UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





(Mark
One)





[X]           ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended December 31, 2008





[   ]           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT





For the
transition period from ____________ to ______________





Commission
file number: 333-144944





ROSTOCK VENTURES
CORP.


(Name of
registrant in its charter)





Nevada
                1000
                98-0514250(State
      or jurisdiction
                (Primary
      Standard
                (IRS
      Employerof
      incorporation or
                Industrial
                Identificationorganization)
                Classification
                No.)Code
      Number)





102
Pawlychenko Lane, #34


Saskatoon, SK, Canada S7V
1G9


(Address
of principal executive offices)





(306)
371-1818


(Registrant's
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.     Yes  x    No   ̈





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





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





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





The
issuer's revenues for its most recent fiscal year were $-0-.





The
number of shares outstanding of each of the issuer’s classes of equity as of
December 31, 2008 is 40,698,273 (post forward stock split) shares of common
stock, par value $0.001, and no shares of preferred stock, par value
$0.001.








TABLE
OF CONTENTS





PART
      IITEM
      1.
                                DESCRIPTION
      OF BUSINESS
                                3ITEM
      2.
                                DESCRIPTION
      OF PROPERTY
                                5ITEM
      3.
                                LEGAL
      PROCEEDINGS
                                8ITEM
      4.
                                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                8PART
      IIITEM
      5.
                                MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                                8ITEM
      6.
                                MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                10ITEM
      7.
                                FINANCIAL
      STATEMENTS
                                12ITEM
      8.
                                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
                                14ITEM
      8A.
                                CONTROLS
      AND PROCEDURES
                                14ITEM
      8B.
                                OTHER
      INFORMATION
                                14PART
      IIIITEM
      9.
                                DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(A) OF THE EXCHANGE ACT
                                15ITEM
      10.
                                EXECUTIVE
      COMPENSATION
                                16ITEM
      11.
                                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
                                16ITEM
      12.
                                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                                17ITEM
      13.
                                RISK
      FACTORS
                                17ITEM
      14.
                                DEFAULTS
      UPON SENIOR SECURITIES
                                22ITEM
      15.
                                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                22ITEM
      16.
                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                22ITEM
      17.
                                CONTROLS
      AND PROCEDURES
                                22ITEM
      18.
                                EXIBITS
                                22ITEM
      19.
                                ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
                                22


FORWARD-LOOKING
STATEMENTS





ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
"ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS OR
FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE
FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE
FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING
"RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE
FORWARD LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS,
LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS ARE
DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-KSB,
UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2008. AS USED HEREIN, THE
"COMPANY," "ROSTOCK," "WE,""US," "OUR" AND WORDS OF SIMILAR MEANING REFER TO
ROSTOCK VENTURES CORP. ADDITIONALLY, UNLESS OTHERWISE STATED ALL AMOUNTS LISTED
HEREIN ARE IN UNITED STATES DOLLARS AND AMOUNTS PRECEDED BY "CDN" ARE IN
CANADIAN DOLLARS.





PART 1:





ITEM  1.  DESCRIPTION  OF  BUSINESS





In
General





We were
incorporated on November 2, 2006, under the laws of the State of Nevada. We are
an exploration stage company engaged in the acquisition and exploration of
mineral properties. We acquired a 100% undivided interest in a mineral claim
known as McVicar Lode Mining Claim (the “McVicar Claim”) comprised of one
located claim of 20 acres located in the Yellow Pine Mining District, Clark
County, Nevada. Our plan of operation is to conduct mineral exploration
activities on the McVicar Claim in order to assess whether it possesses mineral
deposits of lead, zinc, copper, silver or gold capable of commercial extraction.
Although the Yellow Pine Mining District is less famous than many of the other
mining districts of the Great Basin, it nevertheless ranks second only to
Tonopah in total Nevada lead and zinc production. During World War I, this
district was one of the most productive in the West, but by the end of World War
II, only a few mines remained in operation. A description of the McVicar Claim
is provided under the heading “Description of Property.”


-3-


We have
not earned any revenues to date. We do not anticipate earning revenues until
such time as we enter into commercial production of our mineral properties. We
are presently in the exploration stage of our business and we can provide no
assurance that a commercially viable mineral deposit exists on our mineral claim
or that we will discover commercially exploitable levels of mineral resources on
our properties, or if such deposits are discovered, that we will enter into
further substantial exploration programs. Further exploration is required before
a final evaluation as to the economic and legal feasibility is required to
determine whether our mineral claim possesses commercially exploitable mineral
deposits. See “Plan of Operation.”





In December
2007, we acquired the Amerillo Claim (described below) for $5,000 in prospecting
fees, which we have no current plans to explore or develop.





Employees





We  currently
have no employees other than our sole officer and Director, Collin
Sinclair.  We  plan  to  use contractors
in the future if the need arises during the
course  of  our  exploration  and/or  development  activities,  in  the  future.





Exploration
Work





All
exploration work to be completed by us on our claims will be conducted by or
under  the  supervision  of  Laurence  Sookochoof.  Laurence  Sookochoff  is  a
consulting  geologist and principal of Sookochoff Consultants Inc.,
which has an office at 1305-13233 Homer Street, Vancouver, British Columbia,
Canada, V6B 5T1. He
graduated from the University of British Columbia in 1996 with a Bachelors of
Science degree in Geology. He has been practicing in his profession for the past
41  years.  He  is  registered  and  is  in  good  standing  with  the Association  of  Professional  Engineers  and
Geoscientists of British Columbia, Canada.





Competition





Mines  have  limited  lives  and
as a result, we may seek to expand our reserves
through  the  acquisition  of  new  properties
in the future. There is a limited
supply  of  desirable  mineral  lands
available in the United States, Canada and
other  areas  where  we  may  consider  conducting
exploration and/or production activities. We will face strong competition for
new properties from other mining
companies,  most  of  which have greater financial
resources than we do and as a
result,  we  may  be  unable  to  acquire
new mining properties on terms that we
consider  acceptable.





There  is  a
global market for lead, zinc, copper, silver or gold and other precious metals.
We plan to sell lead, zinc, copper, silver or gold, and any other precious
metals we may discover, if we are
successful  in  our  exploration  and  mining  activities,  at
prevailing market
prices.  We  do  not  believe  that  any
single company or other institution has
sufficient  market  power  to  significantly
affect the price or supply of these metals.


-4-


Dependence
on one or a few Major Competitors





We  do  not  depend  on  one  or  a  small  number  of
customers, as we have not successfully discovered or extracted any commercial
quantities of lead, zinc, copper, silver or gold
or  other  precious  metals to date. We have no
customers and have not generated
any  revenues  to  date.





Patents,
Trademarks and Licences





We  have  no  patents,  trademarks  or
licenses. We do own the mineral rights to
certain  property  in the State of Nevada, which are
explained in detail below.





Need
for Government Approval





In  connection  with  our  planned
exploration activities, we may be required to
comply  with  certain environmental laws and regulations
which may require us to
obtain  permits  issued  by  regulatory
agencies and to file various reports and keep records of our operations
affecting the environment. While we will not need any
permits for Phases I through III (described below), we will require a permit
to  conduct  diamond drilling pursuant to Phase IV below. We
plan to conduct our Phase  IV  exploration activities only
if the results from Phases II and III are encouraging.





Costs
and Effects of Compliance with Enviromental Laws





All  of  our  exploration,  development  and  production
activities which we may undertake  in the future on our property in
Nevada will be subject to regulation
by  governmental  agencies  under various
environmental laws. These laws address emissions  to  the
air, discharges to water, management of wastes, management of
hazardous  substances, protection of natural resources,
antiquities  and endangered species,
and  reclamation  of lands disturbed by mining operations.
Additionally, depending on the results of our exploration activities, if
completed, and what mining activities we may undertake in the future, funding
permitting, certain regulations may also require us to obtain permits for our
activities. These  permits  normally  may be
subject to public review processes resulting in public approval of the activity.
While these laws and regulations may govern how we conduct many aspects of our
business, we do not believe that they  will have a material adverse
effect on our results of operations or financial condition. We plan to evaluate
our operations in light of the cost and
impact  of  environmental  regulations  on  those  operations.  We
also plan to evaluate new laws and regulations as they develop to determine the
impact on, and  changes  necessary to, our planned
operations. Additionally, it is possible that future changes in these laws or
regulations could have a significant impact
on  some  portion  of our business, causing us to
reevaluate those activities at that  time.


ITEM
2. DESCRIPTION OF PROPERTY





Collin D.
Sinclair, our President, Secretary, Treasurer and sole Director, provides us
with approximately 200 square feet of office space, located at 102 Pawlychenko
Lane, #34, Saskatoon, SK S7V 1G9, free of charge.





We also
hold a 100% interest in the McVicar Claim located in Nevada and the Amerillo
Queen Claim located in Nevada, described below.





Acquisition
of the McVicar Claim





We
entered into a purchase agreement dated December 22, 2006 with Kimberly Sinclair
pursuant to which we acquired a 100% interest in the McVicar Claim for cash
consideration of $6,000. Collin Sinclair, our President, Secretary, Treasurer
and sole Director is not related to Kimberly Sinclair. The McVicar Claim
property is comprised of a single located mineral claim with a total area of
approximately 20 acres, located on the Yellow Pine Mining District, Clark
County, Nevada. The McVicar Claim is located within Sections 11, 12, 13 and 14,
Range 57E, Township 25S, at the easternmost portion of the Yellow Pine Mining
District of Clark County, Nevada.


-5-


In
accordance with Nevada mining regulations, the McVicar Claim is in good standing
to September 1, 2009. To keep the claim in good standing for additional years,
proof of labor on the claim has to be filed each year with the Clark County
recorder’s office in Las Vegas prior to its expiry date.





In
addition to Nevada State regulations, federal regulations require a yearly
maintenance fee to keep the claim in good standing. In accordance with federal
regulations, the McVicar Claim is in good standing to September 1, 2009. A
yearly maintenance fee of $125 is required to be paid to the Bureau of Land
Management prior to the expiry date to keep the claim in good standing for an
additional year. If we fail to pay the required amount of fee of this
exploration work, then our mineral claim will lapse on September 1, 2009, and we
will lose all interest that we have in the mineral claim.




Location,
Climate, Infrastructure and Access





The
McVicar Claim is located within Sections 11, 12, 13 and 14, Range 57E, Township
25S, at the easternmost portion of the Yellow Pine Mining District of Clark
County, Nevada. The McVicar Claim may be accessed by traveling south from Las
Vegas via Interstate Highway 15 for approximately 27 miles, then traveling
northwest along Highway 161 for approximately ten miles to Goodsprings. The
McVicar Claim may be accessed from Goodsprings by traveling west by gravel road
for approximately six miles, and then south along a poor dirt road for
approximately four miles.





The
McVicar Claim is situated at the northern end of the Sheep Mountain Range, a
southerly trending range of mountains with peaks reaching an elevation of 4,184
feet. The McVicar Claim covers the northerly and the southerly facing slopes of
an east-westerly trending ridge called the Bonanza Ridge. The local topography
is moderately steep sloping with relief in the order of 400 feet from the valley
floor. The area is typically desert climate with relatively high temperatures
and low precipitation. Vegetation consists mainly of desert shrubs and cactus.
Sources of water should be available from local valley wells.





Our
McVicar Claim presently does not have any known mineral reserves. The McVicar
Claim does not currently have any permanent infrastructure in place. Power to
the McVicar Claim will need to be supplied by portable generators brought onto
the Property.





History
of Exploration





The mines
of the Yellow Pine Mining District have been worked primarily for their
lead-zinc-silver values; however, a limited amount of gold has been recovered as
a by-product of copper-lead-silver mining as well.  The history of the
exploratory work performed on the McVicar Claim is not known, however, the
property does show indications of localized exploration pits. Our consulting
geologist believes that these pits were probably excavated during the
mid-to-late-1800’s when the Goodsprings concentrator was operating. Reports
indicate that there was intermittent ore production at the Root Mine, located
approximately one mile northeast of the McVicar Claim, during the period from
1893 to 1952. No production has been reported on the McVicar Claim.




Geological
Report and Recommended Exploration Program





We
engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation report
on the McVicar Claim. Mr. Sookochoff is a consulting professional engineer in
the Geological Section of the Association of Professional Engineers and
Geoscientists of the Province of British Columbia, Canada. Mr. Sookochoff’s
geological evaluation report concludes that the McVicar Claim incorporates some
exploratory workings on mineral zones hosting significant zinc values. As the
Yellow Pine Mining District has a history of significant zinc production from
within veins or replacements of brecciated rocks along fault zones, Mr.
Sookochoff has concluded that the McVicar Claim warrants further exploration for
potentially economical mineral zones.


-6-


In his
geological report, Mr. Sookochoff, recommended that a four-phase continuing
exploration program be undertaken on the property in order to determine
locations on which to focus concentrated exploration activities. The four-phase
program consists of the following:





Phase
            Recommended
      Exploration Program
            Estimated
            Status
      CostPhase
      I
            Prospecting,
      trenching and sampling to determine geological controls to, and the nature
      of, the indicated mineralization.
            $7,500
            Completed
      January 2007.Phase
      II
            VLF-EM
      and soil geochemical surveys along determined extensions of known mineral
      areas.
            $7,500
            Completed
      December 2008.Phase
      III
            Sampling
      and geological mapping within anomalous zones indicated from the results
      of Phase II.
            $12,500
            Expected
      to be completed in July 2009.Phase
      IV
            Test
      diamond drilling of the prime correlative anomalous zones.
            $40,000
            Expected
      to be completed in September - October 2009*, depending on the results of
      Phase III.Total
      Estimated Cost
            $67,500





* Funding
permitting.




Current
State of Exploration Activities





We have
only recently commenced exploration of the McVicar Claim and our exploration
activities are currently in the preliminary stages. Our planned exploration
program is exploratory in nature and there is no assurance that we will find any
mineral reserves on the McVicar Claim.





Phase
I Exploration Results





Phase I
of our exploration program was completed in January, 2007. The objective of the
Phase I exploration program was to trench and sample the known mineral zone to
determine the geological controls and the nature of the
mineralization.





In
completing the recommended Phase I program on the McVicar Claim, two trenches
were established on the McVicar Claim in locations of mineralization. The
measurements of Trench I and Trench II were 30 feet long by three feet wide and
two feet deep, and 35 feet long by three feet wide and two feet deep,
respectively.  Three grab samples were taken: one from each of the two
trenches and one from the dump of a previous exploratory working of unknown
dimensions. The samples were submitted for assay at the Assayers Canada
laboratory in Vancouver, Canada.





Based on
the assay results, our geological consultant concluded that the Phase I program
was successful in that the mineralization and the sampling results from the dump
of the previous exploratory workings and from Trenches I and II returned
encouraging assay results that are indicative of potentially economic zones of
mineralization.





Phase
II Exploration Results





Phase II
of our exploration program was completed in December, 2008. The objective of the
Phase II exploration program was to conduct VLF-EM and soil geochemical surveys,
which should assist in defining the structural trend and indicated mineral zones
and provide information as to the location of potentially economic mineral
zones.


-7-


Based on
the results of Phase II of our exploration program, our geological consultant
recommended that Phase III be commenced. We anticipate its completion in July
2009.  The third phase consists of sampling and geological mapping
within anomalous zones indicated from the results of Phase II, which will define
anomalous areas for drilling in Phase IV. As of the date of this Report we have
expended approximately $39,500 in connection with the preparation of the
geological report and the exploration of our mineral claim.





A
decision on proceeding beyond the planned Phase III exploration will be made by
assessing whether the results of Phase II are sufficiently positive. The
decision whether or not to proceed will be based on the recommendations of our
geological consultant. The decision of the consultant whether or not to
recommend proceeding will be based on a number of factors, including his
subjective judgment and will depend primarily on the results of the immediately
preceding stage. Additionally, we may not have sufficient funds to complete the
Phase III or Phase IV exploration on the property and may be forced to raise
additional capital before completing such Phases.




Amerillo
Queen Claim





In
December 2007, we, through an agent of the Company (described below), filed a
claim for the Amerillo Queen Claim (the “Amerillo Claim”) with the State of
Nevada.  The Amerillo Claim encompasses approximately0.02 of an acre in Clark
County, Nevada. In consideration for the prospecting on the Amerillo Claim and
the location of the claim, we paid $5,000 to Emil Leimanis, an
individual.    We do not have any current plans to continue
with the exploration of the Amerillo Claim until after the exploration of our
McVicar Claim, funding permitting, if ever.  In accordance with
federal regulations, the Amerillo Claim is in good standing to September 1,
2009. A yearly maintenance fee of $125 is required to be paid to the Bureau of
Land Management prior to the expiry date to keep the claim in good standing for
an additional year.  If we fail to pay the required amount of fee of
this exploration work, then our mineral claim will lapse on September 1, 2009,
and we will lose all interest that we have in the mineral claim.




ITEM
3. LEGAL PROCEEDINGS





From  time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently  involved  in  legal  proceedings
that could reasonably be expected to have  a  material
adverse effect on our business, prospects, financial condition
or  results  of operations. We may become involved in
material legal proceedings in  the  future.





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





None.





PART II:





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Our  common
stock is traded on the over-the-counter Bulletin Board (the "OTCBB")
under  the  trading  symbol  "RSTV".  While  we
were approved for trading on the OTCBB on approximately December 29, 2008, no
shares of common stock had traded as of the  year  ended
December 31, 2008, and only a very limited of number of shares have
traded  as  of  the filing date of this
report.  As such, no historical high and
low  bid  prices for our common stock for the fiscal year
ended December 31, 2008 is
available  for  inclusion  in  this  report.





Description
of Capital Stock





We  have  authorized  capital  stock  consisting
of 100,000,000 shares of common
stock,  $0.001  par  value  per  share
("Common Stock") and 100,000,000 shares of
preferred  stock,  $0.001  par  value  per  share  ("Preferred  Stock").


-8-


On
January 14, 2009, Rostock approved a 7 for 1 forward stock split on its issued
and outstanding shares of common stock to the holders of record effective
January 3, 2009.  Per SAB4, the forward stock split is being applied
retroactively. As a result of the split, each holder of record on the record
date automatically received six additional shares of Rostock’s common stock for
every one. After the split, the number of shares of common stock issued and
outstanding are 40,698,273 shares. The accompanying financial statements and
related notes thereto have been adjusted accordingly to reflect this forward
stock split.





Common
Stock





The  holders  of  outstanding  shares  of  Common  Stock
are entitled to receive dividends  out of assets or funds legally
available for the payment of dividends at  such times and in such
amounts as the board from time to time may determine.
Holders  of  Common  Stock  are  entitled
to one vote for each share held on all
matters  submitted  to  a vote of shareholders.
There is no cumulative voting of
the  election  of  directors then standing for
election. The Common Stock is not entitled  to  pre-emptive
rights and is not subject to conversion or redemption.Upon
liquidation,  dissolution or winding up of our company, the assets
legally available  for  distribution to stockholders are
distributable ratably among the holders of the Common Stock after payment of
liquidation preferences, if any, on any  outstanding
payment of other claims of creditors. Each outstanding share of
Common  Stock  is  duly  and  validly  issued,  fully  paid  and
non-assessable.





Preferred
Stock





Shares of
Preferred Stock may be issued from time to time in one or more series, each of
which shall have such distinctive designation or title as shall be determined by
our Board of Directors ("Board of Directors") prior to the issuance of any
shares thereof. Preferred Stock shall have such voting powers, full or limited,
or no voting powers, and such preferences and relative, participating, optional
or other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution or resolutions providing for the
issue of such class or series of Preferred Stock as may be adopted from time to
time by the Board of Directors prior to the issuance of any shares thereof. The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the voting power of all the then
outstanding shares of our capital stock entitled to vote generally in the
election of the directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series thereof, unless a vote
of any such holders is required pursuant to any Preferred Stock
Designation.





While we
do not currently have any plans for the issuance of Preferred Stock, the
issuance of such Preferred Stock could adversely affect the rights of the
holders of Common Stock and, therefore, reduce the value of the Common Stock. It
is not possible to state the actual effect of the issuance of any shares of
Preferred Stock on the rights of holders of the Common Stock until the board of
directors determines the specific rights of the holders of the Preferred Stock,
which rights may be superior to those associated with our Common Stock; which effects
may include:





o    Restricting  dividends  on  the  Common  Stock;





o    Rights  and  preferences  including  dividend  and
dissolution rights, which  are  superior  to  our  Common  Stock;





o    Diluting  the  voting  power  of  the  Common  Stock;





o    Impairing  the  liquidation  rights  of  the  Common  Stock;  or





o    Delaying  or  preventing  a  change  in
control of the Company without further  action  by  the  stockholders.


-9-


Sales
of Unregistered Securities During the Year Ended December 31, 2008





None.





ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION





CERTAIN
STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K (THIS "FORM 10-K"), CONSTITUTE
"FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH
FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR
THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR
BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
ROSTOCK VENTURES CORP. ("ROSTOCK", "THE COMPANY", "WE", "US" OR "OUR") TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM
10-K, UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2008.





PLAN
OF OPERATION FOR THE NEXT TWELVE MONTHS





Our plan
of operation is to conduct mineral exploration activities on the McVicar Claim
in order to assess whether the claim possesses mineral reserves capable of
commercial extraction. Our exploration program is designed to explore for
commercially viable deposits of lead, zinc, copper, silver or gold
mineralization. We have not, nor has any predecessor, identified any
commercially exploitable reserves of these minerals on our mineral
claim.





We
received the geological evaluation report on the McVicar Claim entitled
“Geological Evaluation Report on the McVicar Lode Mining Claim” prepared by Mr.
Sookochoff on December 26, 2006. The geological report summarizes the results of
the history of the exploration of the mineral claims, the regional and local
geology of the mineral claims and the mineralization and the geological
formations identified as a result of prior exploration. The geological report
also gives conclusions regarding potential mineralization of the mineral claims
and recommends a further geological exploration program on the mineral claims.
Phase I of the exploration program recommended by Mr. Sookochoff was completed
in January 2007, and Phase II of the exploration program recommended by Mr.
Sookochoff was completed in December 2008. During the next twelve months, we
intend to complete Phase III and Phase IV of the recommended exploration
program, funding permitting, as described above.





We
anticipate that we will incur the following expenses over the next twelve
months:





Category
              Planned
      Expenditures Over
                The
      Next 12 Months (US$)Legal
      and Accounting Fees
              $10,000Office
      Expenses
              $4,000Consulting
      Fees
              $3,000Mineral
      Property Exploration Expenses
              $52,500Offering
      Expenses
              $0TOTAL
              $69,500


-10-


Our
current operating funds are not sufficient to meet the anticipated costs of
Phases III and IV of our exploration program for the McVicar Claim. Therefore,
we will need to obtain additional financing in order to complete our full
business plan. As of December 31, 2008, the date of our most recent unaudited
financial statements, we had cash on hand in the amount of $581.




To date,
we have not earned any revenues and we do not anticipate earning revenues in the
near future. We currently do not have any arrangements for financing and we may
not be able to obtain financing when required. Obtaining additional financing
would be subject to a number of factors outside of our control, including the
results from our exploration program, and any unanticipated problems relating to
our mineral exploration activities, including environmental assessments and
additional costs and expenses that may exceed our current estimates. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us in which case our business will fail.





RESULTS
OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE FISCAL
YEAR ENDED DECEMBER 31, 2007.





We did
not generate any revenue for the fiscal period ended December 31, 2008 or the
fiscal period ended December  31, 2007, or for the period from
inception, November 2, 2006, through December 31, 2008.  We do not
anticipate generating revenues, if ever, until we raise sufficient capital to
conduct our exploration activities and until and unless we locate commercial
quantities of minerals, of which there can be no assurance.





We had
total expenses consisting entirely of operating expenses of $51,696 for the
fiscal period ended December 31, 2008, compared to total operating expenses of
$54,673 for the fiscal period ended December 31, 2007, a decrease in total
operating expenses of $2,977 or 5% from the prior period.  The main
reason for the decrease in operating expenses was an decrease in exploration and
testing expenses to $7,500 for the fiscal period ended December 31, 2008,
compared to $18,500 for the fiscal period ended December 31, 2007, offset with
an increase in legal and professional expenses to $14,297 for the fiscal period
ended December 31, 2008, compared to $8,931 for the fiscal period ended December
31, 2007, with a decrease of $6,027 or 18% decrease in other selling, general
and administrative expenses to $27,627 for fiscal period ended December 31,
2008, compared to $33,654 for the fiscal period ended December 31,
2007.  The increase in legal and professional expenses for the fiscal
period ended December 31, 2008 compared to the fiscal period ended December 31,
2007 was attributable to expenses in connection with the completion of our
S-1 filing.




We had a
net loss of $51,696 for the fiscal period ended December 31, 2008, compared to a
net loss of $54,673 for the fiscal period ended December 31, 2007, a decrease in
net loss of $12,977 or 5% from the prior period.





We had
foreign exchange loss of $2,272 for the fiscal period ended December 31, 2008 in
connection with foreign currency translation adjustments of our assets compared
to foreign exchange income of $6,412 for the fiscal period ended December 31,
2007, a decrease of in foreign exchange income of $4,140 from the prior
period.





We
currently anticipate having a net loss for each quarterly and annual period
moving forward until and unless we are able to discover and successfully extract
any minerals and generate any revenues through the sale of such minerals, of
which there can be no assurance.


-11-


LIQUIDITY
AND CAPITAL RESOURCES





We had
current assets of $581 as of December 31, 2008, consisting entirely of cash and
cash equivalents.  We had no other assets besides the cash and cash
equivalents as of December 31, 2008.





We had
total liabilities, consisting solely of current liabilities of $21,028 as of
December 31, 2008, which consisted of accounts payable, advances from
shareholder and notes payable to a third-party.





We had a
working capital deficit of $20,447 and a total deficit accumulated during the
development stage of $114,868 as of December 31, 2008.





Going
Concern:




The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and liabilities in the ordinary
course of business. Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $114,868 at December 31, 2008.
This condition raises substantial doubt about Rostock’s ability to continue as a
going concern. Currently, management is attempting to raise further capital to
fund these losses; however, no assurance can be given as to the success of these
efforts.





The
financial statements of Rostock do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary if Rostock is unable to
continue as a going concern.





Future
Financing





Currently,
we do not have sufficient capital resources to meet the anticipated costs of
Phases III and IV of our exploration plan. We anticipate relying on equity sales
of our common stock in order to continue to fund our business operations.
Issuances of additional shares will result in dilution to our existing
stockholders. There is no assurance that we will achieve any additional sales of
our equity securities or arrange for debt or other financing to fund our planned
business activities. We may also rely on loans from our executive officers and
our sole
Director; however, there are no assurances that our officers or our sole
Director will provide us with any additional funds if and when
needed.





Currently,
we do not have any arrangements for additional financing. There is no assurance
that we will be able to obtain additional financing if and when required. We
anticipate that any additional financing may be in the form of sales of
additional shares of our common stock which may result in dilution to our
current shareholders.





Off-Balance
Sheet Arrangements





None.




Critical
Accounting Policies





The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to
uncollectible receivables, income taxes, and contingencies. We base our
estimates on various assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.




Because
of our limited operating history, there are no significant accounting policies
not already explained in the footnotes of our financial
statements.  See Note 1 to our financial statements.





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








-12-


ITEM
7. FINANCIAL STATEMENTS
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
Stockholders and Board of Directors
 Rostock
Ventures Corp.
 (A
Development Stage Company)
 Saskatoon,
Saskatchewan
 Canada
 
 We have
audited the accompanying balance sheets of Rostock Ventures Corp., (a
development stage company), as of December 31, 2008 and 2007, and the related
statements of expenses, changes in stockholders’ equity (deficit), and cash
flows for the years ended December 31, 2008, 2007 and the period from November
2, 2006 (Inception) through December 31, 2008. These financial statements are
the responsibility of Rostock’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatements. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness on the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Rostock Ventures Corp., as of
December 31, 2008, and the results of its operations and cash flows for the
years ended December 31, 2008, 2007 and the period from November 2, 2006
(Inception) through December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 /s/
Malone & Bailey, PC
 Houston,
Texas
 www.malone-bailey.com
 March
30,
2009
 F-1
  Rostock
      Ventures Corp.(
      A Development Stage Company)Balance
      Sheets  December
      31,
                                            
                                            
                                            December
      31,2008
                                            
                                            
                                            2007AssetsCurrent
      assets:Cash
      and cash equivalents
                                            
                                            $
                                            581
                                            
                                            
                                            $
                                            38,128Total
      assets
                                            
                                            $
                                            581
                                            
                                            
                                            $
                                            38,128Liabilities and Stockholders’ (Deficit)
      EquityCurrent
      liabilities:Accounts
      payable
                                            
                                            $
                                            497
                                            
                                            
                                            $
                                            6,879Due
      to shareholder
                                            
                                            
                                            531
                                            
                                            
                                            
                                            -Notes
      payable
                                            
                                            
                                            20,000
                                            
                                            
                                            
                                            -Total
      liabilities
                                            
                                            
                                            21,028
                                            
                                            
                                            
                                            6,879Stockholders’
      (deficit) equity:Preferred
      stock, $0.001 par value; 100,000,000 shares authorized, 0 shares issued
      and outstanding at  December 31, 2008 and 2007
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock, $0.001 par value; 100,000,000 shares authorized, 40,698,273 *
      shares issued and outstanding at December 31, 2008 and
2007
                                            
                                            
                                            40,698
                                            
                                            
                                            
                                            40,698Additional
      paid-in capital
                                            
                                            
                                            53,723
                                            
                                            
                                            
                                            53,723Deficit
      accumulated during the development stage
                                            
                                            
                                            (114,868
                                            )
                                            
                                            
                                            (63,172
                                            )Total
      stockholders’ (deficit) equity
                                            
                                            
                                            (20,447
                                            )
                                            
                                            
                                            31,249Total
      liabilities and stockholders’  (deficit) equity
                                            
                                            $
                                            581
                                            
                                            
                                            $
                                            38,128*All
      share amounts have been retroactively recast to show the effect of a
      forward 7 to 1 stock
split.
  See
accompanying notes to these financial statements.
 F-2
 
 Rostock
      Ventures Corp.(
      A Development Stage Company)Statements
      of Expenses
 
 Years
      Ended
                        
                        
                        November
      2, 2006December
      31, 2008
                        
                        
                        December
      31, 2007
                        
                        
                        (Inception)
      through December 31, 2008Operating
      Expenses:Exploration and testing
                        
                        $
                        7,500
                        
                        
                        $
                        18,500
                        
                        
                        $
                        29,000Legal and professional expenses
                        
                        
                        14,297
                        
                        
                        
                        8,931
                        
                        
                        
                        26,820Other selling, general and administrative
                        
                        
                        27,627
                        
                        
                        
                        33,654
                        
                        
                        
                        63,188Total Operating Expenses
                        
                        
                        49,424
                        
                        
                        
                        61,085
                        
                        
                        
                        119,009Loss from
      Operations
                        
                        
                        (49,424
                        )
                        
                        
                        (61,085
                        )
                        
                        
                        (119,009
                        )Other
      Income:Foreign
      currency exchange gain / (loss)
                        
                        
                        (2,272
                        )
                        
                        
                        6,412
                        
                        
                        
                        4,140Net
      Loss
                        
                        $
                        (51,696
                        )
                        
                        $
                        (54,673
                        )
                        
                        $
                        (114,868
                        )Basic
      and diluted net loss per common share
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      average common shares outstanding - basic and diluted
                        
                        
                        40,698,273
                        
                        
                        
                        39,619,790
 
 
 *All
share amounts have been retroactively recast to show the effect of a forward 7
to 1 stock split
  See
accompanying notes to these financial statements.
 F-3
 Rostock Ventures
corp.
 Statements of changes in
Stockholders’ Equity
  (A
Development Stage Company)
  For
the period from November 2, 2006 (Inception) to December 31, 2008
  Common
                                                                                                                                                                                                                                                                                                    shares
      *
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  Stock
                                                                                                                                                                                                                                                                                                    amount
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  Additional
      Paid in Capital
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  Subscriptions
                                                                                                                                                                                                                                                                                                    received
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  Deficit
      Accumulated During the Development Stage
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  TotalBalance,
      November 2, 2006
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -Issuance
      of common stock for cash to founder
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  28,000,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  28,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  12,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  40,000Cash
      received for stock subscribed
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  50,687
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  50,687Net
      loss
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (8,499
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (8,499
                                                                                                                                                                                                                                                                                                  )Balance,
      December 31, 2006
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  28,000,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  28,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  12,000
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  50,687
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  (8,499
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  82,188Shares
      issued for cash
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  12,698,273
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  12,698
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  41,723
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (50,687
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  3,734Net
      loss
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (54,673
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (54,673
                                                                                                                                                                                                                                                                                                  )Balance,
      December 31, 2007
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  40,698,273
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  40,698
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  53,723
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  (63,172
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  31,249Net
      loss
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (51,696
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  (51,696
                                                                                                                                                                                                                                                                                                  )Balance,
      December 31, 2008
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  40,698,273
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  40,698
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  53,723
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  (114,868
                                                                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                  (20,447
                                                                                                                                                                                                                                                                                                  )
 
 *All
share amounts have been retroactively recast to show the effect of a forward 7
to 1 stock split
  See
accompanying notes to these financial statements.
 F-4
 Rostock
      Ventures Corp.(
      A Development Stage Company)Statements
      of Cash Flows
   Year
      Ended December 31, 2008
                            
                            
                            Year
      Ended December 31, 2007
                            
                            
                            November
      2, 2006 (Inception) to December 31, 2008Cash
      flows from operating activities:Net loss
                            
                            $
                            (51,696
                            )
                            
                            $
                            (54,673
                            )
                            
                            $
                            (114,868
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Write-off
      of mining claim costs
                            
                            
                            -
                            
                            
                            
                            11,000
                            
                            
                            
                            11,000Changes in assets and liabilities:Accounts
      payable
                            
                            
                            (6,382
                            )
                            
                            
                            3,286
                            
                            
                            
                            497Net
      cash used in operating activities
                            
                            
                            (58,078
                            )
                            
                            
                            (40,387
                            )
                            
                            
                            (103,371
                            )Cash
      flows from investing activities:Purchase
      of mining claim
                            
                            
                            -
                            
                            
                            
                            (5,000
                            )
                            
                            
                            (11,000
                            )Cash
      flows from financing activities:Cash
      received for stock issued
                            
                            
                            -
                            
                            
                            
                            3,734
                            
                            
                            
                            43,734Cash
      received for stock not issued
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50,687Borrowings
      on debt
                            
                            
                            20,000
                            
                            
                            
                            -
                            
                            
                            
                            20,000Advances
      (to)/ from shareholder
                            
                            
                            531
                            
                            
                            
                            (356
                            )
                            
                            
                            531Net
      cash provided by financing activities
                            
                            
                            20,531
                            
                            
                            
                            3,378
                            
                            
                            
                            114,952Net
      increase (decrease) in cash and cash equivalents
                            
                            
                            (37,547
                            )
                            
                            
                            (42,009
                            )
                            
                            
                            581Cash
      and cash equivalents at beginning of period
                            
                            
                            38,128
                            
                            
                            
                            80,137
                            
                            
                            
                            -Cash
      and cash equivalents at end of period
                            
                            $
                            581
                            
                            
                            $
                            38,128
                            
                            
                            $
                            581Supplemental
      information:Cash
      paid for interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Cash
      paid for income taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
 
 
 See
accompanying notes to these financial statements.
 F-5
 
 ROSTOCK
VENTURES CORP.
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 1.
              Nature of Business
      and
                Summary of Significant
      Accounting
Policies
 
 Nature
of Business
 Rostock
Ventures, Corp. (“Rostock”) was incorporated November 2, 2006 in Nevada and is a
development stage company.  Rostock  was formed to seek
business opportunities in mineral exploration.  At December 31, 2007,
Rostock had purchased two mining claims and is in the process of geologically
evaluating and testing these claims.  However, since
inception  Rostock’s  focus has been directed toward raising
operating capital and further developing its business plan.
 
 Basis
of Presentation
 The
accompanying financial statements of Rostock Ventures, Corp. have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules of the Securities and Exchange
Commission.  In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein. Rostock is a Development Stage Company, as defined by FASB
Statement No.7, ”Accounting
and Reporting for Development Stage Enterprises”, and SEC Industry Guide
7.
 
 Reclassifications
 Certain
prior year amounts have been reclassified to conform with the current year
presentation.  Specifically, the effect of the foreign currency
translation regarding the Canadian bank account was presented as other
comprehensive income in 2007 in the amount of $8,292.  This amount was
reclassed to the statement of expenses.  This reclass resulted in an
adjustment of net loss for 2007 from $62,965 to $54,673.
 
 Use
of Estimates
 In
preparing financial statements, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities in the balance sheet and
revenue and expenses in the statement of expenses.  Actual results
could differ from those estimates.
 
 Cash
and Cash Equivalents
 For
purposes of the statement of cash flows, Rostock considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
 F-6
 Income
Taxes
 Rostock
recognizes deferred tax assets and liabilities based on differences between the
financial reporting and tax bases of assets and liabilities using the enacted
tax rates and laws that are expected to be in effect when the differences are
expected to be recovered.  Rostock provides a valuation allowance for
deferred tax assets for which it does not consider realization of such assets to
be more likely than not.
 
 Basic
and Diluted Net Loss per Share
 Basic and
diluted net loss per share calculations are presented in accordance with
Financial Accounting Standards Statement 128, and are calculated on the basis of
the weighted average number of common shares outstanding during the year. They
include the dilutive effect of common stock equivalents in years with net
income. Basic and diluted loss per share are the same due to the absence of
common stock equivalents.
 
 Foreign
Currency
 Rostock
has the U.S. dollar designated as their functional currency because most
transactions, including all operating costs, are conducted in U.S.
dollars.  Per FAS 52 Foreign Currency Translation,
transactions conducted in the local currency, mainly the Canadian dollar, are
re-measured to U.S. dollars using current rates of exchange for assets and
liabilities. At each balance-sheet date, assets and liabilities denominated in a
currency other than the functional currency of the recording entity must be
adjusted to reflect the current exchange rate on that
date.  Transaction gains and losses resulting from adjusting assets
and liabilities denominated in a currency other than the functional currency of
the reporting entity or from settling such items generally must be included in
income as they arise.
 
 Recently
Issued Accounting Pronouncements
 Rostock
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on Rostock’s results of operations, financial position
or cash flows.
 
 2.
              Going
      Concern
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and liabilities in the ordinary
course of business. Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $114,868 at December 31, 2008.
This condition raises substantial doubt about Rostock’s ability to continue as a
going concern. Currently, management is attempting to raise further capital to
fund these losses; however, no assurance can be given as to the success of these
efforts.
 
 The
financial statements of the Company do not include any adjustments relating to
the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary if the Company is unable
to continue as a going concern.
 F-7
 3.
              Debt
 
 Notes
payable of $20,000 consists of loan proceeds from an individual dated October
29, 2008.  The loan is payable on demand and is non interest
bearing.
  Advances
from a shareholder of $531 do not bear interest and are payable on
demand.
  4.
              Equity
 
 On
January 14, 2009, Rostock approved a 7:1 forward stock split on its issued and
outstanding shares of common stock to the holders of record as of that
date.  As a result of the split, each holder of record automatically
received six additional shares of Rostock’s common stock.  After the
split, the number of shares of common stock issued and outstanding are
40,698,273 shares for both December 31, 2008 and 2007.  The
accompanying financial statements and related notes thereto have been adjusted
accordingly to reflect this forward stock split retroactively.
 
 Preferred
stock may be divided into and issued into one or more series by the Board of
Directors.  The Board is authorized to determine rights, preferences,
limitations and terms of preferred shares.  There were no preferred
shares outstanding at December 31, 2008.
 
 From
inception (November 2, 2006) through December 31, 2008, Rostock sold 40,698,273
(post forward split) shares of common stock for proceeds totaling
$43,734.  28,000,000 (post forward split) of these shares were issued
to the founder at .01 per share for proceeds of $40,000.
  5.
              Income
      Taxes
 
 Rostock
uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. During fiscal 2008, Rostock incurred a loss
and, therefore, has no tax liability. The net deferred tax asset generated by
the loss carry-forward has been fully reserved. The cumulative net operating
loss carry-forward is $113,323 at December 31, 2008 and will expire through
2028.
 
 At
December 31, 2008, deferred tax assets consisted of the following:
 
 Deferred
      tax assetsNet
      operating losses
                  
                  $
                  38,530Less:
      valuation allowance
                  
                  
                  (38,530
                  )Net
      deferred tax asset
                  
                  $
                  -
 F-8
 ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





None.





ITEM  8A.  CONTROLS  AND  PROCEDURES.





(A)
            Evaluation  of  disclosure  controls  and  procedures.  Our
      Chief Executive Officer and Principal Financial Officer, after evaluating
      the effectiveness of  our  "disclosure controls and
      procedures" (as defined in the Securities
      Exchange  Act  of  1934 Rules 13a-15(e) and
      15d-15(e)) as of the end of the
      period  covered  by  this  Annual  Report  on  Form
      10-K (the "Evaluation
      Date"),  has  concluded  that  as  of  the  Evaluation
      Date, our disclosure controls  and procedures are effective to
      provide reasonable assurance that information  we  are
      required to disclose in reports that we file or submit
      under  the  Exchange  Act  is  recorded,
      processed, summarized and reported within the time periods specified in
      the Securities and Exchange Commission rules  and forms, and
      that such information is accumulated and communicated
      to  our  management,  including  our  Chief
      Executive Officer and Principal
      Financial  Officer,  as  appropriate,  to  allow
      timely decisions regarding
  required  disclosure.










(B)
            Management’s
      report on internal controls over financial reporting.  This
      annual report does not include a report of management’s assessment
      regarding internal control over financial reporting or an attestation
      report of the company’s registered public accounting firm due to a
      transition period established by rules of the Securities and Exchange
      Commission for newly public companies .  We expect to report on
      our assessment of internal controls over financial reporting as of
      December 31, 2009.







(C)
            Changes  in  internal  control  over  financial  reporting.  There  were
      no significant changes in our internal control over financial reporting
      during
      the  last  fiscal  year  and/or up
      to and including the date of this filing that we believe materially
      affected, or are reasonably likely to materially
      affect,  our  internal  control  over  financial  reporting.








ITEM
8B. OTHER INFORMATION.





None.


-14-


PART III








ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.





The  following  table  sets  forth  the  name,  age  and
position of each of our
directors  and  executive  officers.  There  are  no  other  persons  who
can be classified as a promoter or controlling person of us. Our officers and
directors are  as  follows:





NAME
                    AGE
                    POSITIONCollin
      Sinclair
                    44
                    Chief  Executive  Officer,Chief
      Financial Officer,

                        Secretary,
      Treasurer and
Director





Collin
Sinclair has served as our Chief Executive Officer, Chief Financial Officer,
Secretary,  Treasurer  and  sole  Director
since our incorporation in November 2006.





Collinhas been our President,
Secretary, Treasurer and the sole Director since our inception on November 2,
2006. From September 1998 to August 2002, Mr. Sinclair was a crane technician
and apprentice electrician for Kaverit Steel & Crane in Saskatoon,
Saskatchewan, Canada. In October of 2002, he achieved his electrical journeyman
status (SIAST) at the Palliser Campus, Moose Jaw, Saskatchewan. From November of
2002 to January 2003, Mr. Sinclair was employed as an electrician at Triangle
Electric, Estevan, Saskatchewan. From February 2003 to December 2005, Mr.
Sinclair was employed as an Electronic Technician at Jaltronix Technologies, an
industrial electronic and control systems designer and manufacturer, located in
Saskatoon, Saskatchewan. Since January 2006, Mr. Sinclair has been the President
and owner of Cynertia Control Inc., an industrial automation and electrical
control systems designer and manufacturer located in Saskatoon,
Saskatchewan.







Other
than the work experience listed above, Mr. Sinclair has no previous history as
an  officer  or Director of a mining company or any publicly
traded companies or businesses  (see  the  Risk
Factor entitled "Our Sole Officer And Director Lacks
Technical  And/Or  Exploration Experience In And With Mining
Activities and With
Publicly  Traded  Companies  in  General,"  above).





Our
Directors are elected annually and hold office until our next annual meeting of
the shareholders and until their successors are elected and qualified. Officers
will hold their positions at the pleasure of the Board of Directors, absent any
employment agreement. Our officers and Directors may receive compensation as
determined by us from time to time by vote of the Board of Directors. Such
compensation might be in the form of stock options. Directors may be reimbursed
by us for expenses incurred in attending meetings of the Board of Directors.
Vacancies in the Board are filled by majority vote of the remaining
directors.





-15-


ITEM
10. EXECUTIVE COMPENSATION





Other(1)Annual
                  
                  
                  OptionsName
      & Principal

                      Position
                  Year
                  
                  Salary
      ($)
                  
                  
                  Compensation
                  
                  
                  SARsCollin
      Sinclair
                  2008
                  
                  $
                  - 0
      -
                  
                  
                  
                  - 0
      -
                  
                  
                  
                  - 0
      -CEO,
      CFO,
                  2007
                  
                  $
                  - 0
      -
                  
                  
                  
                  - 0
      -
                  
                  
                  
                  - 0
      -Secretary,
                  2006
                  
                  $
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Treasurer,
      andDirector
      (2)





*  Does
not include perquisites and other personal benefits in amounts less than 10% of
the total annual salary and other compensation. Other than the individual listed
above, we had no executive employees who have received more than $100,000
in  compensation,  including  bonuses  and  options,
since our formation in November 2006.





(1) No
Executive Officer received any long term incentive plan ("LTIP") payouts,
restricted  stock awards or bonuses during the last fiscal year, and
no salaries are  being  accrued.





(2)  Mr.  Sinclair  was  appointed  as  our
Chief Executive Officer, Chief Financial
Officer,  Secretary,  Treasurer  and Director on
November 2, 2006. Mr. Sinclair does not have an employment agreement with us and
has received no salary from us to date.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table provides the names and addresses of each person known to own
directly  or  beneficially  more  than  a
5% of the outstanding common stock (as
determined  in  accordance  with  Rule
13d-3 under the Exchange Act), which sole
greater  than  5%  shareholder  as  of
December 31, 2008 was our sole officer and director,  Collin
Sinclair.  Except  as  otherwise  indicated,
all shares are owned directly.





Beneficially OwnedPrior to OfferingName  and  Address  ofBeneficial  Owner
                                      
                                      Shares
                                      
                                      
                                      Percent(1)COLLIN
      SINCLAIR  (2)
                                      
                                      28,000,000
                                      
                                      
                                      68.8%102
      Pawlychenko Lane, #34S7V
      1G9, SaskatoonSaskatchewan,  CanadaAll  the  officers  and  directors
      as a group (1 Person)
                                      
                                      28,000,000
                                      
                                      
                                      68.8%
  (1) Based
on 40,698,273 (post forward stock split) shares outstanding as of December 31,
2008.
 
 (2) Mr.
Sinclair is our Chief Executive Officer, Chief Financial Officer (Principal
Accounting Officer), Secretary, Treasurer and sole
Director.


-16-


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS





In  November  2006,  we  issued  Collin
Sinclair,  our  Chief  Executive Officer, Chief
Financial Officer, Secretary and Treasurer 4,000,000 shares of our common stock
in  return  for  $40,000.





Our  Chief  Executive
Officer, Collin Sinclair provides us office space in his house
free  of  charge,  which  office  space  totals  approximately  200
square feet.





ITEM
13. RISK FACTORS





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





Risks Related To Our
Business





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





Our
current operating funds are not sufficient to meet the anticipated costs of
Phases III and IV of our exploration program on the McVicar Claim. Therefore, we
will need to obtain additional financing in order to complete our full business
plan. As at December 31, 2008, the date of our most recent unaudited financial
statements, we had cash on hand in the amount of approximately
$581.  During the year ended December 31, 2008, we had a net loss of
$51,696 and during the period from November 2, 2006 (inception) until December
31, 2008, we had a net loss of $114,868.  Furthermore, we anticipate
the need for approximately $200,000 of additional capital to support our
operations and complete our business plan and complete our exploration
activities as planned during the next 12 months. If no additional funding is
raised, we do not anticipate being able to complete any additional exploration
activities and anticipate only being able to continue our business operations
for the next six (6) months.  We have not earned any revenues from our
mineral exploration since our inception. Our plan of operation calls for
significant expenses in connection with the exploration of our McVicar Claim. We
currently do not have any arrangements for financing and we may not be able to
obtain financing when required. Our ability to obtain additional financing could
be subject to a number of factors outside of our control, including the results
from our exploration program, and any unanticipated problems relating to our
mineral exploration activities, including environmental assessments and
additional costs and expenses that may exceed our current estimates. If we are
unable to obtain additional financing in the amounts and when needed, our
business could fail.


-17-


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





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




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





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




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





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





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





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


-18-


We
face significant competition in the mineral exploration industry.





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





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





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





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





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





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




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


-19-


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





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





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





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





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





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





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





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


-20-


Risks Related To The
Ownership of Our Stock





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





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





We
may conduct further offerings in the future in which case your shareholdings
will be diluted.





We
completed an offering of 12,698,273 (post forward stock split) shares of our
common stock at a price of $0.03 per share to investors on January 5, 2007.
Additionally, Mr. Sinclair acquired 28,000,000 (post forward stock split) shares
of our common stock at a price of $0.01 per share on November 17, 2006, for a
total purchase price of $40,000. Since our inception, we have relied on such
equity sales of our common stock to fund our operations. We may conduct further
equity offerings in the future to finance our current projects or to finance
subsequent projects that we decide to undertake. If common stock is issued in
return for additional funds, the price per share could be lower than that paid
by our current stockholders. We anticipate continuing to rely on equity sales of
our common stock in order to fund our business operations. If we issue
additional stock, your percentage interest in us will be diluted. The result of
this could reduce the value of your stock.





Because
our stock is a penny stock, stockholders will be more limited in their ability
to sell their stock.





Once our
common stock is listed on the OTCBB or the Pink Sheets, it will be subject to
the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act
as long as the price of our common stock is below $5.00 per share. Under such
rule, broker-dealers who recommend low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements, including a requirement that they make an individualized
written suitability determination for the purchaser and receive the purchaser's
consent prior to the transaction. The Securities Enforcement Remedies and Penny
Stock Reform Act of 1990, also requires additional disclosure in connection with
any trades involving a stock defined as a penny stock. Generally, the Commission
defines a penny stock as any equity security not traded on an exchange or quoted
on NASDAQ that has a market price of less than $5.00 per share. The required
penny stock disclosures include the delivery, prior to any transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
with it. Such requirements could severely limit the market liquidity of the
securities and the ability of purchasers to sell their securities in the
secondary market.





UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS





None.


-21-


ITEM
14. DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
16. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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




ITEM
18. EXHIBITS





Index
of Exhibits





Exhibit Number
              Description of Exhibits3.1(1)
              Articles
      of Incorporation.3.2(1)
              Bylaws.10.1(1)
              Purchase
      Agreement dated December 22, 2006 between Kimberly Sinclair and
      Rostock.10.2(2)
              Invoice
      for Prospecting and Location of the Amerillo Queen
Claim31*
              Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232*
              Certificate
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002





*   Filed
herein.




(1) Filed
as an exhibit to our Form SB-2 Registration Statement filed with the Commission
on July 30, 2007, and incorporated herein by reference.





(2) Filed
as an exhibit to our Form S-1/A Registration Statement filed with the Commission
on July 28, 2008, and incorporated herein by reference.





ITEM
19. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit
Fees




The
aggregate fees billed for the fiscal years ended December 31, 2008 and 2007, for
professional  services  rendered  by  the
Company's principal accountants, Malone & Bailey, PC for the audit of the
Company's annual financial statementsand  the  review
of the financial statements included in the Company's QuarterlyReports  on  Form  10-Q,  as  well  as  services  provided  in
connection withstatutory  and  regulatory  filings  or  engagements
for those fiscal years were$13,253  and
$7,000 , respectively.








Audit
Related Fees





None.





Tax
Fees





None.





All
Other Fees





None.


-22-


SIGNATURES





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





ROSTOCK
      VENTURES CORP.DATED:  March
      30, 2009
              By: /s/ Collin D.
      SinclairCollin
      D. SinclairChief
      Executive Officer (Principal Executive Officer)And
      Principal Financial Officer


-23-