**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, 2004**                                                                                                     
|    |  | or                                                                                                                        
|    |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
|[ ] |  | FROM __________ TO __________                                                                                             





COMMISSION FILE NUMBER 33-55254-09





|**ROCKY POINT PHARMACEUTICALS, INC.**                 
|------------------------------------------------------
|(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 [ ] No [X]**                                                                                                                                                                                                                                                                                                                                       



|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, 2004**
|----------------------------------------- | ---------------------------------------
|**$0.001 Par Value Class A Common Stock** | **24,069,000 Shares**                  



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







---

TABLE OF CONTENTS



|                                |                                                                                               |  |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION  
|                                | Item 1. Financial Statements                                                                 
|                                | CONSOLIDATED BALANCE SHEET                                                                   
|                                | 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. Changes in 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 35.1 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF EXECUTIVE OFFICER          
|                                | Exhibit 35.2 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF FINANCIAL OFFICER          
|                                | Exhibit 36.1 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          
|                                | Exhibit 36.2 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          



---



##### Table of Contents



|                              |                                                                                                                                                                               |                                                            |   |   
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | - | --
|PART I  FINANCIAL INFORMATION
|Item 1.                       |                                                                                                                                                                               | Financial Statements                                       |   |   
|                              | Consolidated Balance Sheets at December 31, 2004 and June 30, 2004                                                                                                            |                                                            | 3
|                              | Consolidated Statements of Operations for the three  and six month periodss ended December 31, 2004 and December 31, 2003 and for the Period May 7, 2002 to December 31, 2004 |                                                            | 4
|                              | Consolidated Statements of Cash Flows for the three and six month periods ended December 31, 2004 and December 31, 2003 and for the Period May 7, 2002 to December 31, 2004   |                                                            | 5
|                              | Consolidated Statements of Shareholders Equity from April 14, 1986 to December 31, 2004                                                                                       |                                                            | 7
|                              | Notes to Consolidated Financial Statemetns                                                                                                                                    |                                                            | 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****2004**
            
            **2004**.**ASSETS****.****Current****Cash in Bank**
            
            
            
            
            
            
            **$**
            **8,457**
            
            
            
            
            $
            514**Accounts Receivable**
            
            
            
            
            
            
            
            **-****Inventory**
            
            
            
            
            
            
            
            **62,528**
            
            
            
            
            
            61,244**.****TOTAL ASSETS**
            
            
            
            
            
            
            **$**
            **70,985**
            
            
            
            
            $
            61,758**.****LIABILITIES****.****Current****Accounts Payable**
            
            
            
            
            
            
            **$**
            **-**
            
            
            
            
            $
            253**Notes Payable to Related Parties**
            
            
            
            
            
            
            **52,566**
            
            
            
            
            
            48,366**Accrued Interest on Notes Payable**
            
            
            
            
            
            **3,448**
            
            
            
            
            
            -**.****TOTAL LIABILITIES**
            
            
            
            
            
            
            **$**
            **56,014**
            
            
            
            
            $
            48,619**.****.****STOCKHOLDERS' EQUITY****.****Capital Stock****Authorized:**100,000,000 common shares with a par value of $0.001 per share**.****.****Issued and Outstanding:****24,069,000 common shares as of December 31, 2004****and June 30, 2004 respectively**
            
            
            
            
            
            **24,069**
            
            
            
            
            
            24,069**.****Additional Paid in Capital**
            
            
            
            
            
            
            
            **12,540**
            
            
            
            
            
            8,540**.****Accumulated Deficit**
        
        
        
        
        
        
        
        **(21,638)**
        
        
        
        
        
        (19,470)**.****TOTAL STOCKHOLDERS' EQUITY**
        
        
        
        
        **$**
        **14,971**
        
        
        
        
        $
        13,139**.****TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **70,985**
            
            
            
            
            $
            61,758 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**2004**
        
        
        2003
        
        
        **2004**
        
        
        2003
        
        
        to 12/31/2004**Revenue**Net Sales
        **$**
        **15,165**
        
        $
        -
        
        
        **29,130**
        
        
        -
        
        $
        29,130Cost of Sales
        
        **5,937**
        
        
        -
        
        
        **10,866**
        
        
        -
        
        
        10,866**Gross Profit**
        ****
        **9,228**
        
        
        -
        
        
        **18,263**
        
        
        -
        
        
        18,263****
        
        
        
        
        
        
        
        ******General and    Administrative Expenses**
        
        **11,577**
        
        
        -
        
        
        **29,894**
        
        
        -
        
        
        49,364******Total Ordinary Income (Loss)**
        
        **(2,349)**
        
        
        -
        
        
        **(11,631)**
        
        
        
        
        
        (31,101)****
        
        ****
        
        
        
        
        
        ******Other Income**
        
        
        
        
        
        
        
        ****Consulting Services
        
        **1,500**
        
        
        -
        
        
        **9,463**
        
        
        -
        
        
        9,463Extraordinary Gains
        
        **-**
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -**Total Other Income**
        
        **1,500**
        
        
        
        
        
        **9,463**
        
        
        
        
        
        9,463******Net Gain (Loss) For The    Period**
        **$**
        **(849)**
        
        $
        -
        
        
        **(2,168)**
        
        
        -
        
        $
        (21,638)**********Basic And Diluted Gain    (Loss)**
        
        
        
        
        
        
        
        ******Per Share**
        **$**
        **0.00**
        
        $
        (0.00)
        
        
        **(0.00)**
        
        
        (0.00)**********Weighted Average**
        
        
        
        
        
        
        
        ******Number Of Shares**
        
        
        
        
        
        
        
        ******Outstanding**
        
        **24,069,000**
        
        
        13,069,000
        
        
        **24,069,000**
        
        
        13,069,000 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**2004**
        
        
        2003
        
        
        **2004**
        
        
        2003
        
        
        to 12/31/2004**Cash Flows From    Operating Activities**Net Gain (Loss) for the period
        **$**
        **(849)**
        ****
        $
        -
        ****
        **$**
        **(2,168)**
        
        $
        -
        
        $
        (21,638)**Adjustments To Reconcile    Net Loss To Net****Cash Used By Operating    Activities******Stock Issued for Expenses
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        12,069Change in Accounts Receivable
        
        -
        
        
        -
        
        
        **-**
        
        
        (69)
        
        
        -Change in Inventory
        
        **(3,684**)
        
        
        -
        
        
        **(1,284)**
        
        
        -
        
        
        (1,284)Change in Accounts Payable
        
        -
        
        
        
        
        
        **(253)**
        
        
        (900)
        
        
        (253)Change in Pre-Paid Expenses
        
        -
        
        
        (2,000)
        
        
        **-**
        
        
        (2,000)
        
        
        -Changes in Accrued Expenses
        
        **1,325**
        
        
        
        
        
        **3,448**
        
        
        
        
        
        3,448******Net Cash Provided (Used) By Operating Activities**
        
        **(3,208)**
        
        
        0
        
        
        **(257)**
        
        
        (69)
        
        
        (7,658)******Cash Flows From    Investing Activities**
        
        
        
        
        
        
        
        ****Proceeds from Luong Dae Solutions    Transaction
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -****Cash from Acquisition of Food for Health    LLC
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        514******Net Cash Provided (Used)    From Investing Activities**
        
        **0**
        
        
        0
        
        
        **0**
        
        
        0
        
        
        514****
        
        
        
        
        
        
        
        ******Cash Flows From    Financing Activities**Changes in Loans Payable
        
        -
        
        
        2,000
        
        
        **4,200**
        
        
        2,900
        
        
        11,600Change in Additional Paid-In Capital
        
        **4,000**
        
        
        -
        
        
        **4,000**
        
        
        -
        
        
        4,000Changes in Line of Credit
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        -******Net Cash Provided (Used) From Financing Activities**
        
        **4,000**
        
        
        0
        
        
        **8,200**
        
        
        0
        
        
        15,600****
        
        
        
        
        
        
        
        ******(Decrease) Increase In    Cash**
        
        **792**
        
        
        0
        
        
        **7,943**
        
        
        69
        
        
        8,457**Cash, Beginning Of    Period**
        
        **7,665**
        
        
        0
        
        
        **514**
        
        
        0
        
        
        0**Cash, End Of Period**
        **$**
        **8,457**
        ****
        
        0
        ****
        **$**
        **8,457**
        
        $
        0
        
        $
        8,457**Cash Paid During The    Period For**Interest paid
        **$**
        **-**
        ****
        $
        -
        ****
        **$**
        **-**
        
        $
        -
        
        $
        -Income taxes paid
        
        -
        
        
        -
        
        
        **-**
        
        
        -
        
        
        - 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.Net loss for the period endedDecember 31, 2004
      
      -
      
      
      -
      
      
      -
      
      
      (2,168)
      
      
      (2,168).Balances December 31, 2004
      24,069,000
      
      
      24,069
      
      
      8,540
      
      
      (21,638)
      
      
      14,971 The accompanying notes are an integral part of these consolidated financial statements. 8    Table of Contents  **ROCKY POINT PHARAMACEUTICALS INC.
  (A Developmental Stage Company)** 
 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, 2004. 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, 2004, has been omitted. The results of operations for the three-month period ended December 31, 2004 are not necessarily indicative of results for the entire year ending June 30, 2005.  **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”). With the acquisition of FFH, Rocky Point Pharmaceutical is a full-service supplier of quality nutritional supplements. The Company has a diverse line of products, a unique marketing strategy and proven leadership in the industry. The Company works closely with its customers, suppliers, and marketing partners to create innovative solutions ranging from product development through distribution and branding initiatives. The Company believes that while the industry is highly competitive, its products and marketing strategy create a highly profitable niche opportunity for significant growth and market share. Developmental Stage Activities The Company has been a development stage company. It has now acquired an operating company but remains in development stage due to the limited nature of operations of the acquired company. 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 $21,638 for the period from May 7, 1986  to December 30, 2004. 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. Other Income The accompanying consolidated financial statements include an entry for Other Income in the amount of $7,963 during the fiscal period from July 1, 2004 and $1,500 during the fiscal period from October 1, 2004 to December 31, 2004 for a total of $9,463 sinc ethe Company's last annual report. Thess amounts were recieved for consulting services provided by the Company. Such services are not part of the Company's on-going operations and as such should not be expected to continue or reoccur in the future. Inventory Since the Company’s  last annual report, we have determined that the inventory was overstated.  Upon acquisition of Food for Health LLC, the  Company listed the value of the inventory at cost.  However, over the course of time, we have  determined that aging and market conditions have substantially depreciated the  inventory value.  We have therefore  written the value of the inventory down to a current market value in accordance  with GAAP guidelines.  Additionally, the  Company is currently out-sourcing all manufacturing operations, thus the Company  does not anticipate the consumption or use of our current raw materials  inventories over the net several months which if unused may necessitate future write downs on the inventory value.  NOTE 3 RELATED PARTY TRANSACTIONS *Unless disclosed elsewhere in the financial statements, the following represents 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.* During the course of time the Company's directors have advanced to the Company, short term loans to cover expenses.  Notes payable as of December 31, 2004 includes $52,566 owing to one of the directors for such short term loans advanced to the Company. These notes bear interest at a rate of 10% per annum and are due on demand. As of December 31, 2004, $3,448 in interest charges have accrued on these notes. These transactions were 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




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Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

Forward-looking Statements

The following is an analysis of the Company's results of operations and liquidity and capital resources. The Company cautions readers that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Report or that are otherwise made by or on behalf of the Company. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements which involve risks and uncertainties. Without limiting the generality of the foregoing, words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These risks include: risks of increases in the costs of the Company's merchandise and the continued availability of suitable merchandise; the Company's relationship with its suppliers, licensors and contributors; changes in preferences of customers; competitive and general economic factors in the markets in which the Company competes; the impact of and changes in government regulations such as restrictions or prohibitions relating to the contribution of charitable goods; competitive products, services and pricing; delays in production schedules; product life cycles; sale terms and conditions; financial market volatility affecting our stock price; litigation; and other factors discussed herein or from time to time in the Company's other filings with the Securities and Exchange Commission.

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

For the Three and Six Month Periods  Ended December 31, 2004 Compared With the Three and Six Month Periods Ended December 31, 2003

OVERVIEW

The Company through its subsidiary Food For Health ("FFH"), is a full service provider of nutritional supplements dedicated to providing the most complete, comprehensive and safest food supplements available. The 9 a Day-Plus product, currently available via the Company's Internet web site at "www.foodforhealthint.com," is specifically formulated to address an individual's complete nutritional needs. Each daily pack is designed to provide the building blocks necessary for a body to function at its most optimum level, providing both energy and the ability to fight disease. The 9 a Day-Plus product provides the equivalent of nine servings of fruits and vegetables as well as important plant enzymes to optimize digestion, essential fatty acids for memory and healthy skin and hair, beneficial bacteria to improve immune function, the most absorbable minerals available, and a potent blend of antioxidants to combat aging and decrease cancer risk. A thirty day supply of the 9 a Day-Plus product sells for $57.50 and can be ordered on a monthly auto-ship basis. The Company anticipates a rollout of its other product offerings between October 2005 and January 2006. The Company also anticipates its infomercial and wellness programs being implemented by January 2006.

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

a) Revenues.

The Company reported gross revenues of $15,164 for the fiscal quarter which ended Deceember 31, 2004, and $29,129 for the period beginning July 1, 2004 and ending December 31, 2004. These revenues were derived exclusively  from sales of the 9 a Day-Plus product.  All sales to date have been generated only through the Company's Internet presence and unpaid promotional activities. The Company's planned marketing programs and promotional activities including the infomercial, the Internet search engine marketing, the Asian mail-order marketing, the corporate wellness programs, and the partnership with the Association of Gospel Ministries are anticipated to come online during the 2005 fiscal year. Once the planned marketing programs and promotional activities are implemented and we have more operational activity history, management will evaluate the effectiveness of the programs and the acceptance of the Company's product offerings in relation to our business plan.

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b) Cost of Revenues.

The Company reported cost of revenues of $5,937 for the fiscal period which ended December 31, 2004, and $10,866 for the period beginning July 1, 2004 and ending December 31, 2004. The cost of revenues primarily was attributable to the acquisition of raw materials and fulfillment expenses. Under the current scale of operations, the Company has not established a manufacturing operation and out-sources all phases of production. Consequently, the associated cost-of-goods-sold is higher than expected. We anticipate these expenses to continue to comprise a significant portion of our overall cost of revenues and remain high in comparison to our sales until the Company can increase its scale of operations and begin producing all products internally. We do not anticipate any substantive changes in operations for the next 12 months.

c) General and Administrative Expenses.

The Company reported general and administrative expenses of $11,577 for the fiscal period which ended December 31, 2004, and $29,894 for the period beginning July 1, 2004 and ending December 31, 2004. The general and administrative expenses are primarily attributable to salaries and wages. The Company anticipates that wages and salaries will grow substantially over the next 24 months as the marketing programs come on line.

d) Inventory.

Because the Company is currently out-sourcing all manufacturing operations, a significant portion of the required raw materials are being provided by the manufacturer. Accordingly, the Company utilized only a small portion of its current inventories during the period. We anticipate that the Company will continue to purchase a substantial portion of our required raw materials from the manufacturer until we are able to establish our own manufacturing facilities. However, as previously stated, we do not anticipate any changes in operations over the next 12 months. Thus, we anticipate that much our current inventory will continue to be stored and unutilized by the Company during that period.

e) Other Income.

During the fiscal period which ended December 31, 2004, the Company realized Other Income in the amount of $1,500 and $9,463 for the period beginning July 1, 2004 and ending December 31, 2004. These amount reflect extraordinary income for consulting services preformed by the Company. Such services are not part of the Company's on-going operations and as such should not be expected to continue or reoccur in the future.

f) Net Loss.

The Company reported a net loss of $849 for the fiscal period which ended December 31, 2004, and a net loss of $2,168 for the period beginning July 1, 2004 and ending December 31, 2004. These losses were the result of the forgoing factors mentioned above. The quarterly loss was reduced on account of the Other Income generated by the Company that does not reflect the normal operations of the Company. Excluding this extra-ordinary income, the Company shows a net loss in the amount of $11,631 for the six month period ending December 31, 2004. As we do not anticipate having any additional or reoccurring extra-ordinary income, the Company expects having an operating net loss for at least the next four to six quarters.

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FACTORS THAT MAY AFFECT OPERATION RESULTS

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

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

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






**ITEM 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 has 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**

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**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.**

None.




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
                ____________________________________________________________________________

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

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

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

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

(b) Reports on Form 8-K

None.





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**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:
      March 22, 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






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




Exhibit 35.1

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.



March 22, 2006                                                      /s/  Mark J. Timothy, 
                                                                              CEO,  President and Director





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




Exhibit 35.2

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.



March 22, 2006                                                      /s/ Neil E. Crabtree 
                                                                                CFO,  Secretary, Treasurer and Director





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




Exhibit 36.1



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



March 22, 2006                                                      /s/  Mark J. Timothy
                                                                                Chief  Executive Officer





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




Exhibit 36.2



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



March 22, 2006                                                      /s/  Neil Crabtree
                                                                                Chief  Financial Officer