
                Certification
      of President and Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200299.1
                
                Report
      on the U. S. Rambler Project dated September 15, 20061




1Incorporated
herein by reference from the Company’s Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on December 14,
2006.





30




SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





ROHAT RESOURCES, INC.(Registrant)Date:  January
      29, 2009
                          /s/
      John P. Hynes IIIJohn
      P. Hynes IIIPresident
      and Chief Executive
Officer




31