SecProbe.io

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MAIL STOP 3561

      	June 30, 2005

Mr. Yale Farar, President
Rokwader, Inc.
23950 Craftsman Road
Calabasas, CA  91302

      Re:	Rokwader, Inc.
   Registration Statement on Form SB-2
   File No. 333-125314
		Filed May 27, 2005

Dear Mr. Farar:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note the updating requirements for the financial
statements
as set forth in Item 310(g) of Regulation S-B, and provide a
current
consent of the independent accountants in any amendment.

Prospectus Cover Page
2. In the first paragraph, please clarify that you will offer your
shares at a "fixed" price of $0.75 per share.

3. Please identify yourself on the cover page as a "blank check
company" and that the offering will be conducted in compliance
with
Rule 419 of Regulation C.
4. Please disclose any minimum purchase requirements as required
by
Item 501(a)(9)(iii) of Regulation S-B.

Prospectus Summary, page 1
5. You state under "Principal Terms of the Offering" that none of
your management or promoters will purchase any of the 100,000
shares.
Please also indicate whether affiliates of the same will purchase.
6. Please clarify under "Offering Conducted in Compliance with
Rule
419" that if an investor does not make a decision within 45 days,
the
escrowed funds will be returned within 5 business days, as
required
by Item 419(e)(2)(ii) of Regulation C, and that if you do not
complete an acquisition within 18 months from the date of
effectiveness, then the funds plus interest will be returned to
investors within 5 business days, as required by Item
419(e)(2)(iv)
of Regulation C.
7. We note the references under "Limited State Registration" to
resales by shareholders purchasing in this offering.  Please
explain
in light of Rule 419(b)(3) of Regulation C requiring the deposit
of
securities into the escrow or trust account and which further
provides that "no transfer or other disposition of securities held
in
the escrow or trust account ... shall be permitted other than by
will
or the laws of descent and distribution."
8. Under "Summary Financial Information," please disclose that
your
auditors have expressed "substantial doubt as to your ability to
continue as a going concern."

Risk Factors, page 4
9. Risk factor one appears to discuss multiple risks, including
(1)
the level of control to be exercised by management; (2)
management`s
pecuniary interest versus fiduciary duty; and (3) prior shell
company
activity of management.  Please discuss each risk in a separate
risk
factor.  In this regard, we note that prior shell activity is
addressed in risk factor two.
10. In risk factor two, please identify your officers and
directors
that have had prior shell company experience.  Identify the shell
companies and indicate their current operating status.
11. Risk factor 5 does not appear to be a material risk to
investors.
Please explain the risk or remove.
12. Clarify in risk factor 11 whether your officers and directors
will likely resign upon consummation of a business combination.

Rights of Protections Under the Terms and Provisions of the Escrow
Agreement, page 9
13. Please disclose the interest rate for the funds in escrow.
Provide similar disclosure in the plan of distribution section.
14. Clarify in the third paragraph of this section that if the
offering is not successful, the funds will be promptly returned to
investors.
Use of Proceeds, page 10
15. As appropriate, please expand the use of proceeds table to
discuss the following: legal, accounting and other expenses
attendant
to due diligence investigations, structuring and negotiating of a
business combination; due diligence of prospective target
businesses;
legal and accounting fees relating to SEC reporting obligations;
and
working capital to cover miscellaneous expenses.  List each in
their
order of priority and indicate the amount expected to be allocated
on
a line item basis.
16. We note your disclosure that you do not presently intend to
request the release of funds but that you may reconsider this
position in the future.  Please revise to clearly discuss the
circumstances that would require management to alter the use of
proceeds from this offering and discuss alternatives to the
currently
stated uses.  Please refer to Instruction 7 to Item 504 of
Regulation
S-K for guidance.  Also, this would appear to be a material change
in
the offering that would require the filing of a post-effective
amendment.  Please revise the disclosure accordingly.
17. Please disclose the total amount of the offering expenses and
indicate the amount of cash on hand as of the most recent
practicable
date.  We note that expenses in excess of your currently available
funds will be advanced by management.  We also note on page 12
that
management has orally agreed to such an advance.  Please clarify
this
fact and advise as to the enforceability of this oral agreement.
18. You disclose on page 11 that total legal fees for a standard
business combination are approximately $150,000.  Please advise
why
you are only raising $75,000 if you estimate legal expenses
associated with the business combination to be $150,000 and
estimate
expenses associated with this offering at $100,000.
19. We also note reference on page 13 to any "limited additional
capital" you may have to be used in attracting a business
combination.  Please explain this reference in light of the
significant offering expenses mentioned above.

20. You state that management may consider potential target
business
among its business associates.  Please identify these "business
associates."

Description of Business, page 12
21. Reference is made to the third paragraph on page 13 beginning
with "None of our officers or directors has had any preliminary
contact or discussions...."  If true, please revise this sentence
to
also include "affiliates thereof."
22. Under "Evaluation of Business Combinations" on page 13, you
state
that management will concentrate on preliminary business
combinations
which may be brought to their attention by "present associations."
Please identify "present associations."  Also, please disclose
whether you have had any discussions, negotiations or agreements,
preliminary or otherwise, with any "present associations" or other
third parties to help you find a target company.  Also, disclose
whether any affiliates, "present associations" or other third
parties
have approached or been approached by any potential target
businesses.  We may have further comment.
23. We note you may utilize "finders" to help you locate a target
business.  Please disclose in greater detail any finders` fees
that
may be paid.  Please disclose whether any members of management or
their affiliates may be used as "finders" and obtain a finders`
fee
as a result.

Management, page 17
24. We note the statement that the individuals named on page 52
"may
be deemed to be our parent or promoter."  Please clearly indicate
that these individuals are your promoters, if true, and name all
promoters.
25. Please advise as to Messrs. Farar and Saderup`s affiliation
with
Hillshire Trust, CDM Interactive, Belle Group, Voice Powered
Technology International, Southridge Group and World Waste
Technologies.
26. Please provide the business experience for each of your
officer
and directors, including beginning and ending dates of employment,
for the past five years.  See Item 401 of Regulation S-B.
27. Please disclose the business of Brooktide, LLC.
28. Identify all shell or non-operating companies affiliated with
your officers and directors.  Indicate the current operating
status
of each, including date and place of incorporation.

Conflicts of Interest, page 18
29. Please explain the statement that "Rokwader does not currently
have a right of first refusal pertaining to opportunities that
come
to management`s attention where the opportunity may relate to
Rokwader`s proposed business operations" in light of the
disclosure
that if Rokwader and another blank check company affiliated with
any
of the officers or directors seek the same business opportunity,
then
the company that filed the registration statement first, i.e.
Rokwader, would be entitled to pursue the business opportunity.

Market for our Common Stock, page 19
30. In light of the fact that you do not presently know the
business
you plan to acquire and that you may acquire development stage
companies that have had a limited operating history or limited
assets, please remove the discussion that you plan to enter into a
business combination that would allow your securities to trade
without the penny stock limitations or advise supplementally.

Principal Stockholders, page 22
31. The beneficial ownership amounts should be as of the most
recent
practicable date.  See Item 403 of Regulation S-B.
32. Please advise who Rob Larcara is.  We note his name in the
registration rights agreement.

Plan of Distribution, page 24
33. Please identify the members of management that will conduct
this
offering.
34. Provide disclosure regarding the limitations imposed by
Regulation M.
35. We note that the officers and directors will rely upon Rule
3a4-
1(a)(4)(iii) in participating in this offering.  Given the very
limited activities to be undertaken by these individuals in
connection with this offering, please include a detailed
discussion
of how they will conduct this offering.  We may have further
comment.
36. We note section 4.2 of the escrow agreement, which indicates
that
the termination date of the offering may be extended through the
filing of a post-effective amendment.  The extension of the
offering
period would appear to result in a new offering.  Please revise
the
escrow agreement accordingly and include disclosure in this
section.

Part II

Exhibits
37. We are unable to locate exhibit 4.1.
38. Please file a validly executed escrow agreement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Any questions regarding the accounting comments may be
directed
to Don Wiland at (202) 551-3392.  Questions on other disclosure
issues may be directed to William Bennett at (202) 551-3389.

								Sincerely,

								John Reynolds
      Assistant Director

cc:	Mark A. Klein
	Fax: (310) 552-5001

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Mr. Yale Farar, President
Rokwader, Inc.
June 30, 2005
p. 1

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