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:    December 31, 2001
                                    -------------------------

                                       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.)

 1466 Vintry, Salt Lake City, Utah                           84121
----------------------------------------            --------------------------
(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code    (801) 424-2424
                                               ---------------------------------

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 March 28,  2002,  there is no  aggregate  market  value of the voting
stock held by non-affiliates of the registrant.

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

         Class                             Outstanding as of December 31, 2001
------------------------------------       -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK          1,000,000 SHARES

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>



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.

     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.

                                        2

<PAGE>



     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.

     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

                                        3

<PAGE>



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.

     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.


                                        4
<PAGE>



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.

     No matter was submitted to the Company's security holders for a vote during
the fourth quarter of the fiscal year ending December 31, 2001.

                                     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 December 31, 2001, there were 749 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 only
activity for 2001 was fees incurred for assistance with regulatory filings.

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

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

ITEM 7. Financial Statements and Supplementary Data.

         See Item 13.

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

         Not applicable.

                                        5

<PAGE>



                                    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 May, 2000 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
   Neil E. Crabtreee     40        President, Secretary/Treasurer, & Director

     Neil E. Crabtree has served as President and Chief Executive Officer of the
Company since May,  2000.  From June 1992 to May 2000,  Mr.  Crabtree  served as
Founder and Chief  Operating  Officer for Rocky Point,  a producer of nationally
acclaimed,  holiday-oriented  special events.  From March 1989 to June 1992, Mr.
Crabtree  worked  as a Manager  for  Western  Ford  Chrysler,  a large  Ford and
Chrysler  dealership  in Tooele,  Utah.  From July 1981, to February  1989,  Mr.
Crabtree  worked as a Manager  for  Mister  Lease,  Inc.,  a holding  company of
diverse businesses including retail,  wholesale,  and manufacturing  operations,
where his primary  responsibilities  included new business evaluation,  mergers,
and  acquisitions.  Mr. Crabtree  graduated with a Bachelor of Science degree in
Business  Administration  from Weber State University in June 1997, where he was
named "Outstanding Graduate in Management." Mr. Crabtree received his Masters of
Business  Administration  degree from the University of Utah in May `1999, where
he was named "Outstanding Graduate, MBA Class of 1999."

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.



                                        6

<PAGE>



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

     The  following  table sets forth,  as of  December  31,  2001,  information
regarding the beneficial ownership of shares by each person known by the Company
to own five percent or more of the outstanding  shares, by each of the directors
and by the officers and directors as a group.


<TABLE>
<CAPTION>
                                         Name & address                          Amount of                           Percent
       Title of Class                  of beneficial owner                 beneficial ownership                     of Class
       --------------                  -------------------                 --------------------                     --------
<S>                                    <C>                                        <C>                                <C>
           Common                         Mark Timothy                            229,800                             22.98%
                                           1466 Vintry
                                   Salt Lake City, Utah 84121
           Common                        Ann Timothy (1)                          275,000                             27.50%
                                           1466 Vintry
                                   Salt Lake City, Utah 84121
           Common                         Julie Thorson                           275,000                             27.50%
                                       1963 Stryker Avenue
                                      Park City, Utah 84060
           Common                       Neil E. Crabtree                              0                                0.00%
                                  516 East Sandy Hollow Circle
                                       Midvale, Utah 84047
           Common                  All Officers and Directors                         0                                0.00%
                                           as a group
         (1) Ann Timothy is the mother of Mark Timothy.
</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 major
shareholder,  have made an oral  undertaking  to make  loans to the  Company  in
amounts sufficient to enable it to satisfy its reporting  requirements and other
obligations  incumbent on it as a public company, and to commence,  on a limited
basis, the process of investigating possible merger and acquisition  candidates.
The Company's  status as a publicly-held  corporation may enhance its ability to
locate  potential  business  ventures.  The loans will be interest  free and are
intended  to be repaid  at a future  date,  if or when the  Company  shall  have
received  sufficient  funds  through  any  business  acquisition.  The loans are
intended to provide for the payment of filing fees,  professional fees, printing
and copying fees and other miscellaneous fees.

                                     PART IV

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

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

         Financial Statements - December 31, 2001

         Reports on Form 8-K

         There were no reports on Form 8-K filed during the fourth quarter
ending December 31, 2001.

                                        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 balance sheets of Rocky Point  Pharmaceuticals,
Inc. (a Nevada  development stage corporation) as of December 31, 2001 and 2000,
and the related  statements of operations,  changes in stockholders'  (deficit),
and cash flows for the years then  ended,  and for the period of April 14,  1986
(date of inception) to December 31, 2001.  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 audits.

We conducted our audits 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 financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the 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 audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the 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 December 31, 2001 and 2000,  and the
results of its operations, changes in stockholders' (deficit) and its cash flows
for the  years  then  ended,  and for the  period  of April  14,  1986  (date of
inception)  to  December  31,  2001 in  conformity  with  accounting  principles
generally accepted in the United States.


                                         /s/ Smith & Company
                                         CERTIFIED PUBLIC ACCOUNTANTS


Salt Lake City, Utah
January 11, 2002

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

                                        8

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                2001                  2000
                                                                           --------------         -------------
             ASSETS
CURRENT ASSETS
<S>                                                                        <C>                    <C>
         Cash in bank                                                      $            0         $           0
                                                                           --------------         -------------

                      TOTAL CURRENT ASSETS                                              0                     0

OTHER ASSETS
         Organization costs (Note 1)                                                    0                     0
                                                                           --------------         -------------
                                                                                        0                     0
                                                                           --------------         -------------

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

             LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
         Accounts payable                                                  $          400         $         850
         Payable - related party (Note 4)                                           4,050                     0
                                                                           --------------         -------------

                      TOTAL CURRENT LIABILITIES                                     4,450                   850

STOCKHOLDERS' (DEFICIT)
         Common Stock $.001 par value:
          Authorized - 100,000,000 shares
          Issued and outstanding 1,000,000 shares                                   1,000                 1,000
         Additional paid-in capital                                                 1,000                 1,000
         Deficit accumulated during
          the development stage                                                    (6,450)               (2,850)
                                                                           --------------         -------------

                      TOTAL STOCKHOLDERS' (DEFICIT)                                (4,450)                 (850)
                                                                           --------------         -------------

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

See Notes to Financial Statements.

                                        9

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                            4/14/86
                                                                  Years ended              (Date of
                                                                  December 31,           inception) to
                                                           2001              2000            12/31/01
                                                     --------------    --------------    --------------
<S>                                                  <C>               <C>               <C>
Net sales                                            $            0    $            0    $            0
Cost of sales                                                     0                 0                 0
                                                     --------------    --------------    --------------

                      GROSS PROFIT                                0                 0                 0


General & administrative expenses                             3,600               850             6,450
                                                     --------------    --------------    --------------

                          NET LOSS                   $       (3,600)   $         (850)   $       (6,450)
                                                     ==============    ==============    ==============


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                           1,000,000         1,000,000
                                                     ==============    ==============

</TABLE>



See Notes to Financial Statements.

                                       10

<PAGE>



                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY



<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                           Accumulated
                                                            Common Stock                Additional            During
                                                          Par Value $0.001              Paid-in             Development
                                                     Shares            Amount            Capital               Stage
                                                 --------------    --------------    -----------------    --------------
<S>                                              <C>               <C>               <C>                  <C>
Balances at 4/14/86
         (Date of inception)                                  0    $            0    $               0    $            0
         Issuance of common
             stock (restricted)
             at $.002 per share
             at 4/14/86                               1,000,000             1,000                1,000
         Net loss for period                                                                                      (1,950)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/86                                  1,000,000             1,000                1,000            (1,950)
         Net loss for year                                                                                           (10)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/87                                  1,000,000             1,000                1,000            (1,960)
         Net loss for year                                                                                           (10)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/88                                  1,000,000             1,000                1,000            (1,970)
         Net loss for year                                                                                           (10)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/89                                  1,000,000             1,000                1,000            (1,980)
         Net loss for year                                                                                           (10)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/90                                  1,000,000             1,000                1,000            (1,990)
         Net loss for year                                                                                           (10)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/91                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/92                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/93                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/94                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/95                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/96                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/97                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/98                                  1,000,000             1,000                1,000            (2,000)
         Net income for year                                                                                           0
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/99                                  1,000,000             1,000                1,000            (2,000)
         Net loss for year                                                                                          (850)
                                                 --------------    --------------    -----------------    --------------
Balances at 12/31/00                                  1,000,000             1,000                1,000            (2,850)
         Net loss for year                                                                                        (3,600)
                                                 --------------    --------------    -----------------    --------------

Balances at 12/31/01                                  1,000,000    $        1,000    $           1,000    $       (6,450)
                                                 ==============    ==============    =================    ==============
</TABLE>




See Notes to Financial Statements.

                                       11

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                                             4/14/86
                                                                                  Years ended               (Date of
                                                                                 December 31,             inception) to
                                                                            2001              2000            12/31/01
                                                                      --------------    --------------    --------------
OPERATING ACTIVITIES
<S>                                                                   <C>               <C>               <C>
         Net income (loss)                                            $       (3,600)   $         (850)   $       (6,450)
         Adjustments to reconcile net income (loss) to
          cash used by operating  activities:
             Amortization                                                          0                 0                50
             Changes in accounts payable                                        (450)              850               400
             Payable - related party                                           4,050                 0             4,050
                                                                      --------------    --------------    --------------

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

INVESTING ACTIVITIES
         Organization costs                                                        0                 0               (50)
                                                                      --------------    --------------    --------------

                      NET CASH USED BY
                      INVESTING ACTIVITIES                                         0                 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 IN CASH
                      AND CASH EQUIVALENTS                                         0                 0                 0

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

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





See Notes to Financial Statements.

                                       12

<PAGE>

                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


NOTE 1: 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.

     Organization Costs:
     The Company amortized its organization costs over a five year period.

     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  records the income tax effect of transactions in the same year
     that the transactions enter into the determination of income, regardless of
     when the  transactions  are  recognized  for tax purposes.  Tax credits are
     recorded  in the year  realized.  Since the  Company  has not yet  realized
     income as of the date of this  report,  no  provision  for income taxes has
     been made.

     In  February,  1992,  the  Financial  Accounting  Standards  Board  adopted
     Statement of Financial  Accounting Standards No. 109, Accounting for Income
     Taxes, which supersedes substantially all existing authoritative literature
     for  accounting  for income taxes and requires  deferred tax balances to be
     adjusted to reflect the tax rates in effect when those amounts are expected
     to become payable or refundable. The Statement was applied in the Company's
     financial statements for the fiscal year commencing January 1, 1993.

     At December  31, 2001 a deferred  tax asset of about  $2,200 has been fully
     reserved due to the Company's  lack of operations to provide  income to use
     the net operating loss carryover of $6,450 which expires as follows:

                  Year Ended                Expires               Amount
               -----------------       -----------------      -------------
               December 31, 1986       December 31, 2001      $       1,950
               December 31, 1987       December 31, 2002                 10
               December 31, 1988       December 31, 2003                 10
               December 31, 1989       December 31, 2004                 10
               December 31, 1990       December 31, 2005                 10
               December 31, 1991       December 31, 2006                 10
               December 31, 2000       December 31, 2020                850
               December 31, 2001       December 31, 2021              3,600
                                                              -------------
                                                              $       6,450
                                                              =============

NOTE 2: DEVELOPMENT STAGE COMPANY

     The Company was  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.

NOTE 3: CAPITALIZATION

     On the date of  incorporation,  the Company  sold  1,000,000  shares of its
     common stock to Capital General Corporation for $2,000 cash, for an average
     consideration of $.002 per share.  The Company's  authorized stock includes
     100,000,000 shares of common stock at $.001 par value.

                                       13

<PAGE>



                        Rocky Point Pharmaceuticals, Inc.
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 2001



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 December 31, 2001 the Company owes $4,050
     to its major shareholder for expenses paid on behalf of the Company.


                                       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 29, 2002        By:      /s/ Neil E. Crabtree
       ----------------         --------------------------
                             Neil E. Crabtree, 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 29, 2002        By:      /s/ Neil E. Crabtree
       ----------------         --------------------------
                             Neil E. Crabtree, President, Secretary/Treasurer,
                                               and Director


                                       15