UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-KSB



For the fiscal year ended March 31, 2008



x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number 0-23514



RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

(Exact name of small business issuer as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 33-0601497                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                                 |  |           
|------------------------------------------------ |  | ----------
|50 Briar Hollow Lane, Suite 515W, Houston, Texas |  | 77027     
|(Address of principal executive offices)         |  | (Zip Code)



|                                                    |  |               
|--------------------------------------------------- |  | --------------
|Registrants telephone number, including area code: |  | (713) 621-9424



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:  Common Stock



Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes x  No o



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.    x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.   Yes o  No x



Issuers revenues for the fiscal year ended March 31, 2008, were $437,687.



The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Issuer as of May 9, 2008, based upon the average bid and asked price as of such date, was $259,425.



The Registrants common stock outstanding as of May 7, 2008, was 19,323,937.



DOCUMENTS INCORPORATED BY REFERENCE:   None



Transitional Small Business Disclosure Format (Check One):  Yes  ̈   No x







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RPHL ACQUISITION CORP.





TABLE OF CONTENTS



|         |                                                                                                                             |    |     
|-------- | --------------------------------------------------------------------------------------------------------------------------- | -- | ----
|         |                                                                                                                             |    | Page
|Part I   |                                                                                                                             |   
|         | Item 1.     Description of Business                                                                                         | 3 
|         | Item 2.     Description of Property                                                                                         | 6 
|         | Item 3.     Legal Proceedings                                                                                               | 6 
|         | Item 4.     Submission of Matters to a Vote of Security Holders                                                             | 6 
|         |                                                                                                                             |    |     
|Part II  |                                                                                                                             |   
|         | Item 5.     Market for Common Equity and Related Stockholder Matters                                                        | 7 
|         | Item 6.     Management's Discussion and Analysis and Results of Operations and Financial Condition                          | 8 
|         | Item 7.     Financial Statements                                                                                            | 12
|         | Item 8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            | 24
|         | Item 8A.   Controls and Procedures                                                                                          | 24
|         | Item 8B.   Other Information                                                                                                | 24
|         |                                                                                                                             |    |     
|Part III |                                                                                                                             |   
|         | Item 9.     Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act | 24
|         | Item 10.   Executive Compensation                                                                                           | 27
|         | Item 11.   Security Ownership of Certain Beneficial Owners and Management                                                   | 28
|         | Item 12.   Certain Relationships and Related Party Transactions                                                             | 29
|         | Item 13.   Exhibits                                                                                                         | 30
|         | Item 14.   Principal Accountant Fees and Services                                                                           | 31





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Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other forward-looking information.  The words believe, intend, plan, expect, anticipate, estimate, project and similar expressions identify such statement was made.  These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements.  The forward-looking information is based on various factors and is derived using numerous assumptions.



The Company does not promise to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.  Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.





PART I



ITEM 1.  DESCRIPTION OF BUSINESS



Organizational History



The Company was incorporated in the State of Delaware on May 4, 1992, as Protokopus Corporation. On December 17, 1997, the Company acquired all of the issued and outstanding common stock of The Rockport Group of Texas, Inc., a Nevada corporation, in a business combination accounted for as a reverse acquisition.  On January 18, 1998, the Company changed its name from Protokopus Corporation to Rockport Healthcare Group, Inc. On May 30, 2007, in conjunction with the sale of substantially all of the operating assets of the business, the Company changed its name to RPHL Acquisition Corp.



As of March 31, 2007, the Company had three wholly owned subsidiaries: Rockport Community Network, Inc., Rockport Group of Texas, Inc. and Rockport Preferred, Inc.  Rockport Community Network, Inc. (RCN) was incorporated in the State of Nevada on November 14, 1997.  Rockport Group of Texas, Inc. (RGT) was incorporated in the State of Nevada on July 23, 1997.  RCN and RGT, for accounting purposes, are solely disbursing entities for the Company and have no business operations.  RCN prepared and issued invoices to the Companys clients, collected accounts receivable and issued checks to the Companys network partners for network access fees, to outside sales personnel for sales commissions and for commission overwrites.  RGT processes payroll and pays payroll costs and other selling, general and administrative expenses on behalf of the Company.  Rockport Preferred, Inc. is a dormant subsidiary, which has no ongoing operations.



On May 16, 2007, our board of directors, unanimously approved the purchase and sale by and to Nexus Asset Acquisition Co., a Delaware corporation (Nexus), of 100% of the outstanding common stock of our wholly owned subsidiary Rockport Community Network, Inc., a Nevada corporation (RCN). Prior to the consummation of the Stock Purchase, we transferred substantially all of the assets and certain liabilities relating to our healthcare management business, as a contribution to capital, to RCN.  As such, the consummation of the Stock Purchase may be deemed to result in the sale of substantially all of our assets to Nexus on the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated May 16, 2007. In conjunction with the sale, our board of directors changed the name of Rockport Healthcare Group, Inc. to RPHL Acquisition Corp.



On July 2, 2007, we completed the sale pursuant to the Stock Purchase Agreement dated May 16, 2007.



Business Prior to Stock Purchase



RPHL Acquisition Corp., formerly Rockport Healthcare Group, Inc., (Rockport or the Company) was a management company dedicated to developing, operating and managing networks consisting of healthcare providers and medical suppliers that serve employees with work-related injuries and illnesses.  Rockport offered access to a comprehensive healthcare network at a local, state or national level for its clients and their customers. Typically, Rockports clients were property and casualty insurance companies, employers, bill review/medical cost containment companies, managed care organizations, software/bill review companies and third party administrators.





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The Company contracted with physicians, hospitals and ancillary healthcare providers at rates below the maximum allowed by applicable state fee schedules, or if there is no state fee schedule, rates below usual and customary allowables for work-related injuries and illnesses. The Company generated revenue by receiving as a fee, a percentage of the medical cost savings realized by its clients. The medical cost savings realized by its clients is the difference between the maximum rate allowed for workers compensation medical services in accordance with the state allowed fee schedules or usual and customary allowables and the discounted rates negotiated by the Company with its healthcare providers.



The Companys mission to its clients and healthcare providers was to: (1) maintain, update and distribute accurate information on each and every healthcare provider that is directly contracted by the Company or is accessed through the Companys network partner relationship; (2) demonstrate, educate and offer each client and their customer referral products and services that encourage, enable and guide their injured workers to the Companys healthcare providers; and (3) provide clear, concise and accurate preferred provider organization (PPO) re-pricing information and assistance in facilitating payment to the contracted rates and provide resolution to reimbursement problems in a timely manner.



The Companys goals were to: (1) create and maintain profitability within industry standards and create shareholder value; (2) become the national network of choice for work-related injuries and illnesses; (3) market and position its networks, state by state, to increase business to its healthcare providers while offering significant savings to its clients and their customers; (4) continually develop information systems that improve processes, measurements and the integrity of its healthcare provider data and reporting structure; (5) continue its dedication to client and healthcare provider support services; and (6) provide any payor, managed care organization or bill review/software company an alternative national workers compensation network in a non-competitive relationship.



The Company had healthcare providers and/or network partners in all fifty states and the District of Columbia.  As of June 30, 2007, the Company had in excess of 300,000 healthcare providers nationwide that served its clients and their customers for their injured employees care.  Should a client or their customer have particular needs in an under-served market, Rockport or its network partner had a skilled team of experienced network development personnel capable of custom building the under-served market for the client. The network was transferred to Nexus in conjunction with the sale of RCN.



Stock Purchase Agreement



On May 16, 2007 our board of directors (the Board of Directors or Board), upon the recommendation of a special committee comprised entirely of independent directors and the receipt of a fairness opinion from our financial advisor declaring the proposed transaction fair from a financial point of view to our stockholders unanimously approved, adopted, ratified, and declared advisable to our stockholders, the purchase and sale (the Stock Purchase) by and to Nexus Asset Acquisition Co., a Delaware corporation (Nexus), of 100% of the outstanding common stock of our wholly owned subsidiary Rockport Community Network, Inc., a Nevada corporation (RCN).  Prior to the consummation of the Stock Purchase, we transferred substantially all of the assets and certain liabilities relating to our healthcare management business, as a contribution to capital, to RCN.  As such, the consummation of the Stock Purchase may be deemed to result in the sale of substantially all of our assets to Nexus on the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated May 16, 2007.



This transaction involved the sale or transfer of a significant portion of our assets, business and operations and could constitute a sale of substantially all of the property and assets of Rockport within the meaning of Section 271(a) of the General Corporation Law of the State of Delaware, which we refer to as the DGCL.  Because a transaction subject to Section 271(a) of the DGCL requires the approval of the holders of a majority of our outstanding stock entitled to vote thereon, under the terms of the Stock Purchase Agreement, the approval of our stockholders was required to complete the Stock Purchase.



On May 16, 2007, the stockholders of the Company, representing approximately 52% of the aggregate voting power of our common stock, par value $.001 per share (the Common Stock), entered into a voting agreement with Nexus, whereby they delivered to us a written consent in lieu of a special meeting of stockholders approving the Stock Purchase and the Stock Purchase Agreement in accordance with Section 228 of the DGCL.  Therefore, all required corporate approvals of the transaction have been obtained.







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Because all trademarks, trade names and service marks used by the Company in connection with the healthcare management business were contributed to RCN, the Company amended its certificate of incorporation, as amended, pursuant to Section 242(a) of the DGCL to change its name to RPHL Acquisition Corp. On May 30, 2007, the Board of Directors adopted a resolution setting forth the proposed amendment and declared it advisable and in the best interests of the Company and its stockholders and recommended the proposed amendment for the approval of our stockholders.  Also on May 30, 2007, the holders of a majority of the aggregate voting power of our common stock delivered to us a written consent in lieu of a special meeting of stockholders approving the proposed amendment changing the name of the Company in accordance with Section 228 of the DGCL.



Reasons for the Stock Purchase



We have been funding our operations primarily through the borrowing of funds from one of our directors and from various outside sources.  As of May 16, 2007, we had approximately $1,450,000 of notes payable outstanding.  Of this amount, approximately $1,250,000 consisted of note payables due to Mr. John K. Baldwin, one of our directors, which notes were overdue. Based on our financial position and results of operations, we have not been able to raise additional funds through the issuance of debt or equity securities.  As such, we have been unable to make the required repayments of our debt obligations.



Due to our financial condition, along with other factors including our inability to raise additional debt or equity capital on terms we feel commercially reasonable, our Board of Directors, upon the advice and determination of a special committee, comprised entirely of independent directors, appointed to evaluate this transaction, and upon the receipt of a fairness opinion from our financial advisor declaring the proposed transaction fair from a financial point of view to our stockholders, deemed it advisable and in the best interests of our stockholders to enter into the Stock Purchase Agreement and to consummate the Stock Purchase.  We used a portion of the purchase price to repay substantially all of our outstanding note payables and other outstanding known indebtedness and other known obligations, including outstanding note payables and accrued expenses and fees payable to certain of our directors and officers.  After payment of the foregoing amounts, we intend to make a dividend to our stockholders of the remaining purchase price.  Accordingly, we have determined that the Stock Purchase was prudent.



Purchase Price and Use of Proceeds



In consideration for the Stock Purchase, Nexus paid Rockport a purchase price of $2,101,149.98.  As part of the purchase price, Nexus agreed to assume certain liabilities related to Rockports healthcare management business and the payment of Rockports expenses related to the Stock Purchase.  There were no material relationships between Nexus and Rockport, or any of Rockports officers or directors.  Certain officers of Rockport agreed to employment terms with an affiliate of Nexus upon closing of the Stock Purchase.



Pursuant to the Purchase Agreement, a portion of the purchase price was used to repay substantially all of Rockports outstanding note payables and other outstanding obligations, including outstanding note payables and accrued expenses and fees payable to certain of our directors and officers.  Rockport has approximately $499,425 of the purchase price remaining after payment of the foregoing and current liabilities, from which it intends to make a dividend to its stockholders. The record date for the determination of the stockholders entitled to such dividend has not been determined.



Business after the Stock Purchase



Until May 2008, we had not yet made any definitive determination about our future business plans since the Stock Purchase was consummated. Immediately following the consummation of the Stock Purchase, we had no operating business or source of revenues. Our Board of Directors evaluated several possible options, including a possible transaction in which we would sell or merge our public shell company to or with a private operating business whereby our stockholders would retain some ownership interest in the surviving public corporation.







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In May 2008, the Company entered into a Stock Purchase Agreement with Belmont Partners, LLC for Belmonts purchase of twenty-million one-hundred thousand (20,100,000) shares of the Companys common stock for an aggregate of $180,000.00 in cash.  The total of 20,100,000 shares will represent approximately 51% of all of the shares of common stock now outstanding.  Belmont Partners, LLC used cash to purchase the shares of the Company.  As part of the acquisition, and pursuant to the Stock Purchase Agreement, the following changes to the Companys directors and officers have occurred:

|  |                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                    
|o | In connection with the Agreement John K. Baldwin, Harry Neer, Larry Hinson and Eric Kolstad resigned as members of the Companys Board of Directors as well as resigned as officers of the Company.
|  |                                                                                                                                                                                                    
|o | Also, in connection with the Agreement Joseph Meuse was appointed to the Board of Directors as Director as well as President and Secretary of the Company.                                         



In connection with the change in control, the company changed its executive offices to 360 Main Street, Washington, VA 22747.



Employees



As of March 31, 2008, the Company had no full time employees. The Company is currently managed by its Chief Executive Officer on a part-time basis and receives no compensation.



As of July 2, 2007, and pursuant to the terms of the Purchase Agreement, Gregory H. Neer and Mark C. Neer, the Sr. Vice President  Operations and Sr. Vice President  Business Development, respectively, resigned from their respective positions with Rockport and accepted employment with an affiliate of Nexus.

ITEM 2.  DESCRIPTION OF PROPERTY



The Companys executive and administrative offices have been located at 50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027, which facilities were leased by the Company from an unaffiliated third party.  The Companys lease on these premises covered 12,219 square feet and expires on June 30, 2011. The Companys monthly lease payment on its leased office space as of March 31, 2006 is $17,341. The Company re-negotiated the lease whereby the monthly payments are $13,746 from July 1, 2006 through June 30, 2007, $14,000 from July 1, 2007 through June 30, 2009 and $14,255 from July 1, 2009 through June 30, 2011 (see Note 3).



In conjunction with the stock purchase, the Company has negotiated the transfer of the aforementioned leases to Nexus.



ITEM 3.  LEGAL PROCEEDINGS



None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted during the fourth quarter of the period covered in this report to a vote of shareholders.



Approval of the Stock Purchase required approval by the holders of a majority of the aggregate voting power of the issued and outstanding shares of capital stock of Rockport. Our stockholders, holding a majority of the aggregate voting power of the issued and outstanding shares of capital stock of Rockport, on May 16, 2007, consented in writing to the Stock Purchase pursuant to the terms of the Stock Purchase Agreement.  This action by our stockholders was sufficient to obtain the stockholder vote necessary to approve the Stock Purchase without the approval of any other stockholder.



On May 16, 2007, Nexus entered into a voting agreement with each of our directors. Our directors hold a majority of the aggregate voting power of the issued and outstanding shares of capital stock of Rockport. Pursuant to the voting agreement, each of our directors, solely in his capacity as a stockholder of the Company, agreed, among other things, to take certain actions in furtherance of the Stock Purchase, including causing the execution and delivery of a written consent in accordance with Section 228 of the DGCL, pursuant to which our stockholders consented to the adoption of the Stock Purchase Agreement and the approval of the Stock Purchase.





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PART II



ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The common stock is quoted on the pink sheets published by the National Quotations Bureau under the symbol "RPHL".



Our common shares are designated as penny stock and thus may be more illiquid.  The SEC has adopted rules (Rules 15g-2 through l5g-6 of the Exchange Act), which regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks generally are any non-NASDAQ equity securities with a price of less than $5.00, subject to certain exceptions.  The penny stock rules require a broker-­dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customers account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules.  Since our common shares are subject to the penny stock rules, persons holding or receiving such shares may find it more difficult to sell their shares.  The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell the shares and the ability of shareholders to sell their stock in any secondary market.



The trading volume in the Common Stock has been and is extremely limited. The limited nature of the trading market can create the potential for significant changes in the trading price for the Common Stock as a result of relatively minor changes in the supply and demand for Common Stock and perhaps without regard to our business activities. Because of the lack of specific transaction information and our belief that quotations during the period were particularly sensitive to actual or anticipated volume of supply and demand, we do not believe that such quotations during this period are reliable indicators of a trading market for the Common Stock.



The market price of our common stock may be subject to significant fluctuations in response to numerous factors, including: variations in our annual or quarterly financial results or those of our competitors; conditions in the economy in general; announcements of key developments by competitors; loss of key personnel; unfavorable publicity affecting our industry or us; adverse legal events affecting us; and sales of our common stock by existing stockholders.



As of May 9, 2008, there were approximately 1,024 stockholders of record of the Company's common stock. The Company has neither declared nor paid any cash dividends to date. Pursuant to the Purchase Agreement, a portion of the purchase price was used to repay substantially all of Rockports outstanding note payables and other outstanding obligations, including outstanding note payables and accrued expenses and fees payable to certain of our directors and officers.  Rockport presently expects that after payment of the foregoing amounts it will retain approximately $499,425 of the purchase price, from which it intends to make a dividend to its stockholders. The record date for the determination of the stockholders entitled to such dividend has not been determined.



Recent Sales of Unregistered Securities



Set forth below is certain information concerning all issuances of securities by the Company during the fiscal years ended March 31, 2008, March 31, 2007 and through July 2, 2007 (the closing of the stock purchase agreement) that were not registered under the Securities Act.



On May 16, 2007, prior to the execution of the Voting Agreement, Stock Purchase Agreement, or written consent of stockholders discussed above, one of our directors, Mr. John K. Baldwin, agreed to convert certain convertible notes in the aggregate outstanding principal amount, together with accrued interest, of approximately $1 million held by Mr. Baldwin into 4,584,052 shares of our Common Stock in lieu of payment.







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The above transaction was completed pursuant to Section 4(2) of the Securities Act.  With respect to issuances made pursuant to Section 4(2) of the Securities Act, the transactions did not involve any public offering and were sold to a limited group of persons. Each recipient either received adequate information about the Company or had access, through employment or other relationships, to such information, and the Company determined that each recipient had such knowledge and experience in financial and business matters that they were able to evaluate the merits and risks of an investment in the Company.



Purchase of Equity Securities



During the year ended March 31, 2008, the Company repurchased 500,000 shares of its equity securities from Protegrity for cash consideration of $500,000. These shares were cancelled.



Also during the year ended March 31, 2008, all outstanding stock options and warrants had expired or were cancelled.



ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND FINANCIAL CONDITION



The following discussion and analysis of the Companys financial condition as of March 31, 2008, and the Companys results of operations for the years in the two-year period ended March 31, 2008 and 2007, should be read in conjunction with the Companys audited consolidated financial statements and notes thereto included elsewhere in this report.



Overview



Until July 2, 2007 Rockport Healthcare Group, Inc. (Rockport or the Company) was a management company dedicated to developing, operating and managing networks consisting of healthcare providers and medical suppliers that serve employees with work-related injuries and illnesses.  Rockport offered access to a comprehensive healthcare network at a local, state or national level for its clients and their customers. Typically, Rockports clients were property and casualty insurance companies, employers, bill review/medical cost containment companies, managed care organizations, software/bill review companies and third party administrators.



The Company contracted with physicians, hospitals and ancillary healthcare providers at rates below the maximum allowed by applicable state fee schedules, or if there is no state fee schedule, rates below usual and customary allowables for work-related injuries and illnesses.  The Company generated revenue by receiving as a fee, a percentage of the medical cost savings realized by its clients.  The medical cost savings realized by its clients is the difference between the maximum rate allowed for workers compensation medical services in accordance with the state allowed fee schedules or usual and customary allowables and the discounted rates negotiated by the Company with its healthcare providers.



The Company had healthcare providers and/or network partners in all fifty states and the District of Columbia.  As of March 31, 2007, the Company had in excess of 300,000 healthcare providers nationwide that serve its clients and their customers for their injured employees care. Should a client or their customer have particular needs in an under-served market, Rockport or its network partner had a skilled team of experienced network development personnel capable of custom building the under-served market for the client.



On July 2, 2007, the Company completed the sale of substantially all of its assets including all of the aforementioned services to Nexus.







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Critical Accounting Policies



General



The Consolidated Financial Statements and Notes to Consolidated Financial Statements contain information that is pertinent to this managements discussion and analysis.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of any contingent assets and liabilities.  Management believes these accounting policies involve judgment due to the sensitivity of the methods, assumptions and estimates necessary in determining the related asset and liability amounts. Management believes it has exercised proper judgment in determining these estimates based on the facts and circumstances available to its management at the time the estimates were made.  The significant accounting policies are described in the Company's financial statements (See Note 2 in Notes to Consolidated Financial Statements in this Form 10-KSB).



Intangible Assets



As of March 31, 2007, the Company had $312,500 of unamortized intangible assets resulting from the acquisition of the Protegrity network.  Effective July 7, 2003, the Company purchased all healthcare provider agreements from Protegrity Services, Inc., (Protegrity), a third party administrator (TPA) and managed care organization.  The Company was acquiring healthcare provider agreements in order to expand the size of its network.  This acquisition did not result in the acquisition of clients or revenue.  This acquisition of provider contracts was funded with the issuance of 500,000 shares of Company common stock valued at $500,000, and because the Company would earn revenue in the future from the acquired provider agreements, the Company recorded the value of the stock issued as an intangible asset.  The value of $500,000 attributed to the acquisition was based on the number of shares issued multiplied by $1.00 per share.  If Protegrity has not sold its shares of Rockport by July 2008, the Company agreed to purchase from Protegrity at a price of $1.00 per share, all of the remaining outstanding shares then owned by Protegrity. The Company repurchased the 500,000 shares for cash consideration of $500,000 during the year ended March 31, 2008. Amounts paid for provider agreements were being amortized to expense on the straight-line method over the estimated useful lives of the agreements of ten years.  However, intangible assets are subject to an impairment assessment at least annually which may result in a charge to operations if the fair value of the intangible asset is impaired which would have a negative impact on  the Companys financial condition and results would be negatively affected. We negotiated with Protegrity and Holdings to agree that 1) upon consummation of the Stock Purchase we redeemed the 500,000 shares of Common Stock for $500,000; 2) the Company paid to Protegrity the earnout fee set forth in the asset purchase agreement through the closing date; and 3) Protegrity agreed to waive the remainder of the earnout fee. As of March 31, 2008, the Company had $0 of unamortized intangible assets resulting from the acquisition of the Protegrity network.



Accounting for Stock-Based Compensation



In December 2004, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment. This statement is a revision to SFAS No. 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R establishes accounting for share-based compensation awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period.



The Company adopted SFAS No. 123R on April 1, 2006, using the modified prospective application, which provides for certain changes to the method for valuing share-based compensation. Under the modified prospective application, prior periods are not revised for comparative purposes. The valuation provisions of SFAS No. 123R apply to new awards and to awards that are outstanding on the effective date and subsequently are modified or cancelled. Estimated compensation expense for awards outstanding at the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS No. 123 with modification for estimated forfeitures.







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Upon adoption of SFAS No. 123R, the Company is continuing to use the Black-Scholes option-pricing model for valuation of share-based awards granted following April 1, 2006, but with future modifications for estimated vesting forfeiture rates applied. The Company decided that the Black-Scholes option-pricing model is an appropriate method for valuing employee grants due to the historical volatility of our stock price combined with vesting provisions for a majority of the stock option grants.



The Company recorded $0 in share-based compensation expense during the fiscal year ended March 31, 2008.



Prior to adopting the provisions of SFAS No. 123R, the Company estimated its share-based employee compensation expense using the intrinsic value method of accounting in accordance with APB Opinion No. 25. Because the Company established the exercise price based on the fair market value of the Companys stock at the date of grant, the options had no intrinsic value upon grant, and therefore no expense was recorded.



Results of Operations



Fiscal Years Ended March 31, 2008 and 2007



Revenue.  The Company has no source of revenue as of July 2, 2007, the date of the sale of substantially all of its assets. The Company's source of revenue was fees it received from its clients and their customers that accessed and utilized the Company's healthcare provider network for work-related injuries and illnesses. Revenue for the current and prior years ended March 31, 2008 and 2007 has been included in loss from discontinued operations. Revenue declined significantly during the current year. The decrease in revenue was primarily attributable to several clients significant loss of customers and decreased access to the Companys network of healthcare providers, which was one of the reasons the Board chose to sell its network services.



Cost of sales.  The Company's cost of sales consisted of fees paid for access to third party provider networks, or network partners, fees paid for sales commissions to non-employee sales personnel and commission overwrites.  Cost of sales for the current and prior year periods has been included in loss from discontinued operations.



During September 1998, the Company acquired Newton Healthcare Network, LLC from Bannon Energy Incorporated (Bannon) of which Robert D. Johnson, a former director of the Company, was sole owner of Bannon.  In accordance with the purchase and sale agreement, Bannon received a commission overwrite of 2% of the gross revenue attributable to Rockport Community Network, Inc.  For the year ended March 31, 2008, Bannon earned $0. On May 15, 2007, Bannon agreed with the Company and RCN to terminate the Overwrite Obligation upon consummation of the Stock Purchase in exchange for $180,000.Theconsideration was paid on July 2, 2007.



Selling, general and administrative expenses.  Selling, general and administrative expenses for the current and prior years ended March 31, 2008 and 2007 has been included in loss from discontinued operations. The Company anticipates that as of July 2, 2007, selling, general and administrative expenses will be minimal on an on-going basis as the Board evaluates the future plan of operations.



Gain on sale of assets.  Upon the consummation of the sale of the Companys primary operations on July 2, 2007, and payment of its outstanding obligations, the Company realized a gain on the sale of assets of $1,993,059.



Net loss.  The Company had net gains for the years ended March 31, 2008 and 2007, of $1,145,646 and $79,366, respectively, as a result of the sale of operations.







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Liquidity and Capital Resources



Due to our financial condition, debt repayment obligations, and the inability to continue our ongoing operations with our current cash flow, along with other factors including our inability to raise additional debt or equity capital on terms we feel commercially reasonable, our Board of Directors deemed it advisable and in the best interests of Rockport and our stockholders to enter into the Stock Purchase Agreement with Nexus Asset Acquisition Co.  On July 2, 2007 we completed the sale of our wholly owned subsidiary Rockport Community Network, Inc. to Nexus. The sale resulted in the sale of substantially all of Rockports assets. In consideration for the Stock Purchase, Nexus paid Rockport a purchase price of $2,101,149.98. As part of the purchase price, Nexus agreed to assume certain liabilities related to Rockports healthcare management business and the payment of Rockports expenses related to the Stock Purchase.  Pursuant to the Purchase Agreement, a portion of the purchase price was used to repay substantially all of Rockports outstanding note payables and other outstanding obligations, including outstanding note payables and accrued expenses and fees payable to certain of our directors and officers.  As of March 31, 2008, Rockport had approximately $499,425 of cash net of payable balances, from which it intends to make a dividend to its stockholders.



As of July 2, 2007, we have no future sources of revenue to fund our operations. Our Board of Directors is evaluating several possible options, including a possible transaction in which we sell or merge our public company to or with a private operating business whereby our stockholders would retain some ownership interest in the surviving public corporation. To date, we have not entered into any agreements with any parties to complete such a transaction, and, should our Board determine to pursue such a transaction, there is no assurance that we will be able to find a potential suitor on terms favorable to us, if at all.



Off-Balance Sheet Arrangements



On July 7, 2003, the Company purchased the healthcare provider contracts from Protegrity services for 500,000 shares of the Companys common stock.  The Company committed to repurchase the shares for $1.00 per share if Protegrity has not been able to realize this amount by July 2008.  If Protegrity has not sold its shares of Rockport by July 2008, the Company agreed to purchase from Protegrity at a price of $1.00 per share all of the remaining outstanding shares then owned by Protegrity.  As the conditioned redemption of these shares is not within the control of the Company, the stock issuance had been reflected as Temporary Equity. During the quarter ended September 30, 2007, Protegrity agreed that 1) upon consummation of the Stock Purchase we may redeem the 500,000 shares of Common Stock for $500,000; 2) the Company paid to Protegrity the earnout fee set forth in the asset purchase agreement through the closing date; and 3) Protegrity agreed to waive the remainder of the earn-out fee.



New Accounting Pronouncements



The Company does not anticipate that recently issued accounting pronouncements will have a material effect on the Companys operations or cash flows.







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ITEM 7.  FINANCIAL STATEMENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









The Board of Directors

RPHL Acquisition Corp.

Houston, Texas



We have audited the accompanying consolidated balance sheets of RPHL Acquisition Corp. and Subsidiaries as of March 31, 2008 and 2007, and the related consolidated statement of operations, changes in shareholders equity and cash flows for the years then ended.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the auditing standards of the Public Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RPHL Acquisition Corp and Subsidiaries as of March 31, 2008 and 2007, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 10 to the financial statements, the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Thomas Leger & Co., L.L.P.

Houston, Texas

June 10, 2008







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RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                              |           |             |      |   |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ----------- | ---- | - | -----------
|                                                                                                                                                              | March 31,
|                                                                                                                                                              | 2008      |             | 2007
|ASSETS                                                                                                                                                       
|Current assets:                                                                                                                                               |           |             |      |   |            
|Cash                                                                                                                                                          | $         | 537,214     |      | $ | 66,269     
|Accounts receivable, net of allowance of $42,216 and $50,000  at
March 31, 2008 and 2007, respectively                                                        |           | -           |      |   | 633,554    
|Prepaid expenses                                                                                                                                              |           | -           |      |   | -          
|Deferred tax asset                                                                                                                                            |           | -           |      |   | 174,760    
|Total current assets                                                                                                                                          |           | 537,214     |      |   | 874,583    
|Property and equipment:                                                                                                                                       |           |             |      |   |            
|Office furniture and equipment                                                                                                                                |           | -           |      |   | 43,838     
|Computer equipment and software                                                                                                                               |           | -           |      |   | 134,593    
|Telephone equipment                                                                                                                                           |           | -           |      |   | 15,844     
|                                                                                                                                                              |           | -           |      |   | 194,275    
|Less accumulated depreciation                                                                                                                                 |           | -           |      |   | (183,114)  
|Net property and equipment                                                                                                                                    |           | -           |      |   | 11,161     
|Other assets:                                                                                                                                                 |           |             |      |   |            
|Deposits                                                                                                                                                      |           | -           |      |   | 8,915      
|Intangible assets, net                                                                                                                                        |           | -           |      |   | 312,500    
|                                                                                                                                                              |           | -           |      |   | 321,415    
|Total assets                                                                                                                                                  | $         | 537,214     |      | $ | 1,207,159  
|                                                                                                                                                              |           |             |      |   |            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                         
|Current liabilities:                                                                                                                                          |           |             |      |   |            
|Accounts payable, trade                                                                                                                                       | $         | 37,788      |      | $ | 490,004    
|Due to directors, officers and employees                                                                                                                      |           | -           |      |   | 302,593    
|Other current liabilities                                                                                                                                     |           | -           |      |   | 238,465    
|Total current liabilities                                                                                                                                     |           | 37,788      |      |   | 1,031,996  
|Long-term debt                                                                                                                                                |           | -           |      |   | 1,492,623  
|Commitments and contingencies (Note 4)                                                                                                                        |           |             |      |   |            
|Temporary equity:                                                                                                                                             |           |             |      |   |            
|Redeemable common stock, 0 and 500,000 shares issued and outstanding at March 31, 2008
and 2007, respectively                                                 |           | -           |      |   | 500,000    
|Shareholders' deficit:                                                                                                                                        |           |             |      |   |            
|Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued                                                                                    |           | -           |      |   | -          
|Common stock, $.001 par value, 50,000,000 shares authorized, 19,323,937 and 14,739,884
shares issued and outstanding at March 31, 2008 and 2007, respectively |           | 19,324      |      |   | 14,740     
|Additional paid-in capital                                                                                                                                    |           | 7,645,810   |      |   | 6,479,154  
|Accumulated deficit                                                                                                                                           |           | (7,165,708) |      |   | (8,311,354)
|Total shareholders equity (deficit)                                                                                                                          |           | 499,426     |      |   | (1,817,460)
|Total liabilities and shareholders' equity                                                                                                                    | $         | 537,214     |      | $ | 1,207,159  





See accompanying notes to consolidated financial statements.







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RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2008 AND 2007



|                                                           |  |      |            |      |   |           
|---------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                           |  | 2008 |            | 2007
|                                                           |  |      |            |      |   |           
|Revenue                                                    |  | $    | -          |      | $ | -         
|Cost of sales                                              |  |      | -          |      |   | -         
|Gross profit                                               |  |      | -          |      |   | -         
|                                                           |  |      |            |      |   |           
|Operating expenses:                                        |  |      |            |      |   |           
|Selling, general and administrative expenses:              |  |      |            |      |   |           
|Payroll and related expenses                               |  |      | -          |      |   | -         
|Stock option expense                                       |  |      | -          |      |   | -         
|Office administration                                      |  |      | -          |      |   | -         
|Professional services                                      |  |      | -          |      |   | -         
|Other expenses                                             |  |      | -          |      |   | -         
|Total operating expenses                                   |  |      | -          |      |   | -         
|Depreciation and amortization                              |  |      | -          |      |   | -         
|Total operating expenses                                   |  |      | -          |      |   | -         
|Income (loss) from operations                              |  |      | -          |      |   | -         
|Interest, net                                              |  |      | -          |      |   | -         
|Net loss before income tax                                 |  |      | -          |      |   | -         
|Income tax expense                                         |  |      | -          |      |   | -         
|Net loss from continuing operations                        |  |      | -          |      |   | -         
|                                                           |  |      |            |      |   |           
|Net loss from discontinued operations before tax           |  |      | (672,653)  |      |   | (95,394)  
|Income tax expense from discontinued operations            |  |      | 174,760    |      |   | (174,760) 
|Net income (loss) from discontinued operations, net of tax |  |      | (847,413)  |      |   | 79,366    
|Gain on sale of assets                                     |  |      | 1,993,059  |      |   | -         
|Net income                                                 |  | $    | 1,145,646  |      | $ | 79,366    
|                                                           |  |      |            |      |   |           
|Net income (loss) per share:                               |  |      |            |      |   |           
|Discontinued operations, net of tax                        |  | $    | (0.04)     |      | $ | 0.01      
|Gain on sale of assets                                     |  |      | 0.10       |      |   | -         
|                                                           |  |      | 0.06       |      |   | 0.01      
|                                                           |  |      |            |      |   |           
|Weighted average number of common shares outstanding:      |  |      |            |      |   |           
|Basic and diluted                                          |  |      | 19,323,937 |      |   | 15,239,884





See accompanying notes to consolidated financial statements.







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RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED MARCH 31, 2008 AND 2007



|                                   |              |  |         |        |            |             |           |               |  |        |             |  |   |            
|---------------------------------- | ------------ |  | ------- | ------ | ---------- | ----------- | --------- | ------------- |  | ------ | ----------- |  | - | -----------
|                                   |              |  |         |        | Additional |             |           |               |  | Total 
|                                   | Common Stock |  | Paid-in |        |            | Accumulated |           | Shareholders'
|                                   | Shares       |  | Amount  |        | Capital    |             |           | Deficit       |  | Equity
|Balances March 31, 2006            | 14,739,885   |  | $       | 14,740 |            | $           | 6,476,041 |               |  | $      | (8,390,720) |  | $ | (1,899,939)
|Value of stock options             | -            |  |         | -      |            |             | 3,113     |               |  |        | -           |  |   | 3,113      
|Net loss                           | -            |  |         | -      |            |             | -         |               |  |        | 79,366      |  |   | 79,366     
|Balances March 31, 2007            | 14,739,885   |  | $       | 14,740 |            | $           | 6,479,154 |               |  | $      | (8,311,354) |  | $ | (1,817,460)
|Conversion of debentures and notes | 4,584,052    |  |         | 4,584  |            |             | 1,166,656 |               |  |        | -           |  |   | 1,171,240  
|Net income                         | -            |  |         | -      |            |             | -         |               |  |        | 1,145,646   |  |   | 1,145,646  
|Balances March 31, 2008            | 19,323,937   |  | $       | 19,324 |            | $           | 7,645,810 |               |  | $      | (7,165,708) |  | $ | 499,426    





See accompanying notes to consolidated financial statements.







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RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2008 AND 2007



|                                                                          |      |             |      |   |          
|------------------------------------------------------------------------- | ---- | ----------- | ---- | - | ---------
|                                                                          | 2008 |             | 2007
|Cash flows from operating activities:                                     |      |             |      |   |          
|Net income                                                                | $    | 1,145,646   |      | $ | 79,366   
|Adjustments to reconcile net income to cash used in operating activities: |      |             |      |   |          
|Depreciation                                                              |      | 3,371       |      |   | 13,485   
|Amortization                                                              |      | 12,500      |      |   | 50,000   
|Liabilities write-down                                                    |      | -           |      |   | (168,515)
|Income from forgiveness of debt                                           |      | (48,749)    |      |   | -        
|Gain on sale of assets                                                    |      | (1,993,059) |      |   | -        
|Stock option expense                                                      |      | -           |      |   | 3,113    
|Changes in assets and liabilities:                                        |      |             |      |   |          
|Accounts receivable  trade and other                                     |      | 178,222     |      |   | 29,724   
|Prepaid expenses and other                                                |      | -           |      |   | 1,278    
|Accounts payable                                                          |      | 79,491      |      |   | 934      
|Due to directors, officers and employees                                  |      | 8,727       |      |   | 68,115   
|Deferred tax asset                                                        |      | 174,760     |      |   | (174,760)
|Other current liabilities                                                 |      | (2,259)     |      |   | 39,103   
|Cash used in operating activities                                         |      | (441,350)   |      |   | (58,157) 
|                                                                          |      |             |      |   |          
|Cash flows from financing activities:                                     |      |             |      |   |          
|Proceeds from sale of stock                                               |      | 2,101,150   |      |   | -        
|Repurchase of stock owned by Protegrity                                   |      | (500,000)   |      |   | -        
|(Repayment of) proceeds from notes payable and other debt                 |      | (1,021,432) |      |   | 35,944   
|Cash provided by investing activities                                     |      | 579,718     |      |   | 35,944   
|                                                                          |      |             |      |   |          
|Cash flows from investing activities:                                     |      |             |      |   |          
|Sale (purchases) of fixed assets                                          |      | 11,161      |      |   | (649)    
|Sale of assets                                                            |      | 321,416     |      |   | -        
|Cash provided by (used in) investing activities                           |      | 332,577     |      |   | (649)    
|Net increase (decrease) in cash                                           |      | 470,945     |      |   | (22,862) 
|Cash and cash equivalents, beginning of year                              |      | 66,269      |      |   | 89,131   
|Cash and cash equivalents, end of year                                    | $    | 537,214     |      | $ | 66,269   
|                                                                          |      |             |      |   |          
|Supplemental cash flow information:                                       |      |             |      |   |          
|Interest paid                                                             | $    | 44,719      |      | $ | 47,544   
|Taxes paid                                                                | $    | -           |      | $ | -        





See accompanying notes to consolidated financial statements.







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RPHL ACQUISITION CORP.

(formerly ROCKPORT HEALTHCARE GROUP, INC.)

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008



Note 1.

Organization and Nature of Business



Organization and Nature of Business



RPHL Acquisition Corp., formerly Rockport Healthcare Group, Inc., (Rockport or the Company) was incorporated in the State of Delaware on May 4, 1992, as Protokopus Corporation. The Company had no operating history other than organizational matters until December 17, 1997.  On December 17, 1997, the Company acquired all of the issued and outstanding common stock of The Rockport Group of Texas, Inc. (Rockport Texas), a Nevada corporation, in a business combination accounted for as a reverse acquisition.  Pursuant to an Agreement and Plan of Reorganization dated December 12, 1997, between the Company and Rockport Texas, each outstanding share of common stock of Rockport Texas was converted to the right to receive 961.6212 shares of common stock of the Company.  On January 18, 1998, the Company changed its name from Protokopus Corporation to Rockport Healthcare Group, Inc. On May 30, 2007, in conjunction with the sale of substantially all of the operating assets of the business, the Company changed its name to RPHL Acquisition Corp.



On July 2, 2007, RPHL Acquisition Corp., formerly Rockport Healthcare Group, Inc., completed the sale of its wholly owned subsidiary Rockport Community Network, Inc., a Nevada corporation pursuant to a Stock Purchase Agreement dated May 16, 2007 between Rockport and Nexus Asset Acquisition Co., a Delaware corporation (Nexus).  Rockport sold to Nexus 100% of the outstanding common stock of RCN (the Stock Purchase), which resulted in the sale of substantially all of Rockports assets.

Rockport was a management company dedicated to developing, operating and managing networks consisting of healthcare providers and medical suppliers that serve employees with work-related injuries and illnesses.  Rockport offered access to a comprehensive healthcare network at a local, state or national level for its clients and their customers.  Typically, Rockports clients were property and casualty insurance companies, employers, bill review/medical cost containment companies, managed care organizations, software/bill review companies and third party administrators.



The Company contracted with physicians, hospitals and ancillary healthcare providers at rates below the maximum allowed by applicable state fee schedules or if there is no state fee schedule, rates below usual and customary charges for work-related injuries and illnesses.  The Company generated revenue by receiving as a fee, a percentage of the medical cost savings realized by its clients.  The medical cost savings realized by its clients is the difference between the maximum rates allowed for workers compensation claims in accordance with the state allowed fee schedules or usual and customary charges and the discounted rates negotiated by the Company with its healthcare providers.



The Company had contracts with healthcare providers and/or network partners in all fifty states and the District of Columbia.  The Company had in excess of 300,000 healthcare providers nationwide that served its clients and their customers for their injured employees care.  Should a client or their customer have particular needs in an under-served market, Rockport or its network partner had a skilled team of experienced network development personnel capable of custom building the under-served market for the client.



Stock-Based Compensation



In December 2004, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standard (SFAS) No. 123R, Share-Based Payment. This statement is a revision to SFAS No. 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R establishes accounting for share-based compensation awards exchanged for employee services and requires companies to expense the estimated fair value of these awards over the requisite employee service period.







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The Company adopted SFAS No. 123R on April 1, 2006, using the modified prospective application, which provides for certain changes to the method for valuing share-based compensation. Under the modified prospective application, prior periods are not revised for comparative purposes. The valuation provisions of SFAS No. 123R apply to new awards and to awards that are outstanding on the effective date and subsequently are modified or cancelled. Estimated compensation expense for awards outstanding at the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under SFAS No. 123 with modification for estimated forfeitures.



Stock-based Compensation Information under SFAS No. 123R



Upon adoption of SFAS No. 123R, the Company is continuing to use the Black-Scholes option-pricing model for valuation of share-based awards granted following April 1, 2006, but with future modifications for estimated vesting forfeiture rates applied. The Company decided that the Black-Scholes option-pricing model is an appropriate method for valuing employee grants due to the historical volatility of our stock price combined with vesting provisions for a majority of the stock option grants.



As share-based compensation expense recognized in the Condensed Consolidated Statement of Operations for the year ended March 31, 2008 is based on awards ultimately expected to vest, it is reduced for estimated forfeitures. SFAS No. 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Companys pro forma information required under SFAS No. 123 for the periods prior to 2006, the Company also accounted for forfeitures, but as they occurred.



The Company recorded $0 and $3,113 in share-based compensation expense during the years ended March 31, 2008 and 2007, respectively.



Prior to adopting the provisions of SFAS No. 123R, the Company estimated its share-based employee compensation expense using the intrinsic value method of accounting in accordance with APB Opinion No. 25. Because the Company established the exercise price based on the fair market value of the Companys stock at the date of grant, the options had no intrinsic value upon grant, and therefore no expense was recorded. There are no exercisable stock options outstanding as of March 31, 2008.



Note 2.

Summary of Significant Accounting Policies



a)

Consolidation



As of March 31, 2008, the Company had two wholly owned subsidiaries: Rockport Group of Texas, Inc. and Rockport Preferred, Inc. Rockport Group of Texas, Inc. (RGT) was incorporated in the State of Nevada on July 23, 1997.  RCN and RGT, for accounting purposes, were solely disbursing entities for the Company and have no business operations.  RGT processed payroll and paid payroll costs and other selling, general and administrative expenses on behalf of the Company.  Rockport Preferred, Inc. is a dormant subsidiary, which has no ongoing operations.  All material inter-company balances and inter-company transactions have been eliminated for the purpose of presenting the accompanying audited consolidated financial statements. Due to the sale of Rockport Community Network, Inc. in July 2007, the Company has no business operations



b)

Cash and Cash Equivalents



Cash and cash equivalents consist of cash on hand, time deposits and liquid debt investments with original maturities of three months or less at the time of purchase.



c)

Property and Equipment



Property and equipment are stated at cost.  Depreciation is computed on the straight-line method over the estimated economic lives of the assets, which range from three to seven years.







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d)

Income Taxes



The Company accounts for income taxes on the liability method, under which the amount of deferred income taxes is based on the tax effects of the differences between the financial and income tax basis of the Companys assets, liabilities and operating loss carryforwards at the balance sheet date based upon existing tax laws.  Deferred tax assets are recognized if it is more likely than not that the future income tax benefit will be realized.  Since utilization of net operating loss carryforwards is not assured, no benefit for future offset of taxable income has been recognized in the accompanying financial statements.



e)

Long-lived Assets



The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.



f)

Use of Estimates



The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States of America requires the Companys management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.  Actual results could differ from those estimates.



h)

Comprehensive Income (Loss)



Comprehensive income is defined as all changes in shareholders equity, exclusive of transactions with owners, such as capital instruments.  Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries, changes in market value of certain investments in securities and certain changes in minimum pension liabilities.  The Companys comprehensive loss was equal to its net loss for the years ended March 31, 2008 and 2007.



i)

Revenue Recognition



Revenue is recognized when earned.  Revenue is earned at such time as the Companys contractual discounts with its healthcare providers are applied to its clients medical bills, which produces a savings.  The Companys revenue is a contractual percentage of the savings realized.  At the time the contractual discounts are applied, the revenue is realized and collection is reasonably assured.



j)

Income/Loss Per Share



The Company computes net income/loss per share by dividing income or loss applicable to common shareholders by the weighted average number of shares of the Companys common stock outstanding during the period.  Diluted net income/loss per share is determined in the same manner as basic net income/loss per share except that the number of shares is increased assuming exercise of dilutive stock options and warrants using the treasury stock method and dilutive conversion of the Companys convertible debt.



k)

Stock Compensation Plan



The Company maintains stock-based compensation plans described as follows:



On August 5, 2002, the Board of Directors of the Company adopted the 2002 Stock Option Plan (the 2002 Plan).  The shareholders of the Company approved the 2002 Plan on October 9, 2002.  The 2002 Plan provides for the granting of awards of up to 1,000,000 shares of the Companys common stock to key employees, directors and other persons who have contributed or are contributing to the Companys success.  Awards under the 2002 Plan will be granted as determined by the Companys Board of Directors.  The options that may be granted pursuant to the 2002 Plan may be either incentive stock options qualifying for beneficial tax treatment for the recipient or nonqualified stock options.







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On December 7, 2000, the directors of the Company adopted the 2000 Long-Term Incentive Plan (the 2000 Plan).  The 2000 Plan was approved by the Companys shareholders at its annual shareholder meeting held in September 2001.  The 2000 Plan provides for the granting of awards of up to 1,000,000 shares of the Companys common stock to key employees, directors and other persons who have contributed or are contributing to the Companys success.  Awards under the 2000 Plan will be granted as determined by the Companys Board of Directors.  The options that may be granted pursuant to the 2000 Plan may be either incentive stock options qualifying for beneficial tax treatment for the recipient or nonqualified stock options.



As of March 31, 2008, there are no outstanding exercisable stock options; all of the aforementioned stock options have either expired or have been canceled.



Prior to April 1, 2006, the Company accounted for these plans under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations as permitted by Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based Compensation.  Substantially no expense associated with employee stock options was recognized prior to April 1, 2006 as all options granted under the plans had an exercise price equal to the market value of the underlying common stock on the date of the grant.



Effective April 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (R) (SFAS 123(R)), Share-Based Payment using the modified prospective transition method.  Under this transition method, compensation cost recognized on or after April 1, 2006 includes (a) compensation cost for all share-based payments granted prior to, but not yet vested as of April 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted on or after April 1, 2006, based on the grant date fair value estimated in accordance with SFAS No. 123 (R).  In accordance with this transition method, the Companys financial statements for the prior periods have not been restated to reflect, and do not include the impact of SFAS No. 123 (R).



During fiscal 2007, the Company recorded stock option compensation cost of $3,113.  Stock-based compensation expense on current year grants and all share-based payments granted prior to, but not yet vested as of April 1, 2007, are recorded on a straight-line basis over the vesting period directly to additional paid-in-capital. There were no stock options granted subsequent to March 31, 2006. There were 170,000 stock options outstanding at March 31, 2007. 1,398,900 stock options expired during the year ended March 31, 2007. During fiscal 2008, the Company did not record any stock option compensation and all previously outstanding stock options have expired or have been cancelled.



l)

Fair Value of Financial Instruments



The fair value of financial instruments, primarily accounts receivable, accounts payable and other current liabilities, closely approximate the carrying values of the instruments due to the short-term nature of such instruments.



m)

Reclassifications



Amounts in the prior years financial statements have been reclassified as necessary to conform to the current years presentation.



Note 3.   Discontinued Operations



On July 2, 2007, RPHL Acquisition Corp., formerly Rockport Healthcare Group, Inc., completed the sale of its wholly owned subsidiary Rockport Community Network, Inc., a Nevada corporation pursuant to a Stock Purchase Agreement dated May 16, 2007 between Rockport and Nexus Asset Acquisition Co., a Delaware corporation (Nexus).  Rockport sold to Nexus 100% of the outstanding common stock of RCN (the Stock Purchase), which resulted in the sale of substantially all of Rockports assets. Prior to the sale, the Company had $437,687 in revenue for the period April 1, 2007 through July 2, 2007.





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In consideration for the Stock Purchase, Nexus paid Rockport a purchase price of $2,101,149.98.  As part of the purchase price, Nexus agreed to assume certain liabilities related to Rockports healthcare management business and the payment of Rockports expenses related to the Stock Purchase.  There were no material relationships between Nexus and Rockport, or any of Rockports officers or directors.  Certain officers of Rockport agreed to employment terms with an affiliate of Nexus upon closing of the Stock Purchase.

Pursuant to the Purchase Agreement, a portion of the purchase price was used to repay substantially all of Rockports outstanding note payables and other outstanding obligations, including outstanding note payables and accrued expenses and fees payable to certain of our directors and officers.  Rockport currently has approximately $499,425 of the purchase price after payment of its retained liabilities, from which it intends to make a dividend to its stockholders. The record date for the determination of the stockholders entitled to such dividend has not been determined.



Note 4.

Commitments and Contingent Liabilities



One of the Companys subsidiaries had assumed leases for office space and equipment under operating leases expiring at various dates through 2011. Effective July 2, 2007, the Company transferred all leases to Nexus Asset Acquisition Co.



Mr. Baldwin, a director of the Company, had an engagement agreement with the Company effective April 1, 2001, whereby he earned a fee for performance of legal services of $250 per hour, with a minimum guaranteed payment of $5,000 per month.  Effective April 1, 2002, the agreement was amended and the minimum guaranteed payment was increased to $6,500 per month.  This agreement has a one-year term and automatically renews for one-year periods thereafter unless either party terminates the agreement within sixty days prior to the end of any annual period.  This agreement automatically renewed effective April 1, 2005.  The agreement was terminated upon consummation of the asset sale.



Note 5.

Stock Options and Warrants



Stock Warrants



On November 26, 2001, in conjunction with a consulting services agreement with an individual, the Company issued warrants to purchase 1,000,000 shares of restricted common stock of the Company at any time until November 25, 2011, at a price of $.345 per share, the fair market value on the date of grant determined by the mean between the closing bid and asked price.  The consulting services agreement is for a period of ten years, however, the warrants issued pursuant to the consulting agreement vested immediately and are currently exercisable regardless of whether the consulting agreement is terminated prior to the expiration of its ten-year term.  Since the warrants are immediately exercisable, the Company has expensed the full amount of the fair value of the warrants issued as of the date of issuance, which was $345,000.  No warrants have been exercised as of March 31, 2008 and the individual agreed to terminate his rights to exercise the warrants. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free rate of 6%; volatility of 320%; no assumed dividend yield and an estimated life of three years.



Note 6.

Related Party Transactions



See Note 3 Commitments and Contingent Liabilities for a discussion of legal services provided by Mr. Baldwin.



Note 7.

Liquidity



The accompanying financial statements have been prepared assuming that RPHL Acquisition Corp., formerly Rockport Healthcare Group, Inc., will continue as a going concern.  The Company total shareholders equity was $499,426 as of March 31, 2008.



The Company has funded its operations through the sale of Company common stock, borrowing funds from outside sources and conversion of employee, director and shareholder debt into restricted common stock.  At March 31, 2008, the Company had available cash in non-restrictive accounts of $537,214 and $37,788 in accounts payable.



The Company intends to distribute any remaining cash balances to the Company shareholders.







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Note 8.

Accounts Receivable



The Company has an accounts receivable balance of $42,216 as of March 31, 2008. The total balance is due from Nexus Asset Acquisition Co. pursuant to the Stock Purchase Agreement dated May 16, 2007, and represents the agreed upon reimbursement to the Company for audit fees incurred for the March 31, 2007 audit of the Companys financial statements. The accounts receivable balance is currently in dispute and reimbursement has not been received. As of March 31, 2008, the Company recorded an allowance for doubtful accounts for the full amount due.



Note 9.

Income Taxes



The following table sets forth a reconciliation of the statutory federal income tax for the years ended March 31, 2008 and 2007.  The income before taxes was $1,320,406 in 2008 and the loss before taxes was $95,394 in 2007.



|                                                        |      |           |      |   |          
|------------------------------------------------------- | ---- | --------- | ---- | - | ---------
|                                                        | 2008 |           | 2007
|Income tax expense (benefit) computed at statutory rate | $    | 448,938   |      | $ | (32,434) 
|Accrual to cash conversion                              |      | 12,847    |      |   | 12,723   
|Decrease in valuation allowance                         |      | (256,156) |      |   | (155,049)
|Unlocated difference                                    |      | (30,869)  |      |   | -        
|Tax expense (benefit)                                   | $    | 174,760   |      | $ | (174,760)



The Company will file a consolidated income tax return.



Deferred Income Taxes



The tax effects of the temporary differences between financial statement income and taxable income are recognized as deferred tax asset and liability as of March 31, 2008 and 2007 is set below.



|                                 |           |             |      |   |            
|-------------------------------- | --------- | ----------- | ---- | - | -----------
|                                 | March 31,
|                                 | 2008      |             | 2007
|Deferred tax assets:             |           |             |      |   |            
|Net operating loss carryforwards | $         | 1,634,957   |      | $ | 2,065,873  
|Valuation allowance              |           | (1,634,957) |      |   | (1,891,113)
|Net deferred asset               | $         | -           |      | $ | 174,760    



At March 31, 2008, the Company has a net operating loss carryforward of approximately $4,809,000 which will begin to expire, if unused, beginning in 2015.  Future utilization of the net operating loss carryforwards will be limited by changes in the ownership of the Company under Section 382 of the Internal Revenue Code.  The Company estimates $4,809,000 of its net operating loss carryforward will be limited by Section 382.







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Note 10.

Going Concern



As shown in the accompanying financial statements, the Company has an accumulated deficit of $7,165,708 at March 31, 2008. These conditions raise substantial doubt as to the Companys ability to continue as a going concern.  These financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern. The Company does not currently have any sources of revenues



Note 11.

Subsequent Events



In May 2008, the Company entered into a Stock Purchase Agreement with Belmont Partners, LLC for Belmonts purchase of twenty-million one-hundred thousand (20,100,000) shares of the Companys common stock for an aggregate of $180,000 in cash.  The total of 20,100,000 shares will represent approximately 51% of all of the shares of common stock now outstanding.  Belmont Partners, LLC used cash to purchase the shares of the Company. The issuance of these shares resulted in a change of control of the Company.







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



None



ITEM 8A.  CONTROLS AND PROCEDURES.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief Financial Officer (the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure.



Evaluation of disclosure controls and procedures. In connection with the audit of the Companys financial statements for the year March 31, 2008, the Companys chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act).  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2008.  The president/chief financial officer determined that the Company did not maintain effective controls over the financial reporting process due to an insufficient complement of personnel with an appropriate complement of personnel with an appropriate level of accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with its financial reporting requirements.



ITEM 8B.  OTHER INFORMATION



None



PART III



ITEM 9.  DIRECTORS AND EXECUTIVER OFFICERS OF REGISTRANT



As of May 7, 2008, the Companys directors and executive officers are as follows:



|              |  |     |  |                                              
|------------- |  | --- |  | ---------------------------------------------
|Name          |  | Age |  | Office Held                                  
|Harry M. Neer |  | 68  |  | Director, Chief Executive Officer, President,
|              |  |     |  | Chief Financial Officer and Treasurer        



|                |  |    |  |                      
|--------------- |  | -- |  | ---------------------
|John K. Baldwin |  | 74 |  | Chairman of the Board



|                |  |    |  |         
|--------------- |  | -- |  | --------
|Eric H. Kolstad |  | 47 |  | Director





Harry M. Neer.  Mr. Neer has been President, Chief Executive Officer and a director of Rockport since 1997. Mr. Neer has a Masters degree in Hospital Administration and his entire career has been in the healthcare delivery and managed healthcare industry.  Mr. Neers experience includes serving as President of USA Health Network, as Division Vice President of the Hospital Corporation of America and as President of the Presbyterian Hospital System in Oklahoma City, Oklahoma.  Prior to 1993, Mr. Neer was a consultant for USA Healthcare Network, Inc. and Columbia Hospital Systems.  From January 1993 to October 1994, Mr. Neer was President of USA Health Holding, a holding company for a group of managed healthcare companies.  From November 1994 to November 1997, Mr. Neer provided consulting services to the healthcare industry.  Mr. Neer is the father of Gregory H. Neer and Mark C. Neer. As a condition to closing, Harry Neer entered into an employment or consulting agreement with RCN or an affiliate of Nexus on terms reasonably satisfactory to Nexus.







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John K. Baldwin.  Mr. Baldwin has been Chairman of the Board and a director of Rockport since 1997.  Mr. Baldwin is an attorney and possesses an MBA degree in finance.  During the period 1961 through 1970, Mr. Baldwin served as corporate counsel and held various executive positions with Litton Industries and Dart Industries. Thereafter, as an entrepreneur, he founded businesses that operated profitably in the areas of real estate development, direct sales to consumers and providing marketing and financial services to healthcare providers.  His wholly owned Athena Company, a direct marketing business, was sold to the Gillette Company in 1976.  In 1977, Mr. Baldwin co-founded and served as Vice Chairman of American Sterling Corporation that engaged in providing insurance and data processing services to major financial institutions.  This business was sold to Zurich Insurance Company in 1997.



Eric H. Kolstad.  Mr. Kolstad has been a director of Rockport since March 2000.  Mr. Kolstad is currently an investment advisor with Capstone Investments, Newport Beach, California.  In 1985, Mr. Kolstad joined Merrill Lynchs Private Client Group in Newport Beach and then in 1997 joined Capstone Investments.  Mr. Kolstad, in addition to his Capstone responsibilities, is currently General Partner of Cristal Investments, LLC, the general partner of a hedge fund for accredited investors.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors, executive officers and persons who own beneficially more than ten percent of the common stock of the Company, to file reports of ownership and changes of ownership with the SEC.  Based solely on the reports received by the Company and on written representations from certain reporting persons, the Company believes that the directors, executive officers and greater than ten percent beneficial owners have complied with all applicable filing requirements during the last fiscal year.



Audit Committee



The Companys audit committee oversees its corporate accounting and financial reporting process.  Among other duties, it:



·

evaluates its independent auditors qualifications, independence and performance;

·

determines the engagement of the independent auditors;

·

approves the retention of its independent auditors to perform any proposed permissible non-audit services;

·

reviews its financial statements;

·

reviews its critical accounting policies and estimates;

·

oversees its internal audit function; and

·

discusses with management and the independent auditors the results of the annual audit and the review of its quarterly financial statements.



The current members of the Company's audit committee are Mr. Kolstad, who is the committee chair, and Mr. Baldwin.  The Company's Board of Directors has determined that neither Messrs. Kolstad nor Baldwin qualifies as an "audit committee financial expert" as defined by the SEC in Item 401(e) of Regulation S-B.  However, the Company believes that each of the members of the Company's Board of Directors and the members of the Company's audit committee are collectively capable of analyzing and evaluating its financial statements and understanding internal controls and procedures for financial reporting.  In addition, the Company believes that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not currently warranted in its financial circumstances.



Code of Ethics



The Company has adopted a Code of Ethics that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer and any person performing similar functions) and employees.







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Stockholder Nominations Procedures



Stockholders, meeting the following requirements, who want to recommend a director candidate may do so in accordance with the Companys Bylaws and the following procedures established by the Board of Directors.  The Company will consider all director candidates recommended to the Board of Directors by shareholders owning at least 5% of the Companys outstanding shares at all times during the year preceding the date on which the recommendation is made that meet the qualifications established by the Board.  To make a nomination for director at an annual meeting, a written nomination solicitation notice must be received by the Board of Directors at the Companys principal executive office not less than 120 days before the date the Companys proxy statement was mailed to stockholders in connection with the Companys previous annual meeting.  The written nomination solicitation notice must contain the following material elements, as well as any other information reasonably requested by the Board of Directors:



·

the name and address, as they appear on the Companys books, of the stockholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made;

·

a representation that the stockholder giving the notice is a holder of record of the Companys stock entitled to vote at the annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice;

·

a complete biography of the nominee, as well as consents to permit the Company to complete any due diligence investigations to confirm the nominees background, as the Company believes to be appropriate;

·

a description of all litigation to which the nominee or any of his or her affiliates have been a party within the past ten years;

·

the disclosure of all special interests and all political and organizational affiliations of the nominees;

·

a signed, written statement from the director nominee as to why the director nominee wants to serve on the Companys Board, and why the director nominee believes that he or she is qualified to serve;

·

a description of all arrangements or understandings between or among any of the stockholders giving the notice, the beneficial owner, if any, on whose behalf the notice is given, each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder giving the notice;

·

such other information regarding each nominee proposed by the stockholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and

·

the signed consent of each nominee to serve as a director of the Company if so elected.



In considering director candidates, the Board of Directors will consider such factors as it deems appropriate to assist in developing a board and committees that are diverse in nature and comprised of experienced and seasoned advisors.  Each director nominee is evaluated in the context of the full Boards qualifications as a whole, with the objective of establishing a Board that can best perpetuate the success of the Companys business and represent shareholder interests through the exercise of sound judgment.  Each director nominee will be evaluated considering the relevance to the Company of the director nominees respective skills and experience, which must be complimentary to the skills and experience of the other members of the Board.







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ITEM 10.  EXECUTIVE COMPENSATION



The following table sets forth in summary form the compensation received during each of the last three successive completed fiscal years by the Companys named executive officers:



SUMMARY COMPENSATION TABLE



|                                      |  |      |  |        |         |       |   |     |        |        |        |              |       |    |  |   |        
|------------------------------------- |  | ---- |  | ------ | ------- | ----- | - | --- | ------ | ------ | ------ | ------------ | ----- | -- |  | - | -------
|                                      |  |      |  |        |         |       |   |     |        | STOCK  |        |              |       |    |  |  
|                                      |  |      |  | SALARY |         |       |   |     | AWARDS |        | OPTION |              | TOTAL
|NAME AND                              |  |      |  | (1)    |         | BONUS |   | (2) |        | AWARDS |        | COMPENSATION
|PRINCIPAL POSITION                    |  | YEAR |  | ($)    |         | ($)   |   | ($) |        | ($)    |        | ($)         
|Harry M. Neer                         |  | 2008 |  | $      | 37,500  |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 37,500 
|President, Chief Executive Officer,   |  | 2007 |  | $      | 150,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 150,000
|Chief Financial Officer and Treasurer |  | 2006 |  | $      | 200,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 200,000
|                                      |  |      |  |        |         |       |   |     |        |        |        |              |       |    |  |   |        
|Gregory H. Neer                       |  | 2008 |  | $      | 36,250  |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 36,250 
|Senior Vice President                |  | 2007 |  | $      | 145,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 145,000
|Operations                            |  | 2006 |  | $      | 145,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 145,000
|                                      |  |      |  |        |         |       |   |     |        |        |        |              |       |    |  |   |        
|Mark C. Neer                          |  | 2008 |  | $      | 37,500  |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 37,500 
|Senior Vice President                |  | 2007 |  | $      | 150,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 150,000
|Business Development                  |  | 2006 |  | $      | 150,000 |       | $ | --  |        | $      | --     |              | $     | -- |  | $ | 150,000



Officer compensation for 2008 reflects only three months of compensation from April 1, 2007 through June 30, 2007. These officers signed employment agreements with Nexus upon the acquisition of Rockports assets.



Option Issuances



There were no individual grants of stock options made during the Companys last fiscal year to its named executive officers. All prior outstanding options have expired and none are outstanding as of May 9, 2008.



Employment Contracts and Termination of Employment and Change-in-Control Agreements



The Company had entered into identical employment agreements with Messrs. Harry M. Neer and Larry K. Hinson. Mr. Hinson resigned from his positions as Chief Financial Officer and Treasurer on February 28, 2006. His employment agreement was terminated upon his resignation and no compensation was paid under the terms of his employment agreement. Mr. Harry Neers employment agreement was terminated upon consummation of the sale to Nexus and he received no compensation under the agreement. There are no employment agreements with Gregory H. Neer or Mark C. Neer.



Compensation of Directors



Directors who are employees or consultants of the Company do not receive any compensation for serving as directors.  All directors are reimbursed for ordinary and necessary expenses incurred in attending any meeting of the Board of Directors or any committee thereof or otherwise incurred in their capacities as directors.



Mr. Baldwin has an engagement agreement with the Company effective April 1, 2001, whereby he earns a fee for performance of legal services of $250 per hour, with a minimum guaranteed payment of $5,000 per month.  Effective April 1, 2002, the agreement was amended and the minimum guaranteed payment was increased to $6,500 per month.  This agreement has a one-year term and automatically renews for one-year periods thereafter unless either party terminates the agreement within sixty days prior to the end of any annual period.  This agreement automatically renewed effective April 1, 2005.  Mr. Baldwins agreement was cancelled upon the sale of the assets to Nexus.







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ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



As of May 9, 2008, 19,323,937 shares of common stock were outstanding.  The following table sets forth, as of such date, information with respect to shares beneficially owned by: (a) each person who is known to be the beneficial owner of more than 5% of the outstanding shares of common stock, (b) each of the Companys directors and executive officers and (c) all current directors and executive officers as a group.



Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.  Under this rule, shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant or conversion of convertible debt) within sixty days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the persons actual voting power at any particular date.



Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned by such person.  Our Common Stock is the only voting security of our Company.  A person is deemed to beneficially own a security if he or she has or shares the power to vote or dispose of the security or has the right to acquire it within 60 days.



|                                                            |                                                |                 
|----------------------------------------------------------- | ---------------------------------------------- | ----------------
|Name and Address of Beneficial Owner                        | Amount and Nature of 
Beneficial Ownership (1) | Percent
of Class
|John K. Baldwin (2)                                         | 9,001,405                                      | 47.0%           
|Harry M. Neer (3)                                           | 1,096,755                                      | 5.7%            
|Larry K. Hinson (4)                                         | 216,637                                        | 1.1%            
|Eric H. Kolstad (5)                                         | 120,983                                        | *               
|Gregory H. Neer (6)                                         | 25,000                                         | *               
|Mark C. Neer (7)                                            | 50,000                                         | *               
|All Executive Officers and Directors as a group (6 persons) | 10,510,780                                     | 54.4%           



* Less than one percent



(1)  As of May 7, 2008, there were 19,323,937 shares of Common Stock outstanding, which includes 4,584,052 shares of common stock from the conversion of principal and interest on convertible notes held by Mr. Baldwin. This does not include any stock options or warrants which are currently exercisable or shares of Common Stock to be issued upon the conversion of principal and accrued interest of the Companys convertible notes.



(2) Mr. Baldwins business address is 901 Highland Avenue, Del Mar, California 92014. Includes 4,584,052 shares of common stock from the conversion of principal and interest on convertible notes. Mr. Baldwin is a party to the Voting Agreement.



(3) Mr. Harry Neers business address is that of Rockport. Mr. Neer is a party to the Voting Agreement.



(4) Mr. Hinsons business address is 8404 La Camila NE, Albuquerque, New Mexico 87111. Mr. Hinson is a party to the Voting Agreement.



(5) Mr. Kolstads business address is 2600 Michelson Drive, 17th Floor, Irvine, California 92612.  Mr. Kolstad is a party to the Voting Agreement.



(6) Mr. Gregory Neers business address is that of Rockport.



(7) Mr. Mark Neers business address is that of Rockport.







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Equity Compensation Plans



The Company had a 2000 Long-Term Incentive Plan and 2002 Stock Option Plan. The plan was terminated upon consummation of the sale to Nexus.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Voting Agreement



As a condition and in order to induce Nexus to enter into this transaction each of our directors entered into an agreement with Nexus pursuant to which each such person in his capacity as a stockholder of the Company agreed, among other things, to take certain actions in furtherance of the Stock Purchase, including causing the execution and delivery of a written consent in accordance with Section 228 of the DGCL, pursuant to which such individual consented to the adoption of the Stock Purchase Agreement and the approval of the Stock Purchase.



Neer Employment or Consulting Agreements



As a condition to closing, each of Harry Neer, Gregory Neer and Mark Neer entered into employment or consulting agreements with RCN or an affiliate of Nexus on terms reasonably satisfactory to Nexus.



Conversion and/or Repayment of Debts and Fees



Baldwin Note Conversions

On May 16, 2007, prior to the execution of the Voting Agreement, Stock Purchase Agreement, or written consent of stockholders discussed above, one of our directors, Mr. John K. Baldwin, agreed to convert certain convertible notes in the aggregate outstanding principal amount, together with accrued interest, of approximately $1 million held by Mr. Baldwin into 4,584,052 shares of our Common Stock in lieu of payment. The conversion of the debt into common shares was consummated on July 2, 2007. The convertible notes consisted of:

(i) a convertible note dated June 18, 2001, in the original principal amount of $300,000, convertible at $0.36 per share;

(ii) convertible note dated March 30, 2004 in the original principal amount of $60,000, convertible at $0.18 per share;



(iii) convertible note dated June 10, 2004 in the original principal amount of $270,000 (which was extended June 13, 2005), convertible at $0.18 per share; and



(iv) convertible note dated November 1, 2004 in the original principal amount of $135,000 (which was extended June 13, 2005), convertible at $0.18 per share.



The above notes were past due as of May 16, 2007.  Mr. Baldwin agreed to waive any penalties related thereto.



Repayment of Non Convertible Baldwin Note



In addition to the convertible notes discussed above, Mr. Baldwin has a promissory note in the original principal amount of $250,000 with accrued but unpaid interest of approximately $30,000, all of which was paid to Mr. Baldwin upon consummation of the Stock Purchase.



Harry Neer Past Due Expenses



Upon consummation of the Stock Purchase, we paid approximately $11,000 to Harry Neer for accrued but unpaid past due expenses owed to him for services rendered to the Company.







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Baldwin Legal Fees



Upon consummation of the Stock Purchase, we paid Mr. Baldwin approximately $250,000 in accrued and unpaid legal fees.



Other Agreements



Bannon Overwrite Obligation



During September 1998, the Company acquired Newton Healthcare Network, LLC from Bannon Energy Incorporated (Bannon) of which Robert D. Johnson, a former director of the Company, was sole owner of Bannon, pursuant to a purchase and sale agreement.  In accordance with the purchase and sale agreement, Bannon received a commission overwrite of 2% of the gross revenue attributable to RCN, and the Company (the Overwrite Obligation). On May 15, 2007, Bannon agreed with the Company and RCN to terminate the Overwrite Obligation upon consummation of the Stock Purchase in exchange for $180,000. The consideration was paid on July 2, 2007.



Protegrity Redemption



In July 2003, we purchased all healthcare provider agreements from Protegrity Services, Inc., (Protegrity), a wholly owned subsidiary of Protegrity Holdings, Inc. (Holdings), pursuant to an asset purchase agreement that included an earnout fee through July 2008.  We issued 500,000 shares of our Common  Stock to Holdings as consideration for the purchased assets, and provided that our Common Stock did not trade above $1.00 per share prior to July 2008, we agreed to purchase from Holdings at a price of $1.00 per share any outstanding shares then owned by Holdings that had not been otherwise been sold.  To date, no shares have been sold and our Common Stock has not traded over $1.00 per share since the acquisition.  We negotiated with Protegrity and Holdings to agree that 1) upon consummation of the Stock Purchase we redeemed the 500,000 shares of Common Stock for $500,000; 2) the Company paid to Protegrity the earnout fee set forth in the asset purchase agreement through the closing date; and 3) Protegrity agreed to waive the remainder of the earnout fee.



ITEM 13.  EXHIBITS



(a)

Exhibits.  The following exhibits of the Company are included herein.



Exhibit No.

Description



2.1

Stock Purchase Agreement between Rockport and Nexus Asset Acquisition Co. (2)



31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)



31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)



32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

_____________________

(1)

Filed herewith.

(2)

Previously filed with Form DEF 14C on June 11, 2007.







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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees



The aggregate fees billed by Thomas Leger & Co., LLP for professional services rendered for the audit of the Companys annual financial statements for the fiscal years ended March 31, 2008 and March 31, 2007, and for the reviews of the financial statements included in its quarterly reports on Form 10-QSB for those fiscal year were $36,415 and $42,216, respectively.



Audit-Related Fees



Thomas Leger & Co., LLP did not render any audit-related fees, which represent fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements and are not reported under Audit Fees.



Tax Fees



Thomas Leger & Co., LLP did not receive any fees for tax compliance, tax advice or tax planning from the Company during the fiscal years ended March 31, 2008 and March 31, 2007.



All Other Fees



Other than the services described above under Audit Fees and Tax Fees for the fiscal year ended March 31, 2008 and 2007, our independent accountants did not receive any other fees.



Audit Committee Pre-Approval Policies and Procedures



The 2008 audit services provided by Thomas Leger & Co., LLP were approved by the Audit Committee. The Audit Committee implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, the Audit Committee pre-approves both the type of services to be provided by the Companys independent accountants and the estimated fees related to these services.  During the approval process, the Audit Committee considers the impact of the types of services and related fees on the independence of the auditor. Throughout the year, the Audit Committee reviews revisions to the estimates of audit and non-audit fees initially approved.







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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |  |                        |                                        
| |  | ---------------------- | ---------------------------------------
| |  | RPHL ACQUISITION CORP.
| |  |                        |                                        
| |  | By:                    | /s/ Harry M. Neer                      
| |  |                        | Harry M. Neer, Chief Executive Officer,
| |  |                        | Chief Financial Officer and Treasurer  
| |  |                        |                                        
| |  | Date:                  | June 13, 2008                          













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Exhibit Index



Exhibit No.

Description



31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)



31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)



32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)



_____________________

(1)  Filed herewith









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