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, 2004
                                    ---------------------

                                       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 April 11, 2005, 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 Aril 11, 2005
------------------------------------         -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                 25,731,261 SHARES

                      DOCUMENTS INCORPORATED BY REFERENCE:
                         Form 8-K filed on July 30, 2004

                                        1

<PAGE>



TABLE OF CONTENTS

                                                                      Page
                                     PART I

ITEM  1.        DESCRIPTION OF BUSINESS                                  3

ITEM  2.        DESCRIPTION OF PROPERTY                                  7

ITEM  3.        LEGAL PROCEEDINGS                                        7

ITEM  4.        SUBMISSION OF MATTERS TO A VOTE OF
                SECURITY HOLDERS                                         7
                                     PART II

ITEM  5.        MARKET FOR REGISTRANT'S COMMON EQUITY
                AND RELATED STOCKHOLDERS' MATTERS                        7

ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS
                OR PLAN OF OPERATIONS                                    7

ITEM  7.        FINANCIAL STATEMENTS                                     9

ITEM  8.        CHANGES IN AND DISAGREEMENTS WITH
                ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURES                                    20

ITEM  8A.       CONTROLS AND PROCEDURES                                  20

                                    PART III

ITEM  9.        DIRECTORS AND EXECUTIVE OFFICERS
                OF THE REGISTRANT                                        20

ITEM  10.       EXECUTIVE COMPENSATION                                   21

ITEM  11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT                                    21

ITEM  12.       CERTAIN RELATIONSHIPS AND RELATED
                TRANSACTIONS                                             22

ITEM  13.       EXHIBITS                                                 22

ITEM  14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES                   22

SIGNATURES                                                               23

                                        2

<PAGE>



                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

     Rocky Point Pharmaceuticals, Inc., (hereinafter "the Company") was
incorporated in the State of Utah on April 14, 1986 under the name of Upsilon
Inc. On December 30, 1993, the Company was dissolved as a Utah corporation and
reincorporated in the State of Nevada. 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. On June 26, 2002, the Company acquired
Luong Dae Solutions, Inc., as a wholly-owned subsidiary, and on March 31, 2003
the Company divested its interest in Luong Dae Solutions, Inc. On June 30, 2004
the Company acquired, in a stock-for-stock exchange, 100% ownership of Food for
Health International, LLC ("FFH"). FFH's business activities are the only
current operations within Rocky Point Pharmaceuticals, Inc. Prior to the
acquisition of FFH, the Company had been in the developmental stage since its
incorporation and continues to remain in development stage. The Company may
continue to pursue other acquisitions or merger candidates.

     FFH was founded in September 2003 by Frank Davis. Mr. Davis previously
owned and operated a nutritional food manufacturing company which he sold to a
Fortune 100 company. In accordance with the sale, Mr. Davis retained several
concepts of his prior business. FFH was founded to capitalize on these concepts,
including the markets, contracts, and business model that the acquiring company
could not utilize due to conflicts with their own business model.

BUSINESS OF THE REGISTRANT

     With the acquisition of FFH, Rocky Point Pharmaceutical is a full-service
supplier of quality nutritional supplements. The Company has a diverse line of
products, a unique marketing strategy and proven leadership in the industry. The
Company works closely with its customers, suppliers, and marketing partners to
create innovative solutions ranging from product development through
distribution and branding initiatives. The Company believes that while the
industry is highly competitive, its products and marketing strategy create a
highly profitable niche opportunity for significant growth and market share.

PRODUCTS

     The Company currently offers several nutritional supplement products
through our subsidiary FFH via the Internet and direct marketing. The flagship
product of FFH is a newly formulated, whole food nutritional supplement product
named "9 a day-plus." The"9 a day-plus" product is a daily pack of 8 capsules
derived from whole food and contains essential vitamins and minerals. The
capsules are vegetarian based and each daily pack provides the equivalent of 9
servings of fruit and vegetables in each daily pack. Each daily pack also
provides other nutritional supplements including:

     o Amino acid chelated minerals o Digestive plant enzymes o Pro-biotics
     (beneficial bacteria) o Anti-oxidants from whole foods o Essential fatty
     acids (plant based)

     FFH's other product offerings including a child's chewable version of the
"9 a day-plus" product; a pet nutritional supplement based on the "9 a day-plus"
formulation; and a line of Nutra-Pro dehydrated foods. The Nutra-Pro product is
a dehydrated/freeze dried blend which is designed to be a stand-alone meal.
Preparation requires emptying the contents of the package into a pot of boiling
water and allowing the ingredients to simmer. The Nutra-Pro product is
vegetarian based, all ingredients are Kosher certified and the finished product
is Halal certified (permitted for

                                        3

<PAGE>



Muslim consumption). Nutra-Pro is packaged in foil-lined Mylar bags which are
rodent resistant, moisture resistant, and light resistant, allowing for extended
shelf life. Each serving contains 20 essential vitamins and minerals. The
nutrient blend is micro-encapsulated to preserve the nutritional integrity of
the food through the cooking process.

     Fulfillment of all orders is currently handled by Coast to Coast
Fulfillment of Orem, Utah. Coast to Coast is a dba of Gem Morris, Inc. and
operates out of a 24,000 sq. foot warehouse and shipping center. Coast to Coast
can currently handle up to 20,000 FFH orders per week. FFH is currently shipping
approximately 6,000 orders per week. To increase their capacity, Coast to Coast
is expanding their operations and by the end of 2005 will be able to handle an
additional 50,000 orders per week. If Coast to Coast is unable to handle FFH's
future needs, the Company has identified several other fulfillment companies in
the area that have excess capacity.

MARKETING

     In 1999 approximately 115,000,000 U.S. adults made periodic vitamin
purchases, compared to 86,500,000 U.S. adults who made regular vitamin purchases
in 1998. Based on information obtained from the U.S. National Institute of
Health and the Office of Dietary Supplements, the Company estimates that in 2004
the Nutraceutical industry accounted for over $40 billion in sales, of which
approximately 47%, or $18.8 billion, was spent directly on vitamin/mineral
nutritional supplements.

     The Company will initially focus their marketing efforts on mature adults
who are aware of health issues, educated in health matters and have
discretionary income. As the Nutra-Pro product comes on line, the Company
anticipates establishing a world-wide distribution system for their products
through the Association of Gospel Ministries which provides approximately 33
million meals annually.

     The Company has identified five distinct segments in the marketplace that
provide potential opportunities for the distribution of their products. These
segments include: (1) An Infomercial market; (2) Internet search engine market;
(3) An Asian mail-order market; (4) Corporate wellness programs; and (5) The
Association of Gospel Ministries. To establish the Infomercial market, the
Company anticipates entering into a joint-venture relationship with a major
producer of Infomercials to create and develop a compelling Infomercial. The
Company believes that the Infomercial marketing may produce up to 25,000 buyers
on a monthly auto-ship plan within twelve months from the first airing of the
Infomercial.

     The Company also anticipates entering into a joint venture agreement to
establish the Internet search engine marketing program. The program will
capitalize on technologies which drive individuals to a given web site through a
series of landing sites. The Company believes that the search engine program may
generate up to 500,000 visitors per month and potentially convert 5% of those
visitors into monthly auto-ship purchasers for the "9 a day-plus" product.

     In association with a potential Japanese partner, the Company anticipates
developing a world-wide mail order program. The Company plans to initially
target 75,000 current or former supplement buyers throughout Japan and other
Asian countries. The Company believes they may convert up to 5% of the mail
order buyers into monthly auto- ship purchasers for the "9 a day-plus" product.

     With the escalating costs of health care and the high costs associated with
absenteeism, a large number of companies have instituted corporate wellness
programs designed to help employees maintain their health. In association with
outside consultants, the Company is developing a corporate wellness program that
will provide both educational materials on the importance of dietary nutrition
and introductory packages of the "9 a day-plus" product. The Company believes
that revenues from this market may reach $99,000 per month by the end of 2006.

     The fifth market segment the Company has targeted is based on a donor
appeal program anchored by the Association of Gospel Ministries. The Association
of Gospel Ministries is the 5th largest charity organization in the United
States. It was founded in 1913 and currently sponsors 290 missions throughout
the world. The Association has more than one million donors and currently serves
approximately 33 million meals annually. The Company anticipates offering the "9
a day-plus" product to the donors. Initial surveys have indicated that as many
as 1% of the

                                        4

<PAGE>



Association's donor base would be interested in the program. This penetration
rate would yield 11,000 monthly consumers for the "9 a day-plus" product.

COMPETITION

     The nutritional supplement industry is large and intensely competitive. We
compete directly with companies that manufacture and market nutritional products
in each of our product lines, including companies such as Twin Labs Corporation,
Weider Nutrition International, Inc., IVC Industries, and Perrigo Company. Our
competitors in the nutritional supplements market have longer operating
histories, greater name recognition and more financial resources. In addition,
nutritional supplements can be purchased in a wide variety of distribution
channels. Most manufacturers use synthetic vitamins and mineral salts because of
their low cost. While the Company believes that their marketing approach and
product line will create acceptance to their products, the buying habits of many
consumers are difficult to change and price is a key component of their buying
decision. Also, the Company's product offerings are limited compared to the wide
variety of products offered by many other nutritional supplement companies.

RISK FACTORS

You should carefully consider the risks, uncertainties and other factors
described below, in addition to the other information set forth in this report,
because they could materially and adversely affect our business, operating
results, financial condition, cash flows and prospects as well as adversely
affect the value of an investment in our common stock.

RISKS RELATED TO OUR BUSINESS

o    WE MAY NOT BE SUCCESSFUL COMMERCIALIZING THE COMPANY'S PRODUCTS THROUGH THE
     ANTICIPATED DISTRIBUTION CHANNELS.

     The Company currently has no sales force, marketing director, or sales
     program. The Company has no prior experience hiring or training a sales and
     marketing force. We may not be able to develop or maintain an internal
     sales and marketing force with the necessary expertise. If we are unable to
     successfully commercialize the Company's product lines, our growth
     prospects will be diminished and the Company may prove to be unsuccessful.

o    IF OUR "9 a day-plus" PRODUCTS ARE NOT SUCCESSFUL, OUR OPERATING RESULTS
     AND BUSINESS MAY BE SUBSTANTIALLY IMPAIRED.

     The success of our "9 a day-plus" product, as well as any other products we
     develop in the future, depends on a variety of factors, including our
     ability to manufacture, sell and competitively price these products and the
     acceptance of these products in the marketplace. In addition, we may be
     required to obtain regulatory approval for some of our products in the
     future. We will require substantial additional funds to develop and market
     our products. We hope to fund the growth of our business out of our
     operating income, but this operating income may not be sufficient to
     develop new products. If we lack sufficient funding our operating results
     will be substantially impaired and the business may prove to be unviable.

o    THE MARKETS FOR OUR PRODUCTS ARE HIGHLY COMPETITIVE AND ARE LIKELY TO
     BECOME MORE COMPETITIVE, AND OUR COMPETITORS MAY BE ABLE TO RESPOND MORE
     QUICKLY TO CHANGES IN CUSTOMER NEEDS.

     The markets for our current and proposed products are fragmented, intensely
     competitive, subject to rapid change and sensitive to new product
     introductions and enhancements. We expect that the competitive environment
     for our products will become more intense as additional companies enter our
     markets and as new products are introduced. Our products compete directly
     and indirectly for customers with a range of products and services produced
     and

                                        5

<PAGE>



     offered by a wide variety of companies. Most of our existing competitors,
     as well as a number of potential new competitors, have longer operating
     histories in these markets, greater name recognition, larger customer bases
     and greater financial, technical and marketing resources.

     Our competitors may have broader product lines, which allow them to
     negotiate exclusive, long-term supply contracts and offer comprehensive
     pricing for their products. Broader product lines may also provide our
     competitors with a significant advantage in marketing competing products to
     group purchasing organizations that are continuously seeking to reduce
     costs through centralized purchasing. Greater financial resources and
     product development capabilities may allow our competitors to respond more
     quickly to new or emerging technologies and changes in customer needs or
     requirements.

o    THE LOSS OF, OR INTERRUPTION OF SUPPLY FROM, KEY VENDORS COULD LIMIT OUR
     ABILITY TO MANUFACTURE OUR PRODUCTS.

     We purchase certain materials and components for our products from various
     suppliers. Some of these components are limited in supply. Any loss of, or
     interruption of supply from, key vendors may require us to find new
     vendors. We could experience production or development delays while we seek
     new vendors.

o    WE MAY HAVE  PROBLEMS  MANUFACTURING  AND  DELIVERING  OUR  PRODUCTS IN THE
     FUTURE.

     The Company has no prior experience in manufacturing or distribution.
     Consequently, we may experience unanticipated difficulties in manufacturing
     and delivering our products to our customers. These difficulties may
     include an inability to meet customer demand, delays in delivering products
     or quality control problems with certain products.

o    OUR SUCCESS DEPENDS ON KEY PERSONNEL, THE LOSS OF WHOM COULD IMPAIR OUR
     OPERATING RESULTS AND BUSINESS.

     Our success depends, to a significant extent, upon the efforts and
     abilities of our senior management. The loss of the services of one or more
     of these key employees could harm our operating results and business. In
     addition, we will not be successful unless we can attract and retain
     skilled personnel, particularly in the areas of marketing, research and new
     product development.

o    OUR FAILURE TO EXPAND OUR MANAGEMENT SYSTEMS AND CONTROLS TO SUPPORT
     ANTICIPATED GROWTH OR INTEGRATE FUTURE ACQUISITIONS COULD SERIOUSLY HARM
     OUR OPERATING RESULTS AND BUSINESS.

     The Company anticipates operations to grow as we execute our business
     strategy. Sustaining this growth will place significant demands on
     management and our administrative, operational, information technology,
     manufacturing, financial and personnel resources. Accordingly, our future
     operating results will depend on the ability of our officers and other key
     employees to continue to implement and improve our operational, client
     support and financial control systems, and effectively expand, train and
     manage our employee base. We may not be able to manage our growth
     successfully.

o    ANY ACQUISITIONS THAT WE UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT
     OUR BUSINESS, DILUTE STOCKHOLDER VALUE AND HARM OUR OPERATING RESULTS.

     We may acquire or make investments in complementary businesses,
     technologies, services or products if appropriate opportunities arise. The
     process of integrating any acquired business, technology, service or
     product into our business and operations may result in unforeseen operating
     difficulties and expenditures. Integration of any acquired company also may
     consume much of our management's time and attention that could otherwise be
     available for ongoing development of our business. Moreover, the
     anticipated benefits of any acquisition may not be realized. Furthermore,
     we may be unable to identify, negotiate or finance future acquisitions
     successfully.

                                        6

<PAGE>



     Future acquisitions could result in potentially dilutive issuances of
     equity securities or the incurrence of debt, contingent liabilities or
     amortization expenses related to goodwill and other intangible assets.

o    OUR FUTURE OPERATING RESULTS ARE DIFFICULT TO PREDICT AND MAY VARY
     SIGNIFICANTLY FROM QUARTER TO QUARTER.

     Our operating results are likely to vary substantially in the future as a
     result of a number of factors, some of which are not in our control. You
     should not rely upon our results of operations for any particular quarter
     as an indication of our results for a full year or any other quarter.

ITEM 2.       DESCRIPTION OF PROPERTIES.

     The Company owns no properties and utilizes office space on a rent-free
basis. The Company leases a 20,000 sq. ft. warehouse on a month-to-month basis
for raw material storage. This arrangement is expected to continue until such
time as the Company's manufacturing and distribution operations substantially
expand. The Company has no agreements with respect to the maintenance or future
acquisitions of office facilities, however, if the Company's operations prove
successful, it is anticipated that the Company will need to make arrangements
for office space and other facilities in the future.

ITEM 3.       LEGAL PROCEEDINGS.

     There are no legal proceedings filed or expected to be filed against the
Company. From time to time, the Company may become a party to litigation or
other legal proceedings that we consider to be part of the ordinary course of
our business. Currently, there are no material legal proceedings to report.

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. As of June 30, 2004, there were about 761 shareholders of record
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 following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with, its audited
financial statements and related notes included elsewhere in this Form 10-KSB,
which have been prepared in accordance with accounting principals generally
accepted in the United States.

OVERVIEW

     The Company through its subsidiary FFH, is a full service provider of
nutritional supplements dedicated to providing the most complete, comprehensive
and safest food supplements available. The 9 a Day-Plus product, currently
available via the Company's Internet web site at "www.foodforhealthint.com," is
specifically formulated to address an individual's complete nutritional needs.
Each daily pack is designed to provide the building blocks necessary for a body
to function at its most optimum level, providing both energy and the ability to
fight disease. The 9 a Day-Plus product provides the equivalent of nine servings
of fruits and vegetables as well as important plant enzymes to optimize
digestion, essential fatty acids for memory and healthy skin and hair,
beneficial bacteria to

                                        7

<PAGE>



improve immune function, the most absorbable minerals available, and a potent
blend of antioxidants to combat aging and decrease cancer risk. A thirty day
supply of the 9 a Day-Plus product sells for $57.50 and can be ordered on a
monthly auto-ship basis. The Company anticipates a rollout of its other product
offerings between October 2005 and January 2006. The Company also anticipates
its infomercial and wellness programs being implemented by January 2006.

RESULTS OF OPERATIONS

     Prior to the merger with FFH the Company had no operational history. FFH'S
operations began in September of 2003. In accordance with the Agreement and Plan
of Reorganization which is attached to this report as Exhibit A and hereby
incorporate by reference, Rocky Point Pharmaceuticals acquired all of the
assets, liabilities, operating history and results of FFH. The consolidated
financials of the Company thus reflect the nine months of operating history for
FFH as well as all other activities of Rocky Point Pharmaceuticals. As the
merger with FFH did not occur until June of 2004, comparative results with 2003
are not presented since the comparison would not be considered meaningful.
Accordingly, discussions of operations will focus only on activities for the
fiscal year 2004.

a) Revenues.

     The Company reported gross revenues of $9,780 for the fiscal year which
ended June 30, 2004, of which substantially all of our gross revenues were
derived from Internet sales of the 9 a Day-Plus product. Gross revenues reflect
activities primarily from September 2003 through June 2004 since FFH'S
operations did not commence until September of 2003. All sales to date have been
generated only through the Company's Internet presence and unpaid promotional
activities. The Company's planned marketing programs and promotional activities
including the infomercial, the Internet search engine marketing, the Asian
mail-order marketing, the corporate wellness programs, and the partnership with
the Association of Gospel Ministries are anticipated to come online during the
2005 fiscal year. Once the planned marketing programs and promotional activities
are implemented and we have more operational activity history, management will
evaluate the effectiveness of the programs and the acceptance of the Company's
product offerings in relation to our business plan.

b) Cost of Revenues.

     The Company reported cost of revenues of $2,330 for the fiscal year which
ended June 30, 2004. The cost of revenues primarily was attributable to the
acquisition of raw materials and fulfillment expenses. We anticipate these two
expenses to continue to comprise a significant portion of our overall cost of
revenues.

c) General and Administrative Expenses.

      The Company reported general and administrative expenses of $50,812 for
the fiscal year which ended June 30, 2004. The general and administrative
expenses are primarily attributable to salaries and wages. The Company
anticipates that wages and salaries will grow substantially over the next 24
months as the marketing programs come on line.

d) Net Loss.

     The Company reported a net loss of $43,362 for the fiscal year which ended
June 30, 2004 as a result of the forgoing factors mentioned above. We anticipate
having a recurring net loss for the next eighteen months.

                                        8

<PAGE>



FACTORS THAT MAY AFFECT OPERATION RESULTS

     The Company's operating results may vary significantly depending upon a
number of factors, many of which are outside the control of management. General
factors that may affect the Company's operating results include:

o Market acceptance of and changes in demand for nutritional supplements, o
Price competition within the Nutraceutical industry, o General economic
conditions, o Research and study results concerning the effectiveness and
recommended use of nutritional supplements, o Consolidation or segmentation of
the food and drug capsulation industry, o Changes in governmental regulation,
and o Changes in consumer spending habits.

     The Company believes that its planned growth and profitability will depend
in large part on the ability to promote its products, gain customer acceptance,
and expand its relationships with its marketing partners. Accordingly, we intend
to invest in marketing, strategic partnerships, and development of our customer
base. If the Company is not successful in promoting its products and expanding
its customer base, our anticipated operating results will likely be
substantially affected and may have a material adverse effect on the Company's
financial condition and its ability to continue to operate its business.

ITEM 7.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements of the Company are set forth immediately
following.

                                        9

<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of Rocky Point
Pharmaceuticals, Inc. and Subsidiary (a Nevada development stage corporation) as
of June 30, 2004, and the related consolidated statements of operations, changes
in stockholders' equity (deficit), and cash flows for the years ended June 30,
2004 and 2003, and for the period of April 14, 1986 (date of inception) to June
30, 2004. 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 the standards of the Public Company
Accounting Oversight Board ("PCAOB") (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, 2004, and the
results of their operations, changes in stockholders' (deficit), and their cash
flows for the years ended June 30, 2004 and 2003, and for the period of April
14, 1986 (date of inception) to June 30, 2004 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 limited 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
June 10, 2005

         4764 South 900 East, Suite 1 o Salt Lake City, Utah 84117-4977
              Telephone: (801) 281-4700 o Facsimile: (801) 281-4701
                        E-mail: smithcocpa@earthlink.net
          Members: American Institute of Certified Public Accountants o
                Utah Association of Certified Public Accountants

                                       10

<PAGE>



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




<TABLE>
<CAPTION>
                                                                             June 30,
                                                                               2004
                                                                        -----------------
         ASSETS
CURRENT ASSETS
<S>                                                                     <C>
     Cash in bank                                                       $             514
     Accounts Receivable                                                               69
     Inventory                                                                    526,244
                                                                        -----------------

                                               TOTAL CURRENT ASSETS     $         526,827
                                                                        =================

       LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
     Accounts payable                                                   $             253
     Payable - related parties (Note 4)                                            48,366
                                                                        -----------------

                                          TOTAL CURRENT LIABILITIES                48,619

STOCKHOLDERS' EQUITY
     Common Stock $.001 par value:
     Authorized - 100,000,000 shares
       Issued - 27,069,000 shares                                                  27,069
       Less: Treasury stock (1,337,739 shares at
         $.001 par value)                                                           1,338
                                                                        -----------------

     Common Stock outstanding                                                      25,731
     Additional Paid in Capital                                                   510,540
     Deficit accumulated during the development stage                             (58,063)
                                                                        -----------------

                                         TOTAL STOCKHOLDER'S EQUITY               478,208
                                                                        -----------------

                                                                        $         526,827
                                                                        =================
</TABLE>


See Notes to Consolidated Financial Statements.

                                       11

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                                    4/15/1986
                                                                                                    (Date of
                                                             Period Ended June 30,                inception) to
                                                          2004                  2003                 6/30/04
                                                   ------------------    -----------------     -----------------
<S>                                                <C>                   <C>                   <C>
Net sales                                          $            9,780    $               0     $           9,780
Cost of sales                                                   2,330                    0                 2,330
                                                   ------------------    -----------------     -----------------

                                     GROSS PROFIT               7,450                    0                 7,450


General & administrative expenses                              50,812                3,700                66,313
                                                   ------------------    -----------------     -----------------

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

                                         NET LOSS  $          (43,362)   $          (2,900)    $         (58,063)
                                                   ==================    =================     =================


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                     14,997,442           12,857,534
                                                   ==================    =================

</TABLE>






See Notes to Consolidated Financial Statements.

                                       12

<PAGE>



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




<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated     Total
                                          Common Stock                             Additional          During        Stockholders'
                                        Par Value $0.001            Treasury         Paid In         Development     Equity
                                     Shares         Amount           Shares          Capital            Stage          (Deficit)
                                 --------------  -------------    -----------     -------------    -------------     -------------
<S>                              <C>             <C>              <C>             <C>              <C>               <C>
   Balances at 4/14/1986
   (Date of inception)                        0  $           0    $         0     $           0    $           0     $           0
   Issuance of common stock
     (Restricted) at $0.001 per
     share at 4/14/1986
     to founders for services        11,000,000         11,000                                                              11,000
   Acquisition of software
     from officer                                                                                        (99,999)          (99,999)
   Luong Dae transaction              1,000,000          1,000                                                               1,000
Net Loss for period                                                                                      (19,550)          (19,550)
                                 --------------  -------------    -----------     -------------    -------------     -------------

Balances at 6/30/2002                12,000,000         12,000              0                 0         (119,549)         (107,549)
   Issuance of common stock
     at $0.001 per share at
     8/22/2002 to officer
     for services                     1,000,000          1,000                                                               1,000
   Deconsolidation of
     Luong Dae subsidiary                                                                                 11,749            11,749
   Return of software to seller                                                                           95,999            95,999
Net loss for period                                                                                       (2,900)           (2,900)
                                 --------------  -------------    -----------     -------------    -------------     -------------

Balances at 6/30/2003                13,000,000         13,000              0                 0          (14,701)           (1,701)
   Issuance of common stock
     at $0.001 per share
     at 7/22/2003                        69,000             69                                                                  69
   Issuance of common stock
     at $0.001 per share
     at 8/8/2003 for services         3,000,000          3,000                                                               3,000
   Return to treasury of
     shares related to
     Luong Dae                       (1,337,739)                        1,338             1,338                                  0
   Food for Health
     Acquisition                     11,000,000         11,000                          509,202                            520,202
Net loss for period                                                                                      (40,362)          (43,362)
                                 --------------  -------------    -----------     -------------    -------------     -------------

Balances at 6/30/2004                25,731,261  $      27,069          1,338     $     507,540    $     (55,063)    $     478,208
                                 ==============  =============    ===========     =============    =============     =============
</TABLE>


See Notes to Consolidated Financial Statements.

                                       13

<PAGE>



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



<TABLE>
<CAPTION>
                                                                                                    4/15/1986
                                                                                                    (Date of
                                                             Period Ended June 30,                inception) to
                                                          2004                  2003                 6/30/04
                                                   ------------------    -----------------     -----------------
OPERATING ACTIVITIES
<S>                                                <C>                   <C>                   <C>
Net income (loss)                                  $          (43,362)   $          (2,900)    $         (58,063)
Adjustments to reconcile net income
   (loss) to cash provided (used) by
   operating activities:
     Amortization                                                   0                    0                    50
     Stock issued for expenses                                  3,000                    0                15,000
Changes in operating assets and liabilities:
     Accounts receivable                                          (69)                   0                   (69)
     Inventory                                                 (6,042)                   0                (6,042)
     Accounts payable                                            (647)              (1,600)                  253
     Payable - related parties                                 47,565             (105,249)               47,366
                                                   ------------------    -----------------     -----------------

                         NET CASH PROVIDED (USED)
                          BY OPERATING ACTIVITIES                 445             (109,749)               (1,505)
                                                   ------------------    -----------------     -----------------

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

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

FINANCING ACTIVITIES
Proceeds from sale of common stock                                 69                    0                 2,069
                                                   ------------------    -----------------     -----------------

                         NET CASH PROVIDED (USED)
                          BY FINANCING ACTIVITIES                  69                    0                 2,069
                                                   ------------------    -----------------     -----------------

                      INCREASE (DECREASE) IN CASH
                               & CASH EQUIVALENTS                 514                    0                   514

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

                          CASH & CASH EQUIVALENTS
                                 AT END OF PERIOD  $              514    $               0     $             514
                                                   ==================    =================     =================

SUPPLEMENTAL DISCLOSURES
   FOR CASH FLOW INFORMATION:
     Cash paid for interest                        $                0    $               0     $               0
                                                   ==================    =================     =================

     Cash paid for income taxes                    $                0    $               0     $               0
                                                   ==================    =================     =================

SUPPLEMENTAL DISCLOSURES OF
   NON-CASH INVESTING AND
   FINANCING ACTIVITIES

     Stock issued for services                     $            3,000    $           1,000     $           4,000
                                                   ==================    =================     =================

     Assets and liabilities acquired for shares
       in business acquisition                     $          520,202    $               0     $         520,202
                                                   ==================    =================     =================

     Stock returned to treasury                    $            1,338    $               0     $           1,338
                                                   ==================    =================     =================
</TABLE>

See Notes to Consolidated Financial Statements.

                                       14

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004

NOTE 1        CHANGE IN REPORTING ENTITY

     At June 30, 2004 the Company, acquired Food for Health International, LLC
     ("FFH") by issuing 11,000,000 shares of common stock of Rocky Point
     Pharmaceuticals, Inc. ("the Company") to the founder of FFH.

     At March 31, 2003, the Company sold its interest in Luong Dae Solutions,
     Inc. 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

     The summary of significant accounting policies of Rocky Point
     Pharmaceuticals, Inc. and Subsidiary ("Company") is presented to assist in
     understanding the Company's consolidated financial statements. The
     financial statements and notes are representations of the Company's
     management, which is responsible for their integrity and objectivity. These
     accounting policies conform to generally accepted accounting principles and
     have been consistently applied in the preparation of the financial
     statements.

     Nature of Business:
     The Company provides nutritional supplements to individuals through its
     website www.foodforhealthint.com. As of June 30, 2004, the Company carried
     two products, 9 a Day- Plus and Nutripro-Plus. 9 a Day-Plus is a vitamin
     and mineral supplement formulated to provide the whole food equivalent of
     nine servings of fruits and vegetables everyday. Nutripro-Plus is a dry
     pack, all vegetarian soup base designed to build and support a healthy
     immune system. In addition to offering Nutripro-Plus to the general
     consumer, the Company also supports humanitarian relief efforts by enabling
     the consumer to purchase the product, then the Company ships the product
     directly to the relief organization specified by the consumer.

     Basis of Presentation:
     The consolidated financial statements include the accounts of the Company
     and its wholly owned subsidiary, Food For Health, LLC. All intercompany
     balances and transactions have been eliminated.

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

     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 reported 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.

     Fair Value of Financial Statements:
     The fair value of the Company's cash, accounts receivable, accounts
     payable, accrued expenses and notes payable approximates their carrying
     value due to their short maturity.

                                       15

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  June 30, 2004

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

     Inventory:
     The Company currently offers several nutritional supplement products
     through our subsidiary FFH via the Internet and direct marketing. The
     flagship product of FFH is a newly formulated, whole food nutritional
     supplement product named "9 a day-plus." The"9 a day-plus" product is a
     daily pack of 8 capsules derived from whole food and contains essential
     vitamins and minerals. The capsules are vegetarian based and each daily
     pack provides the equivalent of 9 servings of fruit and vegetables in each
     daily pack. Each daily pack also provides other nutritional supplements.

     The Nutra-Pro product is a dehydrated/freeze dried blend which is designed
     to be a stand-alone meal. Preparation requires emptying the contents of the
     package into a pot of boiling water and allowing the ingredients to simmer.
     The Nutra-Pro product is vegetarian based, all ingredients are Kosher
     certified and the finished product is Halal certified (permitted for Muslim
     consumption). Nutra-Pro is packaged in foil-lined Mylar bags which are
     rodent resistant, moisture resistant, and light resistant, allowing for
     extended shelf life. Each serving contains 20 essential vitamins and
     minerals. The nutrient blend is micro-encapsulated to preserve the
     nutritional integrity of the food through the cooking process.

     All inventory items are stated at the lower of cost (first-in, first-out)
     or market value.

     Net Income (Loss) Per Share:
     Basic net income (loss) per share is computed using the weighted-average
     number of outstanding shares of common stock during the period. Diluted net
     income (loss) per share is computed using the weighted-average number of
     outstanding shares of common stock and, when dilutive, potential common
     shares outstanding during the period. Potential common shares consist
     primarily of incremental shares issuable upon the assumed exercise of stock
     options and warrants to purchase common stock using the treasury stock
     method. The calculation of diluted net income (loss) per share gives effect
     to common stock equivalents; however, potential common shares are excluded
     if their effect is antidilutive.

     Advertising Costs:
     The Company expenses all costs of advertising as incurred. Advertising
     costs of the years ended June 30, 2004 and 2003 were $0. The Company
     expects to incur advertising costs in future periods.

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

     At June 30, 2004, the Company has net operating loss carryforwards of
     approximately $55,000. The carryforwards begin to expire in fiscal year
     2022. The Company has established a valuation allowance for the full tax
     benefit of the operating loss carryovers due to the uncertainly regarding
     realization.

     Segment Reporting:
     The Company follows SFAS No. 130 "Disclosures About Segments of an
     Enterprise and Related Information." The Company operates as a single
     segment and will evaluate additional segment disclosure requirements as it
     expands its operations.


                                       16

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  June 30, 2004

NOTE 2        SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)

     Stock-Based Compensation:
     Up through June 30, 2004, the Company accounts for stock-based awards to
     employees in accordance with Accounting Principles Board ("APB") Opinion
     No. 25, "Accounting for Stock Issued to Employees" and related
     interpretations and has adopted the disclosure-only alternative of SFAS No.
     123, "Accounting for Stock-Based Compensation." Stock and options granted
     to consultants, independent representatives and other non-employees are
     accounted for using the fair value method as prescribed by SFAS No. 123. As
     of June 30, 2004, the Company has not granted any stock based compensation.

     Recent Pronouncements:
     In September 2004,. The Emerging Issues Task Force ("EITF") reached a
     consensus on EITF Issue 04-08. "The Effect of Contingently Convertible
     Instruments on Diluted Earnings per Share", which requires the inclusion of
     shares related to contingently convertible debt instruments for computing
     diluted earnings per share using the if-converted method, regardless of
     whether the market price contingency has been met. EIFT 04-08 will be
     effective for all periods ending after December 15, 2004 and includes
     retroactive adjustment to historically reported diluted earnings per share.
     The adoption of EITF Issue No. 04-08 does not currently have an impact on
     the Company's operating results or financial position.

     In November2004, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 151, "Inventory Costs, and amendment of Accounting Research Board
     No. 43, Chapter 4." SFAS No. 151 clarifies that abnormal inventory costs
     such as costs of idle facilities, excess freight and handling costs, and
     wasted materials (spoilage) are required to be recognized as current period
     charges. The provisions of SFAS No. 151 are effective for fiscal years
     beginning after June 15, 2005. The adoption of SFAS 151 is not expected to
     have a significant impact on the Company's operating results or financial
     position.

     In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
     Assets", which eliminates the exception for non-monetary exchanges of
     similar productive assets and replaces it with a general exception for
     exchanges of non-monetary assets that do not have commercial substance.
     SFAS No. 153 will be effective for non-monetary asset exchanges occurring
     in fiscal periods beginning after June 15, 2005. The adoption of SFAS No.
     153 does not currently have an impact on the Company's operating results or
     financial position.

     In December 2004, the FASB issued SFAS No. 123(r), "Share-Based Payment",
     which establishes standards for transactions in which an entity exchanges
     its equity instruments for goods or services. This standard replaces SFAS
     No. 123 and supersedes APB Opinion No. 25, "Accounting for Stock-based
     Compensation." This standard requires a public entity to measure the cost
     of employee services received in exchange for an award of equity
     instruments based on the grant-date fair value of the award. This
     eliminates the exception to account for such awards using the intrinsic
     method previously allowable under APB Opinion No. 25. SFAS No. 123(r) will
     be effective for interim or annual reporting periods beginning on or after
     June 15, 2005. The Company is unable to determine at this time the impact
     of SFAS No. 123(r) will have on its balance sheet or income statements.

NOTE 3        DEVELOPMENT STAGE COMPANY

     The Company has been a development stage company. It has now acquired an
     operating company but remains in development stage due to the limited
     nature of operations of the acquired 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

                                       17

<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  June 30, 2004

NOTE 3        DEVELOPMENT STAGE COMPANY (continued)

      Industries, Inc. On July 21, 1995, the Company changed its name to TTN
     Capitol, Inc., and 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.

     On June 30, 2004, the Company acquired Food For Health International, LLC,
     a Utah Limited Liability Corporation, for consideration of 11,000,000
     shares of the Company's common stock. The shares were recorded at par value
     and the remaining value of the acquired Company was charged to additional
     paid-in capital.

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 owed $801 to the CEO for expenses paid on
     behalf of the Company. No interest rate has been set on these liabilities.
     During 2004, the CEO loaned the Company an additional $4,100 for expenses.
     As part of the merger with Food For Health International, LLC, this debt
     was forgiven and treated as a reduction to additional paid-in capital.

     At June 30, 2004, the Company owes a shareholder $48,366 for expenses paid
     on behalf of the subsidiary.

NOTE 5        COMMON STOCK

     On July 22, 2003, 69,000 shares of Regulation S common stock were issued at
     par value. The Company recorded a receivable of $69 on that date.

     On August 8, 2003, 3,000,000 shares were issued at par value for services
rendered.

     On December 14, 2003, the Company returned 1,337,739 shares to the
     treasury. The shares were originally issued to Luong Dae shareholders.

     On June 30, 2004, the Company issued 11,000,000 shares to Frank Davis in
     consideration for the acquisition of Food For Health International, LLC.
     Mr. Davis was the sole owner of Food For Health International, LLC prior to
     the merger. The Company has retained him to continue managing the daily
     operations of the Company.

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, 2004, the Company has an accumulated deficit of $55,063 and
     cash in bank of $514. Further, the Company has not yet established itself
     in the market. The Company has a substantial need for working capital.

                                       18


<PAGE>



                Rocky Point Pharmaceuticals, Inc. and Subsidiary
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                  June 30, 2004


NOTE 6        GOING CONCERN ITEMS (continued)

     Management is currently working to establish itself in the market by
     seeking contracts with distribution channels. It is also working to
     diversify its product line. In addition, 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

     On July 16, 2004, the Company returned 14,000,000 shares to its treasury.
     The shares had previously been issued in anticipation of acquiring another
     entity. It was later discovered that management of the potential target had
     breached their contract, effectively nullifying the Company's offer.

     In August 2004, the Company added ShedControl Pet Supplements
     ("ShedControl") to its product line. ShedControl is formulated to provide
     cats and dogs with nutrients needed to obtain optimal health, thus
     preventing excessive shedding and hair loss.

     On September 4, 2004, the Company entered into an exclusive distribution
     agreement. The agreement grants the Company a three year exclusive
     distribution right to sell ShedControl in Taiwan, Canton, Shandong,
     Biejing, and Shanghai in China through Lien Jeh Transportation Co., Ltd.

     On December 14, 2004, the Company issued 11,000,000 shares of its common
     stock to its CEO for services.

     On February 11, 2005, the Company entered into a joint venture agreement to
     develop marketing strategies using proprietary internet/multi-medial
     marketing strategies and networks.


                                       19

<PAGE>



ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURES.

     None.

ITEM 8A.      CONTROLS AND PROCEDURES.

     As of June 30, 2004, an evaluation was carried out under the supervision
and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934). Based on their evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are, to the best of their knowledge,
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. The registrant realizes that this filing is late,
but feels that controls are effective to ensure timely filing in the future.

     There have been no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rule
13a-15 or 15d-15 under the Exchange Act that occurred during the fiscal year
ended June 30, 2004 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

                                    PART III

ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The names, ages, and respective positions of the directors and executive
officers of the Company, as well as the names, ages, and respective positions of
the executive officers of the Company's subsidiary FFH, are set forth below. The
directors named below will serve until their successors are duly elected and
have qualified. Directors are elected for a term until the next annual
stockholders meeting. Officers for the Company and its subsidiary hold their
positions at the will of the Board of Directors, absent any employment
agreement, of which none currently exists or are contemplated.

     There are no family relationships between any two or more of our directors
or executive officers. There are no arrangements or understandings between any
two or more of our directors or executive officers and any other person pursuant
to which any director or officer was or is to be selected as a director or
officer, and there is no arrangement, plan or understanding as to whether
non-management shareholders will exercise their voting rights to continue to
elect the current Board of Directors. There are also no arrangements, agreements
or understandings between non- management shareholders that may directly or
indirectly participate in or influence the management of our affairs. There are
no other promoters or control persons of the Company. There are no legal
proceedings involving the executive officers or directors of the Company.

     Effective January 2, 2004, the following table shows the names, ages, and
positions held by the Company's officers and directors. The directors were
appointed in June 2004 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 continue in such
position, at the discretion of the directors.

     Name                 Age         Position
     -------------------------------------------------------

     Mark Timothy          47         President, CEO and Director

     Dr. Robert Morrow     74         Vice President and Director

     Frank Davis           58         Vice President and Director

     Neil Crabtree         44          Secretary, Treasurer, CFO and Director



                                       20

<PAGE>



MANAGEMENT OF FFH

     FFH is operated as a wholly owned subsidiary under separate management.
Effective January 2, 2004, the following table shows the names, ages, and
positions held by FFH'S officers:

     Name                      Age               Position
     ------------------------------------------------------------------
     Frank Davis               58                President
     Chris Callaway            54                Vice President of Operations
     Gary Kolman               44                Vice President of Marketing
     Marcio Pugina             38                Secretary

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE.

     The Company does not have any shares registered under Section 12 of the
Securities Act and therefore the owners of the Company's equity securities are
not required to report their beneficial ownership under Section 16(a) of the
Exchange Act.

CODE OF ETHICS

     The Registrant has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. The
Registrant has not adopted such a code of ethics because all of management's
efforts have been directed to building the business of the company. The Company
anticipates that the board of directors will draft and adopt a code of ethics at
some time in the future.

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. 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 currently takes no
salaries from the Company. However as the marketing programs of FFH come online
and the operations grow, the Company anticipates that it will need to negotiate
competitive salaries with its officers and directors in order to retain their
services.

     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 June 10, 2005, 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.

                      Name & Address                 Amount of           Percent
 Title of Class     of beneficial owner        beneficial ownership     of Class
 --------------  --------------------------    --------------------     --------
     Common             Frank Davis                 11,000,000           45.70%
                 1508 North Technology Way
                       Suite A-2100
                     Orem, Utah 84097
     Common            Mark Timothy                 11,000,000           45.70%
                 4848 South Highland Drive
                         Suite 111
                 Salt Lake City, UT 84117

                                       21

<PAGE>





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. The Company's officers, directors, and shareholders, have
made an oral undertaking to make loans to the Company from time to time in
amounts sufficient to enable it to satisfy its reporting requirements and other
obligations incumbent on it as a public company. Any such loans would be
interest free and intended to be repaid at a future date, if or when the Company
shall have received sufficient funds through its business operations. The loans
would be intended to provide for the payment of filing fees, professional fees,
printing and copying fees and other miscellaneous fees.

     As of March 31, 2004, the Company owed $4,901 to a shareholder for expenses
paid on behalf of the Company. On June 30, 2005, all loans made to the Company
by said shareholder were forgiven. Accordingly, there are no current loans or
loan amounts outstanding between any officer, director, or shareholder and the
Company.

ITEM 13.      EXHIBITS.

     Exhibits included or incorporated by reference in this document are set
forth in the Exhibit Index.

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the last two fiscal years for
professional services rendered by Smith & Company, ("Accountants"), for the
audit of the Registrant's annual financial statements, and review of financial
statements included in the Company's Form 10-QSB's were $6,538 for 2004 and
$4,100 for 2003.

AUDIT-RELATED FEES

     The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the Accountants that are reasonably related to
the performance of the audit or review of the Registrant's financial statements
and are not reported under Audit Fees above were $0.

TAX FEES

     The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the Accountants for tax compliance, tax
advice, and tax planning were $0.

ALL OTHER FEES

     The aggregate fees billed in each of the last two fiscal years for products
and services provided by the Accountants, other than the services reported above
were $0.

AUDIT COMMITTEE

     The Company's audit committee consists of Mark J. Timothy and Neil E.
Crabtree, neither of which is an independent director. The audit committee has
not adopted a written charter. Mr. Crabtree has been designated as the Audit
Committee's "financial expert" in compliance with Item 401(e) of Regulation S-B.

     The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Company's board of
directors and report the results of their activities to the board. Such
responsibilities include, but are not limited to, the selection, and if
necessary the replacement of the Company's independent auditors; review and
discussion with such independent auditor's overall scope and plans for the
audit, the adequacy and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business risks, and legal
and ethical programs, and the results of the annual audit, including the
financial statements to be included in our annual report on Form 10-KSB.


                                       22

<PAGE>



     The Company's policy is to pre-approve all audit and permissible non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre- approval
is generally provided for up to one year and any pre-approval is detailed as to
the particular budget. The independent auditors and management are required to
periodically report to the audit committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and
the fees for the services performed to date. The audit committee may also
pre-approve particular services on a case-by-case basis.

                                   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: 7-12-05                      By: /s/ Mark Timothy
      -------------                    --------------------------------------
                                    Mark Timothy, CEO, President 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: 7-12-05                      By:  /s/ Mark Timothy
      -------------                    ----------------------------------------
                                    Mark Timothy, CEO, President, and Director


Dated: July 12, 2005                 By:  /s/ Frank Davis
      ---------------                   ---------------------------------------
                                     Frank Davis, Vice President, and Director


Dated: 7-12-05                       By:  /s/ Neil Crabtree
      ---------------                   --------------------------------------
                                     Neil Crabtree, CFO, Secretary,
                                      Treasurer, and Director


                                       23

<PAGE>



                                  Exhibit Index

Number        Description

2.1  Acquisition Agreement between Rocky Point and members of Food For Health
     International, LLC, dated June 30, 2004

31.1 Rule 13a-14(a)/15d-14(a) Certification of Mark Timothy (filed herewith).

31.2 Rule 13a-14(a)/15d-14(a) Certification of Neil Crabtree (filed herewith).

32   Section 1350 Certification of Mark Timothy and Neil Crabtree (filed
     herewith).


                                       24

<PAGE>



EXHIBIT 2.1

                      Agreement and Plan of Reorganization

     AGREEMENT dated June 30, 2004, by and between:

     Rocky Point Pharmaceuticals, Inc., a company incorporated under the laws of
     the State of Nevada (hereinafter referred to as "Rocky Point
     Pharmaceuticals, Inc."),

     - and -

     Food for Health International LLC, a limited liability company incorporated
     under the laws of the State of Utah (hereinafter sometimes referred to as
     the "Company"),

     - and -

     Frank Davis (hereinafter, the "Selling Shareholder").

     Whereas, the Selling Shareholder represents that he is the owner of an
aggregate of 1,000,000 shares of common stock of Food for Health LLC of a par
value of $.001 each, said shares being one hundred (100%) per cent of the issued
and outstanding voting common stock of Food for Health LLC (all of such shares
being hereinafter referred to as the "Food for Health Shares").

     Whereas, the Selling Shareholder desires to sell and Rocky Point
Pharmaceuticals, Inc. desires to purchase Food for Health Shares;

     Now, therefore, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree:

     1. Purchase and Sale of the Food for Health Shares. The Selling Shareholder
hereby sells, transfers, assigns and coveys to Rocky Point Pharmaceuticals, Inc.
hereby purchases and acquires from the Selling Shareholder, all of the Food for
Health Shares.

     2. Purchase Price for the Food for Health Shares. The purchase price to be
paid by Rocky Point Pharmaceuticals, Inc. For all of the Food for Health Shares
shall be 11,000,000 (eleven million) shares of the $.0001 par value Common Stock
of Rocky Point Pharmaceuticals, Inc. (the "Rocky Point Shares"). Rock Point
Pharmaceuticals, Inc. Presently has (or immediately prior to the time of closing
will have) a total of 13,000,069 (thirteen million sixty nine thousand) shares
of its Common Stock issued and outstanding, and immediately following the
issuance of the Rocky Point Shares to the Selling Shareholder, Rocky Point
Pharmaceuticals, Inc. Will then have a total of 24,000,069 shares of Common
Stock issued and outstanding, such time that the 11,000,000 Rocky Point Shares
to be received by the Selling Shareholder shall then constitute approximately
45.85% of Rocky Point Pharmaceuticals, Inc.'s issued and outstanding Common
Stock.

     Upon issuance, the certificates representing the Rocky Point Shares, and
the 1,000,000 shares of common stock of Food for Health LLC shall be endorsed in
blank by the registered owners thereof, and deposited with the trustee or escrow
agent acceptable to all three parties to this Agreement, who shall be an
attorney at law, (the "Escrow Agent", Mr. Neal Crabtree, Attorney at Law, 234
East 3900 South, Salt Lake City, Utah 84107). All three parties to this
Agreement and the Escrow Agent shall be parties to an Escrow Agreement which
shall provide that:

     (A)      ("Clawback" Provisions) At the close of the calendar quarter ended
              June 30, 2005, the contribution to the revenues of Rocky Point
              Pharmaceuticals made by its Food for Health Division, as reported
              on Rocky Point's Report on Form 10-Q for the quarter as filed with
              the U.S. Securities and Exchange Commission, is less than $33
              million, for each dollar or fraction less than $33 million, the
              Escrow Agent shall return on share to the transfer agent for Rocky
              Point's Common Stock, with instructions to cancel such shares.
              (Or)

     (1a)     At the close of the calendar quarter ended June 30, 2005, the
              contribution to the revenues of Rocky Point Pharmaceuticals mad by
              its Food for Health Division, as reported on Rocky Point's Report
              on Form 10-Q for that quarter as filed with the U.S. Securities
              Exchange Commission, is less than $33 million. The

                                       25

<PAGE>



              selling shareholder may retrieve from escrow 1,000,000 shares of
              common stock of Food For Health LLC of a par value of $.001 each,
              said shares being one hundred (100%) per cent of the issued and
              outstanding voting common stock of Food for Health LLC, and
              relinquish any and all rights and ownership of Rocky Point
              Pharmaceutical's shares. If (Seller) chooses option (1a) both
              parties (Seller and Buyer) shall be considered whole with no
              further obligations or liabilities to the other.

     (B) Following the close of Rocky Point Pharmaceutical's fiscal year ended
         June 30, 2005, as soon as its Report on Form 10-K for the fiscal year
         has been timely filed with the U.S. Securities and Exchange Commission,
         the Escrow Agent shall, (Option A) deliver all remaining Rocky Point
         share to the Selling Shareholder, at which point the escrow shall
         close. Or (Option 1a) The Escrow Agent shall, deliver all Rocky Point
         shares to the (Buying) Stockholder, and all shares of Food for Health
         shares to the (Seller) at which point the escrow shall close.

     3.  Warranties and Representations of the Selling Shareholder and Food for
         Health as to Food for Health. In order to induce Rocky Point
         Pharmaceuticals, Inc. to enter into this Agreement and to complete the
         transaction contemplated hereby, the Selling Shareholder and Food for
         Health unconditionally jointly and severally warrant, represent and
         guarantee that:

         (a) Organization and Standing. Food for Health is a limited liability
corporation duly organized, validly existing and in good standing under the laws
of the State of Utah, is are qualified to do business as a foreign corporation
in every other jurisdiction in which it operates to the extent required by the
laws of such jurisdictions, and has full power and authority to carry on its
businesses as now conducted and to own and operate its assets, properties, and
businesses.

         (b) Capitalization. The entire authorized equity capital of Food for
Health consists of one million (1,000,000) shares of common stock, of which
1,000,000 are issued, outstanding, and owned by the Selling Shareholder, which
constitute one hundred (100%) per cent of the Food for Health issued share
capital. There are no other voting or equity securities authorized or issued,
nor any authorized or issued securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights, commitments or
agreements by which the Selling Shareholder are bound, calling for the issuance
of any additional shares of common stock or any other voting or equity security.
The By-Laws of each of Food for Health provide that a simple majority of the
shares voting at a meeting at which a quorum is present, which quorum does not
exceed fifty (50%) per cent, may elect all of its directors. Cumulative voting
is prohibited by the Company's By-Laws or Certificate of Incorporation.
Accordingly, the Food for Health Shares constitute on hundred (100%) per cent of
each companies' voting power, right to receive dividends (when, as and if
declared and paid), and the right to receive the proceeds of liquidation
attributable to common stock, if any.

         (c) Ownership of the Food for Health Shares. The Selling Shareholder is
the sole and absolute owner of each of the Food for Health Shares owned by him,
free and clear of all liens, encumbrances, and restrictions whatever. The
Selling Shareholder warrants that by his sale of the Food for Health Shares to
Rocky Point Pharmaceuticals, Inc. pursuant to this Agreement, Rocky Point
Pharmaceuticals, Inc. will thereby acquire good, absolute marketable title
thereto, free and clear of all liens, encumbrances and restrictions of any
nature whatsoever, save and expect only by reason of the fact that the Food for
Health Shares will not have been registered under the U.S. Securities Act of
1933, as amended (the "33 Act").

         (d) Financial Statements. There has been attached to this Agreement as
Exhibit "B" a Balance Sheet of Food for Health as at June 30, 2004, and
Statement of Income and Retained Earnings (Deficit) and Statement of Cash Flows
for the period then ended, compiled without audit by the management of each
Company, which are hereby incorporated as an integral part of this Agreement.
All of said financial statements are true and correct, and were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods involved. Except for changes in the ordinary course
of business, there have been no material changes in the business or financial
condition of Food for Health since the date thereof.

         (e) Significant Agreement. Food for Health is not bound by any of the
following, unless specifically listed in Exhibit "C" hereto:

     (I) Employment, advisory or consulting contracts; (ii) Plan providing for
     employee benefits of any nature;

                                       26

<PAGE>



     (iii)    Lease with respect to any property or equipment;
     (iv)     Contract or commitment for any future expenditures in excess of
              $5,000;
     (v)      Contract or commitment pursuant to which it has assumed,
              guaranteed, endorsed, or otherwise become liable for any
              obligation of any other person, firm, or organization;
     (vi)     Contract, agreement, understanding, commitment or arrangement,
              other than in the normal course of business, not otherwise fully
              disclosed or set forth elsewhere in this Agreement;
     (vii)    Agreement with any person relating to the purchase or sale of
              securities.

         (f) Taxes. Food for Health has filed all federal, state and local
income or other tax returns and reports with all governmental agencies and paid
all taxes due, and accordingly owes no other taxes of any kind to any taxing
authority except for taxes not yet due and accrued in the current period.

         (g) Absence of Undisclosed Liabilities. At the date of the financial
statements described in Section 3(d) of this Agreement, Food for Health has no
liabilities of any nature, fixed or contingent, that are not fully included in
the figures shown therein, in the notes thereto, or as described in Exhibit "C"
hereto. Between the date of that balance sheet and the date of this Agreement,
no material liabilities, debts or obligations of any kind, other than minor
liabilities in the ordinary course of business, have been incurred.

         (h) Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting Food for Health or against the Selling Shareholder and
arising out of his ownership of the Food for Health Shares or his operation of
Food for Health. Food for Health is not in violation of any law, ordinance or
regulation of any kind whatever, including, but not limited to, the national,
state and local law and regulations of the State of Utah, the United States,
Utah County, Utah or of any subdivision of any of them relating, without
limitation, to food advertising, processing or labeling, labor, pensions,
working conditions of employees, environment protection, taxation, securities,
or ownership of land or other assets.

         (I) Governmental Regulation. All licenses, permits and registrations,
if any, held by Food for Health from the governments of each state in which they
operate, or of any local subdivision of any of them, or of any foreign
government are in full force and effect, and there are no proceedings, hearings
or other actions pending that may affect the validity or continuation of any of
them. No approval of any trade or professional association, labor union, or
agency of the government of any state, or of any subdivision thereof is required
for any of the transactions effected by this Agreement to be valid, and the
completion of the transactions contemplated by this Agreement will not, in and
of themselves, affect or jeopardize the validity or effectiveness of any of
them. Should at any future date, in the opinion of Rocky Point Pharmaceuticals,
Inc., any of the representations contained in this section shall be found to
have been incorrect as of the date of this Agreement, the Selling Shareholder at
his sole expense will undertake expeditiously to obtain on behalf of Rocky Point
Pharmaceuticals, Inc., such approvals, licenses or permits that may be
necessary, without in any way mitigating any liability to Rocky Point
Pharmaceuticals, Inc. for damages arising out of such misrepresentation, even if
made in good faith.

         (j) Ownership of Assets. Food for Health has good, marketable title,
without any liens or encumbrances of any nature whatever, to all of its assets,
properties and rights of every type and description, including, without
limitation, any cash on hand and in banks, certificates of deposit, stocks,
bonds, and other securities, good will, formulas, recipes, inventories of raw
materials and finished good, licenses and registrations, pending licenses and
permits and applications therefor, inventions, processes, know-how, trade
secrets, real estate and interests therein and improvements thereto, machinery,
equipment, vehicles, notes and accounts receivable, fixtures, rights under
agreements and leases, franchises, all rights and claims under insurance
policies and other contracts of whatever nature, rights in funds of whatever
nature, books and records and all other property and rights of every kind and
nature owned by or held by Food for Health as of this date, and will continue to
hold such title on and after the completion of the transactions contemplated by
this Agreement; nor, except in the ordinary course of its business, have either
of Food for Health disposed of any such asset since the date of the financial
statement described in Section 3(d) of this Agreement.

         (k) Notes and Accounts Receivable. All notes, accounts and loans
receivable set forth in the balance sheet described in Section 3(d) of this
Agreement, and any presently existing, are bona fide and not in default, and
will be collected by Food for Health in full promptly when due.


                                       27

<PAGE>



         (l) No Interest in Suppliers, Customers, Landlords or Competitors.
Neither the Selling Shareholder nor Food for Health nor any of their officers,
directors or principal stockholders nor any member of their families has any
interest of any nature whatever in any present supplier, customer, landlord or
competitor of Food for Health.

         (m) No Debt Owed by Food for Health to any Selling Shareholder. Except
as set out in Exhibit "C" hereto, Food for Health does not owe any money,
securities, or property to the Selling Shareholder nor to any member of his
families or to any company controlled by such a person, directly or indirectly.
To the extent that either of Food for Health may have any liability to pay any
sum or property to any such person, such liability is hereby forever irrevocably
released and discharged.

         (n) Corporate Records. All of the Food for Health books and records,
including, without limitation, its books of account, corporate records, minute
book, stock certificate books and other records are up-to-date, complete, and
reflect accurately and fairly the conduct of its business in all respects since
its date of incorporation, and will be delivered to Rocky Point Pharmaceuticals,
Inc. upon request at any time simultaneously with or following the execution of
this Agreement.

         (o) No Misleading Statements or Omissions. Neither this Agreement nor
any financial statement, exhibit, schedule or document attached hereto or
presented to Rocky Point Pharmaceuticals, Inc. in connection herewith contains
any materially misleading statement, or omits any fact or statement necessary to
make the other statement or fact therein set forth not materially misleading.

         (p) Validity of this Agreement. All corporate and other proceedings
required to be taken by the Selling Shareholder and by Food for Health in order
to enter into and to carry out this Agreement have been duly and properly taken.
This Agreement has been duly executed by the Selling Shareholder and by Food for
Health, and constitutes the valid and binding obligation of each of them. The
execution and delivery of this Agreement and the carrying out of its purposes
will not result in the breach of any of the terms or conditions of, nor
constitute a default under or violate, Each of the Food for Health' Certificate
of Incorporation or By-Laws, or any agreement, lease, mortgage, bond, indenture,
license or other document or undertaking, oral or written, to which either Food
for Health or any of the Selling Shareholder is a party or is bound or may be
affected, nor will such execution, delivery and carrying out violate any order,
writ, injunction, decree, law, rule or regulation of any court, regulatory
agency or other governmental body.

         (q) Enforceability of this Agreement. When duly executed and delivered,
this Agreement and the Exhibits hereto which are incorporated herein and made a
part hereof are legal, valid, and enforceable by Rocky Point Pharmaceuticals,
Inc. according to their terms under laws of each state in which it operates, and
that at the time of such execution and delivery, Rocky Point Pharmaceuticals,
Inc. shall have acquired good marketable title in and to all of the Food for
Health Shares.

     4. Delivery by Food for Health. Food for Health agrees to deliver to Rocky
Point Pharmaceuticals, Inc. upon request from time to time all information that
is in the possession of Food for Health or it which it is legally entitled; and
to the extent that Food for Health has access to any such information in the
possession of a third party or third parties, it shall arrange for Rocky Point
Pharmaceuticals, Inc. to have the same access to such information.

     5. Warranties and Representations of Rocky Point Pharmaceuticals, Inc.. In
order to induce Food for Health and the Selling Shareholder to enter into this
Agreement and to complete the transaction contemplated hereby, Rocky Point
Pharmaceuticals, Inc. unconditionally warrants, represents and guarantees that:

         (a) Organization and Standing. Rocky Point Pharmaceuticals, Inc. is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, has approximately eight hundred stockholders of record,
is qualified to do business as a foreign corporation in every other state in
which it operates to the extent required by the laws of such states, and has
full power and authority to carry on its business as now conducted and to own
and operate its assets, properties and business.

         (b) Capitalization. Rocky Point Pharmaceuticals, Inc.'s entire
authorized equity capital consists of 100,000,000 shares of $.0001 par value
common stock, of which 13,000,069 will be issued and outstanding at Closing.
There are no other voting or equity securities authorized or issued, nor any
authorized or issued securities convertible into voting stock, and no
outstanding subscriptions, warrants, calls, options, rights, commitments or
agreements by which Rocky Point Pharmaceuticals, Inc. is bound, calling for the
issuance of any additional shares of

                                       28

<PAGE>



common stock or any other voting equity security. The By-Laws of Rocky Point
Pharmaceuticals, Inc. provide that a simple majority of the shares voting at a
meeting at which a quorum is present, which quorum does not exceed fifty (50%)
per cent of Rocky Point Pharmaceuticals, Inc.'s issued and outstanding common
stock, may elect all of the directors of Rocky Point Pharmaceuticals, Inc..
Cumulative voting is prohibited by the By-Laws or Certificate of Incorporation
of Rocky Point Pharmaceuticals, Inc.. Accordingly, the 11,000,000 Shares of
Rocky Point Pharmaceuticals, Inc. Common Stock being issued to the Selling
Shareholder in exchange for the Food for Health Shares, will constitute
approximately 45.85% of the voting shares of Rocky Point Pharmaceuticals, Inc.

         (c) Ownership of Shares. By Rocky Point Pharmaceuticals, Inc.'s
issuance of Rocky Point Shares to the Selling Shareholder pursuant to this
Agreement, the Selling Shareholder will thereby acquire good, absolute
marketable title thereto, free and clear of all liens, encumbrances and
restrictions of any nature whatsoever, except that the Rocky Point Shares will
not have been registered under the U.S. Securities Act of 1033, and amended (the
"33 Act").

         (d) Financial Statements. There have been attached to this Agreement as
Exhibit "D" the following financial statements of Rocky Point Pharmaceuticals,
Inc., which are hereby incorporated as an integral part of this Agreement: A
Balance Sheet, Statement of Earning, and Statement of Retained Earnings as at
June 30, 2004 and for the period then ended. All of said financial statements
were true and correct as of such date, and were prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. Except for changes in the ordinary course of
business, there have been no material changes since the latest date thereof.

         (e) Significant Agreements. Rocky Point Pharmaceuticals, Inc. is not
bound by any of the following:

     (i) Employment, advisory or consulting contracts; (ii) Plan providing for
     employee benefits of any nature; (iii) Lease with respect to any property
     or equipment; (iv) Contract or commitment for any future expenditures.
     (v)      Contract or commitment pursuant to which it has assumed,
              guaranteed, endorsed, or otherwise become liable for any
              obligation of any other person.
     (vi)     Contract, agreement, understanding, commitment or arrangement,
              other than in the normal course of business, not otherwise fully
              disclosed or set forth elsewhere in this Agreement;

         (f) Taxes. Rocky Point Pharmaceuticals, Inc. has filed all federal,
state and local income tax returns and reports that it is required to file and
with all governmental agencies, wherever situate, and has paid all taxes as
shown on such returns. All of such returns are complete.

         (g) Absence of Undisclosed Liabilities. At the date of the financial
statements described in Section 6(d) of this Agreement, Rocky Point
Pharmaceuticals, Inc. had no liabilities of any nature, fixed or contingent,
that are not fully included in the figures shown therein. Between the date of
that balance sheet and the date of this Agreement, no material liabilities,
debts or obligations of any kind, other than minor liabilities in the ordinary
course of business, have been incurred, and Rocky Point Pharmaceuticals, Inc.
has no liabilities of any kind at the date of this Agreement.

         (h) Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting Rocky Point Pharmaceuticals, Inc. or against any of Rocky
Pont Pharmaceuticals, Inc.'s officers or directors and arising out of their
operation of Rocky Point Pharmaceuticals, Inc.. Rocky Point Pharmaceuticals,
Inc. is not in violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the U.S. Securities Exchange Act of
1934, as amended, the Rules of Regulations of the U.S. Securities and Exchange
Commission ("SEC"), or the securities laws of any state.

         (I) Ownership of Assets. Rocky Point Pharmaceuticals, Inc. has good,
and marketable title without any liens or encumbrances of any nature whatever,
to all of its assets, properties, and rights of every type and description.

         (j) No Debt Owed by Rocky Point Pharmaceuticals, Inc. to Certain
Persons. Rocky Point Pharmaceuticals, Inc. does not owe any money, securities,
or property to any of its present or former officers, directors, or principal
shareholders or to any member of their families or to any company controlled by
such a person, directly or indirectly. To the extent that Rocky Point
Pharmaceuticals, Inc. may have any liability to pay any sum or property to any
such person, such liability is hereby forever irrevocably released and
discharged.


                                       29

<PAGE>



         (k) Corporate Records. All of Rocky Point Pharmaceuticals, Inc.'s books
and records, including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other records of Rocky Point
Pharmaceuticals, Inc. are up-to-date, complete, and reflect accurately and
fairly the conduct of its business in all respects since its date of
incorporation.

         (l) No Misleading Statements or Omissions. Neither this Agreement nor
any financial statement, exhibit, schedule or document attached hereto or
presented to the Selling Shareholder or to Each of the Food for Health in
connection herewith contains any materially misleading statement, or omits any
fact or statement necessary to make the other statements or facts therein set
forth not materially misleading.

         (m) Validity of this Agreement. All corporate and other proceedings
required to be taken by Rocky Point Pharmaceuticals, Inc. in order to enter into
and to carry out this Agreement have been duly and properly taken. This
Agreement has been duly executed by Rocky Point Pharmaceuticals, Inc., and
constitutes its valid and binding obligation. The execution and delivery of this
agreement and the carrying out of its purposes will not result in the breach of
any of the terms or conditions of, or constitutes a default under or violate,
Rocky Point Pharmaceuticals, Inc.'s Certificate of Incorporation or By-Laws, or
any agreement, lease, mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which Rocky Point Pharmaceuticals, Inc. is a
party of is bound or may be affected, nor will such execution, delivery or
carrying out violate any order, writ, or injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental body.

         (n) Enforeability of this Agreement. When duly executed and delivered,
this Agreement and the Exhibits hereto which are incorporated herein and made a
part hereof are legal, valid, and enforceable by Each of the Food for Health and
the Selling Shareholder according to their terms, and that at the time of such
execution and delivery, the Selling Shareholder will have acquired good
marketable title in and to the Rocky Point Shares acquired pursuant hereto.

     6. The Rocky Point Shares. The Rocky Point Shares shall be fully-paid and
non-assessable, with full voting rights and the right to receive dividends, if
and when declared by the Board of Directors, and the proceeds of liquidation, if
any, according to their terms.

     The Selling Shareholder warrants and represents that he is acquiring the
Rocky Point Shares for investment and not with a view to, or for resale in
connection with, any distribution of the Rocky Point Shares within the meaning
of the '33 Act. By such representation, the Selling Shareholder acknowledge that
they understand that the Rocky Point Shares will not be registered under the "33
Act by reason of a specific exemption provided therein. Because the Rocky Point
Shares are unregistered under the '33 Act, they must be held indefinitely unless
subsequently registered under the '33 Act or an exemption from such
registration, such as Rule 144, Regulation A, or Regulation S is available.

     The Selling Shareholder further understands that in the event that there is
a trading market for Rocky Point Pharmaceuticals, Inc. stock, any routine sales
of Rocky Point Pharmaceuticals, Inc. Shares made in reliance upon Rule 144 may
only be made in limited amounts in accordance with the terms and conditions of
Rule 144, and in the event that Rule 144 is not applicable or is unavailable for
any reason, either Registration under the Act or compliance with Regulation A,
Regulation S or some other applicable exemption will be required. The Selling
Shareholder consent that each certificate representing the Rocky Point Shares
shall bear on its face a legend in substantially the following form:

              "The shares represented by this certificate have not been
              registered under the Securities Act of 1933, as amended ("the
              Act") and are "Restricted Securities" as that term is defined in
              Rule 144 under the Act. They may not be offered for sale , sold,
              pledged or otherwise transferred except pursuant to an effective
              Registration Statement under the Act or pursuant to an exemption
              from such Registration, the availability of which must be
              established to the satisfaction of the Company."

     The Selling Shareholder further consents that Rocky Point Pharmaceuticals,
Inc. may place a stop order on the certificates evidencing the Rocky Point
Shares, restricting the transfer of the Rocky Point Shares except in compliance
with the terms of this Agreement. The Selling Shareholder also acknowledges that
he has read and understands Release 33-5226 promulgated by the SEC under the
Act, a copy of which is attached hereto.


                                       30

<PAGE>



     7. Access and Information. With immediate effect from the execution of this
Agreement, Rocky Point Pharmaceuticals, Inc., its officers, counsel and other
designated representatives shall have full access without limitation to the
premises of Each of the Food for Health and to all books, records, contracts,
assets and properties thereof.

     8. Term. All representations, warranties, covenants and agreements made
herein shall survive the execution and deliver of this Agreement and payment
pursuant thereto.

     9. Further Actions. The Selling Shareholder agrees to execute all further
or additional documents, agreements, contracts, or other writings which, in the
sole opinion of Rocky Point Pharmaceuticals, Inc., may be necessary or
appropriate to enable Rocky Point Pharmaceuticals, Inc. to exercise any rights
granted in this Agreement.

     10. Indemnification by the Selling Shareholder. The Selling Shareholder
hereby indemnifies and holds Rocky Point Pharmaceuticals, Inc. harmless from and
against any claims, actions or proceedings which may be threatened or instituted
against Rocky Point Pharmaceuticals, Inc. by reason of the breach or alleged
breach of any of his or the Food for Health representations or warranties herein
contained, including Rocky Point Pharmaceuticals, Inc.'s legal fees and all
other costs directly incurred in the defense of such action. Rocky Point
Pharmaceuticals, Inc. and the Selling Shareholder shall each promptly notify the
other of any such claim, action or proceeding threatened or instituted. Rocky
Point Pharmaceuticals Inc. shall undertake the defense thereof with counsel of
its own selection, but the Selling Shareholder shall have the option of
retaining separate counsel of the Selling Shareholder's own selection at their
own expense, although in any event the defense shall be under Rocky Point
Pharmaceuticals, Inc.'s sole control. The Selling Shareholder and Rocky Point
Pharmaceuticals, Inc. shall fully cooperate with each other in any matter
arising hereunder. In the event that such suit, proceeding, claim or action (a)
ends in a final, non-aappealable judgment attaching no liability to Rocky Point
Pharmaceuticals, Inc., or (b) is abandoned or settled without liability to Rocky
Point Pharmaceuticals, Inc., or (c) results in a finding that there was no
misrepresentation in the Selling Shareholder's or Food for Health's
representations or warranties herein contained, then the Selling Shareholder
shall not be liable for Rocky Point Pharmaceuticals, Inc.'s costs and fees,
including attorney's fees incurred in the defense of such action.

     11. Survival of Warranties. All representations, warranties, covenants and
agreements made herein shall survive the execution and deliver of this Agreement
and payment pursuant thereto.

     12. Indemnification Against Brokerage. Each of Rocky Point Pharmaceuticals,
Inc., Food for Health and the Selling Shareholder warrant and represent to the
others that no broker or finder has acted in connection with this Agreement, and
indemnify and hold each other harmless from any claim or demand for commissions
or other compensation by any broker or finder claiming to have been employed by
any party.

     13. Notices. Any notice or communication given pursuant to this Agreement
by any party hereto to any other party hereto shall be in writing and delivered
by Certified Mail, Express, Mail or Federal Express, charges prepaid, to its
address as set forth hereinabove.

     14. Entire Agreement. The Agreement supersedes and replaces all prior
agreements between the parties in respect of the subject matter hereof, any of
which are void and of no effect. This Agreement is the entire agreement between
the parties in respect of the subject matter hereof. There are no other
agreements, written or oral, nor may this Agreement be modified except in
writing, executed by the parties hereto.

     15. Counterparts. This Agreement may be executed in any number of
counterparts or facsimiles. All executed counterparts shall constitute one
agreement, notwithstanding that all signatories are not signatories to any
counterpart.

     16. Venue. This Agreement shall be construed in accordance with the laws of
the State of Nevada applicable to contracts made and to be performed entirely
within such state.

     17. Captions. The captions heading each section of this Agreement are for
purposes of identification only, and shall not modify or affect any
interpretation of the text thereof.

     18. No Waivers. The failure of either party to insist upon strict
compliance with any of the terms, covenants or conditions of this Agreement
shall not be deemed a waiver of such term, covenants or conditions, nor shall
any waiver or relinquishment of any right or power hereunder at any time or from
time to time be deemed a waiver or relinquishment of such right or power at any
other time or times.

                                       31

<PAGE>



     19. Relationship of Parties. Nothing contained in this Agreement shall be
deemed to create any partnership or joint venture between Rocky Point
Pharmaceuticals, Inc. or the Selling Shareholder, nor shall either be deemed the
agent of the other for any purpose whatever.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the day and year above first written.

                                   Rocky Point Pharmaceuticals, Inc.


     SEAL                          By  /s/ Mark Timothy
                                       ------------------------------------
                                   Mark Timothy, President


                                   Food for Health LLC.


     SEAL                          By /s/ Frank Davis
                                      -------------------------------------
                                   Frank Davis, President


                                   Selling Shareholder:

                                   Frank Davis

Number of each of the Food for Health
Shares Tendered:      1,000,000

Number of Rocky Point Shares
to be Received:       11,000,000

                                 By /s/ Frank Davis
                                    -------------------------------------
                                      Frank Davis


                                       32

<PAGE>



                                   EXHIBIT "A"


                                   AGREEMENTS

Appended below is a description of each material agreement to which Food for
Health is a party as of the date of this Agreement, copies of which have been
provided to Rocky Point Pharmaceuticals, Inc.:

Exhibit No.                                      Title and Description

     A1

     A2

     A3

     A4

     A5



                                       33

<PAGE>



                                   EXHIBIT "B"


                             FINANCIAL STATEMENTS OF
                             Each of Food for Health

     Attached hereto are the financial statements of Food for Health described
in Section 3(d) of this Agreement.


                                       34

<PAGE>



                                   EXHIBIT "C"


                             FINANCIAL STATEMENTS OF
                        Rocky Point Pharmaceuticals, Inc.

Appended hereto are all of the financial statements of Rocky Point
Pharmaceuticals, Inc. described in Section 5(d) of this Agreement.


                                       35

<PAGE>



Exhibit 31.1
                                 Certifications

I, Mark Timothy certify that:

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

     2.  Based on my knowledge, this annual 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 annual report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual 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:  7-12-05
      --------------------------------------

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

                                       36

<PAGE>



Exhibit 31.2
                                 Certifications

I, Neil Crabtree certify that:

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

     2.  Based on my knowledge, this annual 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 annual report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this annual 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 annual 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:  7-12-05
      --------------------------------------

/s/ Neil Crabtree
Neil Crabtree, CFO, Secretary,
Treasurer, and Director

                                       37

<PAGE>


Exhibit 32



                    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

In connection with the annual report of Rocky Point Pharmaceuticals, Inc..
("Company") on Form 10-KSB for the year ended June 30, 2004 as filed with the
Securities and Exchange Commission ("Report"), the undersigned, in the capacity
and on the date indicated below, hereby certifies pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) that to his knowledge: (1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) The information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated:  7-12-05          By: /s/ Mark Timothy
       ----------           -----------------------------------------
                                  Mark Timothy, Chief Executive Officer

Dated:  7-12-05          By: /s/ Neil Crabtree
      -----------           -----------------------------------------
                                  Neil Crabtree,  Chief Financial Officer

                                       38