CORRESP 9 filename9.htm
LAW OFFICES OF
William B. Barnett
__________
 
OF COUNSEL
Alan L. Rosen
21550 OXNARD STREET
MAIN PLAZA - SUITE 200
WOODLAND HILLS, CALIFORNIA 91367
TELEPHONE (818) 595-7717
FAX (818) 999-2269
 
wbarnett@wbarnettlaw.com

May 8, 2008
 
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549

Attn:
Linda Cvrkel, Branch Chief
 
Jeff Jaramillo
 
Jean Yu
   
 
Re:
Rokwader, Inc. (“Registrant” or “Company”)
   
Amendment No. 3 to Registration Statement on Form S-1
   
Filed on December 6, 2007.
   
File No. 333-147922
 
Gentlepersons:

The Registrant hereby files its Amendment No. 3 to Registration Statement on Form S-1 (“Amendment No. 3”). The Amendment No. 3 has been revised in accordance with the Commission’s May 5, 2008 comment letter (“Comment Letter”).

To assist the staff in its review of the Registrant’s responses, we have provided a copy of Amendment No. 3 “marked to show changes” and our responses below correspond to each comment number in the Comment Letter.

 
1.
In response to your comment Number 1 we have revised the pro forma financials to reflect only the Statements of Operation for the year ended December 31, 2006 and the interim period ended February 14, 2007.

 
2.
In response to your comment Number 2 we have removed the pro form financial statements reflecting the 100% and 51% investor approval.
 
Enclosed with this letter is a letter from the Chief Executive Officer of the Registrant acknowledging, among other things, the Registrant’s responsibility for the adequacy and accuracy of the disclosure in the filing and requesting “acceleration” of the effective date of this registration statement to 4 PM EST, May 13, 2008.

We believe that we have responded to all of your comments fairly and reasonably. We respectively request that the Staff provide expedited treatment for this filing. Please contact the undersigned as soon as possible should you have any further questions or comments. Thank you for your cooperation and courtesies in this matter.
 

Very truly yours,
Law Offices of William B. Barnett
/s/ William B. Barnett
William B. Barnett
 
WBB: scc