U.S. Lithium Corp. - Annual Report: 2008 (Form 10-K)

rostock10k123108.htm

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 Employer
of incorporation or	Industrial	Identification
organization)	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 x No

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 I

ITEM 1.	DESCRIPTION OF BUSINESS	3

ITEM 2.	DESCRIPTION OF PROPERTY	5

ITEM 3.	LEGAL PROCEEDINGS	8

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	8

PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	8

ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	10

ITEM 7.	FINANCIAL STATEMENTS	12

ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	14

ITEM 8A.	CONTROLS AND PROCEDURES	14

ITEM 8B.	OTHER INFORMATION	14

PART III

ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	15

ITEM 10.	EXECUTIVE COMPENSATION	16

ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16

ITEM 12.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	17

ITEM 13.	RISK FACTORS	17

ITEM 14.	DEFAULTS UPON SENIOR SECURITIES	22

ITEM 15.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	22

ITEM 16.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22

ITEM 17.	CONTROLS AND PROCEDURES	22

ITEM 18.	EXIBITS	22

ITEM 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.”

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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.

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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.

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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.

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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 Cost
Phase 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.

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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 approximately 0.02 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").

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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.

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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	$10,000
Office Expenses	$4,000
Consulting Fees	$3,000
Mineral Property Exploration Expenses	$52,500
Offering Expenses	$0
TOTAL	$69,500

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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.

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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			2007
Assets
Current assets:
Cash and cash equivalents	$	581		$	38,128

Total assets	$	581		$	38,128


Liabilities and Stockholders’ (Deficit) Equity
Current liabilities:
Accounts payable	$	497		$	6,879
Due to shareholder		531			-
Notes payable		20,000			-

Total liabilities		21,028			6,879

Stockholders’ (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			40,698
Additional paid-in capital		53,723			53,723
Deficit accumulated during the development stage		(114,868	)		(63,172	)
Total stockholders’ (deficit) equity		(20,447	)		31,249
Total 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, 2006
	December 31, 2008			December 31, 2007			(Inception) through December 31, 2008
Operating Expenses:

Exploration and testing	$	7,500		$	18,500		$	29,000
Legal and professional expenses		14,297			8,931			26,820
Other selling, general and administrative		27,627			33,654			63,188

Total Operating Expenses		49,424			61,085			119,009
Loss from Operations		(49,424	)		(61,085	)		(119,009	)

Other Income:
Foreign currency exchange gain / (loss)		(2,272	)		6,412			4,140

Net 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			Total
Balance, November 2, 2006		-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock for cash to founder		28,000,000		28,000		12,000		-			-			40,000
Cash received for stock subscribed				-		-		50,687			-			50,687
Net loss				-		-		-			(8,499	)		(8,499	)
Balance, December 31, 2006		28,000,000	$	28,000	$	12,000	$	50,687		$	(8,499	)	$	82,188
Shares issued for cash		12,698,273		12,698		41,723		(50,687	)		-			3,734
Net loss		-		-		-		-			(54,673	)		(54,673	)
Balance, December 31, 2007		40,698,273	$	40,698	$	53,723	$	-		$	(63,172	)	$	31,249
Net 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, 2008
Cash 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			11,000
Changes in assets and liabilities:
Accounts payable		(6,382	)		3,286			497
Net 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			43,734
Cash received for stock not issued		-			-			50,687
Borrowings on debt		20,000			-			20,000
Advances (to)/ from shareholder		531			(356	)		531
Net cash provided by financing activities		20,531			3,378			114,952

Net increase (decrease) in cash and cash equivalents		(37,547	)		(42,009	)		581

Cash and cash equivalents at beginning of period		38,128			80,137			-

Cash and cash equivalents at end of period	$	581		$	38,128		$	581

Supplemental 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 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

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.

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 assets
Net operating losses	$	38,530
Less: 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	POSITION

Collin 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.

Collin has 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		Options
Name & Principal Position	Year	Salary ($)		Compensation		SARs

Collin Sinclair	2008	$	- 0 -		- 0 -		- 0 -
CEO, CFO,	2007	$	- 0 -		- 0 -		- 0 -
Secretary,	2006	$	-0-		-0-		-0-
Treasurer, and
Director (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 Owned
	Prior to Offering

Name and Address of
Beneficial Owner	Shares	Percent(1)

COLLIN SINCLAIR (2)	28,000,000	68.8%
102 Pawlychenko Lane, #34
S7V 1G9, Saskatoon
Saskatchewan, Canada

All 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.

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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.

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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 Exhibits

3.1(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 Claim

31*	Certificate of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*	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 statements and the review of the financial statements included in the Company's Quarterly Reports on Form 10-Q, as well as services provided in connection with statutory 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.

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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. Sinclair
	Collin D. Sinclair
	Chief Executive Officer (Principal Executive Officer)
	And Principal Financial Officer

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