**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**






**FORM
      10-QSB**






(X)
      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934




For
      the
      quarterly period ended January 31, 2007






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


SECURITIES
      EXCHANGE ACT




For
      the
      transition period from ______________ to ______________






**Registration
      Number 333-1399326**






**ROHAT
      RESOURCES, INC.**


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




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




2025
      Graveley Street


Vancouver,
      British Columbia, Canada, V5L 3B6


*(Address
      of principal executive offices)*






(604)
      408-1710


( *Issuer’s
      telephone number)*






N/A


*(Issuer’s
      former address)*




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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  No X




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




6,487,500
      shares of issuer’s common stock, $0.001 par value, were outstanding at April 5,
      2007. Issuer has no other class of common equity.




Transitional
      Small Business Disclosure Format (Check One) Yes  No X









**PART
      I. FINANCIAL INFORMATION**




**Item
      1. Financial Statements.**





**Rohat
      Resources, Inc.**


(An
      Exploration Stage Company)





Financial
      Statements





January
      31, 2007









IndexBalance
                Sheets
            F-1Statements
                of Operations
            F-2Statements
                of Cash Flows
            F-3Notes
                to the Financial Statements
            F-4








2


Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Balance
      Sheets





January
                31,
              2007
              $
            
            October
                31,
              2006
              $(Unaudited)
            
            (Audited)**ASSETS**Current
                AssetsCash
            
            
            25,803
            
            
            30,77625,803
            
            
            30,776**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****LIABILITIES**Current
                LiabilitiesAccounts
                payables and accrued liabilities
            
            
            12,628
            
            
            8,50012,628
            
            
            8,500**STOCKHOLDERS’
                EQUITY**Common
                StockAuthorized:
              100,000,000
                common shares authorized, with a $0.001 par value
              10,000,000
                preferred shares authorized, with a $0.001 par value
              
              Issued:
              
              6,487,500
                common shares issued and outstanding (October 31,
                2006-6,487,500)
            
            
            6,488
            
            
            6,488Additional
                Paid-In Capital
            
            
            32,562
            
            
            32,562Deficit
                Accumulated During the Exploration Stage
            
            
            (25,875
            )
            
            (16,774
            )13,175
            
            
            22,27625,803
            
            
            30,776






The
        accompanying notes are an integral part of these financial
        statements.




F-1


Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Statements
      of Operations


(Unaudited)





For
                the
              Three
                Months
              Ended
              January
                31,
              2007
              $
            
            Period
                from
              August
                25, 2006
              (Inception)
              to
                January 31,
              2007
              $ExpensesIncorporation
                costs
            
            
            -
            
            
            715Mineral
                interest expenses
            
            
            -
            
            
            4,844Professional
                fees
            
            
            8,000
            
            
            19,000General
                administrative
            
            
            83
            
            
            298Net
                loss
            
            
            9,101
            
            
            25,875Basic
                and Diluted Net loss per Share
            
            
            (0.00
            )Weighted
                Average Shares Outstanding
            
            
            6,487,500
            
            
            6,487,500






The
        accompanying notes are an integral part of these financial
        statements.


F-2


Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Statements
      of Cash Flows


(Unaudited)





For
                the
              Three
                Months
              Ended
              January
                31,
              2007
              $
            
            Period
                from
              August
                25, 2006
              (Inception)
              to
                January 31,
              2007
              $**Cash
                Flows From Operating Activities**Net
                loss
            
            
            (9,101
            )
            
            (25,875
            )Change
                in operating assets and liabilities:Accounts
                payable and accrued liabilities
            
            
            4,128
            
            
            12,628Net
                Cash Used In Operations
            
            
            (4,973
            )
            
            (13,247
            )**Cash
                Flows From Financing Activities**Proceeds
                on issuance of common stock
            
            
            -
            
            
            39,050**Increase
                (Decrease) in Cash**
            
            
            (4,973
            )
            
            25,803**Cash
                - Beginning**
            
            
            30,776
            
            
            -**Cash
                - Ending**
            
            
            25,803
            
            
            25,903**Supplemental
                cash flow disclosure**Cash
                paid for:Interest
            
            
            -
            
            
            -Income
                taxes
            
            
            -
            
            
            -




The
        accompanying notes are an integral part of these financial
        statements.
  F-3
  Rohat
      Resources, Inc.


(An
      Exploration Stage Company)


Notes
      to
      the Financial Statements


January
      31, 2007






(Unaudited)




Note
      1.  Nature
      and Continuance of Operations




Rohat
      Resources, Inc. (“the Company”) was incorporated in the State of Nevada on
      August 25, 2006. The Company is an Exploration Stage Company, as defined by
      Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and
      Reporting by Development Stage Enterprises.” The Company’s principal business is
      the acquisition and exploration of mineral resources.




Going
      concern




These
      financial statements have been prepared on a going concern basis, which implies
      the Company will continue to realize its assets and discharge its liabilities
      in
      the normal course of business. The Company has never generated revenues since
      inception or generate earnings in the immediate or foreseeable future. The
      continuation of the Company as a going concern is dependent upon the continued
      financial support from its shareholders, the ability of the Company to obtain
      necessary equity financing to continue operations, confirmation of the Company’s
      interests in the underlying mineral interest, and the attainment of profitable
      operations. As at January 31, 2007, the Company has accumulated losses of
      $25,875 since inception .
      These
      factors raise substantial doubt regarding the Company’s ability to continue as a
      going concern. These financial statements do not include any adjustments to
      the
      recoverability and classification of recorded asset amounts and classification
      of liabilities that might be necessary should the Company be unable to continue
      as a going concern. Management intends to finance operating costs over the
      next
      twelve months with existing cash on hand and loans from directors and/or private
      placement of common stock.




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-QSB of
      Regulation S-B. They may not include all information and footnotes required
      by
      United States generally accepted accounting principles 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 period ended October 31, 2006 included in the Company’s Registration
      Statement on Form SB-2 filed with the Securities and Exchange Commission. The
      interim unaudited financial statements should be read in conjunction with those
      financial statements included in the Registration Statement on Form SB-2. 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 three months ended January 31, 2007 are not
      necessarily indicative of the results that may be expected for the year ending
      October 31, 2007.




Note
      2.  Mineral
      Interest




The
      Company has staked one mineral claim known as the Rohat 1 Property, located
      in
      the New Westminster, Similkameen Mining Division of British Columbia, Canada.
      The claim is currently held in held in trust by the president of the Company
      for
      the benefit of the Company. Upon request by the Company, the title will be
      transferred to the Company. To January 31, 2007 the Company has incurred $4,844
      of mineral interest expenses.





F-4




**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**




**Plan
      of Operation**




**About
      Our Claim and the Company**




Our
      mineral claim
      (the “Rohat 1 Claim”) is in New Westminster, Similkameen Mining Division in
      the Province
      of British Columbia, Canada. The project is called the “U.S. Rambler Project.”
It is in good standing until September 8, 2007 and has been assigned tenure
      number 540763 by the Province of British Columbia (the “Province”). The Rohat 1
      Claim covers an area of 357 hectares. In order to keep the Rohat 1 Claim in
      good
      standing, we must 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.




**Exploration
      Plan**




Our
      initial plan as described in our SB-2 Registration Statement, which was first
      filed with the SEC on December 14, 2006, calls for performing exploration work
      on the Rohat 1 Claim in two phases. Phase One is estimated to cost approximately
      $19,800. We plan to commence the Phase One in May 2007, subject to the
      availability of a professional geologist/mining engineer. However, due to
      competitive exploration conditions in British Columbia, we may have difficulty
      locating an available prospecting team and exploration and the program may
      get
      delayed. Although no assurances can be given, we plan to acquire a company
      incorporated in British Columbia for approximately $300 and transfer the Rohat
      1
      Claim to such subsidiary. We then plan to raise money for the Phase One work
      through the subsidiary. This type of financing is tax-effective for Canadian
      residents.




We
      anticipate that we will be able to conduct our Phase One exploration on our
      claims during the 2007 exploration season, which runs from May to October 2007.
      If we are able to locate an available prospecting team during the 2007
      exploration season, a two-person field crew will drive onto our claims and
      will
      stay for a period of eight days. During this period the crew will generally
      survey the claims seeking any outcroppings and locating streams. The crew will
      take approximately 20 rock samples and 100 soil samples. All samples will be
      bagged and tagged for location, date and time for later analysis. If Phase
      One
      occurs during 2007, the samples obtained during this phase will be analyzed
      at a
      laboratory and we will review the results in the winter of 2007. We will engage
      our consulting geologist to interpret the results of Phase One. If we are able
      to identify favorable rock formations and structures with elevated metal values
      we will plan and conduct a second phase of exploration (“Phase
      Two”).




If
      the
      Phase Two exploration plan were to proceed, our consulting geologist has
      indicated that we should budget approximately $57,600 and it would be conducted
      in the 2008 exploration season, which runs from May to October 2008. A geologist
      and technologist will conduct a magnetometer survey and trenching program over
      20 days.




**Financial
      Status**




As
      at
      January 31, 2007, we had a cash balance of $25,803. Our original budget was
      anticipated to cover Phase One. However, it has become apparent that we
      currently do not have sufficient funds to complete Phase One. Although no
      assurances can be given, we plan to raise additional funds starting in May
      2007
      through a Canadian subsidiary as discussed above.




3




We
      do not
      anticipate generating any revenue for the foreseeable future. Should we require
      additional funds, the additional funding will come from equity financing from
      the sale of our common stock or sale of part of our interest in the Rohat 1
      Claim. If we are successful in completing an equity financing, existing
      shareholders will experience dilution of their interest in the Company. We
      currently 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 $1,500 to review our
      quarterly financial statements and approximately $5,000 to audit our annual
      financial statements. In the next twelve months, management anticipates spending
      approximately $15,000.




**Legal
      Expense Plan**




Management
      expects to incur legal costs of approximately $2,000 per quarter to support
      three quarterly 10-QSB filings and $6,000 to support one annual 10-KSB filing.
      In the next twelve months, management anticipates spending approximately
      $12,000.




**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.






4




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




Our
      current operating funds are not sufficient to complete Phase One of the
      exploration work on the Rohat 1 Claim. We will need to obtain additional
      financing in order to complete our business plan. Although no assurances can
      be
      given, we plan to raise additional funds starting in May 2007 through a Canadian
      subsidiary as discussed above under “Exploration Plan.”




We
      do not
      anticipate generating any revenue for the foreseeable future. Should we require
      additional funds, the additional funding will come from equity financing from
      the sale of our common stock or sale of part of our interest in the Rohat 1
      Claim. If we are successful in completing an equity financing, existing
      shareholders will experience dilution of their interest in the Company. We
      currently 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. Even if we are able to fund and complete
      Phase One and Phase Two, there can be no assurance that we will have a
      commercially viable mineral deposit.




***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, 2007, and in order to maintain the
      tenure 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.




***Because
      we have not yet commenced business operations, it makes evaluating our business
      difficult and we face a high risk of business
      failure.***





We
      were
      incorporated on August 25, 2006 and to date have been involved primarily in
      organizational activities. We have not earned revenues as of the date of this
      Report and have incurred total losses of $25,875 from our incorporation to
      January 31, 2007 (unaudited). Accordingly, you cannot evaluate our business
      or
      our future prospects due to our lack of operating history. Even if we do
      commence operations, at present, we do not know when such operations will
      commence. In addition, we can provide no assurance to investors that we will
      generate any operating revenues or ever achieve profitable
      operations.





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 U.S. Rambler
      Project and any production of minerals from the Rohat 1 Claim, we will not
      be
      able to earn profits or continue operations.





***If
      we do not find a joint venture partner for the continued development of the
      U.S.
      Rambler Project, we may not be able to advance exploration
      work*** **.**




If
      the
      results of Phase One and Phase Two are successful, we may try to enter a joint
      venture agreement with a partner for the further exploration and possible
      production on the Rohat 1 Claim. We would face competition from other junior
      mineral resource exploration companies who have properties that they deem to
      be
      attractive in terms of potential return and investment cost. In addition, if
      we
      entered into a joint venture agreement, we would likely assign a percentage
      of
      our interest in the mineral claims to the joint venture partner. If we are
      unable to enter into a joint venture agreement with a partner, our business
      may
      fail.






5




***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.





Substantial
      capital expenditures are required for us 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 we will discover minerals in sufficient
      quantities to justify commercial operations or that we 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.




***Estimates
      of proven and probable reserves are uncertain and most exploration projects
      do
      not result in the discovery of commercially mineable deposits of
      mineralization.***





Estimates
      of proven and probable reserves are subject to considerable uncertainty. Such
      estimates are, to a large extent, based on interpretations of geologic data
      obtained from drill holes and other sampling techniques. Mineral producers
      use
      feasibility studies to derive estimates of cash operating costs based upon
      anticipated tonnage and grades of ore to be mined and processed, the predicted
      configuration of the ore body, expected recovery rates of metals from the ore,
      comparable facility, equipment, and operating costs, and other factors. Actual
      cash operating costs and economic returns on projects may differ significantly
      from original estimates. Further, it may take many years from the initial phase
      of drilling before production is possible and, during that time, the economic
      feasibility of exploiting a discovery may change. At present, the Rohat 1 Claim
      has no known body of commercial mineralization.





***Because
      our management has only limited experience in the mineral exploration business,
      we may be prone to errors and this could cause our business to
      fail*** **.**




Our
      management, while experienced in business operations, has only limited
      experience operating an exploration or a mining company. We rely on the opinions
      of consulting geologists that we retain from time to time for specific
      exploration projects or property reviews. With no direct training or experience
      in these areas, our management may not be fully aware of the many specific
      requirements related to working in this industry and may not take into account
      standard engineering or managerial approaches that mineral exploration companies
      commonly use. As a result of management's inexperience, there is a higher risk
      of us being unable to complete our business plan.




***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.





6




***Mineral
      exploration involves a high degree of risk against which we are not
      currently insured*** **.**





Unusual
      or unexpected rock formations, formation pressures, fires, power outages, labour
      disruptions, flooding, cave-ins, landslides and the inability to obtain suitable
      or adequate machinery, equipment or labour are risks involved in the operation
      of mines and the conduct of exploration programs. We have relied on and
      will continue to rely upon consultants and others for exploration
      expertise.





It
      is not
      always possible to fully insure against such risks and we may decide not to
      take
      out insurance against such risks as a result of high premiums or other reasons.
      Should such liabilities arise, they could reduce or eliminate any future
      profitability and result in increasing costs and a decline in the value
      of our shares. We do not currently maintain insurance against
      environmental risks relating to the Rohat 1 Claim.





***Because
      access to the Rohat 1 Claim is often restricted by inclement weather, we may
      be
      delayed in our exploration and any future mining
      efforts*** **.**




Access
      to
      our mineral claims is restricted to the period between May 15 and October 1
      of
      each year due to snow in the area. As a result, any attempts to visit, test,
      or
      explore the property are largely limited to these few months of the year when
      weather permits such activities. These limitations can result in significant
      delays in exploration efforts, as well as mining and production in the event
      that commercial amounts of minerals are found. Such delays can result in our
      inability to meet deadlines for exploration expenditures as defined by the
      Province of British Columbia. If we cannot meet deadlines, our business may
      fail.




***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.




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.





7




***If
      we do not obtain clear title to the Rohat 1 Claim, our business may
      fail*** **.**




Under
      British Columbia law, title to British Columbia mineral claims can only be
      held
      by individuals or British Columbia corporations. Since we are a Nevada
      corporation we are not legally allowed to hold claims in British Columbia.
      Accordingly, the Rohat 1 Claim is being held in trust for us by our President
      as
      she is an individual. If we confirm economically viable deposits of gold on
      the
      Rohat 1 Claim, we will incorporate a British Columbia subsidiary to hold title
      such claim and our President will transfer the Rohat 1 Claim to the subsidiary.
      Until we can confirm viable gold deposits, our President is holding the Rohat
      1
      Claim in trust for us by means of a trust agreement. However, there could be
      situations such as the death of our President that could prevent us from
      obtaining clear title to such claim. If we are unable to obtain clear title
      to
      the Rohat 1 Claim, our business will likely fail and you will lose your entire
      investment.




***Because
      market factors in the mining business are out of our control, we may not be
      able
      to market any minerals that may be found*** **.**




The
      mining industry, in general, is intensely competitive and we can provide no
      assurance to investors even if minerals are discovered that a ready market
      will
      exist from the sale of any ore found. Numerous factors beyond our control may
      affect the marketability of metals. These factors include market fluctuations,
      the proximity and capacity of natural resource markets and processing equipment,
      government regulations, including regulations relating to prices, taxes,
      royalties, land tenure, land use, importing and exporting of minerals and
      environmental protection. The exact effect of these factors cannot be accurately
      predicted, but the combination of these factors may result in our not receiving
      an adequate return on invested capital.




***Because
      we hold all of our cash reserves in United States dollars, we may experience
      weakened purchasing power in Canadian dollar terms and may not be able to afford
      to conduct our planned exploration program*** **.**




We
      hold
      all of our cash reserves in United States dollars. Due to foreign exchange
      rate
      fluctuations, the value of these United States dollar reserves can result in
      both translation gains and losses in Canadian dollar terms. If there was to
      be a
      significant decline in the US dollar versus the Canadian Dollar, our US dollar
      purchasing power in Canadian dollars would also significantly decline. If a
      there was a significant decline in the US dollar we would not be able to afford
      to conduct our planned exploration program. We have not entered into derivative
      instruments to offset the impact of foreign exchange fluctuations.




***Because
      our auditors have expressed substantial doubt about our ability to continue
      as a
      going concern, we may find it difficult to obtain additional
      financing*** **.**




The
      accompanying financial statements have been prepared assuming that we will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      we were recently incorporated on August 25, 2006, and we do not have a history
      of earnings, and as a result, our auditors have expressed substantial doubt
      about our ability to continue as a going concern. Continued operations are
      dependent on our ability to complete equity or debt financings or generate
      profitable operations. Such financings may not be available or may not be
      available on reasonable terms. 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 or other qualified
      personnel, 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. We have not entered into an employment agreement with Ms. Hussaini;
      therefore there are no restrictions on her ability to leave our employ and
      compete against us in the future. In addition to Ms. Hussaini, we will
      need to recruit other qualified personnel, particularly individuals with
      specialized mining and engineering experience, if we are to achieve the
      objectives in our business plan. 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.





8




***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 will be required,
      beginning with our fiscal year ending October 31, 2008, to include in our annual
      report our assessment of the effectiveness of our internal control over
      financial reporting as of the end of fiscal 2008. Furthermore, our independent
      registered public accounting firm will be required to attest to whether our
      assessment of the effectiveness of our internal control over financial reporting
      is fairly stated in all material respects and separately report on whether
      it
      believes we have maintained, in all material respects, effective internal
      control over financial reporting as of the end of fiscal 2009. We have not
      yet
      completed our assessment of the effectiveness of our internal control over
      financial reporting. We expect to incur 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
      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*** **.**





As
      a
      public entity, we are subject to the reporting requirements of the Securities
      Exchange Act of 1934, therefore, we will 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.





9


***It
      may be difficult to enforce judgments or bring actions outside the United States
      against us and certain of our officers and directors*** **.**





Our
      officers and directors reside outside of the United States and a substantial
      amount of our assets are located outside of the United States. As a result,
      it
      may be difficult or impossible for you to (i) enforce in courts outside the
      United States judgments obtained in the United States courts based upon the
      civil liability provisions of the United States federal securities laws against
      these persons and us; or (ii) bring in courts outside the United States an
      original action to enforce liabilities based upon United States federal
      securities laws against us and our officers and directors.




***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.





***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.***





Currently,
      our stock is not listed on any public market, exchange, or quotation system.
      Although we have begun taking the steps necessary to have our common stock
      quoted on the OTCBB, our shares may never be traded there, 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. If our common stock is not quoted on the
      OTCBB
      or if a public market for our common stock does not develop, investors may
      not
      be able to re-sell the shares of our common stock that they have purchased,
      rendering their shares effectively worthless and resulting in a complete loss
      of
      their investment.





We
      plan
      to identify a market maker to file an application with the NASD on our behalf
      so
      as to be able to quote the shares of our common stock on the OTCBB (which is
      maintained by the NASD). We cannot assure you that such market maker's
      application will be accepted by the NASD. We are not permitted to file such
      application on our own behalf. If the application is accepted, there can be
      no
      assurances as to whether any market for our shares will develop or the prices
      at
      which our common stock will trade. If the application is accepted, we cannot
      predict the extent to which investor interest in us will lead to the development
      of an active, liquid trading market. Active trading markets generally result
      in
      lower price volatility and more efficient execution of buy and sell orders
      for
      investors.





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.




10




***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 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 investors in our common stock may find it difficult to sell their
      shares.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements including arrangements that would affect
      our
      liquidity, capital resources, market risk support and credit risk support or
      other benefits.




**Forward
      Looking Statements**




The
      information in this quarterly 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 tatement. 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.




11




**Item
      3. Controls and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**




Our
      Principal Executive Officer and Principal Financial Officer have, within 90
      days
      of the filing date of this report, evaluated the Company’s internal controls and
      procedures designed to ensure that information required to be disclosed in
      reports under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within specified time periods. After such review, our
      Principal Executive Officer and Principal Financial Officer have concluded
      that
      said information was accumulated and communicated to management as appropriate
      to allow timely decisions regarding required disclosure.




**Changes
      in Internal Controls**




There
      were no significant changes in the Company’s internal controls or in other
      factors that could significantly affect these controls subsequent to the
      evaluation referred to in the preceding paragraph.




12




**PART
      II - OTHER INFORMATION**






**Item
      1. Legal Proceedings.**




The
      Company currently is not a party to any legal proceedings and, to the Company’s
      knowledge, no such proceedings are threatened or contemplated.




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




None.




**Item
      3. Default Upon Senior Securities.**




None.




**Item
      4. Submission of Matters to a Vote of Security Holders.**




None.




**Item
      5. Other Information.**




None.




**Item
      6. Exhibits.**











Exhibit
                Number
            Description
                of Exhibit3.1
            Articles
                of Incorporation*3.2
            Bylaws*4.1
            Specimen
                stock certificate*31.1
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. § 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act
                of 2002.32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer pursuant
                to
                18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act
                of 2002.





*Previously
      filed.


13




**SIGNATURES**






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




**ROHAT
                RESOURCES, INC.**(Registrant)Date: April
              11, 2007
            By:
            /s/ Delara
              HussainiDelara
              HussainiPrincipal
                Executive Officer
              Principal
                Financial Officer and Director








14