U.S. Lithium Corp. - Quarter Report: 2012 September (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 September 30, 2012

      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

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.)

 

2360 Corporate Circle, Suite 4000

Henderson, NV 89074-7722

 (Address of principal executive offices)

(702) 866-2500

 (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.

  X . Yes           . No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        . 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 November 19, 2012, there were 41,412,559 shares of the registrant’s $0.001 par value common stock issued and outstanding.

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ROSTOCK VENTURES CORP.

TABLE OF CONTENTS

		Page
PART I.              FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4.	CONTROLS AND PROCEDURES	12
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	13
ITEM 4.	MINE SAFETY DISCLOSURES	13
ITEM 5.	OTHER INFORMATION	13
ITEM 6.	EXHIBITS	13

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rostock Ventures Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*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.

(An Exploration Stage Company)

Financial Statements

For the Period Ended September 30, 2012 (unaudited) and December 31, 2011

Balance Sheets (unaudited)

4

Statements of Operations (unaudited)

5

Statements of Cash Flows (unaudited)

6

Notes to the Financial Statements (unaudited)

7

3

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Balance Sheets

	September 30, 2012 $ (unaudited)	December 31,  2011  $
ASSETS
Current assets
Cash	–	1,398
Total Assets	–	1,398
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	39,696	35,736
Due to related parties	29,300	9,950
Notes payable – related party	154,576	121,906
Total Liabilities	223,572	167,592
STOCKHOLDERS’ DEFICIT
Preferred Stock Authorized: 10,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil preferred shares
	–	–
Common Stock Authorized: 100,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 41,412,559 common shares
	41,412	41,412
Additional Paid-In Capital	114,029	111,037
Deficit accumulated during the exploration stage	(379,013)	(318,643)
Total Stockholders’ Deficit	(223,572)	(166,194)
Total Liabilities and Stockholders’ Deficit	–	1,398

(The accompanying notes are an integral part of these financial statements)

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Operations

(unaudited)

	For the Three Months Ended		For the Nine Months Ended		Accumulated from November 2, 2006 (Date of Inception) to September 30, 2012 $
	September 30, 2012 $	September 30, 2011 $	September 30, 2012 $	September 30, 2011 $
Revenues	–	–	–	–	–
Operating Expenses
Consulting fees	–	8,662	–	8,662	8,662
Foreign exchange gain	–	–	–	–	(4,396)
General and administrative	301	2,609	2,292	10,082	120,719
Management fees	6,000	5,000	18,000	7,000	31,000
Mineral exploration costs	–	–	–	1,576	62,145
Professional fees	3,250	11,500	30,500	31,950	131,492
Total Operating Expenses	9,551	27,771	50,792	59,270	349,622
Loss Before Other Expense	(9,551)	(27,771)	(50,792)	(59,270)	(349,622)
Other Expense
Interest expense	(3,553)	(2,742)	(9,578)	(7,786)	(29,391)
Net Loss	(13,104)	(30,513)	(60,370)	(67,056)	(379,013)
Net Loss per Share – Basic and Diluted	–	–	–	–
Weighted Average Shares Outstanding – Basic and Diluted	41,412,559	41,412,559	41,412,559	41,046,258

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Cash Flows

(unaudited)

	For the Nine Months Ended  September 30, 2012 $	For the Nine Months Ended September 30, 2011 $	Accumulated from November 2, 2006 (Date of Inception) to September 30, 2012 $
Operating Activities
Net loss for the period	(60,370)	(67,056)	(379,013)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral exploration costs	–	–	22,025
Imputed interest	2,992	2,750	11,020
Changes in operating assets and liabilities:
Prepaid expenses	–	(1,000)	–
Accounts payable and accrued liabilities	3,960	10,191	44,696
Due to related party	19,350	–	22,350
Net Cash Used In Operating Activities	(34,068)	(55,115)	(278,922)
Investing Activities
Acquisition of mineral properties	–	–	(22,025)
Net Cash Used In Investing Activities	–	–	(22,025)
Financing Activities
Proceeds from related parties	–	1,950	4,950
Repayment to related parties	–	(3,000)	(3,000)
Proceeds from note payable	32,670	11,928	154,576
Proceeds from issuance of shares	–	50,000	144,421
Net Cash Provided By Financing Activities	32,670	60,878	300,947
Increase (Decrease) in Cash	(1,398)	5,763	–
Cash – Beginning of Period	1,398	–	–
Cash – End of Period	–	5,763	–
Supplemental Disclosures
Interest paid	–	–	–
Income tax paid	–	–	–

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

1.

Organization and Nature of Operations

Rostock Ventures Corp. (the “Company”) was incorporated in the State of Nevada on November 2, 2006 and is a natural resource exploration and production company engaged in the exploration, acquisition, and development of mineral properties in the United States. The Company is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company hold 59 mineral claims in the Tintina Gold Belt in Yukon, Canada and is in the process of exploring these claims, as well as raising additional capital for future acquisitions.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2012, the Company has not earned revenue, has a working capital deficit of $223,572, and an accumulated deficit of $379,013. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

b)

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2012 and December 31, 2011, there were no cash equivalents.

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

d)

Interim Financial Statements

These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

e)

Mineral Property Costs

The Company has been in the exploration stage since its formation on November 2, 2006 and has not yet realized any revenues from its planned operations. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f)

Asset Retirement Obligations

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

g)

Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

h)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar.  Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

i)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

j)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

k)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and December 31, 2011, the Company has no items representing comprehensive income or loss.

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ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)

2.

Summary of Significant Accounting Policies (continued)

l)

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.  As at September 30, 2012 and December 31, 2011, the Company did not grant any stock options.  

m)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.

Notes Payable

a)

As at September 30, 2012, the Company owes $119,445 (2011 - $86,775) of notes payable to shareholders of the Company.  The amounts owing are unsecured, due interest ranging from 6-10% per annum, and are due on demand.  As at September 30, 2012, accrued interest of $18,370 (2011 - $11,784) has been recorded in accrued liabilities.

b)

As at September 30, 2012, the Company owes $35,131 (2011 - $35,131) of notes payable to shareholders of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.  As at September 30, 2012, the Company has recorded imputed interest, calculated at 10% per annum, of $11,021 (December 31, 2011 - $8,029) which is recorded as additional paid-in capital.

4.

Related Party Transactions

a)

As at September 30, 2012, the Company owed $29,300 (December 31, 2011 - $9,950) to the President and Director of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

b)

During the period ended September 30, 2012, the Company incurred $18,000 (2011 - $7,000) of management fees to the President and Director of the Company. The Company is committed to monthly management fees of $1,000 until such time as the agreement is cancelled by the President and Director or by the Company. During August 2011, the agreement was amended increasing the management fee to $2,000 per month.

5.

Subsequent Events

There were no subsequent event items as at the filing date of these financial statements.  

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ITEM 2.

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

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	September 30, 2012 $	December 31, 2011 $
Current Assets	-	1,398
Current Liabilities	223,572	167,592
Working Capital (Deficit)	(223,572)	(166,194)

Cash Flows

	Nine Months Ended	Nine Months Ended
	September 30, 2012 $	September 30, 2011 $
Cash Flows from (used in) Operating Activities	(34,068)	(55,115)
Cash Flows from (used in) Financing Activities	32,670	60,878
Net Increase (decrease) in Cash During Period	(1,398)	5,763

Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the nine months ended September 30, 2012 were $50,792 compared with $59,270 for the nine months ended September 30, 2011. The decrease in operating expense is attributed to a decrease in professional fees of $1,450 due to lower legal fees as the Company had limited transactions during the current period compared to prior period, decrease of $8,662 of consulting fees as the Company had limited cash flows and did not hire any consultants to assist with the business, decrease of $7,790 in general and administrative expenses due to limited amounts of cash flow and offset by an increase of $11,000 in management fees to the President and Director of the Company at a rate of $2,000 per month compared to prior year where only seven months at a rate of $1,000 per month was charged.  

Net loss for the nine months ended September 30, 2012 was $60,370 compared with $67,056 for the nine months ended September 30, 2011.  In addition to operating expenses, the Company incurred $9,578 of interest expense during the nine months ended September 30, 2012 compared with $7,786 for the nine months ended September 30, 2011.  The interest expense is due to the $154,576 of notes payable to related parties which incurs interest from 0-10% per annum and the increase in the current year was due to an increase in the amount of notes payable outstanding.  

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Liquidity and Capital Resources

As at September 30, 2012, the Company’s cash and total asset balance was $nil compared to $1,398 as at December 31, 2011. The decrease in cash and total assets was due to the fact that the Company incurred operating expenses during the period with only minimal amounts of additional financing from the issuance of notes payable.  

As at September 30, 2012, the Company had total liabilities of $223,572 compared with total liabilities of $167,592 as at December 31, 2011. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $3,960 due to timing differences between the payment terms of various operating expenditures, $19,350 for amounts owing to related parties for unpaid management fees, and $32,670 of additional notes payable that were issued during the period.

As at September 30, 2012, the Company had a working capital deficit of $223,572 compared with $166,194 as at December 31, 2011.  The increase in working capital deficit was attributed to the expenditures incurred in excess of the proceeds received from equity financing during the period.    

Cashflow from Operating Activities

During the nine months ended September 30, 2012, the Company used $34,068 of cash for operating activities compared to the use of $55,115 of cash for operating activities during the period ended September 30, 2011. The change in net cash used in operating activities is attributed to the fact that the Company received $32,670 from the issuance of notes payable which was used for operating activities during the period.    

Cashflow from Financing Activities

During the six months ended September 30, 2012, the Company received proceeds of $32,670 from financing activities compared to $60,878 during the period ended September 30, 2011.  The change in cash flows from financing activities is attributed to the fact that the Company received $32,670 from the issuance of notes payable compared with $11,928 during the nine months ended September 30, 2011 as well as $50,000 from the issuance of common shares during the period ended September 30, 2011.    

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

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.

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 our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

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Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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

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 Principal 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 Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2012, 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 April 12, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. 

LEGAL PROCEEDINGS

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

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.

Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than previously disclosed.

2.            Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

On November 16, 2012, the Company executed an Unsecured Promissory Note (the “Note”) to Pop Holdings Ltd. (“Pop Holdings”). Under the terms of the Note, the Company has borrowed a total of $7,650 from Pop Holdings, which accrues interest at an annual rate of 10% and is due on demand from Pop Holdings.  The Note also contains customary events of default.  A true and correct copy of the Note is filed herewith as Exhibit 10.08.

ITEM 6.

EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) 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:     November 19, 2012		/s/ Gregory Rotelli
		By:  GREGORY ROTELLI
		Its:  President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated:     November 19, 2012	/s/ Gregory Rotelli
	By:  GREGORY ROTELLI Its:  Director

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