**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended July 31, 2008





 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ______________ to ______________





**Commission
      File Number 333-1399326**





**ROHAT
      RESOURCES, INC.**


*(Name
      of small business issuer in its charter)*





**NEVADA**
            
            **20-5913810***(State
                or other jurisdiction of incorporation*
              *or
                organization)*
            
            *(IRS
                Identification No.)*





2025
      Graveley Street


Vancouver,
      British Columbia, Canada, V5L 3B6


*(Address
      of principal executive offices)*





(604)
      408-1710


( *Issuer’s
      telephone number)*





Indicate
      by check mark whether the registrant 91) 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.


x Yes    ̈ No


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





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


(Do
      not
      check if a smaller reporting company)





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


x  Yes     ̈  No


APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:


Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distributions of securities under a plan confirmed
      by
      a court.       ̈ Yes    ̈ No   x N/A




APPLICABLE
      TO CORPORATE ISSUERS:





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





Class –
      Common Stock, 6,487,500 shares outstanding as of July 31, 2008.








**ROHAT
      RESOURCES, INC.**


INDEX
      TO
      FORM 10-Q





Page
                No.**Part
                I**
            **FINANCIAL
                INFORMATION**
            3Item
                1
            Financial
                Statements
            3Balance
                Sheets
            3Statements
                of Operations
            4Statements
                of Cash Flows
            5Note
                to Financial Statements
            6Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            7Item
                3
            Quantitative
                and Qualitative Disclosures about Market Risk
            9Item
                4
            Controls
                and Procedures
            99**Part
                II**
            **OTHER
                INFORMATION**
            9Item
                1
            Legal
                Proceedings
            9Item
                1A
            Risk
                Factors
            9Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            13Item
                3
            Defaults
                Upon Senior Securities
            13Item
                4
            Submission
                of Matters to a Vote of Security Holders
            13Item
                5
            Other
                Information
            13Item
                6
            Exhibits
            13Signatures
            14EX-31.1
            Section
                302 Certification of CEOEX-32.1
            Section
                906 Certification of CEO




2





**PART
      I.**  **FINANCIAL
      INFORMATION**





**Item
      1**  **Financial
      Statements.**





Rohat
      Resource, Inc


(An
      Exploration Stage Company)


Balance
      Sheets








July
                31,
              2008
            
            October
                31,
              2007(Unaudited)ASSETSCurrent
                AssetsCash
            
            $
            68
            
            $
            1,984Total
                Current Assets
            
            $
            68
            
            $
            1,984LIABILITIES
                AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
                LiabilitiesAccounts
                payable and accrued liabilities
            
            $
            26,773
            
            $
            4,000Due
                to related parties
            
            
            9,809
            
            
            2,410Total
                Current Liabilities
            
            
            36,582
            
            
            6,410STOCKHOLDERS’
                DEFICIENCYPreferred
                stock, $0.001 par value; authorized 10,000,000 shares, none
                issued
            
            
            -
            
            
            -Common
                stock, $0.001 par value, authorized 100,000,000 shares;6,487,500
                shares issued and outstanding
            
            
            6,488
            
            
            6,488Additional
                Paid-In Capital
            
            
            32,562
            
            
            32,562Deficit
                Accumulated During the Exploration Stage
            
            
            (75,564
            )
            
            (43,476
            )(36,514
            )
            
            (4,426
            )$
            68
            
            $
            1,984




See
      Note
      to Financial Statements


3




Rohat
      Resource, Inc


(An
      Exploration Stage Company)


Statements
      of Operations


(Unaudited)







Cumulative fromperiod August 25,Three months ended July 31
              
              Nine months ended July31
              
              2006 (inception) toJuly 312008
              
              2007
              
              2008
              
              2007
              
              2008**EXPENSES**Filing
                  fees and transfer agent
              
              $
              3,738
              
              $
              -
              
              $
              4,236
              
              $
              3,625
              
              $
              8,762General
                  administrative
              
              
              19
              
              
              20
              
              
              286
              
              
              127
              
              
              646Incorporation
                  cost
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              715Mineral
                  property cost
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,354Professional
                  fees
              
              
              6,633
              
              
              5,594
              
              
              27,566
              
              
              16,462
              
              
              59,087**NET
                  LOSS**
              
              $
              10,390
              
              $
              5,614
              
              $
              32,088
              
              $
              20,214
              
              $
              75,564**LOSS
                  PER SHARE - BASIC AND DILUTED**
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00**WEIGHTED
                  AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED**
              
              
              6,487,500
              
              
              6,487,500
              
              
              6,487,500
              
              
              6,487,500




See
      Note
      to Financial Statements


4




Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Statements
      of Cash Flows


(Unaudited)







Cumulative fromperiod August 25,Nine months ended July 31
            
            2006 (inception) toJuly 312008
            
            2007
            
            2008**Operating
                Activities**Net
                Loss
            
            $
            (32,088
            )
            $
            (20,214
            )
            $
            (75,564
            )Changes
                in operating assets and liabilitiesAccounts
                payable and accrued liabilities
            
            
            22,773
            
            
            (7,500
            )
            
            26,773Due
                to related party
            
            
            7,399
            
            
            0
            
            
            9,809**Net
                Cash Used in Operating Activities**
            
            
            (1,916
            )
            
            (27,714
            )
            
            (38,982
            )**Financing
                Activities**Proceeds
                on sale of common shares
            
            
            -
            
            
            -
            
            
            39,050**Net
                Cash Provided by Operating Activities**
            
            
            -
            
            
            -
            
            
            39,050Increase
                (decrease) in cash
            
            
            (1,916
            )
            
            (27,714
            )
            
            68Cash
                at beginning of period
            
            
            1,984
            
            
            30,776
            
            
            -**Cash
                at end of period**
            
            $
            68
            
            $
            3,062
            
            $
            68**Supplemental
                disclosures of cash flows information:****Interest
                paid**
            
            $
            -
            
            $
            -
            
            $
            -**Income
                taxes paid**
            
            $
            -
            
            $
            -
            
            $
            -




See
      Note
      to Financial Statements


5




Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Note
      to
      the Financial Statements


July
      31,
      2008


(Unaudited)





Note
      1.
      Basis of Presentation





*Unaudited
      Interim Financial Statements*




The
      accompanying unaudited interim financial statements have been prepared in
      accordance with United States generally accepted accounting principles for
      interim financial information and with the instructions to Form 10-Q of
      Regulation S-K. They may not include all information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements. However, except as disclosed herein, there have
      been no material changes in the information disclosed in the notes to the
      financial statements for the year ended October 31, 2007 included in the
      Company’s Registration Statement on Form 10-KSB filed with the Securities and
      Exchange Commission. The interim unaudited financial statements should be read
      in conjunction with those financial statements included in the Annual Report
      on
      Form 10-KSB. In the opinion of management, all adjustments considered necessary
      for a fair presentation, consisting solely of normal recurring adjustments,
      have
      been made. Operating results for the nine months ended July 31, 2008 are not
      necessarily indicative of the results that may be expected for the year ending
      October 31, 2008.


6






**Item
              2.**
            **Management's
                Discussion and Analysis.**





**Forward
      Looking Statements**




The
      information in this report contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
      These forward-looking statements involve risks and uncertainties, including
      statements regarding the Company’s capital needs, business strategy and
      expectations. Any statements contained herein that are not statements of
      historical facts may be deemed to be forward-looking statements. In some cases,
      you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue,” the negative of such terms or
      other comparable terminology. Actual events or results may differ materially.
      In
      evaluating these statements, you should consider various factors, including
      the
      risks outlined from time to time, in other reports we file with the Securities
      and Exchange Commission (the “SEC”). These factors may cause our actual results
      to differ materially from any forward-looking statement. We disclaim any
      obligation to publicly update these statements, or disclose any difference
      between its actual results and those reflected in these statements. The
      information constitutes forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995.





**Business:
      About Our Claims and Our Company**




We
      were
      incorporated on August 25, 2006 in the state of Nevada. We are engaged in the
      business of mineral property exploration. Our President, Delara Hussaini, staked
      a claim on our behalf (the “Rohat 1 Claim”) whereby we acquired a 100% interest
      in a map-staked claim covering 357.2 hectares (882.6 acres). 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. The U.S. Rambler
      Project currently is our sole exploration target. To date, we have not conducted
      any exploration on our sole exploration target. To keep the claims in good
      standing, we paid $1,510, and the claims are now in good standing until
      September 8, 2008. In order to keep the claims in good standing, we must perform
      and record exploration work of approximately $1,400 by September 8, 2009 or
      pay
      the equivalent amount to the Province in lieu of performing the exploration
      work.





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




Our
      principal offices are located at 2025 Graveley Street, Vancouver, British
      Columbia, Canada, V5L 3B6. Our telephone number is (604) 408-1710





**Plan
      of Operation**




The
      following is a discussion and analysis of our plan of operation for the next
      year ended October 31, 2008, and the factors that could affect our future
      financial condition and plan of operation. Please see our “Note on Forward
      Looking Statements” and “Risk Factors” for a list of our risk
      factors.





**Financial
      Status and Liquidity**





As
      at
      July 31, 2008, we had a cash balance of $68. Our original budget was anticipated
      to cover Phase One. However, it has become apparent that we do not currently
      have sufficient funds to complete Phase One.





During
      the three months ended July 31, 2008, our Company incurred the following
      expenses:




Expenditure
            
            Purpose
            
            AmountProfessional
                fees
            
            Legal
              and accounting fees
            
            $
            6,633General
                administrative
            
            
            
            
            19Total
            
            
            
            $
            6,652




7





We
      do not
      anticipate generating any revenue for the foreseeable future. When additional
      funds become required, the additional funding will come from equity financing
      from the sale of our common stock or sale of part of our interest in our mineral
      claims. If we are successful in completing an equity financing, existing
      shareholders will experience dilution of their interest in our company.





We
      do not
      have any financing arranged and we cannot provide investors with any assurance
      that we will be able to raise sufficient funding from the sale of our common
      stock to fund Phase One or Phase Two. In the absence of such financing, our
      business will fail.





Based
      on
      the nature of our business, we anticipate incurring operating losses in the
      foreseeable future. We base this expectation, in part, on the fact that very
      few
      mineral claims in the exploration stage ultimately develop into producing,
      profitable mines. Our future financial results are also uncertain due to a
      number of factors, some of which are outside our control. These factors include,
      but are not limited to:





·
            our
                ability to raise additional
                funding;


·
            the
                results of our proposed exploration programs on the mineral property;
                and


·
            our
                ability to find joint venture partners for the development of our
                property
                interests





Due
      to
      our lack of operating history and present inability to generate revenues, our
      auditors have stated their opinion that there currently exists a substantial
      doubt about our ability to continue as a going concern. Even if we complete
      our
      current exploration program, and it is successful in identifying a mineral
      deposit, we will have to spend substantial funds on further drilling and
      engineering studies before we will know if we have a commercially viable mineral
      deposit or reserve.




**Accounting
      and Audit Plan**





Our
      independent auditor is expected to charge approximately $2,500 to review our
      quarterly financial statements and approximately $10,000 to audit our annual
      financial statements. We expect transfer agent and EDGAR filing fees to amount
      to an aggregate of $1,000. In the next twelve months, our management anticipates
      spending approximately $20,000.





**Legal
      Expense Plan**





In
      the
      next twelve months, our management anticipates spending approximately $7,500
      on
      corporate legal services.




**Off-Balance
      Sheet Arrangements**




As
      of
      July 31, 2008, our company had no off-balance sheet arrangements, including
      any
      outstanding derivative financial statements, off-balance sheet guarantees,
      interest rate swap transactions or foreign currency contracts. Our company
      does
      not engage in trading activities involving non-exchange traded
      contracts.




**Employees**




We
      currently have no employees, and we do not expect to hire any employees in
      the
      foreseeable future. We presently conduct our business through agreements with
      consultants and arms-length third parties.




**Going
      Concern**




Due
      to
      the uncertainty of our ability to meet our current operating and capital
      expenses, in the report on the annual financial statements for the year ended
      October 31, 2007, our independent auditors included an explanatory paragraph
      regarding concerns about our ability to continue as a going
      concern.




8




**Item
              3**
            **Quantitative
                and Qualitative Disclosures about Market Risk**





Our
      Company is exposed to a variety of market risks, including changes in interest
      rates affecting the return on its cash and cash equivalents and short-term
      investments and fluctuations in foreign currency exchange rates; but due to
      our
      present financial situation, we are not extensively exposed.





**Item
              4.**
            **Controls
                and Procedures**





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





Additionally,
      there were no significant changes in our internal controls or in other factors
      that could significantly affect these controls subsequent to the evaluation
      date. We have not identified any significant deficiencies or material weaknesses
      in our internal controls, and therefore there were no corrective actions
      taken.




**PART
              II**
            **OTHER
                INFORMATION**




**Item
              1**
            **Legal
                Proceedings**




We
      know
      of no material, active or pending legal proceedings against our company, nor
      are
      we involved as a plaintiff in any material proceeding or pending litigation.
      There are no proceedings in which any of our directors, officers or affiliates,
      or any registered or beneficial shareholder, is an adverse party or has a
      material interest adverse to our interest.





**Item
              1A**
            **Risks
                Factors**





**Risks
      and Uncertainties**





An
      investment in our common stock involves a number of very significant risks.
      The
      primary risk that we face over the long term is that the Rohat 1 Claim may
      not
      contain a commercially viable mineral deposit, which will have a material effect
      on our ability to earn revenue and income as we will not be 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 before purchasing shares of our
      common stock. 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**





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





Our
      business plan calls for ongoing expenses in connection with the exploration
      of
      the Rohat 1 Claim. We have not generated any revenue from operations to date.
      In
      addition, we will not receive any funds from this offering.





At
      July
      31 **,** 2008, we
      had cash on hand of $68 and amounts owing to third parties totaling $26,773.
      Our
      business plan calls for significant expenses in connection with the exploration
      of the Rohat 1 Claim. We do not have sufficient funds to conduct the recommended
      exploration program on the claim, which is estimated to cost $19,800. If
      successful in obtaining financing and if the first phase of the exploration
      program is successful, we will need additional funds to complete the next phase
      program. Even after completing these two phases, we will not know if we have
      a
      commercially viable mineral deposit.




9




We
      may
      not be able to 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
      shareholders.





***Because
      we have not yet commenced business operations, it makes evaluating our business
      difficult*** **.**





We
      were
      incorporated on August 25, 2006 and to date have been involved primarily in
      organizational activities. We have not earned revenues and have incurred total
      losses of $75,564 **** from
      our
      incorporation to July 31, 2008.





Accordingly,
      you cannot evaluate our business or our future prospects, due to our lack of
      operating history. To date, our business development activities have consisted
      solely of organizational activities. Potential investors should be aware of
      the
      difficulties normally encountered by development stage companies and the high
      rate of failure of such enterprises. In addition, there is no guarantee that
      we
      will commence business operations. Even if we do commence operations, at
      present, we do not know when.





Furthermore,
      prior to completion of our exploration stage, we anticipate that we will incur
      increased operating expenses without realizing any revenues. We therefore expect
      to incur significant losses into the foreseeable future. We recognize that
      if we
      are unable to generate significant revenues from development of the Rohat 1
      Claim and any production of minerals from the claim, we will not be able to
      earn
      profits or continue operations.





***Very
      few mineral properties are ultimately developed into producing
      mines*** **.**





The
      business of exploration for minerals and mining involves a high degree of risk.
      Few properties that are explored are ultimately developed into producing mines.
      At present, the Rohat 1 Claim has no known body of commercial mineralization.
      Most exploration projects do not result in the discovery of commercially
      mineable deposits of mineralization.





Substantial
      expenditures are required for the Company to establish mineralization reserves
      through drilling, to develop metallurgical processes, to extract the metal
      from
      the ore and, in the case of new properties, to develop the mining and processing
      facilities and infrastructure at any site chosen for mining.





Although
      substantial benefits may be derived from the discovery of a major mineral
      deposit, we cannot assure you that the Company will discover minerals in
      sufficient quantities to justify commercial operations or that it can obtain
      the
      funds required for development on a timely basis. The economics of developing
      precious and base metal mineral properties is affected by many factors including
      the cost of operations, variations in the grade of ore mined, fluctuations
      in
      metal markets, costs of processing equipment and other factors such as
      government regulations, including regulations relating to royalties, allowable
      production, importing and exporting of minerals and environmental protection.





***As
      we undertake exploration of the Rohat 1 Claim, we will be subject to certain
      government regulations, which may increase the anticipated time and cost of
      our
      exploration program.***




There
      are
      several governmental regulations that materially restrict the exploration of
      minerals. We will be subject to the mining laws and regulations as contained
      in
      the Mineral Tenure Act of the Province of British Columbia as we carry out
      our
      exploration program.





We
      may be
      required to obtain licenses, work permits, post bonds and perform remediation
      work for any physical disturbance to the land in order to comply with these
      regulations. While our planned exploration program budgets for regulatory
      compliance, there is a risk that new regulations could increase our time and
      costs of doing business and prevent us from carrying out our exploration
      program.




10




In
      addition, our operations may be subject to environmental regulations promulgated
      by government agencies from time to time. Environmental legislation provides
      for
      restrictions and prohibitions on spills, and release or emissions of various
      substances produced in association with certain mining industry operations,
      such
      as seepage from tailings disposal areas, which would result in environmental
      pollution. A breach of such legislation may result in the imposition of fines
      and penalties. Furthermore, certain types of operations require the submission
      and approval of environmental impact assessments. Environmental legislation
      is
      evolving in a manner which means that standards, enforcement, fines and
      penalties for non-compliance are more stringent. Environmental assessments
      of
      proposed projects carry a heightened degree of responsibility for the Company
      and its directors, officers and consultants. The cost of compliance with changes
      in governmental regulations has a potential to reduce the profitability of
      our
      operations. We do not maintain environmental liability insurance.





***If
      we fail to make required payments or expenditures, we could lose title to the
      Rohat 1 Claim.***





The
      Rohat
      1 Claim has an expiry date of September 8, 2008, and in order to maintain the
      tenures in good standing it will be necessary for us to coordinate an agent
      to
      perform and record valid exploration work with value of CDN $4 per hectare
      in
      anniversary years 1, 2, and 3, and CDN $8 per hectare in subsequent years or
      pay
      the equivalent sum to the Province of British Columbia in lieu of work. Failure
      to perform and record valid exploration work or pay the equivalent sum to the
      Province of British Columbia on the anniversary dates will result in forfeiture
      of title to the Rohat 1 Claim.





***Management
      has only limited experience in resource exploration*** **.**





The
      Company’s management, while experienced in business operations, has only limited
      experience in resource exploration. None of the directors or officers of the
      Company have any significant technical training or experience in resource
      exploration or mining. The Company relies on the opinions of consulting
      geologists that it retains from time to time for specific exploration projects
      or property reviews. As a result of management’s inexperience, there is a higher
      risk of the Company being unable to complete its business plan.





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





Our
      business condition, as indicated in our independent registered public accounting
      firm report for the fiscal year ending October 31, 2007, 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. Our
      financial statements do not include any adjustments that may result from the
      outcome of this uncertainty.





***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, Delara Hussaini, and our success depends
      on
      the decisions made by Ms. Hussaini. The loss of the services of Ms. Hussaini
      could have an adverse effect on our business, financial condition and results
      of
      operations. There is no assurance that Ms. Hussaini will not leave us or compete
      against us in the future, as we presently have no employment agreement with
      her.
      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 Ms. Hussaini
      could have a material adverse effect on our operating results and financial
      condition.




***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
      an investor's shares.




11




***We
      may be exposed to potential risks resulting from new requirements under Section
      404 of the Sarbanes-Oxley Act of 2002*** **.**





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002, we were required,
      beginning with our fiscal year ending October 31, 2007, to include in our annual
      report our assessment of the effectiveness of our internal control over
      financial reporting as of the end of fiscal 2007. Furthermore, our independent
      registered public accounting firm was required to attest to whether our
      assessment of the effectiveness of our internal control over financial reporting
      was fairly stated in all material respects and separately report on whether
      it
      believes we maintained, in all material respects, effective internal control
      over financial reporting as of October 31, 2007. We incurred additional expenses
      and diversion of management's time as a result of performing the system and
      process evaluation, testing and remediation required in order to comply with
      the
      management certification and auditor attestation requirements.





We
      do not
      have a sufficient number of employees to segregate responsibilities and may
      be
      unable to afford increasing our staff or engaging outside consultants or
      professionals to overcome our lack of employees. During the course of our
      ongoing testing, we may identify other deficiencies that we may not be able
      to
      remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for
      compliance with the requirements of Section 404. In addition, if we fail to
      achieve and maintain the adequacy of our internal controls, as such standards
      are modified, supplemented or amended from time to time, we may not be able
      to
      ensure that we can conclude on an ongoing basis that we have effective internal
      controls over financial reporting in accordance with Section 404 of the
      Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those
      related to revenue recognition, are necessary for us to produce reliable
      financial reports and are important to help prevent financial fraud. If we
      cannot provide reliable financial reports or prevent fraud, our business and
      operating results could be harmed, investors could lose confidence in our
      reported financial information, and the trading price of our common stock,
      if a
      market ever develops, could drop significantly.




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





Since
      becoming a public entity, subject to the reporting requirements of the
      Securities Exchange Act of 1934, we have incurred 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. These obligations will reduce our ability and
      resources to fund other aspects of our business and may prevent us from meeting
      our normal business obligations.





**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.





***Because
      our President owns 57.03% of our outstanding common stock, she will make and
      control corporate decisions that may be disadvantageous to minority
      shareholders.***





Delara
      Hussaini, our President and Director, owns approximately 57.03% of the
      outstanding shares of our common stock. Accordingly, she will have significant
      influence in determining the outcome of all corporate transactions or other
      matters, including the election of directors, mergers, consolidations and the
      sale of all or substantially all of our assets, and a change in control. The
      interests of Ms. Hussaini may differ from the interests of the other
      stockholders and thus result in corporate decisions that are disadvantageous
      to
      other shareholders.




12




***Currently,
      there is no public market for our securities, and we cannot assure you that
      any
      public market will ever develop and it is likely to be subject to significant
      price fluctuations.***





Currently,
      our stock is listed on the OTCBB. However, our shares may never be traded on
      the
      OTCBB, or, if traded, a public market may not materialize. Even if we are
      successful in developing a public market, there may not be enough liquidity
      in
      such market to enable shareholders to sell their stock.





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 will be subject to “penny stock” rules once our shares are quoted on the
      OTCBB, 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 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 investors in our common stock may find it difficult
      to
      sell their shares.




**Item
              2**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**




Not
      applicable




**Item
              3**
            **Defaults
                Upon Senior Securities**




Not
      applicable




**Item
              4**
            **Submission
                of Matter to a Vote of Securities
                Holders**




Not
      applicable




**Item
              5**
            **Other
                information**




Not
      applicable




**Item
              6**
            **Exhibits**




The
      following exhibits, except for the exhibits marked with an asterisk, and
      required to be filed hereunder, are incorporated herein by reference and can
      be
      found in their entirety in our original From 10-SB Registration Statement,
      filed
      on the SEC website at www.sec.gov :




13





**Exhibit**
              **Number**
            
            **Description
                of Exhibit**3.1
            
            Articles
                of Incorporation(*)3.2
            
            Bylaws(*)31.1
            
            Certification
                of President filed pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002.32.1
            
            Certification
                of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act, the
      Registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**ROHAT
                RESOURCES, INC.**Date**:
                September 12, 2008**By:
                /s/ Delara HussainiDelara
                HussainiPrincipal
                Executive OfficerPrincipal
                Financial Officer and Director




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