UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

         For the fiscal Year ended:

                                       OR

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

     For the transition period from January 1, 2002 to June 30, 2002
                                    ---------------    -------------

Commission file number    33-55254-09
                       -----------------

                        ROCKY POINT PHARMACEUTICALS, INC.

           NEVADA                                      87-0434293
------------------------------------      -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification
incorporation or organization)                       Number.)

9350 South 150 East, Suite 900
         Sandy, UT                                           84070
----------------------------------------                  -----------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code    (801) 617-2040
                                               -----------------

Securities registered pursuant to Section 12(b) of the Act:   NONE

Securities registered pursuant to Section 12(g) of the Act:   NONE

     Indicate  by check  mark  whether  the  issuer  (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 Regulations S-K (ss.229.405 of this chapter) 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-KSB or any amendment to this Form 10-KSB. [X]

     As of September 17, 2002,  there is no aggregate market value of the voting
stock held by non-affiliates of the registrant.

     Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common stock, as of the latest practicable date.

         Class                              Outstanding as of September 17, 2001
------------------------------------        ------------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                13,384,960 SHARES

                      DOCUMENTS INCORPORATED BY REFERENCE:
                         Form 8-K filed on July 9, 2002


<PAGE>



Note Regarding Forward Looking Information

This  Transition  Report  on Form  10-KSB  ("10-KSB")  contains  forward-looking
statements made within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Act") and Section 21E of the  Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act").  Such  statements are not based on historical
facts and are based on current  expectations,  including,  but not  limited  to,
statements  regarding  the  company's  plans  for  future  development  and  the
operation of its business.  Words such as "anticipates,"  "expects,"  "intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify such
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and are subject to certain risks and uncertainties  that could cause
actual results to differ  materially from those  expressed or forecasted.  Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following:  a lack of sufficient  capital to finance the company's business plan
on commercially acceptable terms; changes in labor, equipment and capital costs;
its  inability  to attract  strategic  partners;  general  business and economic
conditions;  and the  other  risk  factors  described  from  time to time in the
company's reports filed with the Securities and Exchange Commission ("SEC"). You
should not rely on these  forward-looking  statements,  which reflect only Rocky
Point's  opinion as of the date of this 10- KSB. The company does not assume any
obligation  to revise  forward-looking  statements.  You should  also  carefully
review the risk  factors  set forth in other  reports or  documents  the company
files  from  time  to  time  with  the  Securities   and  Exchange   Commission,
particularly  the  quarterly  reports on Form 10-QSB and any current  reports on
Form 8-K.

ITEM 1. Business

     The company was  incorporated  under the laws of the State of Utah on April
14, 1986 and subsequently  reincorporated  under the laws of the State of Nevada
on December 30, 1993, and is in the  development  stage.  The Company intends to
begin the process of  investigating  potential  business  ventures  which in the
opinion of management,  will provide a source of eventual profit to the Company.
Such  involvement may take many forms,  including the acquisition of an existing
business or the acquisition of assets to establish  subsidiary  businesses.  The
Company's  management  does not expect to remain  involved as  management  of an
acquired business; presently unidentified individuals would be retained for such
purposes.

     As an  unfunded  venture,  the  Company  will be  extremely  limited in its
attempts to locate potential business situations for investigation. However, the
Company's  officers,  directors and major  shareholder  have  undertaken to make
loans to the Company in amounts sufficient to enable it to satisfy its reporting
and other obligations as a public company, and to commence,  on a limited basis,
the process of  investigating  possible merger and acquisition  candidates,  and
believe that the Company's  status as a publicly-held  corporation  will enhance
its ability to locate such potential business ventures.

     No  assurance  can be given  as to when the  Company  may  locate  suitable
business  opportunities and such  opportunities may be difficult to locate.  The
Company intends not to allocate any incoming funds specifically, should there be
any in the future, to general use for the purpose of seeking,  investigating and
acquiring or becoming engaged in a business  opportunity.  Decisions  concerning
these  matters  may  be  made  by  management   without  the   participation  or
authorization of the shareholders.

     Management  anticipates  that due to its  lack of  funds,  and the  limited
amount of its resources,  the Company may be restricted to participation in only
one  potential  business  venture.  This  lack  of  diversification   should  be
considered a  substantial  risk because it will not permit the Company to offset
potential losses from one venture against gains from another.

     Business  opportunities,  if any arise, are expected to become available to
the  Company  principally  from  the  personal  contacts  of  its  officers  and
directors.  While it is not expected  that the Company will engage  professional
firms specializing in business  acquisitions or reorganizations,  such firms may
be  retained  if funds  become  available  in the  future,  and if  deemed to be
advisable.  Opportunities may thus become available from professional  advisers,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community, and other sources of unsolicited proposals. In certain circumstances,
the  Company  may agree to pay a  finder's  fee or other  form of  compensation,
including  perhaps  one-time cash payments,  payments based upon a percentage of
revenues or sales volume,  and/or payments involving the issuance of securities,
for services provided by persons who submit a business  opportunity in which the
Company shall decide to  participate,  although no contracts or  arrangements of
this nature  presently  exist. The Company is unable to predict at this time the
costs of locating a suitable business opportunity.

                                        2

<PAGE>



     The  Company  will not  restrict  its  search to any  particular  business,
industry or  geographical  location,  and  reserves the right to evaluate and to
enter into any type of business  opportunity,  in any stage of their development
(including the upstart stages) in any location.  In seeking  business  ventures,
management  can not be influenced  primarily by an attempt to take  advantage of
the anticipated or perceived appeal in specific  industry,  management group, or
product or  industry,  but rather will be motivated  by the  Company's  business
objective  of seeking  long term capital  appreciation  in their real value.  In
addition, the Exchange Act reporting requirements require the filing of the Form
8-K disclosing any businesses acquired and requires audited financial statements
of such companies.  These reporting  requirements  may  substantially  limit the
businesses which may be available for possible acquisition candidates.

     The analysis of business  opportunities  will be undertaken by or under the
supervision of the Company's management,  none of whom is a professional analyst
and none of whom have significant general business experience. Among the factors
which management will consider in analyzing potential business opportunities are
the available technical, financial and managerial resources: working capital and
financial requirements;  the history of operation, if any; future prospects; the
nature of present and anticipated  competition;  potential for further research,
development or exploration;  growth and expansion  potential;  profit potential;
the perceived  public  recognition  or acceptance of products or services;  name
identification, and other relevant factors.

     It is not  possible  at present to  predict  the exact  manner in which the
Company  may   participate  in  a  business   opportunity.   Specific   business
opportunities  will be reviewed  and,  based upon such review,  the  appropriate
legal structure or method of  participation  will be decided upon by management.
Such structures and methods may include,  without limitation,  leases,  purchase
and  sale  agreements,   license,   joint  ventures;  and  may  involve  merger,
consolidation  or  reorganization.  The Company may act  directly or  indirectly
through an interest in a partnership, corporation or reorganization. The Company
may act directly or indirectly through an interest in a partnership, corporation
or other form or organization.  However, it is most likely that the Company will
acquire a business venture by conducting a reorganization involving the issuance
of the Company's  restricted  securities.  Such a  reorganization  may involve a
merger (or combination  pursuant to state corporate  statutes,  where one of the
entities  dissolves  or is  absorbed  by  the  other),  or  it  may  occur  as a
consolidation,  where a new  entity is formed  and the  Company  and such  other
entity  combine  assets in the new  entity.  A  reorganization  may also  occur,
directly or indirectly, through subsidiaries, and there is no assurance that the
Company would be the surviving entity. Any such  reorganization  could result in
additional  dilution  to the book  value of the  shares and loss of control of a
majority of the  shares.  The  Company's  present  directors  may be required to
resign in connection with a reorganization.

     A  reorganization  may be structured in such a way as to take  advantage of
certain beneficial tax consequences  available in business  reorganizations,  in
accordance  with  provisions of the Internal  Revenue Code of 1986 (as amended).
Pursuant  to  such  a  structure,  the  number  of  shares  held  prior  to  the
reorganization  by all of the Company's  shareholders  might be less than 20% of
the  total  shares  to  be  outstanding  upon  completion  of  the  transaction.
Substantial  dilution of percentage  equity ownership may result to the minority
shareholders, in the discretion of management.

     Generally, the issuance of securities in a reorganization transaction would
be  undertaken  in reliance upon one or more  exemptions  from the  registration
provisions of  applicable  federal  securities  laws,  including the  exemptions
provided for non-public or limited offerings,  distributions to persons resident
in only one state and similar exemptions provided by state law. Shares issued in
a  reorganization  transaction  based upon these  exemptions would be considered
"restricted"  securities  under the 1933 Act,  and  would not be  available  for
resale for a period of one year, in accordance with Rule 144  promulgated  under
the 1933 Act. However, the Company might undertake, in consideration with such a
reorganization  transaction certain registration options in connection with such
securities.

     The Company may choose to enter into a venture involving the acquisition of
or merger with a company which does not need substantial  additional capital but
desires  to  establish  a public  trading  market for their  securities.  Such a
company may desire to  consolidate  its  operations  with the Company  through a
merger,  reorganization,  asset acquisition,  or other combination,  in order to
avoid possible  adverse  consequences  of undertaking  its own public  offering.
(Such  consequences might include expense,  time delays,  loss of voting control
and the necessity of complying  with various  federal and state laws enacted for
the protection of investors.) In the event of such a merger,  the Company may be
required to issue significant  additional shares, and it may be anticipated that
control over the Company's  affairs may be transferred to others. It should also
be noted that this type of business  venture  might have the effect of depriving
the  minority  shareholders  of the  purported  protection  of federal and state
securities  laws,  which  normally  affect the process of a  company's  becoming
publicly held.


                                        3

<PAGE>

     It is likely that the investigation and selection of business opportunities
will  be  complex,  time-consuming  and  extremely  risky.  However,  management
believes that even though the Company will have limited  capital,  the fact that
their  securities  will be  publicly-held  will make it a reasonably  attractive
business prospect for other firms.

     As part of their investigation of acquisition possibilities,  the Company's
management may meet with  executive  officers of the business and its personnel;
inspect its  facilities;  obtain  independent  analysis or  verification  of the
information  provided,  and conduct  other  reasonable  measures,  to the extent
permitted by the Company's limited resources and management's limited expertise.
Generally,  the Company intends to analyze and make a  determination  based upon
all  available   information   without   reliance  upon  any  single  factor  as
controlling.

     In all likelihood,  the Company's  management will be  inexperienced in the
areas  in which  potential  businesses  will be  investigated  and in which  the
Company may make an acquisition or investment. Thus, it may become necessary for
the  Company  to retain  consultants  or  outside  professional  firms to assist
management in evaluating potential  investments,  and to hire managers to run or
oversee the operations of its acquisitions or investments.  The Company can give
no assurance that it will be able to find suitable consultants or managers.  The
Company  intends not to employ any of its  affiliates,  officers,  directors  or
principal  shareholders as consultants.  The Company has no policy regarding the
use of consultants,  however, if management, in its discretion,  determines that
it is in the best interests of the Company,  management may seek  consultants to
review  potential merger or acquisition  candidates.  It is anticipated that the
total  amount  of fees  paid to any  consultant  would  not  exceed  $5,000  per
transaction.  The fee, it is anticipated,  would be paid by the potential target
company.  There are currently no contracts or agreements  between any consultant
and any companies that are searching for "shell"  companies with which to merge.
There have been no preliminary discussions or understandings between the Company
and any market maker regarding the participation of any such market maker in the
aftermarket  for  the  Company's  securities  inasmuch  as  no  market  for  the
securities  is  expected  to  arise  due to the lack of  transferability  on the
Company's  shares until an  acquisition is made and a Form 8-K is filed with the
Commission.

     It  may  be  anticipated  that  the   investigation  of  specific  business
opportunities  and the  negotiation  time and execution of relevant  agreements,
disclosure  documents and other instruments will require substantial  management
time and attention, and substantial costs of accountants,  attorneys and others.
Should a decision  thereafter be made not to participate in a specific  business
opportunity,  it is likely that costs already expended would not be recoverable.
It is also  likely,  in the event a  transaction  should  eventually  fail to be
consummated, for any reason, that the costs incurred by the Company would not be
recoverable.  The Company's officers and directors are entitled to reimbursement
for all expenses  incurred in their  investigation of possible business ventures
on behalf of the Company,  and no assurance can be given that if the Company has
available funds they will not be depleted in such expenses.

     In addition to the severe  limitations placed upon the Company by virtue of
its unfunded status,  the Company will also be limited,  in its investigation of
possible acquisitions,  by the reporting requirements of the Securities Exchange
Act of  1934,  pursuant  to  which  certain  information  must be  furnished  in
connection with any significant  acquisitions.  The Company would be required to
furnish,  with  respect  to  any  significant  acquisition,   audited  financial
statements for the acquired company, covering one, two or three years (depending
upon the relative size of the acquisition).  Consequently, acquisition prospects
which do not have the requisite audited financial  statements,  or are unable to
obtain them, may be inappropriate  for acquisition  under the present  reporting
requirements of the 1934 Act.

     The Company  does not intend to take any action  which  would  render it an
investment company under The Investment  Companies Act of 1940 (the "1940 Act").
The 1940 Act defines an investment  company as one which (1) invests,  reinvests
or  trades  in  securities  as its  primary  business,  (2)  issues  face-amount
certificates of the installment type or (3) invests,  reinvests,  owns, holds or
trades  securities  or owns or  acquires  investment  securities  having a value
exceeding 40 percent of the value of its total assets  (exclusive  of Government
securities  and cash  items) on an  unconsolidated  basis.  The above 40 percent
limitation may be exceeded so long as a company is primarily  engaged,  directly
or through wholly- owned  subsidiaries,  in a business or businesses  other than
that of investing,  reinvesting,  owning,  holding or trading in  securities.  A
wholly-owned  subsidiary  is  defined  as one which is at least 95% owned by the
company.

     Neither the Company nor any of its officers or directors are  registered as
investment  advisers  under the  Investment  Advisers Act of 1940 (the "Advisers
Act"),  and so there is no  authority  to  pursue  any  course  of  business  or
activities  which  would  render  the  Company  or  its  management  "investment
advisers" as defined in the Advisers Act.  Management believes that registration
under  the  Advisers  Act  is not  required  and  that  certain  exemptions  are
available,  including  the  exemptions  for persons  who may render  advice to a
limited number of other persons and who may advise other persons  located in one
state only.

                                        4

<PAGE>

     The Company  expects to  encounter  intense  competition  in its efforts to
locate  suitable  business   opportunities  in  which  to  engage.  The  primary
competition  for  desirable  investments  may come from  other  small  companies
organized  and funded for  similar  purposes,  from small  business  development
corporations and from public and private venture capital  organizations.  As the
Company  will be  completely  unfunded,  it can  fairly  be said that all of the
competing  entities  will  have  significantly  greater  experience,  resources,
facilities,  contacts  and  managerial  expertise  than the  Company  and  will,
consequently,  be in a better position than the Company to obtain access to, and
to engage in, business opportunities.  Due to the lack of funds, the Company may
not be in a position to compete  with larger and more  experienced  entities for
business  opportunities  which are low-risk.  Business  opportunity in which the
Company may ultimately  participate  are likely to be highly risky and extremely
speculative.

     On June 26,  2002,  the Company  acquired  Luong Dae  Solutions,  Inc. as a
wholly-owned subsidiary.

Luong Dae Solutions, Inc.

     Luong Dae  Solutions,  Inc. was formed in May,  2002 when it purchased  the
software rights and existing client base for Rental-Ease, a proprietary property
management  software  program,  from Strategic  Office Systems.  Rental-Ease was
developed by Scott Glauser,  founder of Strategic Office Systems, in 1987. Scott
is a computer programmer, real estate investor and manager of residential rental
properties.  Scott was  unable to find any  product  with the suite of tools and
functionality  which  would help him manage his rental  properties.  He designed
Rental-Ease to meet his property  management needs.  Because of its rich feature
set and  ease of use,  associates  from  trade  and  professional  groups  began
requesting  copies of the software.  Scott formed  Strategic  Office  Systems to
develop and market the software program.  In the past,  Strategic Office Systems
has employed upwards of 20 people,  including Scott, who has continued to refine
Rental-Ease,  through  over  20  upgrades,  to  meet  the  requirements  of  his
customers.  There are currently several thousand users of Rental-Ease throughout
the world.  Scott  realized he lacked the expertise  and capital to  effectively
market Rental-Ease and began seeking a buyer for the product.

     Rental-Ease  was acquired by Luong Dae  Solutions in May,  2002.  It is the
objective of the company to improve on this product and seize a greater share of
the market.  Management of Luong Dae Solutions intends to apply their experience
to developing the product and its profitability.

Pricing and Profitability

     The market for property  management  software is stratified,  with high end
products  costing several thousand  dollars,  to lower end products costing less
than five hundred dollars.  Rental-Ease,  with its rich set of features and ease
of use,  is very  competitively  priced in the middle of the  market.  Strategic
Office  Systems  has  enjoyed   profitability  with  the  sale  and  service  of
Rental-Ease, however the product has not been marketed effectively over the last
5 years.

Customers

     Current  customers  around the world who use  Rental-Ease  to manage  their
properties fall into several categories.  The first category is those people who
manage  from 2 to 20  properties.  These  people are  looking  for a  relatively
inexpensive  product which is easy to use. The next category is those people who
manage from 20 to 200 units.  These people  require a product with a full set of
features,  which is  scalable  and easy to use.  The next  category is those who
manage  over 200  properties.  The  number of units  which can be  managed  with
Rental-Ease is unlimited.  Those who manage over 200 units require  functionally
robust, reliable and well supported property management software. Because of its
flexibility  and full set of  features,  Rental-Ease  is able to easily meet the
needs of this diverse group of users.


                                        5

<PAGE>

Vision

     By 2007, Luong Dae Solutions,  Inc. will have finished implementing a three
phase  program  which will  substantially  improve its  position in the property
management software market.

Phase 1
         In the first phase Luong Dae will concentrate on several areas
including:
         Product
                  Develop  and release high end version which incorporates;
                           General Ledger Modules Onsite Version Ability to
                           share data with main office
                  Develop and release low end version which limits the number
                           of users

         Marketing
                  Hire sales representatives in select high population areas
                  Increase web presence--register with search engines Advertise
                  in PC and trade publications Participate in trade shows

         Website
                  Redesign look and feel of website Make site more interactive
                  Provide more information Add online purchasing capability

         Service
                  Increase service as a profit center
                  Charge service fees of $500.00 per site for high end product
                  Continue to charge per minute charges for low end products

Phase 2
         Product
                  Integrate product with Quickbooks
                  Upgrade existing products

         Marketing
                  Continue to hire sales representatives in more States Continue
                  with Phase 1 marketing strategies

         Website
                  Make products downloadable from website.

         Service
                  Incorporate online service capabilities

Phase 3
         Product
                  Develop and offer ASP product
                  Integrate ASP product with "Quickbooks for the Web" online
                  service

         Marketing
                  Continue Phase 1 and 2 marketing strategies


                                        6

<PAGE>

         Website
                  Develop sister site for ASP (irentalease.com)
         Service
                  Increase service capabilities to service ASP product.

ITEM 2. Properties.

     The Company owns no  properties  and utilizes  space on a rent-free  basis.
This  arrangement is expected to continue until such time as the Company becomes
involved in a business venture which necessitates its relocation, as to which no
assurances  can be given.  The Company  has no  agreements  with  respect to the
maintenance or future acquisition of office facilities, however, if a successful
merger/acquisition  is  negotiated,  it is  anticipated  that the  office of the
Company will be moved to that of the acquired company.

ITEM 3. Legal Proceedings.

     Other than the matter discussed in Form 10-K,  dated December,  1994, which
was settled on  September,  1994,  no legal  proceedings  have been filed or are
expected to be filed against the Company.

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

     On June 26,  2002,  there was a special  meeting of the  shareholders.  All
779,800 shares  represented  at the meeting voted to approve the  acquisition of
Luong Dae Solutions,  Inc. as a wholly-owned subsidiary of the Company.  779,800
of the 1,000,000 shares outstanding were voted.

                                     PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters.

     There  currently is not a trading market for the Company's  $.001 par value
common stock nor has there been a trading  market for the Company's  stock since
its inception.

     As of June 30, 2002,  there were about 750 record  holders of the Company's
common stock.  The Company has not previously  declared or paid any dividends on
its  common  stock  and does  not  anticipate  declaring  any  dividends  in the
foreseeable future.

ITEM 6. Management's Discussion and Analysis or Plan of Operation.

     The  Company  has had no  operational  history  and has  yet to  engage  in
business of any kind.  All risks inherent in new and  inexperienced  enterprises
are inherent in the Company's business.  The Company has not made a formal study
of the economic  potential of any  business.  At the present the Company has not
identified any assets or business opportunities for acquisition other than Luong
Dae.

     The Company has no liquidity and no presently  available capital resources,
such as credit lines, guarantees,  etc. and should a merger or acquisition prove
unsuccessful,  it is possible  that the Company may be dissolved by the State of
Nevada for  failing to file  reports.  Should  management  decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless.

     Based on current economic and regulatory  conditions,  Management  believes
that it is possible,  if not probable,  for a company like the Company,  without
assets or many  liabilities,  to negotiate a merger or acquisition with a viable
private company.  The opportunity arises  principally  because of the high legal
and  accounting  fees and the length of time  associated  with the  registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic  value for anyone taking
over control of the Company.

ITEM 7. Financial Statements and Supplementary Data.

     See Item 13.


                                        7

<PAGE>

ITEM  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

     Not applicable.

                                    PART III

ITEM 9. Directors and Executive Officers of the Registrant.

     The following table shows the positions held by the Company's  officers and
directors.  The directors were appointed in June,  2002 and will serve until the
next annual meeting of the Company's  stockholders,  and until their  successors
have been  elected and have  qualified.  The  officers  were  appointed to their
positions, and continues in such position, at the discretion of the directors.

    Name                Age     Position
    Arden Oliphant      45      Acting President, Secretary/Treasurer, Director
    Scott Glauser       47      Vice President, Director

     Arden Oliphant became  Secretary/Treasurer and a director in June, 2002. He
was appointed Acting President in August, 2002 when John Eckersley resigned. Mr.
Oliphant  graduated  from the  University  of Utah in 1988  with a  Bachelor  of
Science  degree in Business.  For the past five years his occupation has been as
an entrepreneur.

     Scott  Glauser  has  a  Bachelor  of  Science  in  International   Business
Management degree from Brighan Young University,  Hawaii.  Mr. Glauser is a real
estate  entrepreneur and software  designer.  Since 1987, he has been a managing
partner in Strategic Office Systems,  the entity that sold the software to Luong
Dae Solutions, Inc.

ITEM 10. Executive Compensation

     The Company has made no arrangements  for the  remuneration of its officers
and directors,  except that they will be entitled to receive  reimbursement  for
actual,  demonstrable out-of-pocket expenses,  including travel expenses if any,
made on the Company's behalf in the investigation of business opportunities.  No
remuneration  has been paid to the Company's  officers or directors prior to the
filing of this form. There are no agreements or  understandings  with respect to
the amount or  remuneration  that officers and directors are expected to receive
in the  future.  Management  takes no  salaries  from the  Company  and does not
anticipate  receiving  any  salaries  in  the  foreseeable  future.  No  present
prediction  or  representation  can be  made  as to the  compensation  or  other
remuneration  which may  ultimately be paid to the Company's  management,  since
upon the successful consummation of a business opportunity,  substantial changes
may occur in the  structure  of the  Company and its  management.  At such time,
contracts may be negotiated with new management  requiring the payment of annual
salaries or other forms of compensation  which cannot  presently be anticipated.
Use of the term "new  management"  is not intended to preclude  the  possibility
that any of the present officers or directors of the Company might be elected to
serve  in the  same  or  similar  capacities  upon  the  Company's  decision  to
participate in one or more business opportunities.

     The Company's  management may benefit directly or indirectly by payments of
consulting  fees,  payment of finders fees to others,  sales of insiders'  stock
positions in whole or in part to a private company, the Company or management of
the Company or through the payment of salaries, or any other methods of payments
through which insiders or current investors receive funds,  stock,  other assets
or  anything  of value  whether  tangible  or  intangible.  There  are no plans,
proposals, arrangements or understandings with respect to the sale of additional
securities to affiliates,  current  shareholders or others prior to the location
of a business opportunity.



                                        8

<PAGE>



ITEM 11. Security Ownership of Certain Beneficial Owners and Management.

     The  following  table sets forth,  as of September  17,  2002,  information
regarding the beneficial ownership of shares by each person known by the Company
to own five percent or more of the outstanding  shares, by each of the directors
and by the officers and directors as a group.


<TABLE>
<CAPTION>
                                         Name & address                          Amount of                           Percent
       Title of Class                  of beneficial owner                 beneficial ownership                     of Class
       --------------                  -------------------                 --------------------                     --------
<S>                                 <C>                                          <C>                                  <C>
           Common                        Arden Oliphant                          1,100,000                            8.22%
                                    9350 South 150 East, #900
                                         Sandy, UT 84070
           Common                         Scott Glauser                          6,550,000                           48.94%
                                    9350 South 150 East, #900
                                         Sandy, UT 84070
           Common                        John Eckersley                          2,250,000                           16.81%
                                    9350 South 150 East, #900
                                         Sandy, UT 84070
           Common                       Neil E. Crabtree                         1,000,000                            7.47%
                                    9350 South 150 East, #900
                                         Sandy, UT 84070
           Common                  All Officers and Directors                    7,650,000                           57.15%
                                           as a group
</TABLE>

ITEM 12. Certain Relationships and Related Transactions

     No officer,  director,  nominee for election as a director, or associate of
such officer,  director or nominee is or has been in debt to the Company  during
the  last  fiscal  year.  However,  the  Company's  officers,  directors,  and a
shareholder,  have made an oral  undertaking  to make  loans to the  Company  in
amounts sufficient to enable it to satisfy its reporting  requirements and other
obligations  incumbent on it as a public company, and to commence,  on a limited
basis, the process of investigating possible merger and acquisition  candidates.
The Company's  status as a publicly-held  corporation may enhance its ability to
locate  potential  business  ventures.  The loans will be interest  free and are
intended  to be repaid  at a future  date,  if or when the  Company  shall  have
received  sufficient  funds  through  any  business  acquisition.  The loans are
intended to provide for the payment of filing fees,  professional fees, printing
and copying fees and other miscellaneous fees.

                                     PART IV

TEM 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         Exhibit 10 - Software Purchase Agreement
         Exhibit 99.1 - CEO Certification
         Exhibit 99.2 - CFO Certification

         Financial Statements and Financial Statement Schedules.
         ------------------------------------------------------

         Financial Statements - June 30, 2002

         Reports on Form 8-K

     There were no reports on Form 8-K filed  during the fourth  quarter  ending
June 30, 2002.


                                        9

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Rocky Point Pharmaceuticals, Inc. (A Development Stage Company)

We have  audited  the  accompanying  consolidated  balance  sheet of Rocky Point
Pharmaceuticals, Inc. (a Nevada development stage corporation) and subsidiary as
of June 30, 2002, and the related consolidated statements of operations, changes
in  stockholders'  (deficit),  and cash flows for the period then ended, and for
the period of May 7, 2002 (date of inception) to June 30, 2002.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Rocky  Point
Pharmaceuticals,  Inc. (a  development  stage company) and subsidiary as of June
30,  2002,  and the  results  of  their  operations,  changes  in  stockholders'
(deficit), and their cash flows for the period then ended, and for the period of
May 7, 2002 (date of inception) to June 30, 2002 in conformity  with  accounting
principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
consolidated   financial  statements,   the  Company  currently  has  cash  flow
constraints, an accumulated deficit and has no operations.  These factors, among
others,  raise  substantial  doubt about the Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 5. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                                             /s/ Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
September 25, 2002

          10 West 100 South, Suite 700o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297o Facsimile: (801) 575-8306
                        E-mail: smithcocpa@earthlink.net
           Members: American Institute of Certified Public Accountants
               o Utah Association of Certified Public Accountants

                                       10

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                                                      June 30,
                                                                                       2002
                                                                                 -----------------
             ASSETS
CURRENT ASSETS
<S>                                                                              <C>
         Cash in bank                                                            $               0
                                                                                 -----------------

                      TOTAL CURRENT ASSETS                                                       0

OTHER ASSETS
         Software (Note 4)                                                                       1
                                                                                 -----------------
                                                                                                 1
                                                                                 -----------------

                                                                                 $               1
                                                                                 =================

             LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
         Accounts payable                                                        $           2,500
         Payable - related parties (Note 3)                                                105,050
                                                                                 -----------------

                      TOTAL CURRENT LIABILITIES                                            107,550

STOCKHOLDERS' (DEFICIT)
         Common Stock $.001 par value:
          Authorized - 100,000,000 shares
          Issued and outstanding 12,000,000 shares                                          12,000
         Deficit accumulated during
          the development stage                                                           (119,549)
                                                                                 -----------------

                      TOTAL STOCKHOLDERS' (DEFICIT)                                       (107,549)
                                                                                 -----------------

                                                                                 $               1
                                                                                 =================
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                 11

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                                       Period               5/7/2002
                                                                                       Ended                (Date of
                                                                                      June 30,            inception) to
                                                                                        2002                 6/30/02
                                                                                  -----------------     -----------------
<S>                                                                               <C>                   <C>
Net sales                                                                         $               0     $               0
Cost of sales                                                                                     0                     0
                                                                                  -----------------     -----------------

                      GROSS PROFIT                                                                0                     0


General & administrative expenses                                                            19,550                19,550
                                                                                  -----------------     -----------------

                          NET LOSS                                                $         (19,550)    $         (19,550)
                                                                                  =================     =================


Basic and Diluted earnings per share
Net income (loss) per weighted average share                                      $            (.00)
                                                                                  =================


Weighted average number of common shares
         used to compute net income (loss) per
         weighted average share                                                          11,074,074
                                                                                  =================
</TABLE>







See Notes to Consolidated Financial Statements.

                                       12

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)





<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                          Accumulated
                                                              Common Stock                                   During
                                                            Par Value $0.001                               Development
                                                                  Shares                Amount                 Stage
                                                            -----------------     -----------------     -----------------
<S>                                                         <C>                   <C>                   <C>
Balances at 5/7/2002 (Date of inception)                                    0     $               0     $               0
         Issuance of common stock (restricted)
           at $.001 per share at 5/7/2002 to
           founders for services                                   11,000,000                11,000
         Acquisition of software from officer                                                                     (99,999)
         Luong Dae transaction                                      1,000,000                 1,000
         Net loss for period                                                                                      (19,550)
                                                            -----------------     -----------------     -----------------

Balances at 6/30/2002                                              12,000,000     $          12,000     $        (119,549)
                                                            =================     =================     =================
</TABLE>




See Notes to Consolidated Financial Statements.

                                       13

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                                       Period                5/7/2002
                                                                                        Ended               (Date of
                                                                                       June 30,           inception) to
                                                                                         2002                 6/30/02
                                                                                  -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                                               <C>                   <C>
         Net income (loss)                                                        $         (19,550)    $         (19,550)
         Adjustments to reconcile net income (loss) to
          cash used by operating  activities:
             Stock issued for expenses                                                       12,000                     0
             Changes in accounts payable                                                      2,500                 2,500
             Payable - related parties                                                        5,050                 5,050
                                                                                  -----------------     -----------------

                      NET CASH USED BY
                      OPERATING ACTIVITIES                                                        0                     0
                                                                                  -----------------     -----------------


                      INCREASE IN CASH
                      AND CASH EQUIVALENTS                                                        0                     0

         Cash and cash equivalents at beginning of year                                           0                     0
                                                                                  -----------------     -----------------

                      CASH & CASH EQUIVALENTS
                      AT END OF YEAR                                              $               0     $               0
                                                                                  =================     =================
</TABLE>




See Notes to Consolidated Financial Statements.

                                       14

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002


NOTE 1: CHANGE IN REPORTING ENTITY

     The  statement  of  operations  reflects  the  acquisition  of Rocky  Point
     Pharmaceuticals,  Inc.  ("Rocky  Point")  a  reporting  company  under  the
     Securities  Act of  1934,  by Luong  Dae  Solutions,  Inc.,("Luong  Dae") a
     development-stage  company,  on June  26,  2002 in a  reverse  acquisition,
     consummated by issuing  11,000,000 shares of common stock of Rocky Point to
     the founders of Luong Dae.  Reverse  acquisition  accounting is appropriate
     since the  shareholders  of Luong Dae controlled  approximately  92% of the
     outstanding  common stock of Rocky Point immediately after the acquisition,
     and  management  of  Luong  Dae  controlled  the  board  of  directors  and
     day-to-day  management  of the Company after the  acquisition.  The reverse
     acquisition  constitutes  a  change  in  reporting  entity  for  accounting
     purposes.   This  reverse   acquisition  is  considered  to  be  a  capital
     transaction  (i.e.  issuance  of  stock  by Rocky  Point  accompanied  by a
     recapitalization).  The historical  financial statements reflect the assets
     and liabilities of Luong Dae at their  historical  cost. Rocky Point had no
     assets on the date of the reverse acquisition.  Rocky Point had liabilities
     of $7,550 on the date of the reverse  acquisition.  These  liabilities have
     been charged to operations in the current period as goodwill with no future
     value.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     Accounting Methods:
     The Company  recognizes  income and expenses based on the accrual method of
     accounting.

     Dividend Policy:
     The Company has not yet adopted any policy regarding payment of dividends.

     Cash and Cash Equivalents:
     For financial statement  purposes,  the Company considers all highly liquid
     investments  with an original  maturity  date of three  months or less when
     purchased to be cash equivalents.

     Estimates:
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect the  reported  amounts  of  assets,  liabilities,
     revenues and expenses  during the reporting  period.  Estimates also affect
     the  disclosure of  contingent  assets and  liabilities  at the date of the
     financial statements. Actual results could differ from these statements.

     Net Loss Per Share:
     Basic and diluted loss per share is computed by dividing net loss available
     to common  shareholders  by the weighted  average  number of common  shares
     outstanding during the periods presented.

     Income Taxes:
     The Company utilizes the liability method of accounting for income taxes as
     set  forth  in  Statement  of  Financial   Accounting  Standards  No.  109,
     "Accounting  for Income  Taxes"  (SFAS 109).  Under the  liability  method,
     deferred taxes are determined based on the difference between the financial
     statement and tax bases of assets and  liabilities  using enacted tax rates
     in effect in the years in which the differences are expected to reverse. An
     allowance  against  deferred tax assets is recorded  when it is more likely
     than not that such tax benefits will not be realized.

     At June 30,  2002 a  deferred  tax  asset of about  $3,700  has been  fully
     reserved due to the Company's  lack of operations to provide  income to use
     the net operating loss carryover of $11,000 which expires as follows:

       Year Ended               Expires          Amount
     ---------------         ---------------   -------------
      June 30, 2002           June 30, 2022    $      11,000
                                               -------------

                                               $      11,000
                                               =============

NOTE 2: DEVELOPMENT STAGE COMPANY

     The Company was originally  incorporated as Upsilon, Inc. under the laws of
     the State of Utah on April 14, 1986 and has been in the  development  stage
     since  incorporation.  On December 30, 1993, the Company was dissolved as a
     Utah corporation and reincorporated in Nevada as Upsilon  Industries,  Inc.
     On July 21, 1995,  the Company  changed its name to TTN Capitol,  Inc.,  on
     October 15, 1995, the Company  changed its name to Wasatch  Pharmaceutical,
     Inc.,  and on May 31,  2000 the  Company  changed  its name to Rocky  Point
     Pharmaceuticals,  Inc. Luong Dae was incorporated on May 7, 2002 in Nevada,
     and became a subsidiary of the Company on June 26, 2002.


                                       15

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  June 30, 2002



NOTE 3: RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real property.  Office services are
     provided,  without charge, by an officer.  Such costs are immaterial to the
     financial statements,  and,  accordingly,  have not been reflected therein.
     The  officers and  directors of the Company are involved in other  business
     activities  and may,  in the  future,  become  involved  in other  business
     opportunities.  If a specific business opportunity becomes available,  such
     persons  may face a conflict  in  selecting  between  the Company and their
     other business  interests.  The Company has not formulated a policy for the
     resolution of such conflicts. At June 30, 2002 the Company owes $4,050 to a
     shareholder for expenses paid on behalf of the Company.

     The  Company  also owes  $1,000 to a former  officer  and  shareholder  for
     services.  Subsequent to June 30, 2002, he accepted 1,000,000 shares of S-8
     stock to retire the obligation.

     At June 30,  2002,  the Company  owes  $100,000 in  royalties  to Strategic
     Office Systems ("Strategic") in connection with the purchase of software.

     Luong  Dae is  obligated  to pay  $450 for each  copy and  installation  of
     software sold by Luong Dae. Luong Dae also agreed to pay $850 for each copy
     and installation of the software sold by Strategic.  The minimum royalty is
     $2,000 per month.

NOTE 4: SOFTWARE

     The Company  purchased a software program from an entity  controlled by its
     Vice President for $100,000.  The  transaction was recorded at its carrying
     value of $1.  The excess of the  consideration  payable  over the  carrying
     value at the  date of the  transaction  was  recorded  against  accumulated
     deficit.

NOTE 5: GOING CONCERN ITEMS

     The financial  statements  are presented on the basis that the Company is a
     going  concern,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of  liabilities  in the  normal  course  of  business  over a
     reasonable  length of time.  At June 30,  2002,  the  Company has a working
     capital  deficit of $(107,549),  and an accumulated  deficit of $(107,549).
     The Company has a substantial need for working capital.

     Management  feels that loans from related  parties and software  sales will
     provide  sufficient  working  capital to allow the Company to continue as a
     going concern.

NOTE 6: SUBSEQUENT EVENTS

     In July,  2002,  the Company sold 384,960  shares of Regulation S stock and
     received proceeds of $7,699.


                                       16

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  Rocky Point Pharmaceuticals, Inc.



Dated:   October 15, 2002         By:      /s/Arden Oliphant
      --------------------           ---------------------------------
                                     Arden Oliphant, Acting President,
                                     Secretary/Treasurer, and Director

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.



Dated: October 15, 2002            By:      /s/Arden Oliphant
       --------------------           ---------------------------------
                                      Arden Oliphant, Acting President,
                                      Secretary/Treasurer, and Director


Dated: October 15, 2002            By:      /s/Scott Glauser
       --------------------           -----------------------------------------
                                      Scott Glauser, Vice President and Director



                                       17

<PAGE>



                                                                      EXHIBIT 10

                           SOFTWARE PURCHASE AGREEMENT

This agreement,  effective May 15, 2002,  between Luong Dae Solutions,  a Nevada
corporation,  having its  principal  office at 9350  South 150 East,  Suite 900,
Sandy,  Utah 84070 ("LDS"),  and Strategic Office Systems,  a Utah  partnership,
having its principal office at 3434 East 7800 South,  Suite 209, Salt Lake City,
Utah 84121 ("SOS").

                                    RECITALS

     WHEREAS, SOS has developed and owns the copyright and all other proprietary
rights  pertaining to and  subsisting in certain  computer  programs and related
documentation known as "Rental-Ease"; and

     WHEREAS, SOS desires to sell,  transfer,  convey, and deliver such programs
and documentation, including all rights subsisting in them, to LDS; and

     WHEREAS,  LDS desires to acquire such computer  programs and  documentation
from SOS;

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants  and  agreements  contained in this  Agreement  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

                                    Section 1

                                Subject Programs

     SECTION 1.1 The term "Subject  Programs" shall mean any and all versions or
derivations  of (1)  the  source  code of  computer  programs  and  (2)  related
development and SOS documentation which together comprise Rental-Ease.

                                    Section 2

                                   Sale to LDS

     SECTION  2.1 SOS  sells,  grants,  transfers,  and  conveys to LDS sole and
exclusive right,  title, and interest in and to the Subject Programs,  including
all rights in copyright and trade secret interests subsisting in them as well as
such  proprietary  know-how as may relate to them, and including but not limited
to the full and complete right to print, publish,  copy,  distribute,  transfer,
display,  and prepare  derivative  works based upon the Subject Programs and any
derivative works of them anywhere throughout the world.

                                    Section 3

                       Delivery of Subject Programs by SOS

     SECTION 3.1 SOS shall within 10 days of execution of this Agreement deliver
to LDS: (I) the complete  current version of the Subject Programs in both human-
readable and machine-readable format, free of copyright protection and formatted
to list source code  instructions;  (2)  available  manuscripts  prepared by SOS
documenting the use and operation of the Subject  Programs;  and (3) any and all
documentation relating to current users of the Subject Programs.

                                  Page 1 of 4 .


                                       18

<PAGE>



                                    Section 4

                     Distribution of Subject Programs by LDS

     SECTION  4.1 LDS  shall  determine  in its  discretion  how to  market  and
distribute  the Subject  Programs,  and whether to license or sell copies of the
Subject Programs.  Each copy licensed or sold shall be accompanied by a suitable
End-user License Agreement which shall protect the proprietary  rights of LDS in
the Subject  Programs.  In addition,  the  single-user  version  shall include a
license agreement restricting its use to only one computer at any given time.

                                    Section 5

                            Registration of Copyright

     SECTION 5.1 LDS shall place  appropriate  copyright  and other  proprietary
notices in the form  prescribed by applicable  law on packaging  materials,  and
embedded in program  code of the program  packages.  SOS shall,  upon request of
LDS,  execute and deliver to LDS a suitable  Certificate  of  Assignment  of the
rights  and  interests  of SOS in  the  Subject  Programs  for  registration  or
recordation in the United States Copyright Office.

                                    Section 6

                            Payment of Purchase Price

     SECTION 6.1 SOS  acknowledges  receipt of the sum of $1 furnished by LDS as
the mutually agreed upon purchase price as good and sufficient  consideration of
SOS entering  into this  Agreement and  delivering  the Subject  Programs  under
Section 3, in addition to the additional consideration described below.

                                    Section 7

                            Additional Consideration

     SECTION 7.1 LDS will pay SOS $100,000.00 in the form of a royalty according
to the following formula:

     a.   LDS will pay SOS a royalty of $450.00  for each copy and  installation
          of the Subject Programs sold by LDS; and

     b.   LDS will pay SOS a royalty of $850.00  for each copy and  installation
          of the Subject Programs sold by SOS;

     c.   LDS will pay SOS a minimum royalty of $2,000.00 per month.

     All  royalties  will be paid by the  fifteenth  of the  month for the month
preceding the payment.  All royalties  paid by LDS to SOS will accrue toward the
$100,000.00  owed SOS by LDS.  All  amounts  paid by LDS will reduce the balance
owed to SOS.

                                    Section 8

          Warranties of SOS; Limitations on Warranties and Liabilities

     SECTION 8.1 SOS warrants to LDS that it is the original creator and user of
the Subject Programs and is the owner of them for purposes of the U.S. Copyright
Act and applicable federal and state laws affecting


                                   Page 2 of 4

                                       19

<PAGE>



proprietary  rights,  and that it has the  authority  to assign and transfer all
right,  title,  and interest to them to LDS in accordance with the provisions of
this agreement.

     SECTION  8.2 SOS  warrants  that  the  Subject  Programs  in the form to be
delivered  to LDS  pursuant to Section 3.1 will not  infringe  any U.S.  patent,
copyright, or trade secret right of any third party.

     SECTION  8.3 SOS  makes no  warranty  that all  errors  have been or can be
eliminated  from the Subject  Programs and,  except as set forth in Section 8.1,
SOS shall not be responsible for LDSses,  damages, costs or expenses of any kind
resulting  from  the  use  or  distribution  of the  Subject  Programs  by  LDS,
including,  without  limitation,  any  liability for business  expense,  machine
downtime, or damages caused LDS or any third persons by any deficiency,  defect,
error or  malfunction.  Except as set  forth in  Section  9.1,  SOS shall not be
liable for any indirect, special, incidental, or consequential damages, relating
to or arising out of the subject matter of this Agreement or actions taken under
it.  SOS MAKES NO  WARRANTY  , EITHER  EXPRESS  OR  IMPLIED,  AS TO THE  SUBJECT
PROGRAMS OR THE USE OF THEM, AND SPECIFICALLY  DISCLAIMS ALL IMPLIED  WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

                                    Section 9

                      Indemnity Undertakings of the Parties

     SECTION 9.1 SOS shall  indemnify and hold harmless LDS from and against any
and all claims, actions,  demands, costs, losses, and liabilities arising out of
or relating to infringement by the Subject Programs in the form delivered by SOS
to LDS under this Agreement upon the proprietary rights of any third parties.

     SECTION 9.2 LDS shall  indemnify and hold harmless SOS from and against any
and all claims, actions,  demands, costs, losses, and liabilities arising out of
or relating to actions taken by LDS pursuant to this Agreement.

     SECTION 9.3 These rights of  indemnification  shall be predicated  upon the
party seeking  indemnification  (1) giving the indemnifying party prompt written
notice of any claim for which indemnity is sought; (2) allowing the indemnifying
party  complete  control with respect to the defense or  settlement  of any such
claim; and (3) cooperating  fully with the indemnifying  party in the defense or
settlement at the expense of the indemnifying party .

                                   Section 10

                            Confidential Information

     SECTION 10.1 SOS shall keep confidential and not disclose or disseminate to
any  third  parties  any  confidential  proprietary  information  subsisting  or
embodied in the Subject Programs.  SOS shall take all steps reasonably necessary
for the  protection of any such  information  that remains in the  possession or
control of SOS.

                                   Section 11

                                    Remedies

     SECTION 11.1 In the event that LDS fails to pay the monthly royalty to SOS,
as  determined by the formula in Section 7 above,  by the payment due date,  LDS
will pay a 10% penalty to SOS for each month in which payment is not made.

     SECTION  11.2 In the  event  that LDS fails to pay  royalties  to SOS for a
period  of(6) six  consecutive  months SOS may, at its  discretion,  demand full
payment  of all past due  amounts.  In the  event  that LDS  fails to make  such
payment,  SOS may treat the  failure  to make such  payment  as a breach of this
agreement.


                                   Page 3 of 4

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<PAGE>



     Upon breach of this agreement,  all rights,  title and interest  granted by
SOS to LDS in this agreement will revert back to S0S.

                                   Section 12

                                  Miscellaneous

     SECTION 12.1 SOS shall have no authority to enter into agreements on behalf
of LDS or otherwise to bind or obligate LDS in any manner.

     SECTION   12.2   ALL   QUESTIONS   CONCERNING   THE   VALIDITY,   OPERATION
INTERPRETATION,  AND  CONSTRUCTION  OF THIS  AGREEMENT  WILL BE  GOVERNED BY AND
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH.

     SECTION 12.3 If any part,  term,  or provision of this  Agreement  shall be
held  unenforceable  or in conflict with any law of any  governmental  authority
having jurisdiction over this Agreement,  the validity of the remaining portions
or provisions shall not be affected.

     SECTION 12.4 Each party represents that it has the full power and authority
to undertake  the  obligations  set forth in this  Agreement and that it has not
entered   into  any  other   agreements   that  would  render  it  incapable  of
satisfactorily  performing  its  obligations  under this Agreement or that would
place it in a position in conflict  with respect to its  obligations  under this
Agreement.

     SECTION  12.5 The parties  agree that this  agreement  is the  complete and
exclusive  state of the agreement and supersedes  all proposals and  agreements,
oral or written, relating to the subject matter of this agreement.

     IN WITNESS,  the parties have caused the  Agreement to be duly  executed by
their authorized representatives effective as of the date set forth above.

(S0S)
By: /s/ Scott Glauser
Name: Scott Glauser
Title: President
Date: 9 May 2002

(LDS)
By: /s/ John Eckersley
Name: John Eckersley
Title: President
Date: 9 May 2002


                                   Page 4 of 4


                                       21

<PAGE>



                                                                    Exhibit 99.1

                                CEO Certification

In  connection  with the  transition  report on Form  10-KSB for the  transition
period ended June 30, 2002  (Report),  as filed with the Securities and Exchange
Commission, on the date hereof, the undersigned Chief Executive Officer of Rocky
Point  Pharmaceuticals,  Inc.  (the  "Company"),  certifies  to the  best  of my
knowledge,  pursuant  to  18  USC  1350,  as  adopted  pursuant  to  ss.302  and
promulgated as 18 USC 1350 pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:

     1.   The  Report  referenced  above  has  been  read  and  reviewed  by the
          undersigned.

     2.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934.

     3.   The Report referenced above does not contain any untrue statement of a
          material fact or omit to state a material  fact  necessary in order to
          make the statements  made, in light of the  circumstances  under which
          such statements were made, not misleading.

     4.   I acknowledge that the management of the Company is solely responsible
          for the fair presentation in the financial statements of the financial
          position,  results  of  operations  and cash  flows of the  Company in
          conformity with accounting principles generally accepted in the United
          States of America.

Based upon my knowledge,  the  financial  statements,  and other such  financial
information  included in the report,  fairly present the financial condition and
results of  operations  of the  Company as of and for the period  ended June 30,
2002.

Additionally, I acknowledge that the Company's Board of Directors and Management
are solely responsible for adopting sound accounting practices, establishing and
maintaining a system of internal control and preventing and detecting fraud. The
Company's  system of internal  accounting  control is designed to assure,  among
other items, that 1) recorded  transactions are valid; 2) valid transactions are
recorded;  and 3)  transactions  are  recorded in the proper  period in a timely
manner to produce  financial  statements  which  present  fairly  the  financial
condition,  results  of  operations  and  cash  flows  of the  Company  for  the
respective periods being presented.

/s/Arden Oliphant
Arden Oliphant, Acting President
CEO and Director
Dated:            October 15, 2002
       -------------------------------------


                                       22

<PAGE>


                                                                    Exhibit 99.2
                                CFO Certification

In  connection  with the  transition  report on Form  10-KSB for the  transition
period ended June 30, 2002  (Report),  as filed with the Securities and Exchange
Commission, on the date hereof, the undersigned Chief Financial Officer of Rocky
Point  Pharmaceuticals,  Inc.  (the  "Company"),  certifies  to the  best  of my
knowledge,  pursuant  to  18  USC  1350,  as  adopted  pursuant  to  ss.302  and
promulgated as 18 USC 1350 pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that:

     1.   The  Report  referenced  above  has  been  read  and  reviewed  by the
          undersigned.

     2.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934.

     3.   The Report referenced above does not contain any untrue statement of a
          material fact or omit to state a material  fact  necessary in order to
          make the statements  made, in light of the  circumstances  under which
          such statements were made, not misleading.

     4.   I acknowledge that the management of the Company is solely responsible
          for the fair presentation in the financial statements of the financial
          position,  results  of  operations  and cash  flows of the  Company in
          conformity with accounting principles generally accepted in the United
          States of America.

Based upon my knowledge,  the  financial  statements,  and other such  financial
information  included in the report,  fairly present the financial condition and
results of operations of the Company as of and for the  transition  period ended
June 30, 2002.

Additionally, I acknowledge that the Company's Board of Directors and Management
are solely responsible for adopting sound accounting practices, establishing and
maintaining a system of internal control and preventing and detecting fraud. The
Company's  system of internal  accounting  control is designed to assure,  among
other items, that 1) recorded  transactions are valid; 2) valid transactions are
recorded;  and 3)  transactions  are  recorded in the proper  period in a timely
manner to produce  financial  statements  which  present  fairly  the  financial
condition,  results  of  operations  and  cash  flows  of the  Company  for  the
respective periods being presented.

/s/ Arden Oliphant
Arden Oliphant, Secretary/Treasurer
CFO and Director
Dated:            October 15, 2002
       ----------------------------------------------


                                       23