ROCKELLE CORP. (Form: 10QSB, Received: 11/19/2007 16:46:01)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File #000-50416

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)

162 Miller Place Road, Miller Place, New York	11764
(Address of principal executive offices )	(Zip Code)

(Registrant’s telephone no., including area code)

(Former name, address and fiscal year, if changed since last report)

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 16, 2007: 46,808,883 shares of common stock.

FINANCIAL STATEMENTS

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition

Item 3.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Changes in Securities

Item 3.	Defaults Upon Senior Securities

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

Item 5.	Other Information

Item 6.	Exhibits and Reports on Form 8-K

Item 1. Financial Information

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended September 30, 2007 are not necessarily indicative of results that may be expected for the year ending December 31, 2007. The financial statements are presented on the accrual basis.

Index to Financial Statements

FINANCIAL STATEMENTS	PAGE


Consolidated Balance Sheet	4-5


Consolidated Statements of Operations	6


Consolidated Statement of Stockholders’ Deficit	7


Consolidated Statements of Cash Flows	8


Notes to Financial Statements	9

Rockelle Corp. and Subsidiary
Consolidated Balance Sheet
September 30, 2007



ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	19,319
Prepaid expenses and other current assets		6,533

Total current assets		25,852

PROPERTY AND EQUIPMENT
Furniture and equipment		24,954
Automobiles		37,667
Construction in progress		82,797
		145,418
Accumulated depreciation and amortization		(10,598	)
		134,820

OTHER ASSETS
Franchise area rights, net		223,750
Deferred financing costs, net		208,947
Assets related to discontinued operations		30,000
Security deposits and other assets		62,334

Total other assets		525,031

Total assets	$	685,703

See notes to financial statements

Page 4

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
Accounts payable and accrued expenses	$	223,371
Franchise obligation - current portion		75,000
Note payable - current portion		4,822
Liabilities related to discontinued operations		15,900
Due to affiliate		72,510
Convertible notes, net of discount		729,916
Loan from stockholder		130,775

Total current liabilities		1,252,294

LONG-TERM LIABILITIES
Franchise obligation - non-current		50,000
Note payable - non-current		15,131

Total long-term liabilities		65,131

Total liabilities		1,317,425



STOCKHOLDERS' EQUITY
Preferred stock - $0.001 par value; 10,000,000 shares authorized;
None issued and outstanding		-
Common stock - $0.001 par value; 200,000,000 shares authorized
47,508,883 issued and outstanding		47,508
Additional paid-in capital		4,642,086
Retained earnings (accumulated deficit)		(5,321,316	)

Total stockholders' equity		(631,722	)

Total liabilities and stockholders' equity	$	685,703

See notes to financial statements

Page 5

Rockelle Corp. and Subsidiary
Consolidated Statements of Operations






	Nine months ended September 30,						Three months ended September 30,
	2007			2006			2007			2006

Sales	$	21,664		$	45,019		$	21,664		$	29,635

Operating Expenses
Food and supply purchases		8,888			27,489			8,888			25,684
Stock-based compensation		1,026,465			-			342,155			-
Loss on disposal of property and equipment		-			44,010			-			-
Other general and administrative expenses		787,996			962,404			307,819			303,221

Total operating expenses		1,823,349			1,033,903			658,862			328,905

Loss from continuing operations before other income/expense		(1,801,685	)		(988,884	)		(637,198	)		(299,270	)

Gain on sale of franchise restaurant location		-			40,000			-			40,000
Interest income		5,056			13,779			-			7,680

Loss from continuing operations		(1,796,629	)		(935,105	)		(637,198	)		(251,590	)

Discontinued operations (Note 5)

Loss from operations of discontinued component (including loss
on disposal of $936,124 for the nine months ended September 30, 2007)		(1,234,647	)					(72	)		-

Net loss	$	(3,031,276	)	$	(935,105	)	$	(637,270	)	$	(251,590	)


Basic and diluted net loss per common share from continuing operations	$	(0.04	)	$	(0.04	)
Basic and diluted net loss per common share from discontinued operations		(0.03	)		-
Basic and diluted net loss per common share	$	(0.07	)	$	(0.04	)

Weighted average common shares used in computing basis and diluted
net loss per common share		43,400,218			22,425,048

See notes to financial statements

Page 6

Rockelle Corp. and Subsidiary
Consolidated Statement of Stockholders’ Deficit




					Additional
			Common		Paid-In		Accumulated
	Shares		Stock		Capital		Deficit			Total

Balance at December 31, 2006		32,816,330	$	32,816	$	3,108,523	$	(2,290,040	)	$	851,299

Stock issued January 2007 as officer
compensation at a value of $200,000
or $0.07 per share		2,857,143		2,857		197,143					200,000

Stock-based compensation						1,026,465					1,026,465

Issuance of common stock in exchange
for services rendered at a value of
$108,000 at $0.06 per share		1,800,000		1,800		106,200					108,000

Conversion of debentures to common stock		6,835,410		6,835		93,584					100,419

Exercise of warrants		3,200,000		3,200		110,171					113,371

Net loss								(3,031,276	)		(3,031,276	)

Balance at September 30, 2007		47,508,883	$	47,508	$	4,642,086	$	(5,321,316	)	$	(631,722	)

See notes to financial statements

Page 7

Rockelle Corp. and Subsidiary
Consolidated Statements of Cash Flows




	Nine months ended September 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,031,276	)	$	(935,105	)

Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		44,379			13,401
Loss on disposal of property and equipment		936,124			44,010
Amortization of franchise area rights		28,246			27,113
Amortization of deferred financing costs		115,963			125,188
Amortization of discount on convertible debentures		274,835			237,935
Stock-based compensation		1,026,465			-
Common stock issued for services		108,000			324,000
Changes in assets and liabilities:
Accounts receivable		-			-
Inventories		12,753			2,581
Prepaid expenses and other current assets		8,800			(17,333	)
Franchise area rights		-			(90,500	)
Restricted cash		200,000			-
Security deposits and other assets		17,932			31,500
Accounts payable and accrued expenses		47,924			42,851
Liabilities related to discontinued operations		15,900			-
Due to affiliates		(5,000	)		(22,990	)
Total adjustments		2,832,321			717,756

Net cash used in operating activities		(198,955	)		(217,349	)


CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment		-			75,000
Capital expenditures		(130,780	)		(782,072	)

Net cash used in investing activities		(130,780	)		(707,072	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of warrants		113,371			-
Repayment of notes payable		(3,402	)		-
Deferred financing costs		-			(330,502	)
Loan from/repayment to stockholder		120,715			(70,200	)
Repayment of franchise obligation		(25,000	)		(50,000	)
Proceeds from issuance of convertible debentures		-			2,000,000

Net cash provided by financing activities		205,684			1,549,298

Net (decrease) increase in cash and cash equivalents		(124,051	)		624,877

Cash and cash equivalents - Beginning of period		143,370			2,150

Cash and cash equivalents - End of period	$	19,319		$	627,027


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	1,146		$	575
Income taxes paid	$	310		$	310

NON-CASH INVESTING ACTIVITY:
Issuance of common stock in exchange for services	$	200,000		$	75,000
Wanrrant value recorded as paid-in capital	$	-		$	1,511,983
Warrants issued for services	$	-		$	270,880
Conversions of debentures to common stock	$	127,232		$	104,210

See notes to financial statements

Page 8

Rockelle Corp.

Notes to Financial Statements

September 30, 2007

NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

Rockelle Corp. (“Rockelle”), formerly known as Serie Inc., was incorporated on September 19, 2003 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Its current primary business purpose is to acquire area franchise rights for franchises in the quick-service food industry and to license those franchise rights to store operators. To date, Rockelle has not licensed any of these franchisrights to third parties

In April 2005, Rockelle organized and capitalized a wholly-owned subsidiary, Rockelle Riverhead Corp. (“Riverhead”) for the purpose of operating two convenience stores (one of which was sold in November 2005 and the other which was sold in March 2006), each located on a property shared with a gas station. In connection with taking over these operations, the owner of the property contracted with Rockelle to dispense gasoline to customers of the gas station. Rockelle received a fee based upon the amount of gas dispensed.

Subsequent to the sale of the convenience stores, Rockelle entered into a Multiple Unit Development Agreement with Frosted Mug Holdings, LLC ("Agreement") which granted it certain development rights to establish and operate ten Snack Bars using the Frosted Mug Holdings proprietary restaurant services marks which currently include "Stewart's", “Stewart's Root Beer" and the "Original Drive In". In connection with this agreement, Riverhead developed and operated six (6) of these “Stewart’s” Snack Bars located inside Wal-mart department stores. They are located in Pennsylvania, Florida, Ohio and Maryland. Rockelle discontinued operating these Snack Bars during the second quarter of 2007 (see Note 5).

In May 2006, Rockelle purchased the right to operate a “Blimpie” restaurant franchise in Wilton, New York and paid a deposit of $60,000 to the franchisor. In September 2006, a third party paid Rockelle $100,000 for the right to this franchise location. In connection with this transaction, Rockelle recognized a gain of $40,000.

In July 2007, Rockelle opened a “Choc full O’ Nuts” franchise in New York City, New York.

The consolidated financial statements include the accounts of Rockelle and Riverhead (together the “Company”). All material intercompany transactions and balances have been eliminated in consolidation.

The financial statements for the nine months ended September 30, 2007 and 2006 together with the balance sheet as of September 30, 2007 included herein have not been audited by the Company’s independent public accountants. In the opinion of management, all adjustments necessary to present fairly the financial position at September 30, 2007 and the results of operations and cash flows for the periods presented herein have been made.

The financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such regulations. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006.

Page 9

Rockelle Corp.

Notes to Financial Statements

September 30, 2007

At September 30, 2007, the Company has negative working capital of $1,226,442, has incurred losses since inception totaling $5,321,316 and has yet to achieve profitable operations. The Company's ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not give affect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Management plans to continue to provide for its capital needs during the year ending December 31, 2007 by issuing equity securities or by pursuing alternative financing, however, there are no assurances that management's plans will be attained.

NOTE 2 – STOCK-BASED COMPENSATION

In January 2007, the principal stockholder of the Company received 2,857,143 shares of the Company’s stock in lieu of salary for services performed for the year ended December 31, 2006.

Effective January 1, 2007, the Company issued 25 million options to purchase Rockelle common stock to a key executive in the Company at a price of $.01 per share. The options have a term of five years and vest on January 1, 2008. In addition, pursuant to the terms of an employment agreement, the Company is obligated to issue 25 million options to purchase Rockelle common stock on January 1 ^st of 2008, 2009, 2010 and 2011. Each award has an exercise price of $.01 per share, vests over a one year service period and has an option life of five years.

Options outstanding as of September 30, 2007 and changes during the nine months ended September 30, 2007 were as follows:



			Weighted
	Shares		Average		Aggregate
	Under		Exercise		Intrinsic
Outstanding at	Option		Price		Value

December 31, 2006		-	$	-	$	-
Granted		25,000,000	$	.01	$	1,250,000
Exercised		-	$	-	$	-

September 30, 2007		25,000,000	$	.01	$	1,000,000

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal 2007 of $.05 and the exercise price of $.01, multiplied by the number of in-the-money options) that option holders would have received had they exercised their options on September 30, 2007. The aggregate intrinsic value of options granted during the year represents the total pre-tax intrinsic value as measured from the grant date versus the market value at September 30, 2007. This amount changes based upon the fair market value of the Company’s stock. As of September 30, 2007, the Company had no shares under option which were exercisable.

Page 10

Rockelle Corp.

Notes to Financial Statements

September 30, 2007

The grant-date fair value, as calculated using the Black-Scholes option valuation model, was calculated at $0.0547 per share. The fair value of the options is being amortized over the vesting period on a straight-line basis.

Assumptions used in the calculation of grant-date fair value for the stock options were as follows:


Exercise Price	$	0.01
Expected Term (years)	one year
Expected Volatility		222.8	%
Dividend Yield		0	%
Risk Free Interest Rate		5.0	%

The Company’s expected option term was assumed at the earliest possible exercise date for the award. The Company’s expected stock volatility assumption was based upon historical stock price fluctuations of the Company’s common stock. The risk free interest rate was estimated using rates for 1-year U.S. Treasury notes as of the grant-date.

For the three and nine months ended September 30, 2007, the Company expensed $342,155 and $1,026,465, respectively, related to these stock options.

NOTE 3 – EARNINGS PER SHARE

Basic net income (loss) per common share exclude dilution and are computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common shares of the Company or its subsidiaries were exercised or converted to common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. For the nine months ended September 30, 2007 and 2006, diluted loss per share is the same as basic loss per share since the effect of all common stock equivalents was anti-dilutive due to the net loss. At September 30, 2007, there were 2,919,856 warrants issued that were considered to be dilutive securities that will dilute future earnings per share.

NOTE 4 – JOINT VENTURE AGREEMENT

On January 31, 2007, the Company entered into a Joint Venture Purchase Agreement (the “Agreement”) with Frosted Mug Holdings, LLC (“Frosted”) to form a joint venture (the “Joint Venture”) to engage together in the business of Stewarts Root Beer Drive-in Restaurants, formerly operated by Frosted. Under the terms of the Agreement, the Company made a capital contribution to the Joint Venture in the amount of $100,000. The Agreement calls for subsequent contributions as follows:

Page 11

Rockelle Corp.

Notes to Financial Statements

September 30, 2007


May 31, 2007	$	50,000
July 31, 2007	$	100,000
January 31, 2008	$	4,000,000
January 31, 2009	$	2,000,000

In addition, the Joint Venture agreed to assume certain liabilities of Frosted in the amount of $447,000 and will assume an existing note payable that Frosted has to Stewart Restaurant, Inc. in the amount of $2,700,000. The assumption of the note is to take place by January 31, 2008. The Company’s ownership percentage in the Joint Venture varies as the schedule payments and note assumption take place.

The Company failed to make the scheduled payments on May 31, 2007 and July 31, 2007 and is in default of the Agreement. Management is currently considering whether to cure the default and, if so, how to fund the necessary payments. If the Company fails to cure the default, the Joint Venture will dissolve and the Company will forfeit its capital contribution of $100,000. As it is probable that the Company will not cure the default, the capital contribution has been charged to expense in the currrent period.

NOTE 5 – DISCONTINUED OPERATIONS

During the second quarter of 2007, the Company discontinued operations of its “Stewart’s” Snack Bars located inside Wal-mart department stores. The decision to discontinue to operate this component was based upon the component’s continued operating losses.

Following is a summary of analysis of loss from discontinued operations for the nine months ended September 30, 2007:

Revenue	179,316
Expenses	477,839
	(298,523)
Loss on disposal of assets	(936,124)
	(1,234,647)

NOTE 6 – FRANCHISE OBLIGATION

In connection with the acquisition of its franchise area rights, and after making an initial payment of $100,000, the Company entered into a note payable for the balance of the franchise area rights fee. The note, in the amount of $200,000, provides for payments of $50,000 annually with the first such payment having been made in August 2006 and the remaining payments being due in February of each of the years 2007 through 2009. Interest accrues on the unpaid balance at a rate of 12% per annum and is due in February 2010.

As of September 30, 2007, the Company has not fully paid the installment due in February 2007 and is currently working with the note holder to restructure the payments. Also as of September 30, 2007, the Company has recorded $52,000 in accrued interest on this note.

Page 12

Rockelle Corp.

Notes to Financial Statements

September 30, 2007

NOTE 7 – INVESTOR RELATIONS CONTRACT

Rockelle entered into an investor relations contract with Surety Financial Group, LLC (“Surety”). The contract provides that, in exchange for investor relation services, Rockelle will issue 3 million fully registered, unrestricted shares of its stock to Surety over the term of the contract, which is one year. The Company records each issuance of these shares as an operating expense using the fair market value of the stock on the day of issuance. At the conclusion of the contract term, Surety will be granted warrants to purchase an additional 500,000 share of Rockelle stock. The exercise price of the warrants will be based upon 50% of the lowest bid price of the stock for the 30-day period prior the date the warrants are exercised.

As of September 30, 2007, Rockelle has issued 1.8 million shares of its stock to Surety and, for the nine months ended September 30, 2007, recorded an operating expense of $108,000.

NOTE 8 – WARRANTS – ACACIA INVESTORS, LLC

In January 2007, Rockelle issued a warrant to purchase up to 4 million shares of common stock to Acacia Investors, LLC (“Acacia”) at an exercise price equal to 67% of the lowest closing bid price for the shares of common stock for the three trading days immediately preceeding such date. As of September 30, 2007, Acacia exercised warrants for 3.2 million shares.

NOTE 9 – SUBSEQUENT EVENT

In October 2007, Rockelle entered into an Investment Agreement with Dutchess Private Equities Fund, Ltd. (“Dutchess”). The agreement provides for an aggregate investment by Dutchess into the Company of up to $10 million. Under the terms of the agreement, Rockelle can deliver “Put Notices” to Dutchess requiring them to purchase shares of its stock. Rockelle’s ability to deliver such Put Notices is predicated upon various factors and subject to certain limitations.

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

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. Because we have not generated significant revenues, we intend to report our plan of operation below.

The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Our plan of operations for the twelve months following the date of this filing is to complete the following objectives within the time period specified.

Rockelle has purchased the exclusive area development rights for Taco Time, a Kahala Corp. owned franchise concept, for all five Burroughs of New York along with Nassau and Suffolk counties in Long Island, NY. Management strategies include the opening of a “model” Taco Time in the New York Metropolitan area, offering franchises for sale, providing construction and build out services, furnishing marketing and advertising support. This location will be used as a showcase for future Taco Time franchise purchasers. We estimate the cost to open the model store to be approximately $675,000 to purchase the facility plus an additional $175,000 to complete the franchise build-out. We expect to generate annual gross revenue in excess of $550,000.

Rockelle entered into a broker agreement with Massimo Zanetti Beverage, USA, the domestic parent company of Chock Full o'Nuts, which permits Rockelle to develop, operate and or sell stand alone Chock full o’Nuts coffee shops and cafes. This agreement also allows Rockelle to combine any other food concepts with Chock full o'Nuts to create dual or multi branded locations featuring Chock Full o'Nuts.

On July 11, 2007, Rockelle opened a walk-up Chock full o'Nuts concession stand at Madam Tussaud’s Wax Museum on 42nd street in New York City. This location is accessible to the general public, as well as to visitors of the museum. On October 4, 2007 Rockelle announced opening its first full menu Chock full o'Nuts restaurant in New York City, allowing Rockelle to provide breakfast, lunch and dinner offerings as well as "grab and go" coffee, beverages and snack items. Located on the second floor of Madam Tussaud’s Wax Museum, and featuring a dining area overlooking 42nd street, this restaurant will provide concessions, inside the museum, for the more than 700,000 visitors annually.

Over the next twelve months we intend to open a minimum of one (1) Taco Time and operate the multi floor Chock full o’Nuts Café in Madam Tussaud’s Wax Museum. Our sole officer and Director, Gerard Stephan, will oversee all of the following activities.

It is our intension to develop a minimum of one (1) Taco Time franchise and operate the multi floor Chock full o’Nuts Café in Madam Tussaud’s Wax Museum in 2007.

Our sales and marketing are divided into two separate functions. The first is to generate visibility for the franchises we intend to develop and sell while utilizing the operational locations to develop interest by prospective franchise buyers. We intend to use traditional sales and marketing vehicles such as newspaper and trade publications.

FURTHER DEVELOPMENT OR ORGANIZATIONAL INFRASTRUCTURE

Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated and if we are unable to generate sufficient revenues, we may be unable to proceed with our plan of operations. We may need to seek additional equity financing to cover our administrative expenses, marketing and expansion. We anticipate that, if needed, any such financing will be through the sale of shares of our common stock at prices based upon our trading market once such market develops. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require the additional financing to potentially achieve our goal of profit, revenue and growth.

Liquidity and Capital Resources

On March 1, 2006, we completed financing agreements by executing a securities purchase agreement with the following entities: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC. Under the securities purchase agreement, we issued $2,000,000 in callable secured convertible notes. The notes are convertible into shares of our common stock. The conversion price is based on the sixty (60%) of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The timing of the conversion is at the option of the holder. The notes are secured by a grant of a general security interest in all of our assets both tangible and intangible. The Company simultaneously issued to the private investors seven year warrants to purchase 3,000,000 Series A warrants at an exercise price of $1.00 and 3,000,000 Series B warrants at an exercise price of $1.50.

A private investment firm, Westminster Securities Corporation based in New York City, will receive a total commission of $160,000 (8% of the net proceeds of $2,000,000) for arranging for this financing. In addition, Westminster Securities received 100,000 shares of our common stock and seven year warrants to purchase 300,000 Series A warrants at an exercise price of $1.00 and 300,000 Series B warrants at an exercise price of $1.50. We received a total of $2,000,000 under the terms of the securities purchase agreement. We have applied these funds in the manner outlined in the tables below.

To Date:

Gross Proceeds Received	$	2,000,000

Less - Use of Proceeds:
 Prorated Closing Costs and Fees	$	330,502
 Frosted Mug Contract	$	105,000
 Construction, Build-out & Equipment Costs	$	1,564,498

Total Proceeds Utilized	$	2,000,000

Net Retained for Operating Expenses	$	0

As of September 30, 2007, the Company had $19,319 in cash and $6,533 in prepaid expenses for a total of $25,852 in current assets. The Company had $223,371 in accounts payable and accrued expenses, $75,000 franchise obligation, $4,822 note payable current portion, $15,900 liabilities due to discontinued operations, $72,510 due to affiliates, $729,916 in convertible notes and a stockholder loan payable in the amount of $130,775 for a total of $1,252,294 in current liabilities. The Company will rely upon the issuance of common stock and additional capital contributions from shareholders to fund expenses to enter into the franchise industry. There are no guarantees that the Company will be successful in the industry.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements in Form 10-KSB for the year ending December 31, 2006. While all these significant accounting policies impact our financial condition and results of operations, our views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Item 3. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2007. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports 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’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the third quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.

Item 2. Changes in Securities .

Item 3. Defaults Upon Senior Securities .

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

Item 5. Other Information.

Item 6. Exhibits and Reports of Form 8-K.

On June 1, 2007, the Company filed a Form 8K based on the resignation of a member of the Board of Directors.

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, there unto duly authorized.

	ROCKELLE CORP .
	Registrant

Date: November 19, 2007	By: /s/ Gerard Stephan
	Gerard Stephan
	President, Secretary and Director

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gerard Stephan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Rockelle Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;

4.	The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

	c)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated:			November 19, 2007
/s/ Gerard Stephan Gerard Stephan Chief Executive Officer, Chief Financial Officer Principal Accounting Officer

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-QSB of Rockelle Corp. for the quarter ended September 30, 2007, I, Gerard Stephan, Chief Executive Officer and Chief Financial Officer of Rockelle Corp. hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.	Such Quarterly Report on Form 10-QSB for the period ended September 30, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in such Quarterly Report on Form 10-QSB for the period ended September 30, 2007, fairly presents, in all material respects, the financial condition and results of operations of Rockelle Corp.

By:	/s/ Gerard Stephan Gerard Stephan Chief Executive Officer Chief Financial Officer

Dated: November 19, 2007