U.S. Lithium Corp. - Quarter Report: 2010 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

 

 X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

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

For the transition period from ______ to _______

Commission File Number 333-144944

 

ROSTOCK VENTURES CORP.

(Name of small business issuer in its charter)

 

Nevada		98-0514250
(State of incorporation)		(I.R.S. Employer Identification No.)

 

3033 Fifth Avenue, Suite 201

San Diego, CA 92103

(Address of principal executive offices)

 

619-399-3090

(Registrant’s telephone number)

with a copy to:

Carrillo Huettel, LLP

3033 Fifth Ave. Suite 201

San Diego, CA 92103

Telephone (619) 399-3090

Facsimile (619) 399-0120

 

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.  X . Yes      . No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      . Yes  X . No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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

As of May 12, 2010, there were 40,698,273 shares of the registrant’s $.001 par value common stock issued and outstanding.

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ROSTOCK VENTURES CORP.*

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	UNAUDITED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	12
ITEM 1A.	RISK FACTORS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	12

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ROSV" refers to Rostock Ventures Corp.

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PART I: FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

ROSTOCK VENTURES CORP.

(A Development Stage Company)

Balance Sheets

(Unaudited)

		March 31,		December 31,
		2010		2009
Assets
Current assets:
Cash and cash equivalents	$	9,105	$	3,499
Total assets	$	9,105	$	3,499
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	11,068	$	9,403
Notes payable, shareholder		80,059		65,131
Total liabilities		91,127		74,534
Stockholders’ deficit:
Preferred stock, $0.001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized, 40,698,273 shares issued and outstanding		40,698		40,698
Additional paid-in capital		55,710		55,534
Deficit accumulated during the development stage		(178,430)		(167,267)
Total stockholders’ deficit		(82,022)		(71,035)
Total liabilities and stockholders’ deficit	$	9,105	$	3,499

See accompanying notes to these financial statements.

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ROSTOCK VENTURES CORP.

(A Development Stage Company)

Statements of Operations

(Unaudited)

		Three Months Ended March 31,				November 2, 2006 (Inception) to March 31, 2010
		2010		2009
Operating expenses:
Exploration and testing	$	-	$	-	$	50,468
Legal and professional expenses		2,500		1,208		39,042
Other selling, general and administrative		7,997		6,048		90,321
Total Operating Expenses		10,497		7,256		179,831
Loss from Operations		(10,497)		(7,256)		(179,831)
Other gain (expense):
Interest expense		(666)		-		(2,995)
Foreign currency exchange gain (loss)		-		77		4,396
Total Other Gain (Expense)		(666)		77		1,401
Net loss	$	(11,163)	$	(7,179)	$	(178,430)
Basic and diluted net loss per common share	$	(0.00)	$	(0.00)		N/A
Weighted average common shares outstanding		40,698,273		40,698,273		N/A

See accompanying notes to these financial statements.

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ROSTOCK VENTURES CORP.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

		Three Months Ended March 31,				November 2, 2006 (Inception) to March 31, 2010
		2010		2009
Cash flows from operating activities:
Net loss	$	(11,163)	$	(7,179)	$	(178,430)
Adjustments to reconcile net loss to net cash used in operating activities:
Write-off of mining claim costs		-		-		22,025
Imputed interest		176		-		1,987
Changes in assets and liabilities:
Accounts payable and accrued expenses		1,665		2,424		11,068
Foreign currency (gain) loss		-		(77)		4,396
Net cash used in operating activities		(9,322)		(4,832)		(138,954)
Cash flows from investing activities:
Purchase of mining claim		-		-		(22,025)
Cash flows from financing activities:
Cash received for stock issued		-		-		43,734
Cash received for stock not issued		-		-		50,687
Borrowings on debt		14,928		-		80,059
Advances from shareholder		0		4,600		15,131
Assignment of shareholder advances		0		-		(15,131)
Net cash provided by financing activities		14,928		4,600		174,480
Foreign exchange effect on cash		-		77		(4,396)
Net increase (decrease) in cash and cash equivalents		5,606		(155)		9,105
Cash and cash equivalents at beginning of period		3,499		581		-
Cash and cash equivalents at end of period	$	9,105	$	426	$	9,105
Supplemental information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

See accompanying notes to these financial statements.

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Rostock Ventures Corporation

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.

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 September 30, 2009, Rostock had purchased 59 mining claims in the Tintina Gold Belt in Yukon Territory, Canada and is in the process of geologically evaluating and testing these claims as well as raising operating capital and further developing its business plan for future acquisitions.

Basis of Presentation

The accompanying unaudited interim 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, and should be read in conjunction with the audited financial statements and notes thereto contained in Rostock’s Annual Financial Statements included herein on this Form S-1 filed with the SEC. 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 interim period presented have been reflected herein. The results of operations for the interim period is not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended December 31, 2009 have been omitted.

New Pronouncements

Effective for the quarter ended June 30, 2009, the Company implemented ASC 855, Subsequent Events (“ASC 855,”). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of ASC 855, did not impact the Company’s financial position or results of operations.

In July 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance relating to the “FASB Accounting Standards Codification” at ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The codification is effective for interim periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105. All other accounting literature not included in the Codification is non-authoritative. The adoption of ASC 105 did not impact the Company’s results of operations, financial position or cash flows.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

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 at March 31, 2010. 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.

3.

Debt

Notes payable consist of proceeds from two loan agreements.

The first loan in the amount of $20,000 is from an individual dated October 29, 2008. The loan is payable on demand, is non interest bearing and is unsecured. On January 18, 2010 the holder of the note executed an assignment agreement and general release to transfer the obligation to the shareholder effective as of the date the funds were advanced. Impute interest in the amount of $1,297 is included in additional paid in capital.

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The second loan of $15,131 is from net funds advanced by a former shareholder. On January 18, 2010 the former shareholder assigned and transferred his rights to these funds to the current shareholder. The assignment was effective as of the dates funds were advanced. The funds advanced bear no interest and are unsecured. Imputed interest in the amount of $690 is included in additional paid in capital.

The third loan is dated September 17, 2009, in the amount of $30,000 and bears interest at 6%. The loan matures September 18, 2010, along with unpaid interest. Additional funds of $14,928 were advanced by this lender on March 12, 2010 bringing the total loan balance to $44,928. Interest of $1,008 has been accrued on this note as of March 31, 2010. The loan is unsecured.

4.

Equity

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 March 31, 2010.

From inception (November 2, 2006) through March 31, 2010, 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 $0.01 per share for proceeds of $40,000.

5.

SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after March 31, 2010 up through May 13, 2010, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

BUSINESS

Description of Business

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.

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 former 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.

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, 2010. 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, 2010, and we will lose all interest that we have in the mineral claim.

 

On July 3, 2009, Rostock Ventures Corp. (the “Company”) entered into a verbal agreement to acquire 59 mining claims (the “Claims”) from Coureur Des Bois (the “Seller”) in the Yukon Province in exchange for $11,025 (the “Consideration”), which amount was to be paid prior to September 30, 2009. The Seller invoiced the Company on July 14, 2009 for the Consideration.

Though the Claims were duly recorded with the Yukon Territory’s Recorder’s officer on July 3, 2009 in the name of the Company, the Company did not tender full payment for such Claims until September 23, 2009.

The Claims, in the aggregate, are a gold prospect which is approximately 3200 contiguous acres and has similar geological characteristics as recent gold discoveries in close proximity. The Claims lie within the prolific mining region known as the Tintina Gold Belt.

Exploration Work

All exploration work to be completed by us on our claims will be conducted by or under the supervision of Neil Perk and Agata Zurek. Neil Perk and Agata Zurek are consulting geologists and are employed by Equity Exploration Consultants Ltd., which has an office at 700-700 West Pender Street, Vancouver, BC, Canada, V6C 1G8.

Neil Perk graduated from the University of Victoria with a Bachelor of Science in Earth Sciences and has work experience as a project geologist and field assistant on many different projects in Canada. He has worked with Equity Exploration since 2007.

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Agata Zurek has a Bachelor of Science in Geology from the University of British Columbia and has worked with Equity Exploration since 2008.

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, gold and other precious metals. We plan to sell any 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.

Dependence on one or a few Major Competitors

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

Employees; Identification of Certain Significant Employees

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

Properties

Our property consists of office space located at 3033 Fifth Avenue, Suite 201, San Diego, CA 92103. We use such space for no charge from our president. Currently, this space is sufficient to meet our needs; however, once we expand our business to a significant degree, we will have to find a larger space. We do not own any real estate.

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 Environmental 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.

Regulation

Exploration activities are subject to various national, state, foreign and local laws and regulations, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations promulgated by the United States Federal Government.

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Our exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.

Cash Requirements

Our cash on hand as of March 31, 2010 is $9,105. We do not have sufficient cash on hand to pay the costs of our operations as projected to twelve (12) months or less or to fund our operations for that same period of time. We will require additional financing in order to proceed with some or all of our goals as projected over the next twelve (12) months. We presently do not have any arrangements for additional financing, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with any of our goals projected over the next twelve (12) months and beyond.

Any additional growth of the Company will require additional cash infusions. We may face expenses or other circumstances such that we will have additional financing requirements. In such event, the amount of additional capital we may need to raise will depend on a number of factors. These factors primarily include the extent to which we can achieve revenue growth, the profitability of such revenues, operating expenses, research and development expenses, and capital expenditures. Given the number of programs that we have ongoing and not complete, it is not possible to predict the extent or cost of these additional financing requirements.

Notwithstanding the numerous factors that our cash requirements depend on, and the uncertainties associated with each of the major revenue opportunities that we have, we believe that our plan of operation can build long-term value if we are able to demonstrate clear progress toward our objectives.

Progress in the development of our business plan will likely lend credibility to our plan to achieve profitability.

The Company does not anticipate any contingency upon which it would voluntarily cease filing reports with the SEC. It is in the compelling interest of this Registrant to report its affairs quarterly, annually and currently, as the case may be, generally to provide accessible public information to interested parties, and also specifically to maintain its eligibility for the OTCBB.

The failure to secure any necessary outside funding could have an adverse affect on our development and results therefrom and a corresponding negative impact on shareholder liquidity.

Results of Operations for the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008

We did not generate any revenue for the three-month periods ended March 31, 2010 and 2009, or for the period from inception, November 2, 2006, through March 31, 2010. We do not anticipate generating revenues until we raise sufficient capital to conduct our exploration activities and locate commercial quantities of minerals, of which there can be no assurance.

We had a net loss from operations for the three-month period ended March 31, 2010 of $10,497 compared to $7,256 for the three-month period ended March 31, 2009; an increase of $3,241.

Operating expenses incurred during the three-month period ended March 31, 2010 totaled $10,497 compared to $7,256 incurred during the three month-period ended March 31, 2009. This increase of $3,241 is primarily due to an increase of $1,292 in legal fees and $1,949 in other selling, general and administrative expenses.

Interest expense was $666 and $0 for the three-month period ended March 31, 2010 and 2009, respectively.

We had a foreign exchange gain of $0 for the three-month period ended March 31, 2010 compared to $77 for the three-month period ended March 31, 2009, in connection with foreign currency translation adjustments of our assets.

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

Liquidity and Capital Resources

We had current assets of $9,105 as of March 31, 2010, consisting entirely of cash and cash equivalents. We had no other assets besides the cash and cash equivalents as of March 31, 2010.

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We had total liabilities, consisting solely of current liabilities, of $91,127 as of March 31, 2010. These liabilities consisted of accounts payable, accrued expenses and notes payable to shareholders.

We had a working capital deficit of $82,022 and a total deficit accumulated during the development stage of $178,430 as of March 31, 2010.

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 $178,430 at March 31, 2010. 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 of liabilities that might be necessary if Rostock is unable to continue as a going concern.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Quarterly Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2010, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on March 31, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in internal controls over financial reporting that occurred during the three months ended March 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any pending legal proceeding. No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

1.

Issuance of Equity Securities in exchange for services:

None.

2.

Convertible Securities:

None.

3.

Outstanding Warrants:

None.

4.

Sales of Equity Securities for Cash:

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

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SIGNATURES

Pursuant to 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: May 13, 2010		By:   /s/ Luis Carrillo
			LUIS CARRILLO
			Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer

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