**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:

|    |  |                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------
|    |  | **DECEMBER 31, 2005**                                                                                                     
|    |  | 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 December 31, 2005**
|----------------------------------------- | ---------------------------------------
|**$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 43.1 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF EXECUTIVE OFFICER          
|                                | Exhibit 43.2 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF FINANCIAL OFFICER          
|                                | Exhibit 44.1 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          
|                                | Exhibit 44.2 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          



---



##### Table of Contents



|                              |                                                                                                                                                                               |                                                            |   |   
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | - | --
|PART I  FINANCIAL INFORMATION
|Item 1.                       |                                                                                                                                                                               | Financial Statements                                       |   |   
|                              | Consolidated Balance Sheets at December 31, 2005 and June 30, 2005                                                                                                            |                                                            | 3
|                              | Consolidated Statements of Operations for the three  and six month periodss ended December 31, 2005 and December 31, 2004 and for the Period May 7, 2002 to December 31, 2005 |                                                            | 4
|                              | Consolidated Statements of Cash Flows for the three and six month periods ended December 31, 2005 and December 31, 2004 and for the Period May 7, 2002 to December 31, 2005   |                                                            | 5
|                              | Consolidated Statements of Shareholders Equity from April 14, 1986 to December 31, 2005                                                                                       |                                                            | 7
|                              | Notes to Consolidated Financial Statements                                                                                                                                    |                                                            | 8
|Item 2.                       |                                                                                                                                                                               | Management's Discussion and Analysis or Plan of Operations |   | 11
|Item 3.                       |                                                                                                                                                                               | Controls and Procedures                                    |   | 13
|.                             |                                                                                                                                                                               |                                                            |   |   
|PART II  OTHER INFORMATION   
|Item 1.                       |                                                                                                                                                                               | Legal Proceedings                                          |   | 14
|Item 2.                       |                                                                                                                                                                               | Changes in Securities                                      |   | 14
|Item 3.                       |                                                                                                                                                                               | Defaults Upon Senior Securities                            |   | 14
|Item 4.                       |                                                                                                                                                                               | Submission of Matters to a Vote of Security Holders        |   | 14
|Item 5.                       |                                                                                                                                                                               | Other Information                                          |   | 14
|Item 6.                       |                                                                                                                                                                               | Exhibits and Reports on Form 8-K                           |   | 14
|Signatures                    |                                                                                                                                                                               |                                                            |   | 15
|Exhibits                      |                                                                                                                                                                               |                                                            |   |   

2



---



##### Table of Contents

Item 1. Financial Statements





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

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) **____________________________________________________________________________________**


**DECEMBER 31**
            
            **JUNE 30****2005**
            
            **2005****ASSETS**.**Current**Cash in Bank
            **$**
            **39**
            
            $
            -Accounts Receivable
            
            -
            
            
            -.**Total Current Assets . . .**
            
            **39**
            
            
            -.**Other Assets**Equipment and Supplies
        
        **42,500**
        
        
        --.**Total Other Assets . . .**
        
        **42,500**
        
        
        -**TOTAL ASSETS . . .**
            **$**
            **42,539**
            
            $
            -.**LIABILITIES**.**Current**Accounts Payable
            **$**
            **-**
            
            $
            -Accrued Expenses
            
            **3,000**
            
            
            -Current Portion of Notes Payable
            
            **-**
            
            
            -.**Total Current Liabilities . . .**
            
            **3,000**
            
            
            -.**Other Liabilities**Long Term Portion of Notes Payable
        
        **-**
        
        
        -.**Total Other Liabilities . . .**
        
        **-**
        
        
        -.**TOTAL LIABILITIES . . .**
        
        **3,000**
        
        
        -.**STOCKHOLDERS' EQUITY**.**Capital Stock**Authorized:100,000,000 common shares with a par value of $0.001 per shareIssued and Outstanding:13,069,000 shares as of December 31, 2005 andJune 30, 2005 respectively
            
            **13,069**
            
            
            13,069.**Additional Paid in Capital**
            
            **59,265**
            
            
            12,540.**Accumulated Deficit**
        
        **(32,795)**
        
        
        (25,609).**TOTAL STOCKHOLDERS' EQUITY . . .**
        
        **39,539**
        
        
        -.**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . .**
            **$**
            **42,539**
            
            $
            - 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**
        
        
        **SIX MONTHS    ENDING**
        
        
        PERIOD**DECEMBER 31**
        
        
        **DECEMBER 31**
        
        
        05/07/2002**2005**
        
        
        2004
        
        
        **2005**
        
        
        2004
        
        
        to 12/31/2005**Revenue**Net Sales
        **$**
        **-**
        
        $
        **-**
        
        **$**
        **-**
        
        $
        **-**
        
        $
        **-**Cost of Sales
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-****Gross Profit**
        ****
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-******
        
        
        
        
        
        
        
        ******General and    Administrative Expenses**
        
        **7,186**
        
        
        4,000
        
        
        **7,186**
        
        
        4,000
        
        
        30,655******Total Ordinary Income (Loss)**
        
        **(7,186)**
        
        
        (4,000)
        
        
        **(7,186)**
        
        
        **(4,000)**
        
        
        (30,655)****
        
        ****
        
        
        
        
        
        ******Other Income**
        
        
        
        
        
        
        
        ****Consulting Services
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**Extraordinary (Loss) from Discontinued Operations
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        **-**
        
        
        (2,140)**Total Other Income**
        
        **-**
        
        
        
        
        
        **-**
        
        
        
        
        
        (2,140)******Net Gain (Loss) For The    Period**
        **$**
        **(7,186)**
        
        $
        (4,000)
        
        **$**
        **(7,186)**
        
        $
        (4,000)
        
        $
        (32,795)**********Basic And Diluted Gain    (Loss)**
        
        
        
        
        
        
        
        ******Per Share**
        **$**
        **0.00**
        
        $
        (0.00)
        
        **$**
        **(0.00)**
        
        $
        (0.00)**********Weighted Average**
        
        
        
        
        
        
        
        ******Number Of Shares**
        
        
        
        
        
        
        
        ******Outstanding**
        
        **13,069,000**
        
        
        24,069,000
        
        
        **13,069,000**
        
        
        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**
        
        
        **SIX MONTHS    ENDING**
        
        
        PERIOD**DECEMBER 31**
        
        
        **DECEMBER 31**
        
        
        05/07/2002**2005**
        
        
        2004
        
        
        **2005**
        
        
        2004
        
        
        to 12/31/2005**Cash Flows From    Operating Activities**Net Gain (Loss) for the period
        **$**
        **(7,186)**
        ****
        $
        (4,000)
        ****
        **$**
        **(7,186)**
        
        $
        (4,000)
        
        $
        (32,795)**Adjustments To Reconcile    Net Loss To Net****Cash Provided (Used) By Operating    Activities******Stock Issued for Expenses
        
        **-**
        
        
        -
        
        
        -
        
        
        -
        
        
        12,069Change in Accounts Receivable
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Equipment and Supplies
        
        **(42,500)**
        
        
        -
        
        
        **(42,500)**
        
        
        -
        
        
        (42,500)Change in Other Assets
        
        **-**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Accrued Expenses
        
        **3,000**
        
        
        -
        
        
        **3,000**
        
        
        -
        
        
        3,000Change in Accounts Payable
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Operating Accountsdue to Discontinued Operations
        
        **-**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        (50,487)******Net Cash Provided (Used) By Operating Activities**
        
        **(46,686)**
        
        
        (4,000)
        
        
        **(46,686)**
        
        
        (4,000)
        
        
        (110,713)******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
        
        **-**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -Change in Additional Paid-In Capital
        
        **46,725**
        
        
        4,000
        
        
        **46,725**
        
        
        4,000
        
        
        50,725Changes in Line of Credit
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -******Net Cash Provided (Used) From Financing Activities**
        
        **46,725**
        
        
        0
        
        
        **46,725**
        
        
        0
        
        
        50,725.
        
        
        
        
        
        
        
        ******(Decrease) Increase In    Cash**
        
        **39**
        
        
        0
        
        
        **39**
        
        
        0
        
        
        39.**Cash, Beginning Of    Period**
        
        0
        
        
        0
        
        
        **0**
        
        
        0
        
        
        0.**Cash, End Of Period**
        **$**
        **39**
        ****
        $
        0
        ****
        **$**
        **39**
        
        $
        0
        
        $
        39..**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
      
      (11,000,000)
      
      
      (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.Net Loss for the Period EndedDecember 31, 2005
      -
      
      
      -
      
      
      -
      
      
      (7,186)
      
      
      (7,186).Balances, December 31, 2005
      
      13,069,000
      
      
      13,069
      
      
      59,265
      
      
      (32,795)
      
      
      39,539 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 six month periods ended December 31, 2005 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 incurred a net loss of $32,795 for the period from May 7, 1986  to December 30, 2005. 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 has been  disclosed accordingly in the financial statements.  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  December 2005, the President made a cash contribution to the Company of $4,225 to  cover ongoing expenses.  Additionally,  the Company’s officers contributed a copy machine, three computers, several  desks, chairs, and various other pieces office furniture and equipment.  The total market value of the contributed  equipment was valued at $42,500.  This  valuation is based on a liquidation value. On December 1, 2005,  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.  Mr. Timothy fully disclosed  the possible conflict of interest to Rocky Point Pharmaceuticals’ 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.  10   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. BUSINESS DEVELOPMENT Since  March of 2005 the Company has been developing a plan of operations for the  implantation of an online classified business under the name of Ads 4 Sale  Online (“Ads 4 Sale”).  All business  activities of Ads 4 Sale will be operated as a separate division, but will be  managed under the direction of the Company’s current officers and directors. On  December 1, 2005 the Company entered into lease for office space in Salt Lake City, Utah  to use as its primary operating location.   While the initial lease is only for approximately 1000 square feet, the  building has additional space available to meet the foreseeable needs of the  Company.  The Company’s Officers  contributed office furnishings and equipment including a high capacity copy  machine, three computers, printers, several desks, chairs and various other  items sufficient to maintain the Company’s projected operations..  11    Table of Contents PLAN OF OPERATIONS a)         Overview  of the Business Plan Ads  4 Sale will specialize in marketing online classified advertising  in local media markets.  The Company 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.  The Company will offer 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 the Company’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.  Consequently, the Company anticipates that competition  for its online services will be intense. b)         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 online classified media marketing  system to capture a portion of the burgeoning local online  advertising market.  To effectuate this  process the Company will attempt to initiate contractual relationships with  media partners in the top 50 US  media markets in order to develop local online classified marketplaces. . 12    Table of Contents  
 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.  
 **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. 13    
 Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)**    PART II  OTHER INFORMATION
 
 Item 1 Legal Proceedings None. 
 Item 2.


      **Unregistered Sales of Equity Securities and Use of Proceeds.** On December 1, 2005, 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 None. 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No.                                             Description
                ____________________________________________________________________________ 43.1         Rule  13(a)-14(a) / 15d-14(a) Certification by Chief Executive Officer (filed  herewith). 43.2         Rule  13(a)-14(a) / 15d-14(a) Certification by Chief Financial Officer (filed  herewith). 44.1         Section  1350 Certification of Chief Executive Officer (filed herewith). 44.2         Section  2350 Certification of Chief Financial Officer (filed herewith).  (b) Reports on Form 8-K None.   14    
 Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** **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:
      April 14, 2006
      By:
      */s/ Mark J. Timothy***MARK J. TIMOTHY**President and Chief Executive OfficerBy:
      */s/ Neil E. Crabtree***NEIL E. CRABTREE**Secretary, Treasurer and Chief Financial Officer
   15     Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** 
 Exhibit 43.1 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.  April 14, 2006                                                       /s/  Mark J. Timothy, 
                                                                              CEO,  President and Director     Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** 
 Exhibit 43.2 CERTIFICATION  BY CHIEF FINANCIAL OFFICER
  Pursuant to Rule 13(a)-14(a) / 15d-14(a)
 of the Securities and Exchange Act of 1934 I, Neil E. Crabtree 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.  April 14 , 2006                                                       /s/ Neil E. Crabtree 
                                                                                CFO,  Secretary, Treasurer and Director     Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** 
 Exhibit 44.1  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 December 31, 2005 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.  April 14 , 2006                                                       /s/  Mark J. Timothy
                                                                              Chief  Executive Officer     Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
(A Developmental Stage Company)** 
 Exhibit 44.2  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 December 31, 2005 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.  April 14 , 2006                                                       /s/  Neil Crabtree
                                                                              Chief  Financial Officer