**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:

|    |  |                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------
|    |  | **SEPTEMBER 30, 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 [ ] No [X]**                                                                                                                                                                                                                                                                                                                                       



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



|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 September 30, 2005**
|----------------------------------------- | ----------------------------------------
|**$0.001 Par Value Class A Common Stock** | **13,069,000 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 33.1 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF EXECUTIVE OFFICER          
|                                | Exhibit 33.2 Rule 13(a)-14(a) / 15d-14(a) CERTIFICATION  BY CHIEF FINANCIAL OFFICER          
|                                | Exhibit 34.1 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          
|                                | Exhibit 34.2 Section 1350 CERTIFICATION  BY CHIEF EXECUTIVE OFFICER                          



---



##### Table of Contents



|                              |                                                                                                                                                                  |  |    | 
|----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- | 
|PART I  FINANCIAL INFORMATION
|Item 1.                       | Financial Statements                                                                                                                                             |  |   
|                              | Consolidated Balance Sheets at September 30, 2005 and June 30, 2005                                                                                              |  | 3 
|                              | Consolidated Statements of Operations for the three  months ended September 30, 2005 and September 30, 2004 and for the Period May 7, 2002 to September 30, 2005 |  | 4 
|                              | Consolidated Statements of Cash Flows for the three months ended September 30, 2005 and September 30, 2004 and for the Period May 7, 2002 to September 30, 2005  |  | 5 
|                              | Consolidated Statements of Shareholders Equity from April 14, 1986 to September 30, 2005                                                                         |  | 7 
|                              | Notes to Consolidated Financial Statements                                                                                                                       |  | 8 
|Item 2.                       | Management's Discussion and Analysis or Plan of Operation                                                                                                        |  | 11
|Item 3.                       | Controls and Procedures                                                                                                                                          |  |   
|.                             |                                                                                                                                                                  |  |   
|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) **____________________________________________________________________________________**


**SEPTEMBER 30**
            
            **JUNE 30****2005**
            
            **2005**.**ASSETS****.****Current****Cash in Bank**
            
            
            
            
            
            
            **$**
            **-**
            
            
            
            
            $
            -**Accounts Receivable**
            
            
            
            
            
            
            
            **-****Inventory**
            
            
            
            
            
            
            
            **-**
            
            
            
            
            
            -**.****TOTAL ASSETS**
            
            
            
            
            
            
            **$**
            **-**
            
            
            
            
            $
            -**.****LIABILITIES****.****Current****Accounts Payable**
            
            
            
            
            
            
            **$**
            **-**
            
            
            
            
            $
            -**Notes Payable to Related Parties**
            
            
            
            
            
            
            **-**
            
            
            
            
            
            -**Accrued Interest on Notes Payable**
            
            
            
            
            
            **-**
            
            
            
            
            
            -**.****TOTAL LIABILITIES**
            
            
            
            
            
            
            **$**
            **-**
            
            
            
            
            $
            -**.****.****STOCKHOLDERS' EQUITY****.****Capital Stock****Authorized:**100,000,000 common shares with a par value of $0.001 per share**.****.****Issued and Outstanding:****13,069,000 common shares as of September 30, 2005****and June 30, 2004 respectively**
            
            
            
            
            
            **13,069**
            
            
            
            
            
            13,069**.****Additional Paid in Capital**
            
            
            
            
            
            
            
            **12,540**
            
            
            
            
            
            12,540**.****Accumulated Deficit**
        
        
        
        
        
        
        
        **(25,609)**
        
        
        
        
        
        (25,609)**.****TOTAL STOCKHOLDERS' EQUITY**
        
        
        
        
        **$**
        **-**
        
        
        
        
        $
        -**.****TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **-**
            
            
            
            
            $
            - 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 ENDED**
        
        **PERIOD****SEPTEMBER 30**
        
        **05/07/2002 to****2005**
        **2004**
        
        **09/30/2005**.**Revenue****Net Sales**
        
        
        
        **$**
        **-**
        
        $
        -
        
        
        
        
        $
        -**Cost of Sales**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        -**.****Gross Profit**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        -**.****General and Administrative Expenses**
        
        
        **-**
        
        
        -
        
        
        
        
        
        23,469**Sales and Marketing Expenses**
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        -**.****Total Expenses**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        23,469**.****Total Ordinary Income (Loss)**
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        (23,469)**.****Other Income****Consulting Services**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        -**Extraordinary Loss from Discontinued Operations**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        (2,140)**.****Total Other Income (Loss)**
        
        
        
        
        **-**
        
        
        -
        
        
        
        
        
        (2,140)**.****Net Gain (Loss) for the Period**
        
        
        **$**
        **-**
        
        $
        -
        
        
        
        
        $
        (25,609)**.****Basic and Diluted Gain (Loss)****per Share**
        
        
        
        **$**
        **(0.00)**
        
        $
        (0.00)
        
        
        
        
        $**.****.****Weighted Average Number of Shares****Shares Outstanding**
        
        
        
        **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 ENDED**
          **PERIOD****SEPTEMBER 30**
          **05/07/2002 to****2005**
          **2004**
          **09/30/2005**.**Cash Flows from Operating Activities**Net Gain (Loss) for the Period
          **$**
          **-**
          
          $
          -
          
          $
          (25,609)**.****Adjustements to Reconcile Net Gain (Loss)****to Net Cash Used by Operating Activities****.**Stock Issued for Expenses
          
          **-**
          
          
          -
          
          
          12,069Changes in Accounts Receivable
          
          **-**
          
          
          -
          
          
          -Changes in Operating Accountsdue to Discontinuted Operations
            ****
          
          **-**
          
          
          -
          
          
          (50,487).**Net Cash Provided (Used) by Operating Activities**
          
          **0**
          
          
          0
          
          
          (64,027)**.****Cash Flows from Investing Activities**Proceeds from Discontinued Operations
          
          -
          
          
          -
          
          
          64,027.**Net Cash Provided (Used by Investing Activities**
          
          **0**
          
          
          0
          
          
          64,027.**Cash Flows from Financing Activities**Changes in Loans Payable
          
          -
          
          
          -
          
          
          -Changes in Lines of Credit
          
          -
          
          
          -
          
          
          -.**Net Cash Provided (Used) by Financing Activities**
          
          **0**
          
          
          0
          
          
          0.**Increase (Decrease) in Cash**
          
          **0**
          
          
          0
          
          
          0**.****Cash at Beginning of Period**
          
          **0**
          
          
          0
          
          
          0**.****Cash at End of Period**
          **$**
          **0**
          
          $
          0
          
          $
          0**.****Cash Paid During Period for Interest**
          **$**
          **-**
          
          $
          -
          
          $
          -**.****Cash Paid During Period for 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 for Rocky PointPharamaceuticals for the periodJanuary 1, 2002 to 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 November 2004
      
      -
      
      
      -
      
      
      4,000
      
      
      -
      
      
      4,000.Return and Cancelation of Sharesdue to Disposition of FFHon June 30, 2004
      
      (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)
      
      
      -Net loss for the period endedSeptember 30, 2005
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Balances September 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)** 
 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-month period ended September 30, 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  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 $25,609 for the period from April 15, 1986 (date of inception) to September 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.  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 accurately and completely reflected in the accompanying financial statements.* During the course of time the Company's directors have advanced to the Company short term loans to cover expenses. Currently, all such loans have been forgiven by the directors and there are no outstanding balances due to any of the Company's officers, directors or shareholders.  10




##### Table of Contents






Item 2. Management's Discussion and Analysis of Financial Condition or Plan of Operations

Forward-looking Statements

The following is a discussion of  the Company's past financial performance and future plan of operations. The Company cautions readers that certain important factors may affect the Company's future performance and could cause such performance 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  the Company's operating costs; the Company's relationship with its partners, 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 online sales; competitive products, services and pricing; delays in development 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 any forcasts or predictions contained herein.

Results of Operations

As the Company currently has no revenue or significant ongoing expenses, we will not provide any comparisions or discussion or analysis of past operting performance as any such comparison, discussion or analysis would not be relevant*.*

OVERVIEW OF THE PLAN OF OPERATIONS

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.

a)         Overview  of Business Plan for Ads 4 Sale Online

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.

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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.

c)         Start  Up Summary

The  Company anticipates rolling out the  business operations in three phases.  During Phase One, we will work to  establish medial 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.



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d)         Risk Factors

The Company anticipates that there  are numerous risk factors that may affect the likelihood of success or failure  as well as the Company’s financial performance.   These factors include, but are not limited to the following:

- The  Company’s ability to raise the required start-up capital;
- The  Company’s ability to effectuate contractual relationships with major media  partners;
- The  Company’s ability to properly staff the operation;
- The  Company’s ability to develop and maintain adequate computer software and  hardware systems;
- Market  acceptance of the local online advertising model in the various media markets;  and
- Overcoming  the competitive advantages of current providers of both print media and other  online classified services.

e)         Implementation Plan

The Company is currently  seeking investment capital to fund the initial phase of operations for the Ads 4  Sale online classified services.  If the  Company is successful in raising the required capital, we will begin to  implement the business plan as previously outlined.  The Company is also conducting market  research and preparing pro-forma financial statements for the proposed  operations.  The results of our research  as well as the pro-forma financials are expected to be available by March 2006.








**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
                ____________________________________________________________________________

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

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

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

42.2         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:
      April 13, 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 41.1

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 13, 2006	                                                      /s/  Mark J. Timothy, 
                                                                              CEO,  President and Director





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




Exhibit 41.2

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 13, 2006                                                       /s/ Neil E. Crabtree 
                                                                                CFO,  Secretary, Treasurer and Director





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




Exhibit 42.1



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 September 30, 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 13, 2006                                                       /s/  Mark J. Timothy
                                                                              Chief  Executive Officer





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




Exhibit 34.2



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 September 30, 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 13, 2006                                                       /s/  Neil Crabtree
                                                                              Chief  Financial Officer