**OMB Number: 3235-0416**

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





**FORM 10-QSB**





|      |  |                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------
|[ X ] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDED) FOR THE QUARTERLY PERIOD ENDED:

|    |  |                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------
|    |  | **MARCH 31, 2006**                                                                                                        
|    |  | 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.**                 
|------------------------------------------------------
|(Exact Name of registrant as specified in its charter)





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





|220 East 3900 South, Suite 14           
|----------------------------------------
|Salt Lake City, Utah 84107              
|(Address of principal executive offices)



|(801) 685-0300                 
|-------------------------------
|(Registrant's Telephone Number)





|Indicate by check mark whether the registrant: (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.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**Yes [X] No [ ]**                                                                                                                                                                                                                                                                                                                                       



|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
|---------------------------------------------------------------------------------------------------------------
|**Yes [ ] No [X]**                                                                                             



|State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
|---------------------------------------------------------------------------------------------------------------------------

|**Class**                                 | **Outstanding as of March 31, 2006**
|----------------------------------------- | ------------------------------------
|**$0.001 Par Value Class A Common Stock** | **13,169,000 Shares**               



|ITransitional Small Business Disclosure Format (check one): | **Yes [ ] No [X]**
|----------------------------------------------------------- | ------------------
|                                                           







---

TABLE OF CONTENTS



|                                |                                                                                               |  |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION  
|                                | Item 1. Financial Statements                                                                 
|                                | CONSOLIDATED BALANCE SHEETS                                                                  
|                                | CONSOLIDATED STATEMENT OF OPERATIONS                                                         
|                                | CONSOLIDATED STATEMENT OF CASH FLOWS                                                         
|                                | CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY                                               
|                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                | Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations
|Item 3. Controls and Procedures
|PART II  OTHER INFORMATION     
|                                | Item 1  Legal Proceedings                                                                    
|                                | Item 2. Unregistered Sale of Equity Securities and Use of Proceeds                           
|                                | Item 3. Defaults Upon Senior Securities                                                      
|                                | Item 4. Submissions of Matters to Vote of Security Holders                                   
|                                | Item 5. Other Information                                                                    
|                                | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                     
|                                | Exhibit 45 Assignment of Licence                                                             
|                                | Exhibit 46.1 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF EXECUTIVE OFFICER          
|                                | Exhibit 46.2 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF FINANCIAL OFFICER          
|                                | Exhibit 47.1 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          
|                                | Exhibit 47.2 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          
|                                |                                                                                              



---



##### Table of Contents



|                              |                                                                                                                                                                       |                                                            |   |   
|----------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | - | --
|PART I  FINANCIAL INFORMATION
|Item 1.                       |                                                                                                                                                                       | Financial Statements                                       |   |   
|                              | Consolidated Balance Sheets at March 31, 2006 and June 30, 2005                                                                                                       |                                                            | 3
|                              | Consolidated Statements of Operations for the three  and nine month periodss ended March 31, 2006 and March 31, 2005 and for the Period May 7, 2002 to March 31, 2006 |                                                            | 4
|                              | Consolidated Statements of Cash Flows for the three and nine month periods ended March 31, 2006 and March 31, 2005 and for the Period May 7, 2002 to March 31, 2006   |                                                            | 5
|                              | Consolidated Statements of Shareholders Equity from April 14, 1986 to March 31, 2006                                                                                  |                                                            | 7
|                              | Notes to Consolidated Financial Statements                                                                                                                            |                                                            | 9
|Item 2.                       |                                                                                                                                                                       | Management's Discussion and Analysis or Plan of Operations |   | 12
|Item 3.                       |                                                                                                                                                                       | Controls and Procedures                                    |   | 27
|.                             |                                                                                                                                                                       |                                                            |   |   
|PART II  OTHER INFORMATION   
|Item 1.                       |                                                                                                                                                                       | Legal Proceedings                                          |   | 27
|Item 2.                       |                                                                                                                                                                       | Changes in Securities                                      |   | 27
|Item 3.                       |                                                                                                                                                                       | Defaults Upon Senior Securities                            |   | 27
|Item 4.                       |                                                                                                                                                                       | Submission of Matters to a Vote of Security Holders        |   | 27
|Item 5.                       |                                                                                                                                                                       | Other Information                                          |   | 27
|Item 6.                       |                                                                                                                                                                       | Exhibits and Reports on Form 8-K                           |   | 28
|Signatures                    |                                                                                                                                                                       |                                                            |   | 28
|Exhibits                      |                                                                                                                                                                       |                                                            |   |   

2



---



##### Table of Contents

Item 1. Financial Statements





**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) **____________________________________________________________________________________**


**MARCH 31**
            
            **JUNE 30****2006**
            
            **2005****ASSETS**.**Current**Cash in Bank
            **$**
            **40,578**
            
            $
            -Accounts Receivable
            
            -
            
            
            -.**Total Current Assets . . .**
            
            **40,578**
            
            
            -.**Other Assets**Equipment and Supplies
        
        **42,500**
        
        
        -License (Online Classified System)
        
        **450,100**
        
        
        -.**Total Other Assets . . .**
        
        **492,600**
        
        
        -**TOTAL ASSETS . . .**
            **$**
            **533,178**
            
            $
            -.**LIABILITIES**.**Current**Accounts Payable
            **$**
            **-**
            
            $
            -Accrued Expenses
            
            **-**
            
            
            -Current Portion of Notes Payable
            
            **25,000**
            
            
            -.**Total Current Liabilities . . .**
            
            **25,000**
            
            
            -.**Other Liabilities**Long Term Portion of Notes Payable
        
        **425,000**
        
        
        -.**Total Other Liabilities . . .**
        
        **425,000**
        
        
        -.**TOTAL LIABILITIES . . .**
        
        **450,000**
        
        
        -.**STOCKHOLDERS' EQUITY**.**Capital Stock**Authorized:100,000,000 common shares with a par value of $0.001 per shareIssued and Outstanding:13,169,000 shares as of March 31, 2006 and13,069,000 shares as of June 30, 2005 respectively
            
            **13,169**
            
            
            13,069.**Additional Paid in Capital**
            
            **62,265**
            
            
            12,540.**Retained Earnings / Accumulated Deficit**
        
        **4,744**
        
        
        (25,609).**TOTAL STOCKHOLDERS' EQUITY . . .**
        
        **83,178**
        
        
        -.**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . .**
            **$**
            **533,178**
            
            $
            - The accompanying notes are an integral part of these consolidated financial statements. 3    Table of Contents  
 **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** CONSOLIDATED STATEMENT OF OPERATIONS
 (UNAUDITED) ________________________________________________________________________________
 **THREE    MONTHS ENDING**
        
        
        **NINE MONTHS    ENDING**
        
        
        PERIOD**MARCH 31**
        
        
        **MARCH 31**
        
        
        05/07/2002**2006**
        
        
        2005
        
        
        **2006**
        
        
        2005
        
        
        to 3/31/2006**Revenue**Net Sales
        **$**
        **45,060**
        
        $
        **-**
        
        **$**
        **45,060**
        
        $
        **-**
        
        $
        45,060Cost of Sales
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-****Gross Profit**
        ****
        **45,060**
        
        
        **-**
        
        
        **45,060**
        
        
        **-**
        
        
        45,060****
        
        
        
        
        
        
        
        ******General and    Administrative Expenses**
        
        **7,521**
        
        
        4,000
        
        
        **14,707**
        
        
        4,000
        
        
        38,176******Total Ordinary Income (Loss)**
        
        **37,539**
        
        
        (4,000)
        
        
        **30,353**
        
        
        **(4,000)**
        
        
        6,884****
        
        ****
        
        
        
        
        
        ******Other Income**
        
        
        
        
        
        
        
        ****Consulting Services
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**Extraordinary (Loss) from Discontinued Operations
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        (2,140)**Total Other Income**
        
        **-**
        
        
        
        
        
        **-**
        
        
        
        
        
        (2,140)******Net Gain (Loss) For The    Period**
        **$**
        **37,539**
        
        $
        (4,000)
        
        **$**
        **30,353**
        
        $
        (4,000)
        
        $
        4,744**********Basic And Diluted Gain    (Loss)**
        
        
        
        
        
        
        
        ******Per Share**
        **$**
        **0.00**
        
        $
        (0.00)
        
        **$**
        **(0.00)**
        
        $
        (0.00)**********Weighted Average**
        
        
        
        
        
        
        
        ******Number Of Shares**
        
        
        
        
        
        
        
        ******Outstanding**
        
        **13,169,000**
        
        
        24,069,000
        
        
        **13,102,333**
        
        
        24,069,000 The accompanying notes are an integral part of these consolidated financial statements. 4    Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** CONSOLIDATED STATEMENT OF CASH FLOWS
  (UNAUDITED) ______________________________________________________________________  **THREE    MONTHS ENDING**
        
        
        **NINE MONTHS    ENDING**
        
        
        PERIOD**MARCH 31**
        
        
        **MARCH 31**
        
        
        05/07/2002**2006**
        
        
        2005
        
        
        **2006**
        
        
        2005
        
        
        to 3/31/2006**Cash Flows From    Operating Activities**Net Gain (Loss) for the period
        **$**
        **37,539**
        ****
        $
        (4,000)
        ****
        **$**
        **30,353**
        
        $
        (4,000)
        
        $
        4,744**Adjustments To Reconcile    Net Loss To Net****Cash Provided (Used) By Operating    Activities******Stock Issued for Expenses
        
        100
        
        
        -
        
        
        100
        
        
        -
        
        
        12,169Change in Accounts Receivable
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Equipment and Supplies
        
        **-**
        
        
        -
        
        
        **(42,500**
        
        
        -
        
        
        (42,500Change in Licenses
        
        **(450,100)**
        
        
        -
        
        
        **(450,100)**
        
        
        -
        
        
        (450,100)Change in Accrued Expenses
        
        **3,000**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Accounts Payable
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Operating Accountsdue to Discontinued Operations
        
        **-**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        (50,487)******Net Cash Provided (Used) By Operating Activities**
        
        **(415,461)**
        
        
        (4,000)
        
        
        **(462,147)**
        
        
        (4,000)
        
        
        (526,174)******Cash Flows From    Investing Activities**
        
        
        
        
        
        
        
        ****Proceeds from Discontinued Operations
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        60,027******Net Cash Provided (Used)    From Investing Activities**
        
        **0**
        
        
        0
        
        
        **0**
        
        
        0
        
        
        60,027****
        
        
        
        
        
        
        
        ******Cash Flows From    Financing Activities**Changes in Notes Payable
        
        **450,000**
        
        
        -
        
        
        **450,000**
        
        
        -
        
        
        450,000Change in Additional Paid-In Capital
        
        **6,000**
        
        
        4,000
        
        
        **52,725**
        
        
        4,000
        
        
        56,725Changes in Line of Credit
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -******Net Cash Provided (Used) From Financing Activities**
        
        **456,000**
        
        
        4,000
        
        
        **502,725**
        
        
        4,000
        
        
        506,725.
        
        
        
        
        
        
        
        ******(Decrease) Increase In    Cash**
        
        **40,539**
        
        
        0
        
        
        **40,578**
        
        
        0
        
        
        40,578.**Cash, Beginning Of    Period**
        
        **39**
        
        
        0
        
        
        **0**
        
        
        0
        
        
        0.**Cash, End Of Period**
        **$**
        **40,578**
        ****
        $
        0
        ****
        **$**
        **40,578**
        
        $
        0
        
        $
        40,578..**Cash Paid During The    Period For**Interest
        **$**
        **-**
        ****
        $
        -
        ****
        **$**
        **-**
        
        $
        -
        
        $
        -Income Taxes
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        - The accompanying notes are an integral part of these consolidated financial statements. 5    Table of Contents  
 **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) **Deficit****Accumulated**
        
        
        **Total****Common Stock,**
        
        
        **Additional**
        
        
        **During**
        
        
        **Stockholders'****$.001 par value**
        
        
        **Paid-In**
        
        
        **Development**
        
        
        **Equity****Shares**
        
        
        **Amount**
        
        
        **Capital**
        
        
        **Stage**
        
        
        **(Deficiency)**Shares issued to foundersin April 1986
        
        1,000,000
        
        $
        1,000
        
        $
        1,000
        
        $
        -
        
        $
        2,000.Net loss for the periodApril 14, 1986 (inception)to December 31, 1986
        
        -
        
        
        -
        
        
        -
        
        
        (1,950)
        
        
        (1,950).Balances, December 31, 1986
        1,000,000
        
        
        1,000
        
        
        1,000
        
        
        (1,950)
        
        
        50.Net income (loss) for theyear ended:December 31, 1987
        
        -
        
        
        -
        
        
        -
        
        
        (10)
        
        
        (10)December 31, 1988
        
        -
        
        
        -
        
        
        -
        
        
        (10)
        
        
        (10)December 31, 1989
        
        -
        
        
        -
        
        
        -
        
        
        (10)
        
        
        (10)December 31, 1990
        
        -
        
        
        -
        
        
        -
        
        
        (10)
        
        
        (10)December 31, 1991
        
        -
        
        
        -
        
        
        -
        
        
        (10)
        
        
        (10)December 31, 1992
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1993
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1994
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1995
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1996
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1997
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1998
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 1999
        
        -
        
        
        -
        
        
        -
        
        
        -
        
        
        -December 31, 2000
        
        -
        
        
        -
        
        
        -
        
        
        (850)
        
        
        (850)December 31, 2001
        
        -
        
        
        -
        
        
        -
        
        
        (3,600)
        
        
        (3,600).Balances, December 31, 2001
        1,000,000
        
        
        1,000
        
        
        1,000
        
        
        (6,450)
        
        
        (4,450) 6   **ROCKY POINT PHARAMACEUTICALS INC.
  (A Developmental Stage Company)** CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Continued)
 (UNAUDITED) **Deficit****Accumulated**
      
      
      **Total****Common Stock,**
      
      
      **Additional**
      
      
      **During**
      
      
      **Stockholders'****$.001 par value**
      
      
      **Paid-In**
      
      
      **Development**
      
      
      **Equity****Shares**
      
      
      **Amount**
      
      
      **Capital**
      
      
      **Stage**
      
      
      **(Deficiency)**.Balances, December 31, 2001
      1,000,000
      
      
      1,000
      
      
      1,000
      
      
      (6,450)
      
      
      (4,450).Net loss of Rocky PointPharmaceuticals, Inc. forthe period January 1, 2002to June 26, 2002
      
      -
      
      
      -
      
      
      -
      
      
      (3,100)
      
      
      (3,100)Acquisition of Luong DaeSolutions, Inc. on June 26, 2002(reverse acquisition accounting)
      11,000,000
      
      
      11,000
      
      
      (1,000)
      
      
      9,550
      
      
      19,550.Net loss of Luong Dae Solutions,Inc. for the period May 7, 2002(inception) to June 30, 2002
      -
      
      $
      -
      
      $
      -
      
      $
      (119,549)
      
      $
      (119,549).Balances, June 30, 2002
      
      12,000,000
      
      
      12,000
      
      
      -
      
      
      (119,549)
      
      
      (107,549).Shares issued to officer inAugust 2002 for services
      
      1,000,000
      
      
      1,000
      
      
      -
      
      
      -
      
      
      1,000.Return and cancellation of sharesin connection with dispositionof Luong Dae Solutions, Inc.on March 31, 2003
      
      (11,000,000)
      
      
      (11,000)
      
      
      -
      
      
      -
      
      
      (11,000).Net income for the year endedJune 30, 2003
      
      -
      
      
      -
      
      
      -
      
      
      115,848
      
      
      115,848.Balances, June 30, 2003
      
      2,000,000
      
      
      2,000
      
      
      -
      
      
      (3,701)
      
      
      (1,701) 7    **ROCKY POINT PHARAMACEUTICALS INC.
  (A Developmental Stage Company)** CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Continued)
 (UNAUDITED) **Deficit****Accumulated**
      
      
      **Total****Common Stock,**
      
      
      **Additional**
      
      
      **During**
      
      
      **Stockholders'****$.001 par value**
      
      
      **Paid-In**
      
      
      **Development**
      
      
      **Equity****Shares**
      
      
      **Amount**
      
      
      **Capital**
      
      
      **Stage**
      
      
      **(Deficiency)**.Balances, June 30, 2003
      
      2,000,000
      
      
      2,000
      
      
      -
      
      
      (3,701)
      
      
      (1,701).Shares issued on July 22, 2003
      69,000
      
      
      69
      
      
      -
      
      
      -
      
      
      69.Shares issued to officer onJune 11, 2004 for services
      11,000,000
      
      
      11,000
      
      
      -
      
      
      -
      
      
      11,000.Balances, June 30, 2003
      
      2,000,000
      
      
      2,000
      
      
      -
      
      
      (3,701)
      
      
      (1,701).Shares issued on July 22, 2003
      69,000
      
      
      69
      
      
      -
      
      
      -
      
      
      69.Shares issued to officer onJune 11, 2004 for services
      11,000,000
      
      
      11,000
      
      
      -
      
      
      -
      
      
      11,000.Acquisition of FFH Internationalon June 30, 2004
      
      11,000,000
      
      
      11,000
      
      
      2,139
      
      
      -
      
      
      13,139.Forgiveness of loans payable byofficer on June 30, 2004
      
      -
      
      
      -
      
      
      6,401
      
      
      -
      
      
      6,401.Net loss for the year endedJune 30, 2004
      
      -
      
      $
      -
      
      $
      -
      
      $
      (15,769)
      
      $
      (15,769).Balances, June 30, 2004
      
      24,069,000
      
      
      24,069
      
      
      8,540
      
      
      (19,470)
      
      
      13,139.Capital Contribution byPresident in Nov 2004
      -
      
      
      -
      
      
      4,000
      
      
      -
      
      
      4,000Return and Cancellation ofShares Due to Dispositionof FFH on June 30, 2005
      
      (11,000000)
      
      
      (11,000)
      
      
      -
      
      
      -
      
      
      (11,000)Net Loss for the Year EndedJune 30, 2005
      
      -
      
      
      -
      
      
      -
      
      
      (6,139)
      
      
      (6,139)Balances, June 30, 2005
      
      13,069,000
      
      
      13,069
      
      
      12,540
      
      
      (25,609)
      
      
      -  The accompanying notes are an integral part of these consolidated financial statements. 8    Table of Contents **ROCKY POINT PHARAMACEUTICALS INC.
  (A Developmental Stage Company)** CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Continued)
 (UNAUDITED) **Deficit****Accumulated**
      
      
      **Total****Common Stock,**
      
      
      **Additional**
      
      
      **During**
      
      
      **Stockholders'****$.001 par value**
      
      
      **Paid-In**
      
      
      **Development**
      
      
      **Equity****Shares**
      
      
      **Amount**
      
      
      **Capital**
      
      
      **Stage**
      
      
      **(Deficiency)**.Balances, June 30, 2005
      
      13,069,000
      
      
      13,069
      
      
      12,540
      
      
      (25,809)
      
      
      -.Capital Contribution byOfficers in December 2005
      
      -
      
      
      -
      
      
      46,725
      
      
      -
      
      
      46,725.Shares issued for License onJanuary 2, 2006
      100,000
      
      
      100
      
      
      -
      
      
      -
      
      
      100.Capital Contribution byPresident in January 2006
      -
      
      
      -
      
      
      6,000
      
      
      -
      
      
      6,000.Net Gain (Loss) for PeriodEnded March 31, 2006
      
      -
      
      
      -
      
      
      -
      
      
      30,353
      
      
      30,353.Balances, March 31, 2006
      
      13,169,000
      
      $
      13,169
      
      $
      65,265
      
      $
      4,744
      
      $
      83,178 The accompanying notes are an integral part of these consolidated financial statements. 
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1  BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company's financial position and the results of its operations for the periods presented. This information should be read in conjunction with the Company's consolidated financial statements and notes thereto for the fiscal year ended June 30, 2005. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the annual financial statements for the fiscal year ended June 30, 2005, has been omitted. The results of operations for the three or nine month periods ended March 31, 2006 are not necessarily indicative of results for the entire year ending June 30, 2006.  **NOTE 2OPERATIONS** Organization 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 30, 2004 the Company  acquired, in a stock-for-stock exchange, 100% ownership of Food for Health  International, LLC (“FFH”).  Under the  Agreement and Plan of Reorganization, FFH was required to meet a minimum sales  volume by June 30, 2005 or a claw-back provision could be exercised.  Under the claw-back provision, FFH would return  and relinquish all rights to the 11,000,000 shares of the Company’s class A  common stock and retrieve all of the FFH shares held by the Company.  As FFH was unable to achieve the required  sales volume, on June 30, 2005 the claw-back option was exercised resulting in  the separation of the two companies.  The  Company no longer has any interest in or association with FFH.  Accordingly, this report and the Company’s  financial statements reflect only the ongoing operations of Rocky Point  Pharmaceuticals, Inc., and all adjustments necessary to properly reflect the  separation have been noted in the Company’s prior annual filing for the fiscal  year ended June 30, 2005. Developmental Stage Activities Since its inception the Company has been a  development stage company.  Since March  of 2005, the Company has been researching and developing a plan of operations for the implantation of an online  classified business, however due to the limited nature of the operations the  Company remains in the developmental stages.  9   Table of Contents  NOTE 2 OPERATIONS (continued) Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has achieved a cumulative net gain of $4,744 for the period from May 7, 1986  to March 31, 2006. Such amount is not sufficient to maintain operations. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its operations. However, there is no assurance that the Company will be successful in accomplishing these objectives. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Property Lease On December 1, 2005 the Company entered into a  one year lease for the rental of office space at 220 East 3900 South, Salt Lake City, Utah.  The lease required an initial payment of  $500 and subsequent payments of $500 per month for twelve months ending  November 30, 2006.  Each lease payment is  due and payable on the first of each month.   This lease has been deemed to be an operating lease and accordingly has not otherwise been  disclosed in the financial statements. License Agreement On January 2, 2005, the Company obtained from  Team International Marketing, Inc., a License Agreement to use, sale,  distribute or otherwise sublicense an Online Classified System developed by DBC  Systems, Inc.  The License included the  rights to DBC System’s advanced crawl technology and their business process and  utility patent.  Terms of the License  Agreement required the Company to issue 100,000 shares of its class A common  stock and execute a note for $450,000.   The shares were issued at par.   The note requires payments of $25,000 per year for four years beginning  on April 5, 2006, and a balloon payment of $350,000 on April 5, 2010. Online Activities On February 21,  2006, the Company registered the internet domain name “Ads4SaleOnline.com” to  establish an online presence and begin to implement its online business  activities.  Initially, all classified  and other online advertising will be marketed in conjunction with this web  site.  All sales revenue reflected in  these financials have been made under the agreement to provide advertising via  the Ads4SaleOnline.com site. 10   Table of Contents  NOTE 3 RELATED PARTY TRANSACTIONS *Unless otherwise disclosed, all significant balances  and transactions entered into by the Company with its officers, directors,  shareholders or with companies related by virtue of common ownership or common  directors are completely reflected and disclosed in the financial statements.* From time to time  the Company’s officers and directors have made capital contributions or  advanced to the Company short term loans to cover expenses.  During the month of January 2006, the  President made a capital contribution to the Company of $6,000 to cover ongoing  expenses.  The Company has no obligation  to repay this amount nor has the Company made any in-kind promises or  agreements with the Company’s President in consideration of this  contribution.  Currently, there are no  outstanding loans or balances owed to any of the Company’s officers, directors  or shareholders. On January 2, 2006,  the Company obtained a License Agreement from Team International Marketing,  Inc., (see Note 2 above).  Currently Mark  J. Timothy, serves as President of both Rocky Point Pharmaceuticals, Inc., and  Team International Marketing, Inc.   Additionally, Mr. Timothy is Team International Marketing’s sole  shareholder.  Prior to executing the  agreement, Mr. Timothy fully disclosed the possible conflict of interest to  Rocky Point Pharmaceuticals’ other board members who subsequently unanimously  voted to enter into the transaction. On March 3, 2006,  the Company executed an advertising agreement with AMA Services Inc.  (“AMA”).  Under the agreement, the Rocky  Point Pharmaceuticals Inc., is to provide advertising to promote AMA’s business  using the Ads 4 Sale Online classified services.  Neil E. Crabtree, who has served as the  Company’s Secretary, Treasurer and CFO, currently serves as AMA’s President,  and is AMA’s sole shareholder and director.   Prior to executing the agreement, Mr. Crabtree fully disclosed the  possible conflict of interest to Rocky Point Pharmaceuticals’ other board members  who subsequently unanimously voted to enter into the transaction. On March 29, 2006,  the Company executed an advertising agreement with Team International Marketing  Inc. (“Team International”).  Under the  agreement, the Rocky Point Pharmaceuticals Inc., is to provide advertising to  promote Team International’s business using the Ads 4 Sale Online classified  services.  As indicated previously, Mark  J. Timothy currently serves as President of both companies and is Team  International’s sole shareholder.  Prior  to executing the agreement, Mr. Timothy fully disclosed the possible conflict  of interest to Rocky Point Pharmaceuticals’ other board members who  subsequently unanimously voted to enter into the transaction. On March 31, 2006,  the Company executed an advertising agreement with Rocky Point Inc.,  (“RPI”).   Under the agreement, the Rocky Point Pharmaceuticals Inc., is to provide  advertising to promote RPI’s business using the Ads 4 Sale Online classified  services.  Neil E. Crabtree, who has  served as the Company’s Secretary, Treasurer and CFO, currently serves as RPI’s  President, and is RPI’s sole shareholder and director.  Mr. Crabtree fully disclosed the possible  conflict of interest to Rocky Point Pharmaceuticals’ other board members who  subsequently unanimously voted to enter into the transaction. There have been no  other related party transactions and currently, there are no outstanding loans  or balances owed to any of the Company’s officers, directors or  shareholders.  All transactions between  the Company and its officers, directors or shareholders have been conducted in  the normal course of operations and were measured at the exchange amount, which  represented the amount of consideration established and agreed to by the  related parties. All transactions  between the Company and its officers, directors or shareholders have been  conducted in the normal course of operations and were measured at the exchange  amount, which represented the amount of consideration established and agreed to  by the related parties.   11   Table of Contents  
 Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations Forward-looking Statements Certain statements contained in this Quarterly  Report constitute "forward-looking statements". These statements,  identified by words such as “plan”, "anticipate",  "believe", "estimate", "should", "expect"  and similar expressions, include our expectations and objectives regarding our  future financial position, operating results and business strategy. These  statements reflect the current views of management with respect to future  events and are subject to risks, uncertainties and other factors that may cause  our actual results, performance or achievements, or industry results, to be  materially different from those described in the forward-looking statements.  Such risks and uncertainties include those set forth under the caption  "Management's Discussion and Analysis or Plan of Operation" and  elsewhere in this Quarterly Report. We advise you to carefully review the  reports and documents we file from time to time with the United States  Securities and Exchange Commission (the “SEC”), particularly our Annual Reports  on Form 10-KSB and our Current Reports on Form 8-K. Additionally, these statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, the Company's dependence on limited cash resources, and its dependence on certain key personnel within the Company. Accordingly, actual results may differ, possibly materially, from the predictions contained herein. RESULTS OF  OPERATIONS As the Company is no longer associated with FFH and is only in the initial stages of implemented its new Plan of Operations in relation to the online classified business, any comparisons of past performance would not be relevant and may be deemed to be misleading. Therefore, we will not provide any discussion of performance for the Three and Six Month Periods  Ended December 31, 2004 nor provide any comparisons with prior periods. Rather we will only focus on providing any overview of our anticipated Plan of Operations for the future. a)         Revenues. The Company reported gross  revenues of $45,060 for the fiscal quarter which ended March 31, 2005, and for the  period beginning July   1, 2005 and ending March 31, 2006.  These revenues were derived exclusively from  sales of advertising in conjunction with the Ads 4 Sale Online operations.  All sales to date have been generated through  personal contacts between the Company’s executives and affiliated  organizations.  The Company’s planned  marketing programs and promotional activities including all the formation of  media alliances and all internet promotional marketing are anticipated to be  effectuated beginning in June, 2006.   Once the planned marketing programs and promotional activities are  implemented and we have more operational history with the online advertising  business, management will evaluate the effectiveness of the programs and the  acceptance of the Company’s product offerings in relation to our business plan.   12   Table of Contents b)         Cost of Revenues. The Company reported no cost  of revenues for the fiscal quarter which ended March 31, 2006 or for the period  beginning July 1, 2005 and ending March 31, 2006.    As there was no direct expense associated  with the advertising revenue, all costs of operations were recorded as general  and administrative expenses.  The lack of  direct costs associated with the Company’s advertising revenue is due to the  limited operational activities the Company has generated to this point.  Management anticipates that in the future,  direct cost of revenues will range between 40% of sales during the first year  of operations down to approximately 18% of sales after year five. (See accompanying  pro-forma financials which are provided later in this report). c)         General and Administrative  Expenses. The Company reported general and  administrative expenses of $7,521 for the fiscal quarter which ended March 31,  2006, and $14,707 for the period beginning July 1, 2005 and ending March 31,  2006.  The general and administrative  expenses are primarily attributable to consulting, accounting and other  professional fees.  These expenses also  include costs for office rental, office supplies, and travel.  The Company anticipates that these expenses  will grow substantially over the next 24 months as the marketing programs come  on line. d)         Net Gain. The Company reported a net gain  of $37,539 for the fiscal quarter which ended March 31, 2006 and a net gain of  $30,353 for the period beginning July 1, 2005 and ending March 31, 2006.  These gains were greater than anticipated  given the limited operational activities for the Company.  The basis for these unanticipated gains for  the last quarter is based solely on the Company’s ability to market advertising  to affiliated companies and organizations.   As we do not anticipate having reoccurring sales to these companies and  organizations, the Company anticipates experiencing operating losses for the  next several quarters until the Company can obtain the necessary funding to  fully implement its plan of operations. OVERVIEW OF ADS 4 SALE ONLINE’S PLAN OF OPERATIONS   13   Table of Contents In  February 2006, the Company registered the web domain name  “ads4saleonline.com.”  Subsequently, on  February 23, 2006, the Company organized and incorporated a 100% wholly-owned  subsidiary under the name “Ads 4 Sale Online, Inc.”   Subsequent  to the incorporation of Ads 4 Sale, the Company transferred all ownership and  rights for both the License Agreement and the domain name to their subsidiary -  Ads 4 Sale Online, Inc.  Under this  subsidiary the Company will specialize in marketing online classified  advertising in local media markets.  Ads  4 Sale will partner with offline media sources  (radio, television or newspapers) in the top fifty media markets in the United States  to offer a locally branded online classified marketplace.  Ads 4 Sale  offers local media companies a reliable, high-quality alternative to in-house  resources for online classified advertising. Within  each media market, Ads 4 Sale will focus our sales efforts on small to medium  sized local businesses which are looking for a local venue to advertise and  sell their products.  Our secondary  market will include selling advertising space on our classified websites to national  companies looking for a local audience.   One of Ads 4 Sale's primary objectives is to establish ourselves as the  premier provider of classified advertising in the country. Industry  competition comes in several forms, the most significant being print media  companies which are the entrenched leaders in local classified  advertising.  There are also online  classified companies which provide a variety of local and national classified  services.  Some provide a full menu of  classified offerings, such as Craig’s List, and Yahoo classifieds.  While Craig’s List is the largest of the  online classified providers, it is a pure community resource which has grown by  word of mouth, and does not market itself to the business community.  Our advantage over this approach is that our  model allows us to be both a community resource and a commercially viable  venture.  Other competitors, such as  Cars.com, serve only a limited market.   Our advantage over these companies is that we will offer a full suite of  classified services. Ads  4 Sale anticipates expanding quickly to cover  the major population areas of the United States.  Our basic classified services will be offered  to the public for free; however, we will aggressively market paid upgrades to  enhance their free ads.  Our fees for  business classified advertising and online advertising will be competitive in  the marketplace.  Under this approach, we  anticipate project revenues will exceed $30,000,000 in the first year, and  reach nearly $600,000,000 by year 5. Using  our model we believe it is possible to achieve income before interest and taxes  (IBIT) in excess of $440,000,000 by the end of year 5 with net profit margins  in excess of 50%.  This projection assumes  that the Company will be able to obtain its initial funding requirements and  avoid any future cash flow problems, as well as meet all of our projections for  product development and sales.  14   Table of Contents OBJECTIVES. The  Company's objective is to create an online classified media marketplace which  is local in nature but global in reach.   We hope to effectively integrate offline media sources (television,  radio and newspapers) with our unique online classified media marketing system  to capture a portion of the burgeoning local online advertising market.  According to a recent Borrell Associates  study, businesses will spend an estimated $4.1 billion on local online  advertising in 2006, swelling to an expected $8.6 billion in 2011.  To capture a significant portion of this  revenue, we will establish relationships with media partners in the top 50 US media markets  and create local online classified marketplaces, promoted by our media partners  and powered by our online systems.  To  achieve this, our specific goals include: 1.         Establishing in conjunction with our  media partners, local online classified advertising operations in 10 of the top  20 media markets by the end our first full year of operations; 2.         Leveraging our product by licensing use  of our systems to licensees in 20 of the top 50 media markets by the end of our  second year of operations; and 3.         By the end of our third year of  operations, licensing the remaining 20 territories, thus establishing local  online classified marketplaces in each of the top 50 US media markets. Currently,  there is no clear leader, or strategy, in local online classified advertising.  We believe that by integrating offline media  sources with our online programs, our model will capture a significant portion  of the resources allocated to local online advertising.  Moreover, by developing this model and  entering the marketplace early, we will become, and remain, a leader in local  online advertising.  FACTORS THAT MAY AFFECT OPERATIONAL  RESULTS. Based  on our research, our principal advertising customers are local businesses which  target local or regional audiences.   According to industry estimates these businesses spend over $100 billion  on advertising each year, but only 3% of those advertising dollars have  migrated online.  Initially we will  target five market segments: Automobile Sales and Services; Employment  Recruiting; Real Estate Sales and Related Services; Recreational Vehicles Sales  and Services; and Pet Services.  Our  research has indicated that these five segments hold the highest probability of  drawing advertising dollars and online activity to our affiliated online sites.  However, there is no assurance that advertising  dollars directed to online providers will grow as projected or that the five  market segments we anticipate focusing on will attract sufficient advertising  revenue or online interest or activity to meet our financial projections.  15   Table of Contents Additionally,  there are several general and specific factors that may affect our success and  operating results which include: The  Company’s ability to raise the required start-up capital;
    The  Company’s ability to effectuate contractual relationships with major media  partners;
    The  Company’s ability to properly staff the operation;
    The  Company’s ability to develop and maintain adequate computer software and  hardware systems;
    Market  acceptance of the local online advertising model in the various media markets;  and
    Overcoming  the competitive advantages of current providers of both print media and other  online classified services.. START UP SUMMARY. The  Company anticipates rolling out the  business operations in three phases.  During Phase One, we will work to  establish media alliances and develop online operations for 10 of the top 20 US  media markets.   Our goal is to  complete this phase over the next two to three years.  If the Company is able to successfully  complete Phase One, we will then work to market and establish license  agreements with independent operators for approximately 20 additional media  markets across the United    States.   The Company hopes to achieve this objective within three to four years  after completing Phase One.  Phase Three  will include both the establishment of additional internally managed markets  and engaging additional licensees for smaller market areas.  Eventually, the Company hopes to have local  online classified operations in each of the top 50 US media markets. The Company estimate that start up  capital requirements will range between $375,000 and $500,000.  These funds will be used to develop software,  establish technology facilities; a telemarketing center; and branch offices in  the first ten media markets.   Additionally, funds will be used  to hire sales staff and programmers and to ensure that the company is  adequately capitalized during Phase One of operations.  The Company anticipates funding these  start-up costs through a combination of debt and equity financing. SERVICES  TO BE PROVIDED. Ads 4 Sale Online, Inc., will  provide a suite of online classified advertising systems.  Our suite of products and services will cover  five vertical market segments:   Automobile Sales and Services; Employment Recruiting; Real Estate Sales  and Related Services; Recreational Vehicles Sales and Services; and Pet  Services. 16   Table of Contents The Company plans to deploy their  systems in alliance with major offline media sources (television stations,  radio stations, newspapers) in the top fifty media markets in the United States.  The Company's systems will power classified  advertising websites utilizing the branding of these local media sources.  Traffic will be driven to these websites  through a combination of online and offline promotion.  Classified advertising space will be offered  to both individual consumers and to businesses. We anticipate offering free online classified  advertising space to individuals for basic classified advertisements.  Individuals will be provided an option to  upgrade the service based on a schedule of fees for each market segment.  These upgrades will include adding color,  pictures, videos, email notifications and other enhancements to improve  visibility and increase the probability of selling the advertised items. The Company will also aggressively  market the classified services to businesses in each local market.  Local businesses will be able to purchase  blocks of classified advertising space on a monthly or subscription basis.  Various upgrades and services will be  available to the businesses to improve there advertising.  All services and upgrades will be offered  based on a schedule of fees for each market segment. MARKET ANALYSIS SUMMARY. Online classified  advertising is experiencing phenomenal growth. According to the Pew Internet  Project September 2005 tracking poll, 22% of online adults, or about 32 million  Americans, have used online classified ads for selling items or for other  activities.  According to data from  comScore Media Metrix in September 2005, visits to classified ad web sites have  grown by 80% from the previous September.   On a typical day, 2% of Internet users will sell something online.  Spending on local online advertising is also  growing rapidly.  US businesses  currently spend over $100 billion annually on advertising targeted to local or  regional audiences.  Currently only 3% of  that advertising has migrated online, however this percentage is quickly  changing.  Spending on local online  advertising totaled approximately $3.9 billion in 2005, a 46% increase over the  $2.7 billion spent in 2004.  (Borrell  Associates) Ads 4 Sale plans to roll out its suite of products  in the top 50 media markets over a three year period and will focus on three  customer groups and five vertical online market segments, thus segmenting the  market both horizontally and vertically. a)  Horizontal Segmentation. Horizontally we will focus  on three main customer groups: Individual Consumers, Local Businesses, and  National Advertisers.  Important  Statistics and our marketing approach for each customer group are described  below:  17   Table of Contents 1.    Individual Consumers: Visits  to classified ad websites grew by more than 80% in 2005.  A survey by the Pew Internet & American  Life Project shows that on a typical day, 2% of Internet users (App. 3 million  people) sell something online.  To  captivate this growing market, Ads 4 Sale will offer basic classified  advertising as a free service to individual consumers.  Experience has shown that many of those  consumers who place a free advertisement will upgrade to a fee based service,  such as adding pictures, bolding, highlighting, adding hyperlinks, or preferred  placement. 2) Local Businesses: It  is estimated that online advertising totaled approximately $3.9 billion in 2005  (a 46% increase over the $2.7 billion spent in 2004).  These figures are expected to grow to $4.1  billion in 2006 and $8.6 billion over the next five years.  Using Ads 4 Sale ’s systems, those businesses  seeking a local portal to web based customers will be able to place classified  advertisements as well as various other types of web based advertising.  These services will be offered under a  competitive fee-schedule which may vary from market to market in order to  capture maximum revenue. 3)  National  Advertisers: After  the first year, or as soon as Ads 4 Sale has established operations in 10 of  the top 20 media markets our national account managers will begin to market ad  space on all our affiliated websites.   This national exposure will allow us to draw advertising revenue from  the major national advertisers.  Fees  will be competitive priced and based on the cumulative total number of hits  over all affiliated websites. b)  Vertical Segmentation The number of vertical  segments which could be exploited by Ads 4 Sale is as large, if not larger,  than the classified section of any major metropolitan daily newspaper.  While over the course of time, the Company  anticipates expanding our operations to provide services for most of the  classifications covered by the print media; our greatest focus and anticipation  for revenue will be on three major vertical marketing segments: Automobile  Sales and Services, Employment Services, and Real Estate Sales and  Services.  Each of these areas have a  proven track record of sales through online classified advertising and appear  to be growing rapidly as access and acceptance of the internet continues to  expand.  In addition, to these three key  segments, our initial efforts will also include classified services and online  advertising for Recreational Vehicle Sales and Services and Pet Services.  While these segments are not expected to  perform as well as our three key areas, our research indicates that they drive  heavy traffic to both print media and online classified services.  Relevant statistics for the three key  marketing segments and our marketing approach for all five segments are  provided below.  18   Table of Contents 1) Automobile Sales and Services: Car  shoppers are increasingly looking to online sources in their car buying  process.  In 2004, Web sites generated  22% of all new-car sales. (J.D. Power & Associates)  Likewise, over the past decade  person-to-person auto sales have increased by more than 20 percent.  Additionally, in 2004, for the first time,  the Internet scored higher than the newspaper among car seekers looking for  automotive price and vehicle information.   The increase in use of the Internet has ignited an increase in online  automotive advertising.  In 2004, the  overall automotive advertising category grew at a rate of about 2%, while the  Internet portion grew 51.5% to $1.2 billion. Our  target customers in this segment are individuals, independent auto dealers,  franchise auto dealers and auto service and accessory businesses.   Individuals will be provided a free listing.  Electronically generated notices will be sent  to each free listing promoting all available upgrades including adding  pictures, highlights, and expanded area for descriptions.  Automobile dealers and the service and  accessory businesses will be given free space for the name and logo.  Revenue will be generated from monthly  subscription fees for advertising specific vehicles, services or accessories. 2) Employment Recruiting: Our  research indicates the market for employment services is approximately 10 times  the automotive market segment.   In 2003,  small businesses spent over $3 billion on help wanted classifieds.  Most of the spending was directed to locally  owned newspapers.   However, in 2004 the  revenues of online job boards had growth rates that were nearly three times the  rate of newspaper classifieds.  While  mega sites such as Monster.com are capturing a significant portion of this  growth, most local businesses prefer to utilize advertising that is focused on  potential employees already living in or associated with the local  community.  As on-line classified  services can fulfill this need they will likely capture even a larger portion  of the newspaper classified advertisers. As  we believe that small to mid size businesses with between 5 to 500 employees  are the most likely to use local advertising to attract employees, we will  initially focus on these businesses.   However, as we increase the number of markets we serve, we will expand  our focus to include larger businesses who are seeking employees both locally and  nationally. 3) Real Estate Sales and  Related Services   19   Table of Contents Moreover,  online spending in this area is expected to grow by 55% in 2006 and is  anticipated to overtake newspaper advertising by 2009.  Along side the growth in online advertising,  the use of the internet for real estate purchases is also growing rapidly.  In 2005, 24% of all buyers indicated they  used the internet to find their home.   This is up from 15% in 2004 and only 2% in 1997.  Realtor.com and the MLS web sites were the  most popular, however sites managed by local brokers and agents drew over 60%  of the hits received by Real Estate sites overall.  While our sites will in part compete with  these other listings, over 33% of all realtors indicated that they advertise on  multiple sites to maximize their exposure.   By utilizing our media partners’ draw, we believe that we will capture a  significant portion of the local agents and brokers business. Our  marketing for this vertical will focus on individual sellers, independent real  estate agents; corporate real estate agents and ancillary businesses.  Here again we will allow individual sellers  to post a free listing with the anticipation of driving revenue though  up-selling photos, enhancements, and other services.  Independent and corporate real estate agents  and brokers will also be given a free listing for the office.  Revenue from these customers will be derived  from monthly subscription fees to allow posting of multiple properties. 4) Recreational Vehicle  Sales and Services: Products  under this category will include motor homes, motorcycles, boats, personal  watercraft, ATV's and snowmobiles.  In  addition we will provide advertising opportunities for services and sales of  accessories.  While verifiable statistics  for Recreational Vehicles are uncertain, growth in this area appears to be  consistent with the growth in the Automotive Vertical. We  will focus our efforts on individual sellers, dealers, and service and  accessory businesses.  Our marketing  approach in this area will mirror the approach used for Automobile Sales and  Services. 5) Pet Sales and Services: While  Pet Sales and Services are generally considered a small category for print  media classified sections, the use of the internet to find and purchase pets is  growing rapidly.  Additionally, the  market for specialty services has dramatically increased as the baby boomers  have aged and pets have taken on a larger role in our society. Our  target customers in this market will be individual pet buyers and sellers, pet  stores, veterinarians, pet hospitals and other pet related businesses.  Free ads and listings will be provided to  drive traffic.  Revenue will be generated  through up-selling photos, enhanced ads and additional advertising space.  20   Table of Contents COMPETITION AND BUYING PATERNS. Classified advertising is,  by and large played out in the local arena.   While there are national and regional players, their success is  predicated on being able to reach and appeal to a local marketplace.  Print media, which still owns the largest  share of this market, will undoubtedly continue to be a major competitor in  this arena; however, as previously described, online classified businesses  continue to erode the dominance of the print markets. While there is a mixture of  local, regional and national players in the online classified marketplace,  there is no clear leader.  We believe  this is where our opportunity lies.  With  our programs and local media tie-ins we will be able to gain a significant  share of the estimated $4 billion to $8.6 billion that local businesses will  spend online each year. The chart below shows the  main competitors in the online classified marketplace.  Most of these sites only serve one vertical  segment (cars, property, apartments, puppydogs, etc.).  The leading site, Craigslist.org, is a true  community classified group of sites which doesn't charge for its services.  It started out as a San Francisco phenomenon which has spread via  "word of mouth" to become a worldwide grouping of classified  websites.  We will offer the same  community-feel by offering free services to individuals.  We will also exploit the commercial  possibilities and anticipate rapid growth through our association with local  offline media sources.  (Source:  comScore Media Metrix, September 2005). **Classified  Sites September 2005 v. September 2004**  Visits per DaySept 2004
        Sept 2005
        % Change
        % of MarketTotal Internet Audience
        158,042
        169,232
        7%
        -Classified
        14,626
        26,349
        80%
        -Craigslist.org
        3,425
        8,764
        156%
        33%Trader Publishing Company
        4,305
        8,180
        90%
        31%Cars.com
        2,767
        3,749
        35%
        14%Apartments.com
        1,560
        2,102
        35%
        14%Abracat Property
        1,364
        959
        (30%)
        4%Homescape.com
        596
        826
        39%
        3%Puppydogweb.com
        590
        799
        35%
        3%Livedeal.com
        767
        797
        4%
        3%Tribe Networks, Inc.
        N/A
        721
        N/A
        3%Helpwanted.com
        964
        685
        (29%)
        3%Yahoo! Classifieds
        979
        573
        (42%)
        2%Uscity.net
        199
        426
        113%
        2%Backpage.com
        N/A
        417
        N/A
        2%Myspace Classifieds
        N/A
        401
        N/A
        2%Hoobly.com
        221
        388
        75%
        1%
  21   Table of Contents MARKETING STRATEGY. Ads  4 Sale hopes to  position itself as the premier provider of online classified advertising  services.  Our marketing strategy will be  focusing its local online classified advertising business in the top 50 media  markets in United States.  Through our strategic alliances with the top  offline media sources in each media market we plan to establish customer  awareness and drive traffic to our websites.   With this awareness we will become a valuable resource to local  businesses.  Under our strategy, we will  employ differing approaches throughout both the vertical and horizontal  segments. a)   Individuals Individuals  will be driven to our websites by advertising through our offline media  partners.  Likewise, the sites will be  branded with the local media source. Under  each of our online verticals, individuals will be able to use our services free  of charge for basic advertisements.  We  anticipate that many of these advertisers will upgrade to fee based  services.  These upgrades will be at the  discretion of the individual and will not require active solicitation by Ads 4  Sale.   These transactions will be  automated and will take place online through a secure internet connection.  All orders will be charged to Visa,  Mastercard, or American Express.  By  ensuring that the website is easy to navigate as well as simple to order from,  Ads 4 Sale will be ensuring that those who place an advertisement on our  website will be able to easily upgrade their ad.  This last point is essential.  Research indicates that sites which are not  intuitive and easy to use will lose sales which a customer would otherwise  make. b)   Businesses For  each of the verticals excluding Employment Services, the local market will have  a dedicated direct sales force focused on maintaining, developing and acquiring  new commercial advertisers in their specific market.  The target businesses will include car  dealers, real estate brokers and agents, RV dealers, and other local  retailers.  Our sales staff will solicit  their business through direct sales visits to business’ locations. For  the Employment vertical Ads 4 Sale will maintain a dedicated sales force in a  state of the art call-center which will focus on maintaining, developing and  acquiring new clients among the millions of small to medium sized  businesses.   This call center will also  assist in obtaining leads for the regional sales staffs who are marketing the other  verticals.  22   Table of Contents SALES FORCAST. Our  sales forecast is based on the financial performance of DBC Systems, Inc.,  (“DBC”) which is located in Orem,   Utah.  Ads 4 Sale  holds a license agreement to use and distribute DBC’s technology (see License  Agreement which is attached to this report as Exhibit 45 and incorporated by  reference).  DBC has successfully  operated an automobile classified website in association with a major Salt Lake City based  media firm for over two and a half years.   Using DBC’s figures and local demographics, we have extrapolated the  market potential for each of the media markets we intend to develop.  Our pro-forma sales forecast projecting our  anticipated sales over the first five years of operations is provided below.  The forecasted numbers are however subject to  significant risks and are based on important assumptions that may dramatically  affect the actual sales we are able to achieve.   These forecasts should read and evaluated only in conjunction with the  rest of this report which provides information on the associated risks and  assumptions.  Five  Year Pro-Forma Sales Forecasts Sales ForecastYear 1
      
      
      Year 2
      
      
      Year 3
      
      
      Year 4
      
      
      Year 5Sales.Auto Francise Dealer
      $
      1,246,779
      
      $
      6,453,485
      
      $
      9,497,119
      
      $
      12,594,273
      
      $
      16,086,753Auto Upgrade
      
      794,115
      
      
      4,134,176
      
      
      6,118,254
      
      
      8,096,050
      
      
      10,432,995Auto Basic Accessories
      
      217,875
      
      
      1,036,555
      
      
      1,726,443
      
      
      2,278,419
      
      
      2,938,869Auto Premium Accessories
      
      321,210
      
      
      1,584,118
      
      
      2,589,664
      
      
      3,417,628
      
      
      4,397,271Jobs Advertisement
      
      4,675,024
      
      
      24,261,849
      
      
      35,727,774
      
      
      47,150,615
      
      
      60,513,853Jobs Resume DB
      
      2,204,522
      
      
      11,399,754
      
      
      16,787,171
      
      
      22,154,346
      
      
      28,433,242Jobs Standard Recruiting
      
      14,023,324
      
      
      103,549,660
      
      
      152,486,265
      
      
      201,238,994
      
      
      258,273,341Jobs Premium Recruiting
      
      2,407,200
      
      
      18,519,597
      
      
      27,271,786
      
      
      35,991,090
      
      
      46,191,540Real Estate Independent Realtor
      
      525,374
      
      
      2,747,728
      
      
      4,046,278
      
      
      5,339,949
      
      
      6,853,376Real Estate Corporate Realtor
      
      654,885
      
      
      3,379,434
      
      
      4,976,523
      
      
      6,576,611
      
      
      8,428,977Real Estate Owner Upgrade
      
      197,372
      
      
      786,465
      
      
      1,500,526
      
      
      1,980,272
      
      
      2,541,513Real Estate For Sale By Owner
      
      781,611
      
      
      4,103,346
      
      
      6,042,550
      
      
      7,974,466
      
      
      10,234,558RV Dealer
      
      376,636
      
      
      1,953,974
      
      
      2,877,405
      
      
      3,797,365
      
      
      4,873,599RV Upgrade
      
      158,823
      
      
      823,965
      
      
      1,213,363
      
      
      1,601,298
      
      
      2,055,132RV Accessories
      
      376,636
      
      
      1,953,974
      
      
      2,877,405
      
      
      3,797,365
      
      
      4,873,599Pets Stores
      
      111,178
      
      
      576,776
      
      
      849,354
      
      
      1,120,909
      
      
      1,438,592Pets Services
      
      259,409
      
      
      1,345,810
      
      
      1,981,827
      
      
      2,615,454
      
      
      3,356,716License Fees
      
      -
      
      
      3,683,843
      
      
      3,313,465
      
      
      -
      
      
      -Total Sales
      $
      30,649,681
      
      $
      237,702,338
      
      $
      360,508,983
      
      $
      472,975,470
      
      $
      590,369,230Direct Costs of SalesLicense Fees
      $
      1,146,044
      
      $
      4,919,600
      
      $
      4,128,717
      
      $
      6,913,758
      
      $
      7,671,787Design and Layout
      
      11,275,483
      
      
      48,635,997
      
      
      63,283,071
      
      
      77,882,489
      
      
      86,239,442Misc Expenses
      
      125,000
      
      
      500,000
      
      
      750,000
      
      
      1,000,000
      
      
      1,250,000Total Direct Costs of Sales
      $
      12,546,482
      
      $
      54,055,597
      
      $
      68,161,788
      
      $
      85,796,247
      
      $
      95,161,229Net Revenu
      $
      18,103,199
      
      $
      183,646,741
      
      $
      292,347,195
      
      $
      387,178,923
      
      $
      495,208,001
  23    Table of Contents FINANCIAL PLAN. The  following pro-forma financial statements are derived from both the past  performance of DBC Systems Inc., and our research on the market potential for  the online classified business.  The  forecasted numbers are however subject to significant risks and are based on  important assumptions that may dramatically affect the actual financial  performance we are able to achieve.   These forecasts should read and evaluated only in conjunction with the  rest of this report which provides information on the associated risks and  assumptions. **Five Year Pro-Forma Profit and Loss Statement** Pro Forma Profit and LossYear 1
      
      
      Year 2
      
      
      Year 3
      
      
      Year 4
      
      
      Year 5RevenueSales
      $
      30,649,681
      
      $
      237,702,338
      
      $
      360,508,983
      
      $
      472,975,470
      
      $
      590,369,230Direct Cost of Sales
      
      12,546,482
      
      
      54,055,597
      
      
      68,161,788
      
      
      85,796,247
      
      
      95,161,229Gross Margin Percentage
      
      59.06%
      
      
      77.26%
      
      
      81.09%
      
      
      81.86%
      
      
      83.88%ExpensesPayroll
      
      742,000
      
      
      1,034,260
      
      
      1,141,188
      
      
      1,256,244
      
      
      1,325,496Marketing and Promotion
      
      800,000
      
      
      24,000,000
      
      
      36,000,000
      
      
      48,000,000
      
      
      60,000,000Depreciation
      
      3,548
      
      
      5,566
      
      
      7,834
      
      
      9,923
      
      
      10,280Rent
      
      160,000
      
      
      234,000
      
      
      234,000
      
      
      265,000
      
      
      280,000Telephone
      
      8,150
      
      
      10,650
      
      
      13,520
      
      
      18,650
      
      
      23,450Insurance
      
      66,000
      
      
      80,000
      
      
      96,000
      
      
      102,500
      
      
      110,000Payroll Taxes
      
      111,300
      
      
      155,139
      
      
      171,178
      
      
      188,437
      
      
      198,824Travel and Entertainment
      
      120,000
      
      
      150,000
      
      
      175,000
      
      
      225,000
      
      
      275,000Legal and Professional Fees
      
      80,000
      
      
      160,000
      
      
      160,000
      
      
      160,000
      
      
      160,000Accounting Fees
      
      60,000
      
      
      60,000
      
      
      60,000
      
      
      60,000
      
      
      60,000Dues and Subscriptions
      
      2,450
      
      
      2,450
      
      
      2,450
      
      
      2,450
      
      
      2,450Data Management
      
      28,800
      
      
      36,800
      
      
      48,500
      
      
      60,500
      
      
      74,800Office Furniture and Equipment
      
      122,000
      
      
      240,000
      
      
      240,000
      
      
      240,000
      
      
      240,000Postage and Shipping
      
      6,000
      
      
      6,000
      
      
      6,000
      
      
      6,000
      
      
      6,000Office Supplies
      
      12,500
      
      
      25,000
      
      
      36,000
      
      
      48,000
      
      
      60,000Total Operating Expenses
      
      2,322,748
      
      
      26,199,865
      
      
      38,391,670
      
      
      50,642,704
      
      
      62,826,300Earnings Before Interest and Taxes
      
      15,780,451
      
      
      157,446,876
      
      
      253,955,525
      
      
      336,536,519
      
      
      432,381,701Interest Expense
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Taxes Incurred
      
      5,523,158
      
      
      55,106,407
      
      
      88,884,434
      
      
      117,787,782
      
      
      151,333,595Net Profit
      $
      10,257,293
      
      $
      102,340,469
      
      $
      165,071,091
      
      $
      218,748,737
      
      $
      281,048,106Profit as a Percentage of Sales
      
      56.66%
      
      
      55.73%
      
      
      56.46%
      
      
      56.50%
      
      
      56.75%


24



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##### Table of Contents

**FIVE YEAR PRO-FORMA STATEMENT OF CASH FLOWS**

|Pro Forma Statement of Cash Flows            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|-------------------------------------------- | - | ---------- |  | - | ----------- |  | - | ----------- |  | - | ----------- |  | - | -----------
|                                             |   | Year 1     |  |   | Year 2      |  |   | Year 3      |  |   | Year 4      |  |   | Year 5     
|Cash Flows from Operations                   |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Net Income (Loss)                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Adjustments to Reconcile Net Income          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|to Net Cash Provided (used for)              |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Operating Activities                         | $ | 1,025,729  |  | $ | 10,234,047  |  | $ | 16,507,109  |  | $ | 21,874,874  |  | $ | 28,104,811 
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Net Cash Provided (used for)                 |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Operating Activities                         |   | 9,231,564  |  |   | 92,106,422  |  |   | 148,563,982 |  |   | 196,873,864 |  |   | 252,943,295
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Cash Flow from Investigating Activities      |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|                                             |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Capital Investments                          |   | 150,000    |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|Capital Contributions                        |   | 60,000     |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|Investments and Acquisitions                 |   | -          |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Net Cash provided (used for)                 |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Investing Activities                         |   | 510,000    |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|                                             |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Cash Flows from Financing Activities         |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Short Term Loans                             |   | 50,000     |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|Long Term Notes                              |   | 450,000    |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Net Cash Provided (used for)                 |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Financing Activities                         |   | 500,000    |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Net Increase (decrease in cash)              |   | 10,241,564 |  |   | 92,106,422  |  |   | 148,563,982 |  |   | 196,873,864 |  |   | 252,943,295
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Cash & Cash Equivilents, Beginning of period |   | -          |  |   | 10,241,564  |  |   | 102,347,986 |  |   | 250,911,968 |  |   | 447,785,832
|.                                            |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Cash & Cash equivilents, End of period       | $ | 10,241,564 |  | $ | 102,347,986 |  | $ | 250,911,968 |  | $ | 447,785,832 |  | $ | 700,729,127

25



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**Five Year Pro-Forma Balance Sheet**

|Pro Forma Balance Sheet                    |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|------------------------------------------ | - | ---------- |  | - | ----------- |  | - | ----------- |  | - | ----------- |  | - | -----------
|                                           |   | Year 1     |  |   | Year 2      |  |   | Year 3      |  |   | Year 4      |  |   | Year 5     
|Assets                                     |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Current Assets                             |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Cash and Cash Equivilents                  | $ | 10,241,564 |  | $ | 102,347,986 |  | $ | 250,911,968 |  | $ | 447,785,832 |  | $ | 700,729,127
|Accounts Receivable                        |   | 1,545,473  |  |   | 11,985,849  |  |   | 18,178,224  |  |   | 23,849,208  |  |   | 29,768,645 
|Other Current Assets                       |   | 32,000     |  |   | 32,000      |  |   | 32,000      |  |   | 32,000      |  |   | 32,000     
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Current Assets                       |   | 11,819,037 |  |   | 114,365,835 |  |   | 126,184,872 |  |   | 471,667,040 |  |   | 730,529,772
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Long Term Assets                           |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Property Plant and Equipment               |   | 1,200      |  |   | 1,200       |  |   | 1,200       |  |   | 1,200       |  |   | 1,200      
|Accumulated Depreciation                   |   | (3,548)    |  |   | (3,548)     |  |   | (3,548)     |  |   | (3,548)     |  |   | (3,548)    
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Long Term Assets                     |   | (2,348)    |  |   | (2,348)     |  |   | (2,348)     |  |   | (2,348)     |  |   | (2,348)    
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Assets                               | $ | 11,816,689 |  | $ | 114,363,487 |  | $ | 126,182,524 |  | $ | 471,664,692 |  | $ | 730,527,424
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Liabilities                                |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Current Liabilities                        |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Accounts Payable                           | $ | 3,562,045  |  | $ | 8,954,625   |  | $ | 12,792,609  |  | $ | 16,578,497  |  | $ | 20,010,835 
|Short Term Loans Payable                   |   | 50,000     |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|Other Current Liabilities                  |   | 40,000     |  |   | 40,000      |  |   | 40,000      |  |   | 40,000      |  |   | 40,000     
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Current Liabilities                  |   | 3,652,045  |  |   | 8,994,625   |  |   | 12,832,609  |  |   | 16,578,497  |  |   | 20,010,835 
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Long Term Liabilities                      |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Notes Payable                              |   | 450,000    |  |   | 425,000     |  |   | 400,000     |  |   | 375,000     |  |   | -          
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Long Term Liabilities                |   | 450,000    |  |   | 425,000     |  |   | 400,000     |  |   | 375,000     |  |   | -          
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Stockholders' Equity                       |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Stock Issued and Outstanding               |   | -          |  |   | -           |  |   | -           |  |   | -           |  |   | -          
|Paid In Capital                            |   | 520,500    |  |   | 520,500     |  |   | 520,500     |  |   | 520,500     |  |   | 520,500    
|Retained Earnings                          |   | 7,194,144  |  |   | 104,423,362 |  |   | 112,429,415 |  |   | 454,150,695 |  |   | 709,956,089
|.                                          |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Stockholders' Equity                 |   | 7,714,644  |  |   | 104,943,862 |  |   | 112,949,915 |  |   | 454,671,195 |  |   | 710,476,589
|                                           |   |            |  |   |             |  |   |             |  |   |             |  |   |            
|Total Liabilities and Stockholders' Equity | $ | 11,816,689 |  | $ | 114,363,487 |  | $ | 126,182,524 |  | $ | 471,664,692 |  | $ | 730,527,424

26



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##### Table of Contents



**ITEM 3. CONTROLS AND PROCEDURES.**

**Evaluation Of Disclosure Controls And Procedures**

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are, as of the date covered by this Quarterly Report, effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

**Changes In Internal Controls Over Financial Reporting**

In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there have been no changes to our internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.






PART II  OTHER INFORMATION





Item 1 Legal Proceedings

None.




Item 2.


      **Unregistered Sales of Equity Securities and Use of Proceeds.**

On January 2, 2006, the Company  obtained a license agreement from Team International Marketing Inc., (see  Exhibit 45).  As part of the purchase  price of the license agreement, the Company issued 100,000 shares of its class A common stock at par value  to Team International Marketing, Inc.  As the issuance of these shares did not  involve a public offering, the Company’s management believes that the shares  are exempt from registration requirements in accordance with Section 4(2) of  the 1934 Securities and Exchange Act.  All  certificates were branded as Restricted Securities.




Item 3. Defaults Upon Senior Securities

None.



Item 4. Submissions of Matters to Vote of Security Holders.

None.




Item 5. Other Information

On April 15, 2006, Neil E. Crabtree submitted his resignation as an officer and director for the Company and all of its affiliates or subsidiaries.  The Board of Directors appointed Mark  Thompson as Secretary, Treasurer, and CFO.

27



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##### Table of Contents



**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**










Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit No.                                             Description
                ____________________________________________________________________________

45            License Agreement for DBC Systems Online Classified System.

46.1         Rule  13(a)-14(a) / 15d-14(a) Certification by Chief Executive Officer (filed  herewith).

46.2         Rule  13(a)-14(a) / 15d-14(a) Certification by Chief Financial Officer (filed  herewith).

47.1         Section  1350 Certification of Chief Executive Officer (filed herewith).

47.2         Section  2350 Certification of Chief Financial Officer (filed herewith).



(b) Reports on Form 8-K

None.



---






**SIGNATURES**

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|      |             |     | **ROCKY POINT PHARMACEUTICALS INC.**            
|----- | ----------- | --- | ------------------------------------------------
|      |             |     |                                                 
|      |             |     |                                                 
|      |             |     |                                                 
|Date: | May 1, 2006 | By: | */s/ Mark J. Timothy*                           
|      |             |     | **MARK J. TIMOTHY**                             
|      |             |     | President and Chief Executive Officer           
|.     |             |     |                                                 
|.     |             |     |                                                 
|      |             | By: | */s/ Mark J. Timothy*                           
|      |             |     | **MARK  THOMPSON**                              
|      |             |     | Secretary, Treasurer and Chief Financial Officer





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##### Table of Contents

Exhibit 45

**ASSIGNMENT OF LICENSE AGREEMENT**

This Assignment  of License Agreement ("Assignment") is made and entered into as of  the 1st day of December 2005, by and between Team International  Marketing Inc., a Utah corporation, (hereinafter “Assignor”) and Rocky Point  Pharmaceuticals, Inc.  (hereinafter  “Assignee”).



**RECITALS**

WHEREAS, Assignor  owns and controls a perpetual license to assign, sell, distribute or otherwise  convey the use of the Online Classified System developed by DBC Systems, Inc.,  including their advanced crawl technology and their business process and  utility patent which covers 52 applications.  See License Agreement which is attached hereto  and incorporated by reference, (hereinafter “License”); and

WHEREAS, Assignee  has developed a business plan and plan of operations to provide online  classified services in multiple media markets throughout the United States;  and

WHEREAS, Assignee  desires to obtain the rights to the License and to use, sale, distribute or  otherwise sublicense DBC’s Online Classified Systems as part of Assignee’s plan  of operations;

NOW THEREFORE, in  consideration of the mutual promises and covenants contained herein, and for  other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, and intending to be legally bound hereby, the parties  hereby agree as follows:



**AGREEMENT**

A.   ASSIGNMENT.

Assignor does  hereby sale, assign, transfer and set over License to Assignee to have hold and  use the same perpetually subject only to the terms and conditions of this  Assignment and the terms and conditions of the License.

B.   PRICE.

Assignee agrees to pay Assignor the total sum  of $450,000 and 100,000 shares of the Assignor’s class A common stock according  to the following schedule:

Upon the effective date of this Assignment, Assignor  will cause to be issued 100,000 shares of its class A common stock to the  Assignee.  The parties hereto acknowledge  that said shares shall be issued in reliance upon an exemption to the  registration requirements under the Rules and Regulations as promulgated by the  U.S. Securities and Exchange Commission and accordingly will bear a restrictive  legend and shall be restricted from resale.




Assignee shall make five (4) annual payments of $25,000  each.  The first payment shall be due and  payable on April 5, 2006 and each subsequent payment shall be due and payable  on the 5th of April each year through 2009. Assignee shall make a balloon payment of $350,000 on  April 5, 2010.


C.   LATE FEES.

All payments are  due and payable on the dates specified in the preceding schedule.  Notwithstanding, any payment not received by  the Assignor within the five (5) of the due date shall incur a late fee of 1%  of the amount due for each day the payment is late.

D.   LICENSE FEES.

The Assignee  shall be liable to pay DBC Systems, Inc., or its designee all license fees in  accordance with the terms and conditions of the License Agreement.

E.   AUTHORITY.****

Each of the  parties hereto represents to the other that it has the corporate power and  authority to execute, deliver and perform this Assignment, and that this Assignment  is a legal, valid and binding obligation.

F.   GOVERNING LAW.

This Assignment  shall be governed by and construed in accordance with the laws of the State of Utah as to all matters,  including matters of validity, construction, effect, performance and remedies.



IN WITNESS WHEREOF, this Assignment is hereby executed and  shall be effective as of the date and year first written above.



Team International Marketing Inc.                                 Rocky Point Pharmaceuticals, Inc.

By:    /s/ Mark J. Timothy                                             By:  /s/  Mark J. Timothy  
         President                                                                     President



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**LICENSE AGREEMENT**

This License  Agreement ("Agreement") is made and entered into as of the 10th  day of November 2005, by and between PSNet Communications, Inc., a Nevada  Corporation, (hereinafter “Licensor”) and Team International Marketing Inc., a  Utah corporation, (hereinafter “Licensee”).



**RECITALS**

WHEREAS, Licensor  through its wholly owned subsidiary, DBC Systems, Inc., has developed a system  to provide on-line classified services; and

WHEREAS, Licensee  desires to license the above described system to provide local, regional, and  national on-line classified services;

NOW THEREFORE, in  consideration of the mutual promises and covenants contained herein, and for  other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, and intending to be legally bound hereby, the parties  hereby agree as follows:



**LICENSE AGREEMENT**

(a) Grant  of License In consideration of prior funding, Licensor agrees to grant, and  does hereby grant to Licensee a non-exclusive perpetual license to use DBC  Systems’ Online Classified System, (which includes their advanced crawl technology  and their business process and code and utility patent which covers 52  applications).  License shall allow  Licensee to develop on-line classified sites with unlimited number of local,  regional, or national affiliations, subject only to the applicable fees  associated with this Agreement.

(b) Development Costs.  In any case where Licensee requests or  otherwise requires additional development of the On-Line Classified System for  their individual  or assigned usage under  the License Agreement, Licensee agrees to pay all development costs to Licensor  based upon a mutually agreed upon schedule.

Assignability.   Licensee shall have the right to assign, sell, distribute or otherwise  convey the License without restriction.




Fees.  For each  on-line classified site developed or otherwise created and subject to the terms  of this Agreement, Licensee agrees to pay Licensor $10,000 and royalties based upon  a mutually agreed upon schedule but not to exceed 10%.


****

**OTHER PROVISIONS**
   **Complete  Agreement.**

This  Agreement shall constitute the entire agreement between the parties hereto with  respect to the subject matter hereof and shall supersede all prior and  contemporaneous agreements and understandings, whether written or oral, between  the parties with respect to such subject matter.

**Authority.**

Each of the  parties hereto represents to the other that (a) it has the corporate power and  authority to execute, deliver and perform this Agreement, (b) the execution,  delivery and performance of this Agreement by it has been duly authorized by  all necessary corporate action, (c) it has duly and validly executed and  delivered this Agreement, and (d) this Agreement is a legal, valid and binding  obligation, enforceable against it in accordance with its terms subject to  applicable bankruptcy, insolvency, reorganization, moratorium or other similar  laws affecting creditors' rights generally and general equity principles.

**Governing Law.**

This  Agreement shall be governed by and construed in accordance with the laws of the  State of Nevada  as to all matters, including matters of validity, construction, effect,  performance and remedies.



IN WITNESS WHEREOF, the parties hereto have caused this  Agreement to be duly executed and delivered as of the date and year first  written above.



PSNet  Communications, Inc.

By:  /s/ Chad Sayers
                                                President



Team  International Marketing, Inc.

By:  /s/ Mark J. Timothy 
                                                  President

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##### Table of Contents



**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**




Exhibit 46.1

CERTIFICATION  BY CHIEF EXECUTIVE OFFICER
  Pursuant to Rule 13(a)-14(a) / 15d-14(a)
 of the Securities and Exchange Act of 1934

I, Mark Timothy certify  that:

1.   I have reviewed this annual report on Form  10-QSB 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.



May 1, 2006	                                                       /s/  Mark J. Timothy, 
                                                                            CEO,  President and Director





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##### Table of Contents



**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**




Exhibit 46.2

CERTIFICATION  BY CHIEF FINANCIAL OFFICER
  Pursuant to Rule 13(a)-14(a) / 15d-14(a)
 of the Securities and Exchange Act of 1934

I, Mark  Thompson certify  that:

1.   I have reviewed this annual report on Form  10-QSB 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.



May 1 , 2006                                                       /s/ Mark Thompson 
                                                                              CFO,  Secretary, Treasurer





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##### Table of Contents



**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**




Exhibit 47.1



CERTIFICATION OF CHIEF EXECUTIVE 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-QSB for the period ended Marck 31, 2006 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.



May 1 , 2006                                                       /s/  Mark J. Timothy
                                                                            Chief  Executive Officer





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##### Table of Contents



**ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**




Exhibit 47.2



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-QSB for the period ended March 31, 2006 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.



May 1 , 2006                                                       /s/ Mark  Thompson 
                                                                            Chief  Financial Officer





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