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

                                   FORM 10-KSB

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

         For the fiscal Year ended:   June 30, 2003
                                    ---------------------

                                       OR

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

         For the transition period from                     to
                                        -------------------   -----------------

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 February 23, 2004, 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 February 23, 2004
------------------------------------         -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 13,069,000 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. On March 31, 2003, the Company divested its interest in
Luong Dae.

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.

         None.

                                     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, 2003, there were about 830 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.

         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.


                                        5

<PAGE>



ITEM 7.           Financial Statements and Supplementary Data.

         See Item 13.

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
         Mark Timothy      46      Acting President, Secretary/Treasurer
                                   Director

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.

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

         The following table sets forth, as of February 9, 2004, 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>                            <C>
               Common          Tariq Faridi                            4,800.000                        37.00%
                               9350 South 150 East
                               Sandy, Utah 84070

</TABLE>

                                        6

<PAGE>



<TABLE>
<CAPTION>
                                     Name & Address                    Amount of                  Percent
           Title of Class          of beneficial owner           beneficial ownership            of Class
         ------------------    ---------------------------    --------------------------     -----------------
<S>      <C>                   <C>                            <C>                            <C>
               Common          Sam Knapp                               1,000,000                         8.00%
                               9350 South 150 East
                               Sandy, Utah 84070

               Common          Frank Davis                             3,000,000                        23.00%
                               9350 South 150 East
                               Sandy, Utah 84070

               Common          Arden Oliphant                          1,100,000                         8.00%
                               10170 Kalinda Drive
                               Sandy, Utah 84070

               Common          Carrie K Rees                           1,000,000                         8.00%
                               2108 Twisted Oak Avenue
                               North Las Vegas, NV 89032
</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

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

         Exhibit 10 - Luong Dae Sale Agreement
         Exhibit 99.1 - CEO Certification
         Exhibit 99.2 - CFO Certification

         Financial Statements and Financial Statement Schedules.

         Financial Statements - June 30, 2003

         Reports on Form 8-K

         There were no reports on Form 8-K filed during the fourth quarter
ending June 30, 2003.


                                        7

<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) as of June 30,
2003, and the related consolidated statements of operations, changes in
stockholders' (deficit), and cash flows for the years ended June 30, 2003 and
2002, and from the period of April 14, 1986 (date of inception) to June 30,
2003. 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) as of June 30, 2003, and the
results of their operations, changes in stockholders' (deficit), and their cash
flows for the years ended June 30, 2003 and 2002, and for the period of April
14, 1986 (date of inception) to June 30, 2003 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 6 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 6. 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
February 17, 2004

          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 Accountantso
                Utah Association of Certified Public Accountants

                                        8

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                     June 30,
                                                                                       2003
                                                                                 -----------------
             ASSETS
CURRENT ASSETS
<S>                                                                              <C>
         Cash in bank                                                            $               0
                                                                                 -----------------

                      TOTAL CURRENT ASSETS                                                       0

OTHER ASSETS
         Software (Note 5)                                                                       0
                                                                                 -----------------

                                                                                 $               0
                                                                                 =================

             LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
         Accounts payable                                                        $             900
         Payable - related parties (Note 4)                                                    801
                                                                                 -----------------

                      TOTAL CURRENT LIABILITIES                                              1,701

STOCKHOLDERS' (DEFICIT)
         Common Stock $.001 par value:
          Authorized - 100,000,000 shares
          Issued and outstanding 13,000,000 shares                                          13,000
         Deficit accumulated during
          the development stage                                                            (14,701)
                                                                                 -----------------

                      TOTAL STOCKHOLDERS' (DEFICIT)                                         (1,701)
                                                                                 -----------------

                                                                                 $               0
                                                                                 =================
</TABLE>

See Notes to Financial Statements.

                                        9

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                                           4/14/1986
                                                                                                           (Date of
                                                                         Year Ended June 30,             inception) to
                                                                  2003                    2002               6/30/03
                                                            -----------------     -----------------     -----------------
<S>                                                         <C>                   <C>                   <C>
Net sales                                                   $               0     $               0     $               0
Cost of sales                                                               0                     0                     0
                                                            -----------------     -----------------     -----------------

                      GROSS PROFIT                                          0                     0                      0


General & administrative expenses                                       3,700                19,550                15,501
                                                            -----------------     -----------------     -----------------

OTHER INCOME
         Gain on sale of subsidiary                                       800                     0                   800
                                                            -----------------     -----------------     -----------------

                          NET LOSS                          $          (2,900)    $         (19,550)    $         (14,701)
                                                            =================     =================     =================


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


Weighted average number of common
         shares used to compute net income
         (loss) per weighted average share                         12,857,534            11,074,074
                                                            =================     =================

</TABLE>






See Notes to Financial Statements.

                                       10

<PAGE>



                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
                 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 4/14/1986 (Date of inception)                                   0     $               0     $               0
         Issuance of common stock (restricted)
           at $.001 per share at 4/14/1986 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)
         Issuance of common stock at $.001 per
           share at 8/22/2002 to officer for
           services                                                 1,000,000                 1,000
         Deconsolidation of Luong Dae
           subsidiary                                                                                              11,749
         Return of software to seller                                                                              95,999
         Net loss for period                                                                                       (2,900)
                                                            -----------------     -----------------     -----------------

Balances at 6/30/2003                                              13,000,000     $          13,000     $         (14,701)
                                                            =================     =================     =================

</TABLE>



See Notes to Financial Statements.

                                       11

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                                           4/14/1986
                                                                                                            (Date of
                                                                      Period Ended June 30,               inception) to
                                                                   2003                    2002               6/30/03
                                                            -----------------     -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                         <C>                   <C>                   <C>
         Net income (loss)                                  $          (2,900)    $         (19,550)    $         (14,701)
         Adjustments to reconcile net income
           (loss) to cash used by operating activities:
              Amortization                                                                                             50
              Stock issued for expenses                                     0                12,000                12,000
              Changes in accounts payable                              (1,600)                2,500                   900
              Payable - related parties                              (105,249)                5,050                  (199)
                                                            -----------------     -----------------     -----------------

                    NET CASH USED BY
                OPERATING ACTIVITIES                                 (109,749)                    0                (1,950)
                                                            -----------------     -----------------     -----------------

INVESTING ACTIVITIES
         Organization Costs                                                 0                     0                   (50)
         Sale of subsidiary                                           109,749                     0                     0
                                                            -----------------     -----------------     -----------------

                  NET CASH PROVIDED BY
                  INVESTING ACTIVITIES                                109,749                    0                    (50)
                                                            -----------------     -----------------     -----------------

FINANCING ACTIVITIES
         Proceeds from sale of
           common stock                                                     0                     0                 2,000
                                                            -----------------     -----------------     -----------------

                  NET CASH PROVIDED BY
                  FINANCING ACTIVITIES                                      0                     0                 2,000
                                                            -----------------     -----------------     -----------------

                  INCREASE (DECREASE) IN CASH
                  & CASH EQUIVALENTS                                        0                     0                     0

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

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


ADDITIONAL INFORMATION
         A payable of $1,000 was settled by issuing 1,000,000 shares of common
         stock to the note holder. Shares were issued at par on August 27, 2002.




See Notes to Financial Statements.

                                       12

<PAGE>



                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 2003


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.

         At March 31, 2003, the Company sold its interest in Loung Dae. Previous
         financial statements of the Company captioned "Consolidated Financial
         Statements" presented the financial condition of the Company together
         with that of Luong Dae, then a majority-owned subsidiary of the
         Company, on a consolidated basis. The disposal of the Company's
         interest in Luong Dae, which had no material net assets or liabilities,
         had no direct actual impact on the financial condition resulting from
         the de-consolidation of Luong Dae.

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.


                                       13

<PAGE>



                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                  June 30, 2003



NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         At June 30, 2003 a deferred tax asset of about $4,700 has been fully
         reserved due to the Company's lack of operations to provide income to
         use the net operating loss carryover of $13,900 which expires as
         follows:

                 Year Ended               Expires            Amount
               --------------          -------------      -------------
               June 30, 2002           June 30, 2022      $      11,000
               June 30. 2003           June 30, 2023              2,900
                                                          -------------

                                                          $      13,900
                                                          =============

NOTE 3:  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 April 14, 1986 in Nevada, and became a subsidiary of
         the Company on June 26, 2002. Luong Dae was disposed of on March 31,
         2003.

NOTE 4:  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, 2003 the Company owes $801 to a shareholder for expenses paid on
         behalf of the Company.

NOTE 5:  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.

         On March 31, 2003, the Company returned the Software to the seller to
         settle the outstanding payable. Prior to this the Company had been in
         default on the note. The seller agreed to accept the software as
         payment in full.

NOTE 6:  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, 2003, the Company has no assets
         and all its expenses are being paid by its CEO. The Company has a
         substantial need for working capital.

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

NOTE 7:  SUBSEQUENT EVENTS
         In July, 2003, the Company issued 39,000 shares of Regulation S stock.


                                       14

<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: March 1, 2004                        By: /s/ Mark Timothy
      ------------------------------           -----------------
                                            Mark Timothy, 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: March 1, 2004                        By: /s/ Mark Timothy
      ------------------------------           ------------------------------
                                            Mark Timothy, Acting President,
                                            Secretary/Treasurer, and Director



                                       15

<PAGE>



                                                                      EXHIBIT 10





                            STOCK PURCHASE AGREEMENT

                                 by and between

                   FINANCIAL TECHNOLOGY RESEARCH CORPORATION,
                                     Buyer,
                                      and
                       ROCKY POINT PHARMACEUTICALS, INC.
                                     Seller

                              Dated March 31, 2003



                                       16

<PAGE>



                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
March 31, 2003, by and between FINANCIAL TECHNOLOGY RESEARCH CORPORATION, a
Nevada corporation ("Buyer"), and ROCKY POINT PHARMACEUTICALS, INC., a Nevada
Corporation ("Seller") (Buyer and Sellers each a "Party" and together
"Parties").

                                    RECITALS

         Buyer desires to purchase from Sellers, on the following terms and
conditions, the LUONG DAE SOLUTIONS Shares (as defined below) of LUONG DAE
SOLUTIONS, INC., a Nevada corporation (the "Company" or "LUONG DAE SOLUTIONS");
and

         Sellers desire to sell to Buyer, on the following terms and conditions,
the LUONG DAE SOLUTIONS Shares.

         NOW, THEREFORE, in consideration of the recitals and the mutual
covenants, representations, warranties, conditions, and agreement hereinafter
expressed, the Parties agree as follows:

                                    ARTICLE I
                                PURCHASE AND SALE

     1.1 The LUONG DAE  SOLUTIONS  SHARES.  Upon the  terms and  subject  to the
conditions set forth in this Agreement,  at the Closing (as defined below),  (I)
the Seller  shall  sell and  deliver  to Buyer,  free and clear of all  security
interests,  claims,  and  restrictions  and Buyer shall purchase and accept from
Sellers the shares of LUONG DAE SOLUTIONS common stock reflected on Schedule 1.1
consisting of an aggregate of 11,000,000  (eleven  million)  shares of LUONG DAE
SOLUTIONS common stock now held by Seller.  Such aggregate  11,000,000 shares of
LUONG DAE  SOLUTIONS  common  stock are  referred  to herein as the  "LUONG  DAE
SOLUTIONS SHARES."

     1.2  Consideration.  The consideration that Buyer shall pay Sellers for the
LUONG DAE SOLUTIONS SHARES, the obligations of Sellers under Article VI, and the
other  rights  of Buyer  hereunder  shall be the  assumption  by the Buyer of an
obligation and liability of the Seller to certain of its principal  stockholders
in the amount of $4,050 (four thousand and fifty U.S. Dollars).

     1.3 Closing; Cooperation. The Closing shall take place at the office of the
Buyer,  29th Floor,  1350 Avenue of the Americas,  New York, NY 10019 10:00 a.m.
local time on March 31, 2002,  or, if the  conditions  to the Closing are not by
then  satisfied,  upon  satisfaction of such  conditions,  the date on which the
Closing  actually  occurs being  referred to herein as the "Closing  Date." Each
Party shall reasonably  cooperate,  as to matters under such Party's control, in
the satisfaction of conditions to the obligations of the Parties at the Closing;
provided,  that the  foregoing  shall  not  require  either  Party to waive  any
condition  herein to its  obligations at the Closing or to incur any substantial
cost not otherwise required hereunder.

     1.4 Deliveries of Sellers at Closing. Subject to the conditions to Sellers'
obligations  in  Article V, at the  Closing,  Sellers  shall  deliver to Buyer a
certificate  or  certificates  evidencing the LUONG DAE SOLUTIONS  SHARES,  duly
endorsed or  accompanied  by a duly  executed  stock power,  plus the  documents
identified in Article IV, duly executed by Sellers.

     1.5  Deliveries of Buyer at Closing.  Subject to the  conditions to Buyer's
obligations  in Article IV, at the  Closing,  Buyer  shall  deliver to Sellers a
certificate or certificates evidencing its assumption of the liability set forth
in ss.1.2 above.

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         The Seller hereby makes the following representations and warranties to
Buyer, each of which is true and correct on the date hereof and each of which
shall survive the Closing:

     2.1 Power and  Authority.  The Seller has the power and capacity to execute
and  deliver  this  Agreement,  to perform  the  obligations  hereunder,  and to
consummate the transactions contemplated hereby.

     2.2 Stock  Ownership.  The  Seller  represents  that it the sole  holder of
record and  beneficial  owner of the LUONG DAE  SOLUTIONS  SHARES as provided on
Schedule  1.1.  N. Seller  owns the LUONG DAE  SOLUTIONS  SHARES as set forth on
Schedule 1.1, free and clear of all security interests, claims, restrictions and
voting agreements of any kind. The Seller will transfer good

                                       17

<PAGE>



and marketable title to the LUONG DAE SOLUTIONS SHARES which it owns, at the
Closing, free and clear of all liens, security interests, claims, restrictions
and voting agreements.

     2.3 Enforceability.  This Agreement has been duly executed and delivered by
each  Seller and  constitutes  a legal,  valid and  binding  obligation  of each
Seller, enforceable against each Seller in accordance with its terms.

     2.4 No Violation.  The execution and delivery of this Agreement by Sellers,
the performance by Sellers of the obligations  hereunder and the consummation by
Sellers  of the  transactions  contemplated  by  this  Agreement  will  not  (i)
contravene  any  provision  of the  articles of  incorporation  or bylaws of the
Company,  (ii)  violate or  conflict  with any law,  statute,  ordinance,  rule,
regulation,  decree,  writ,  injunction,  judgment or order of any  governmental
authority or of any  arbitration  award which is either  applicable  to, binding
upon or enforceable  against the Company or either Seller,  (iii) conflict with,
result in any breach of, or constitute a default (or an event which would,  with
the  passage  of time or the  giving of notice or both,  constitute  a  default)
under,  or  give  rise  to a right  to  terminate,  amend,  modify,  abandon  or
accelerate,  any contract  which is applicable  to,  binding upon or enforceable
against the Company or either Seller,  (iv) result in or require the creation or
imposition  of any lien upon or with respect to any of the property or assets of
the Company, or (v) require the consent,  approval,  authorization or permit of,
or filing with or  notification  to, any  governmental  authority,  any court or
tribunal or any other person,  except any applicable  filings required under the
Hart-Scott-Rodino  Act,  and  any  filings  with  the  Securities  and  Exchange
Commission (the "SEC") and other filings required to be made by Buyer.

     2.5 Irrevocable Proxy.  Simultaneous with the execution hereof, each of the
Seller has granted an  irrevocable  proxy to Buyer to exercise all voting rights
which it may have in respect of any of its common stock or other  securities  of
the Company,  including the LUONG DAE SOLUTIONS SHARES,  effective from the date
hereof and continuing until the Closing (or until  termination of this Agreement
in accordance with its terms).

     2.6  Resignation  of  Directorship  and  Offices.   Seller's  Officers  and
Directors have resigned from all offices, directorships and other positions with
LUONG DAE SOLUTIONS.

     2.7  Corporate  Existence and  Qualification.  The Company is a corporation
duly incorporated,  validly existing, and in good standing under the laws of the
State of Nevada;  it is duly  qualified  and in good  standing  in each  foreign
jurisdiction  where its failure to so qualify would materially  adversely effect
such entity.  The Company has the  corporate  power and authority to own and use
its properties and to transact the business in which it is engaged.

                                   ARTICLE IIA
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby makes the following warranties and representations to
Buyer, each of which is true and correct on the date hereof and each of which
shall survive the Closing.

     2A.1  Capitalization.  The authorized capital stock of the Company consists
of  75,000,000  shares of common stock,  par value $ 0.001 per share.  As of the
date hereof, 12,337,739 shares are issued or outstanding, all of which have been
duly authorized and validly issued and are fully paid and non-assessable. Except
as set forth on Schedule 2A.1, there are no contracts  relating to the issuance,
sale or transfer of any equity security of the Company.  Accordingly,  the LUONG
DAE SOLUTIONS SHARES constitute  approximately 89% (eighty-nine per cent) of the
issued and oiutstanding common stock of the Company.

     2A.2  Subsidiaries.  All of  the  outstanding  equity  securities  of  each
Subsidiary have been duly authorized and validly issued,  and are fully paid and
non-assessable.  There  are no  contracts  relating  to the  issuance,  sale  or
transfer of any equity security of any  Subsidiary.  Neither the Company nor any
Subsidiary  owns or has any  contract to acquire  any  securities  or  ownership
interest in any other business.

     2A.3  Property and Permits.  Except as set forth on Schedule 2A.3 or in the
financial statements (or notes  thereto)referenced  in Section 2A.4, the Company
is the  sole  owner of all  right,  title,  and  interest  in and to all  assets
reflected  on the  current  balance  sheet,  free and  clear  of all  mortgages,
security  interests,  claims,  restrictions  and other  encumbrances,  and there
exists no restriction on the use or transfer of such assets or property. No such
assets or property  are in the  possession  of others and the  Company  holds no
property on  consignment.  All  tangible  such assets and  property  are in good
condition  and  repair  and  fit  for  their  intended  purpose,  and are not in
violation  of  applicable  zoning or other Law.  The Company  holds all permits,
licenses  and other  approvals  necessary to conduct the business in which it is
engaged.

                                       18

<PAGE>



     2A.4 Financial Statements.  The consolidated balance sheets and the related
consolidated  statements  of income,  changes in  stockholders'  equity and cash
flows  contained in the Annual Report and in all other  documents filed with the
SEC  since  June  30,  2002,  presented  fairly  in all  material  respects  the
consolidated  financial  position  of  the  Company,  and  the  results  of  the
consolidated  operations and changes in  stockholders'  equity and  consolidated
financial position of the Company and the Subsidiaries for the respective fiscal
periods or as of the respective dates therein set forth; each of such statements
(including the related notes where  applicable)  has been prepared in accordance
with generally accepted accounting  principles  consistently  applied during the
periods  involved  ("GAAP").  The  books  and  records  of the  Company  and the
Subsidiaries  have been, and are being,  maintained in all material  respects in
accordance  with  the  GAAP  and  any  other  applicable  legal  and  accounting
requirements and reflect only actual transactions.

     2A.5 Changes Since December 31, 2002.  Since December 31, 2002, the Company
has not (i) issued any capital stock or other securities,  with the exception of
options to  purchase  common  stock  issued to  employees  and/or  agents of the
Company;  (ii) made any  distribution of or with respect to its capital stock or
other securities or purchased or redeemed any of its securities;  (iii) paid any
bonus  to or  increased  the  rate of  compensation  of any of its  officers  or
salaried  employees or, with the  exception of amendments  set forth on Schedule
2A.5,  amended any other terms of employment of such persons;  (iv) sold, leased
or transferred any of its properties or assets other than in the ordinary course
of business consistent with past practice;  (v) made or obligated itself to make
capital  expenditures  out of ordinary  course of business  consistent with past
practice;  (vi) made any payment in respect of its liabilities other than in the
ordinary course of business  consistent  with past practice;  (vii) entered into
any other  transaction  or been  subject  to any  event  which has or may have a
material adverse effect on the Company; or (viii) agreed to do or authorized any
of the foregoing.

     2A.6 Compliance with Disclosure Requirements. Except as otherwise disclosed
in the  Company's  Annual  Report,  the  Company has timely  filed all  material
reports, registrations and statements,  together with any amendments required to
be made with respect  thereto,  that it was required to file since  December 31,
2002 to or with any governmental  agency,  including without limitation the SEC.
No  document  filed with the SEC since  December  31, 2002  contains  any untrue
statement of material  fact, or omits to state a material fact necessary to make
the statements  therein,  in the light of the  circumstances  in which they were
made, not misleading.

     2A.7 Insurance.  The Company does not maintain any insurance coverage.  All
policies of insurance to which the Company or any Subsidiary is a party: (a) are
validly issued,  outstanding and enforceable;  (b) are issued by an insurer that
is  financially  sound  and  reputable;   (c)taken  together,  provide  adequate
insurance  coverage for the assets and the  operations  of the Company;  and (d)
will continue in full force and effect  following  the Closing.  The Company has
given notice to the insurer of all claims that may be insured thereby.

     2A.8 No Undisclosed  Liabilities.  To the best of Seller's  knowledge,  the
Company does not have any material liabilities or obligations whatsoever,  known
or unknown, accrued, absolute,  contingent, or other, except (a) as disclosed in
the Annual Report, or (b) to the extent they arise in the ordinary course of the
business of the Company and would not have been required to be set forth therein
had they existed on June 30, 2002:  (i) Taxes  incurred  since June 30, 2002 and
(ii)  performance  and payment  obligations  (but not  liabilities for breach or
violation) lawfully incurred under arm's-length contracts for goods or services.

     2A.9 Taxes. To the best of Seller's knowledge:

          (a) The  Company  timely  has  filed or  caused  to be filed  with the
     appropriate  Government  entity all tax returns and reports  required to be
     filed  by  or on  behalf  of  the  Company,  including  estimated  tax  and
     informational returns ("Tax Returns") and no Tax Returns have been amended.
     All Tax Returns are true, correct, and complete.

          (b)  Except  as noted on  Schedule  2A.9,  all Taxes  (whether  or not
     reflected  in Tax Returns as filed)  payable by the Company with respect to
     all periods reflected on Tax Returns have been fully paid, and there are no
     grounds for the assertion or assessment of any additional Taxes against the
     Company or its assets with  respect to such  periods.  All unpaid Taxes are
     properly  accrued on the books of the Company and will be so accrued on the
     Company's  balance sheet as of the Closing Date in an amount  sufficient to
     pay them in full when due.

          (c) The Company has complied with all Law relating to the  withholding
     of  Taxes  and  the  payment  thereof   (including,   without   limitation,
     withholding  of Taxes under  Section 1441 and 1442 of the Code,  or similar
     provision  under foreign laws),  and has timely and properly  withheld from
     employee wages and paid over to the proper  Government all amounts required
     to withhold and be paid over under applicable Law.

                                       19

<PAGE>



          (d) As used in this Agreement, "Taxes" means all taxes, charges, fees,
     levies, or other like assessments,  including  without  limitation  income,
     gross receipts, ad valorem,  value added,  premium,  excise, real property,
     personal  property,   windfall  profit,  sales,  use,  transfer,   license,
     withholding,  employment,  payroll,  and  franchise  taxes  imposed by: the
     United  States or any other  nation,  state,  or bilateral or  multilateral
     governmental authority, any local governmental unit or subdivision thereof,
     or any branch, agency, or judicial body thereof  ("Government");  and shall
     include any interest,  fines, penalties,  assessments,  or additions to tax
     resulting  from,  attributable  to, or incurred in connection with any such
     Taxes or any contest or dispute thereof.

     2A.10 No  Breach  of Law or  Governing  Document.  To the best of  Seller's
knowledge,  the Company is not and has not been in default under or in breach or
violation of any applicable statute, law, treaty, convention, ordinance, decree,
order,  injunction,  rule, directive, or regulation of any Government ("Law") or
the provisions of any Government permit, franchise, or license, or any provision
of its certificate of incorporation or its bylaws.  The Company has not received
any notice alleging such default, breach or violation.  Neither the execution of
this  Agreement  nor the  Closing  do or will  constitute  or result in any such
default, breach or violation.

     2A.11  Litigation.  Except as disclosed in the Annual  Report,  there is no
action,  suit,  or other  legal or  administrative  proceeding  or  governmental
investigation  pending,  or threatened  against,  by or affecting the Company or
either  Seller,  or any of their  properties  or  assets  which  alone or in the
aggregate  would have a  material  adverse  effect  upon the  Company,  or which
questions the validity or  enforceability  of this Agreement or the transactions
contemplated  hereby, and there is no basis for any of the foregoing.  There are
no  outstanding  orders,  injunctions,  decrees  or  stipulations  issued by any
governmental  authority  in any  proceeding  to which  the  Company  are or were
parties which have not been  complied  with in full or which  continue to impose
any material obligations on the Company.

     2A.12  Intellectual  Property.  Except as disclosed in the Annual Report to
the best of Seller's knowledge:

          (a) The Company  does not  presently  own or license any  intellectual
     property.  Hoswever,  the Company is the sole and  exclusive  owner of each
     patent,  trademark,  trade name,  service mark, and  copyrighted  work, and
     registrations  thereof and applications  therefor,  trade secret,  software
     program,  invention,  proprietary process, and item of proprietary know-how
     and  other  intellectual  property,  and all  licenses,  sub-licenses,  and
     agreements in respect  thereof,  used or licensed by or to the Company,  to
     which the  Company  is a party,  or which  are  otherwise  included  in the
     property of the Company (the  "Intellectual  Property")  and all such items
     are valid and subsisting;

          (b) The Company is the  exclusive  owner of all  internally  developed
     prospect lists, customer lists, projections,  analyses, and market studies,
     free and clear of all  restrictions  whatsoever,  and has the  unrestricted
     right  to use  any  other  such  materials  used  by the  Company  but  not
     internally developed;

          (c) The  ownership,  use,  licensing,  purchase,  or sale by or to the
     Company of any of the Intellectual Property or of the other technology used
     in the business of the Company does not conflict with, contravene, infringe
     upon, interfere with, or violate any patent, trademark,  copyright or other
     intellectual   property   right  of  any  third   person  or  require   the
     acquiescence, agreement or consent of any third person; and

          (d) The  Intellectual  Property and the other  technology  used in the
     business  of the  Company  are not  subject  to a  challenge  or  claim  of
     infringement, interference or unfair competition or other claim and, to the
     knowledge of Sellers or the Company, the Intellectual Property is not being
     infringed upon or violated by any third person.

     2A.13 Officers and Directors.  Set forth on Schedule 2.20 is a list of: (a)
all current directors of the Company,  and (b) all current officers (with office
held) of the Company.

     2A.14 Governmental Approvals and Filings. Neither Seller nor the Company is
required to obtain any approval,  consent,  or authorization  of, or to make any
declaration or filing with, any Government for the valid  execution and delivery
of this Agreement or any other agreement to be delivered hereunder, the purchase
and sale of the LUONG DAE SOLUTIONS  SHARES,  or the performance or consummation
of the  respective  transactions  contemplated  hereby or  thereby,  except  any
applicable  filings  required under the  Hart-Scott-Rodino  Act, and any filings
with the SEC and other filings required to be made by Seller.

     2A.15  Disclosure.  Each  Schedule  and each  document  attached as or on a
Schedule  is true,  correct,  and  complete.  No  representation  or warranty by
Sellers in this Agreement or any Schedule referred to herein or in any agreement
to be delivered hereunder, and no written statement,

                                       20

<PAGE>



certificate, or other writing furnished to Buyer by or on behalf of Sellers
pursuant hereto or thereto contains or will contain as of the Closing Date any
untrue statement of a material fact or any omission of a material fact necessary
to make the respective statements contained herein or therein, in light of the
circumstances under which the statements were made, not misleading.

     2A.16 No  Commissions.  Neither  Seller has incurred any obligation for any
finder's or broker's or agent's fees or commissions or similar  compensation  in
connection with the transactions contemplated hereby.

     2A.17  Restrictive  Documents.  Neither  Seller is subject to any  charter,
by-law,  mortgage,  lien,  lease,  agreement,   instrument,  order,  law,  rule,
regulation,  judgment or decree or any other  restriction  which  would  prevent
consummation of the transactions contemplated by this Agreement.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby makes the following representations and warranties to
Sellers, each of which is true and correct on the date hereof and each of which
shall survive the Closing:

     3.1 Corporate  Status.  Buyer is a  corporation,  duly  organized,  validly
existing and in good standing under the laws of Nevada; it is duly qualified and
in good  standing in each foreign  jurisdiction  where its failure to so qualify
would materially adversely affect such entity. The Buyer has the corporate power
and  authority  to own and use its  properties  and to transact  the business in
which it is engaged.

     3.2  Corporate  Power  and  Authority.  Buyer has all  requisite  power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder,  and to consummate the transactions  contemplated  hereby.  Buyer has
taken all action  necessary  to  authorize  its  execution  and delivery of this
Agreement,  the  performance  of its  respective  obligations  hereunder and the
consummation of the transactions contemplated hereunder.

     3.3 Enforceability.  This Agreement has been duly executed and delivered by
Buyer  and  constitutes  a  legal,   valid  and  binding  obligation  of  Buyer,
enforceable against Buyer in accordance with its terms.

     3.4 No Violation.  The  execution and delivery of this  Agreement by Buyer,
the performance by Buyers of the obligations  hereunder and the  consummation by
Buyers  of  the  transactions  contemplated  by  this  Agreement  will  not  (i)
contravene  any provision of the articles of  incorporation  or bylaws of Buyer,
(ii) violate or conflict with any law,  statute,  ordinance,  rule,  regulation,
decree, writ, injunction,  judgment or order of any governmental authority or of
any arbitration award which is either applicable to, binding upon or enforceable
against Buyer,  (iii)  conflict  with,  result in any breach of, or constitute a
default  (or an event  which  would,  with the  passage of time or the giving of
notice  or  both,  constitute  a  default)  under,  or give  rise to a right  to
terminate,   amend,  modify,  abandon  or  accelerate,  any  contract  which  is
applicable  to, binding upon or  enforceable  against  Buyer,  (iv) result in or
require the  creation or  imposition  of any lien upon or with respect to any of
the  property  or  assets  of  Buyer,  or (v)  require  the  consent,  approval,
authorization  or permit of, or filing with or notification to, any governmental
authority,  any court or tribunal  or any other  person,  except any  applicable
filings required under the  Hart-Scott-Rodino  Act, and any filings with the SEC
and other filings required to be made by Buyer.

     3.5  Investment  Representation.  Buyer is acquiring the Shares for its own
account,  for investment and without any view to resale or  distribution  of the
Shares or any portion thereof.

     3.6  Brokers,  Finders.  Buyer  has not  incurred  any  obligation  for any
finder's or broker's or agent's fees or commissions or similar  compensation  in
connection with the transactions contemplated hereby.

     3.7  Restrictive  Documents.  Buyer is not subject to any charter,  by-law,
mortgage,  lien, lease,  agreement,  instrument,  order, law, rule,  regulation,
judgment or decree or any other restriction which would prevent  consummation of
the transactions contemplated by this Agreement.

                                   ARTICLE IV
                        CONDITIONS TO BUYER'S OBLIGATIONS

         The obligations of Buyer at the Closing shall be subject to the
satisfaction at or prior to the Closing of each of the following conditions
(unless waived in writing by Buyer):

                                       21

<PAGE>



     4.1 Accuracy of Representations  and Warranties.  Sellers'  representations
and  warranties  set forth in Article II shall have been true and correct in all
material  respects  when  made and  shall be true and  correct  in all  material
respects on the Closing Date as though such  representations and warranties were
made at and as of such date and time. Seller's representations and warranties as
set forth in  Article  IIA shall  have been  true and  correct  in all  material
respects when made.

     4.2  Performance  of  Agreement.  Sellers  shall have fully  performed  and
complied  with all  covenants,  conditions,  and other  obligations  under  this
Agreement to be performed or complied with by them at or prior to the Closing.

     4.3  Certificate.  Sellers  shall have  delivered to Buyer at the Closing a
certificate  of  Sellers,  dated  the  Closing  Date,  to the  effect  that  the
conditions  set  forth  in  Sections  4.1  and 4.2  have  been  satisfied.  Such
certificate shall be deemed an additional representation and warranty of Sellers
hereunder.

                                    ARTICLE V
                       CONDITIONS TO SELLERS' OBLIGATIONS

         The obligations of Seller at the Closing shall be subject to the
satisfaction at the Closing of the following conditions unless waived in writing
by Seller):

     5.1 Accuracy of Representations and Warranties. Buyer's representations and
warranties  set forth in  Article  III shall  have been true and  correct in all
material  respects  when made,  and shall be true and  correct  in all  material
respects on the Closing Date as though such  representations and warranties were
made at and as of such date and time.

     5.2 Performance of Agreement. Buyer shall have fully performed and complied
with all covenants, conditions, and other obligations under this Agreement to be
performed or complied with by it at or prior to the Closing.

                                   ARTICLE VI
                             COVENANT NOT TO COMPETE

         In consideration of the sale of the LUONG DAE SOLUTIONS Shares and the
consummation of the transactions contemplated hereby, Sellers shall not,
individually or collectively, for two years following the Closing Date, operate
or have significant financial interest in any business that competes, directly
or indirectly, with the business of the Company, except for passive investments
(less than 2% of outstanding shares) in publicly-held entities.

                                   ARTICLE VII
                       ADDITIONAL COVENANTS OF THE PARTIES

     7.1 Conduct of Business Before Closing.  In the event Buyer and or designee
of Buyer shall be appointed  directors of the  Company,  prior to Closing,  then
until  Closing  Buyer  shall (a) cause the  Company to  operate in the  ordinary
course of  business  and (b) not take or permit  the  Company to take any action
which would require a change or addition to or deletion from the  disclosures of
Sellers pursuant to Article II and IIA hereof, without the prior written consent
of Sellers.

     7.2  Public  Disclosure.  Neither  Party to this  Agreement  shall make any
public  disclosure of the terms hereof or the transactions  contemplated  hereby
without the prior written consent of the other Party, except as required by law.
If the Closing does not occur,  Buyer,  and if the Closing  does occur,  Sellers
shall not disclose to any third person any confidential  information relating to
the Company without the prior written consent of the other Party.

     7.3 Further  Assurances.  From and after the Closing,  the Parties shall do
such acts and  execute  such  documents  and  instruments  as may be  reasonably
required to make effective the transactions contemplated hereby.

     7.4 Effect of Termination.

          (a) The  Parties  agree  that,  subject to  Section  7.7(b) and 7.7(c)
     hereof,  the sole remedy  available to a party  terminating  this Agreement
     pursuant to Section 7.6 hereof shall be limited to such  party's  right not
     to effect the transactions  contemplated hereby;  provided,  however,  that
     notwithstanding  the foregoing  (i) Section 7.4, this Section 7.7,  Section
     9.6 and Section 9.8 shall  survive any  termination  of this  Agreement and
     (ii) no Party shall be relieved or released as a result of such termination
     from any  liabilities  or damages  arising out of its willful breach of any
     provision of this Agreement.

                                       22

<PAGE>



          (b) Upon  termination  of this  Agreement for any reason,  Buyer shall
     cause  any  designee,  elected  or  appointed  to the  Company's  Board  of
     Directors, to resign.


                                  ARTICLE VIII
                                 INDEMNIFICATION

     8.1   Indemnification   of  Buyer.   Seller  shall  hold  Buyer,   and  the
shareholders, directors, officers, successors, assigns, and agents of Buyer (the
"Buyer  Indemnified  Persons"),  harmless  and  indemnify  each of them from and
against, and waives any claim for contribution or indemnity with respect to, any
and all claims, losses, damages, liabilities, expenses or costs ("Losses"), plus
reasonable  attorneys'  fees and  expenses  incurred in  connection  with Losses
and/or  enforcement  of this  Agreement,  plus  interest  from the date incurred
through the date of payment at two (2) percent  above the prime  lending rate of
Citibank,  NA from  time to  time  prevailing  (in  all,  "Indemnified  Losses")
incurred  or to be  incurred  by any of them  to the  extent  resulting  from or
arising out of any breach or violation of Sellers' representations,  warranties,
covenants,  or agreements  contained in this Agreement,  including provisions of
this Article VIII. Such indemnification  shall be joint and several with respect
to Seller's  representations  and  warranties  and shall be individual to Seller
with regard to its separate representations and warranties.

     8.2 Indemnification of Sellers.  Buyer shall hold Sellers,  their permitted
assigns and agents (the "Seller  Indemnified  Persons")  harmless and  indemnify
each of them  from and  against,  and  waives  any  claim  for  contribution  or
indemnity  with  respect to, any and all  Indemnified  Losses  incurred or to be
incurred  by any of them,  to the extent  resulting  from or arising  out of any
breach or  violation  of  Buyer's  representations,  warranties,  covenants  and
agreements contained in this Agreement, including the provisions of this Article
VIII.

     8.3 Survival.  The respective  representations  and warranties  made by the
Parties in Articles II, IIA and III and certificates  under Sections 4.3 and 5.3
shall   survive  the   Closing   Date  but  the  right  to  bring  a  claim  for
indemnification  under this Article VIII shall expire on the second  anniversary
of the Closing  Date unless a claim with  respect  thereto  shall have been made
pursuant to Section 8.1 or 8.2 prior to such date against the Party  responsible
for indemnification  hereunder (the "Indemnifying  Party");  provided,  that the
foregoing shall not apply to  representations  and warranties under Sections 2.1
or 2.2 or a  certificate  relating  thereto,  or to any  intentional  breach  or
violation  of any  provision  of this  Agreement,  which shall  survive  without
limitation hereunder.

     8.4  Notice of Claim.  In the event  that Buyer  seeks  indemnification  on
behalf of a Buyer Indemnified Person, or Sellers seek  indemnification on behalf
of  a  Seller  Indemnified  Person,  such  Party  seeking  indemnification  (the
"Indemnified  Party")  shall  give  written  notice  to the  Indemnifying  Party
specifying the facts  constituting  the basis for such claim and the amount,  to
the extent known, of the claim asserted.  The  Indemnifying  Party shall pay the
amount of any valid  claim not more than ten days  after the  Indemnified  Party
provides notice to the Indemnifying Party of such amount.

     8.5 Right to Contest  Claims of Third Persons.  If an Indemnified  Party is
entitled  to  indemnification  hereunder  because  of a  claim  asserted  by any
claimant (other than an indemnified  person  hereunder)  ("Third  Person"),  the
Indemnified  Party shall give the Indemnifying  Party  reasonably  prompt notice
thereof  after  such  assertion  is  actually  known to the  Indemnified  Party;
provided,  however,  that the right of a person to be  indemnified  hereunder in
respect of claims made by a Third Person  shall not be  adversely  affected by a
failure  to give such  notice  unless,  and then  only to the  extent  that,  an
Indemnifying Party is prejudiced thereby.  The Indemnifying Party shall have the
right,  upon  written  notice  to  the  Indemnified  Party,  and  using  counsel
reasonably  satisfactory  to the  Indemnified  Party,  to  investigate,  secure,
contest,  or settle  the claim  alleged by such  Third  Person (a  "Third-Person
Claim"),  provided that the Indemnifying Party has unconditionally  acknowledged
to the  Indemnified  Party in writing his or its  obligation  to  indemnify  the
persons to be indemnified hereunder with respect to such Third-Person Claim; the
Indemnified Party may thereafter participate in (but not control) the defense of
any such  Third-Person  Claim with its own  counsel at its own  expense,  unless
separate  representation is necessary to avoid a conflict of interest,  in which
case such  representation  shall be at the  expense of the  Indemnifying  Party.
Unless and until the Indemnifying Party so acknowledges his or its obligation to
indemnify,  the Indemnified Party shall have the right, at its option, to assume
and control defense of the matter and to look to the Indemnifying  Party for the
full amount of the costs of defense.  The failure of the  Indemnifying  Party to
respond in writing to the aforesaid notice of the Indemnified Party with respect
to such  Third-Person  Claim within twenty (20) days after receipt thereof shall
be deemed an election not to defend the same. If the Indemnifying Party does not
so acknowledge  his or its obligation to indemnity and assume the defense of any
such  Third-Person  Claim,  (a) the  Indemnified  Party may defend  against such
claim, in such manner as it may deem appropriate, including, but not limited to,
settling such claim, after giving notice of the same to the Indemnifying  Party,
on such  terms  as the  Indemnified  Party  may  deem  appropriate,  and (b) the
Indemnifying  Party may  participate  in (but not  control)  the defense of such
action,  with its own  counsel at its own  expense.  If the  Indemnifying  Party
thereafter seeks to

                                       23

<PAGE>



question the manner in which the Indemnified Party defended such Third-Person
Claim or the amount or nature of any such settlement, the Indemnifying Party
shall have the burden to prove by clear and convincing evidence that conduct of
the Indemnified Party in the defense and/or settlement of such Third- Person
Claim constituted gross negligence or willful misconduct. The Parties shall make
available to each other all relevant information in their possession relating to
any such Third-Person Claim and shall cooperate in the defense thereof.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

     9.1  Notices.  All notices,  requests,  demands,  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given and made upon being  delivered  either by courier
or fax  delivery  to the Party  for whom it is  intended,  provided  that a copy
thereof is deposited,  postage  prepaid,  certified or registered  mail,  return
receipt requested,  in the United States mail, bearing the address shown in this
Section 9.1 for, or such other address as may be designated in writing hereafter
by, such Party:

                  If to Buyer:

                  Neal R. Bruckman
                  Chairman and Chief Executive Officer
                  FINANCIAL TECHNOLOGY RESEARCH CORPORATION
                  1350 Avenue of the Americas - 29 Floor
                  New York, NY 10019
                  Telephone:  (212) 482-0000
                  Fax:  (212) 581-8958

                  If to Seller:

                  Mr. Mark Timothy
                  President & CEO
                  ROCKY POINT PHARMACEUTICALS, INC.
                  9350 South 150 East - Suite 900
                  Sandy, UT 84047
                  Telephone: (801) 617-2040
                  Fax: (801) 617-2041

     9.2 Entire Agreement.  This Agreement and the Schedules and Exhibits hereto
embody the entire agreement and understanding of the parties hereto with respect
to the  subject  matter  hereof,  and  supersede  all prior and  contemporaneous
agreements and understandings relative to such subject matter.

     9.3 Assignment;  Binding  Agreement.  This Agreement and various rights and
obligations  arising hereunder shall inure to the benefit of and be binding upon
Buyer,  its  successors,   and  permitted  assigns  and  Sellers,   their  legal
representatives,  successors,  and permitted assigns. Neither this Agreement nor
any of the rights,  interests,  or obligations  hereunder  shall be transferred,
delegated,  or assigned  (by  operation  of law or  otherwise)  by either of the
Parties hereto without the prior written consent of the other Party, except that
Buyer  shall have the right to  transfer  and assign  its  rights  hereunder  to
purchase  the Shares and any other  rights or  benefits  afforded  to it by this
Agreement to any entity which at the time of such  transfer  and  assignment  is
controlled by Buyer.

     9.4 Counterparts. This Agreement may be executed simultaneously in multiple
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

     9.5 Headings; Interpretation. The article and section headings contained in
this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of the Agreement. Each reference in this Agreement
to an Article, Section,  Schedule or Exhibit, unless otherwise indicated,  shall
mean an Article or a Section of this Agreement or a Schedule or Exhibit attached
to this Agreement,  respectively.  References herein to "days", unless otherwise
indicated,  are to  consecutive  calendar  days.  All Parties have  participated
substantially  in the  negotiation and drafting of this Agreement and agree that
no ambiguity herein should be construed against the draftsman.

     9.6  Expenses.  Sellers  (and not the  Company)  shall  pay all  costs  and
expenses  incurred on behalf of themselves or the Company in connection with the
negotiation, preparation and execution of this Agreement and the consummation of
the transactions  contemplated hereby, including,  without limitation,  fees and
expenses of attorneys, investment bankers and accountants.

                                       24

<PAGE>



     9.7 Remedies Cumulative.  All rights and remedies of the Parties under this
Agreement are cumulative  and without  prejudice to any other rights or remedies
under Law.

     9.8  Governing  Law. This  Agreement  shall in all respects be construed in
accordance  with and  governed by the  substantive  laws of the State of Nevada,
without reference to its conflict of law rules.

                  WITNESS WHEREOF, each of the Parties hereto has caused this
Agreement to be executed as of the date and year above first above written.

                  BUYER:
                  FINANCIAL TECHNOLOGY RESEARCH CORPORATION

                  By:      /s/ Neal R. Bruckman
                           -----------------------------------
                  Name:   Neal R. Bruckman
                  Title:  Chairman and CEO

                  SELLER:
                  ROCKY POINT PHARMACEUTICALS, INC.

                  By:      /s/ Mark Timothy
                  Mark Timothy, CEO & President


                                       25

<PAGE>



                                 Certifications

I, Mark Timothy certify that:

     1.  I have reviewed this annual report on Form 10-KSB of Rocky Point
         Pharmaceuticals, Inc.;

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

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

     4.  I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) for the registrant and have:

         a.   Designed such disclosure controls and procedures to ensure that
              material information relating to the registrant particularly
              during the period in which this quarterly report is being
              prepared;

         b.   Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluations; and

         c.   Disclosed in this report any changes in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

     5.  I have disclosed, based on my most recent evaluation, to the
         registrant's auditors and registrant's board of directors (or persons
         performing the equivalent functions):

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

         b.   Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Date: March 1, 2004
      --------------------------------------

 /s/ Mark Timothy
Mark Timothy, President,
CEO, CFO, and Director


                                       26

<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Mark Timothy, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10QSB of Rocky Point Pharmaceuticals, Inc. for the year ending
June 30, 2003 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that the information contained in the
Annual Report on Form 10KSB fairly presents in all material respects the
financial condition and results of operations of Rocky Point Pharmaceuticals,
Inc.


                                               By:/s/ Mark Timothy

Date: March 1, 2004
     ----------------------

                                               Mark Timothy
                                               Chief Financial Officer


                                       27