United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
- ROCKPORT HEALTHCARE GROUP INC
- (Name of Issuer)
- Common Shares
- (Title of Class of Securities)
- 773816103
- (CUSIP Number)
- April
15,
2008
- (Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| Rule 13d-1(b) |
X | Rule 13d-1(c) |
| Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 773816103
-
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GOTTLIEB JAY
-
Check the Appropriate Box if a Member of a Group (See Instructions)
-
-
- SEC Use Only
-
Citizenship or Place of Organization
USA
Number of Shares Beneficially Owned by Each Reporting Person With:
-
Sole Voting Power
1,054,350 shares
-
Shared Voting Power
0
-
Sole Dispositive Power
1,054,350 shares
-
Shared Dispositive Power
0
-
Aggregate Amount Beneficially Owned by Each Reporting Person
1,054,350 shares
-
Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
-
Percent of Class Represented by Amount in Row 9
5.5%
-
Type of Reporting Person (See Instructions)
IN
Item 1.
-
Name of Issuer
RPHL ACQUISITION CORP.
-
Address of Issuer's Principal Executive Offices
50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027
Item 2.
-
Name of Person Filing
Jay Gottlieb
-
Address of Principal Business Office or, if None, Residence
27 Mistry Brook Lane
New Fairfield, CT 06812
-
Citizenship
USA
-
Title of Class of Securities
Common Shares
-
CUSIP Number
773816103
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
-
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
-
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
-
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
-
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
-
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
-
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
-
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
-
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
-
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
-
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
-
Amount beneficially owned:
1,054,350 shares
-
Percent of class:
5.5%
-
Number of shares as to which the person has:
-
Sole power to vote or to direct the vote:
1,054,350 shares
-
Shared power to vote or to direct the vote:
0
-
Sole power to dispose or to direct the disposition of:
1,054,350 shares
-
Shared power to dispose or to direct the disposition of:
0
Instruction. For computations regarding securities which represent a right to acquire an underlying security see
§240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
-
The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition
statements as required by §240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings,
plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
-
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
-
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c)
or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
-
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
- April
17,
2008
- Date
-
/s/ Jay Gottlieb
- Signature
- Jay Gottlieb
- Name / Title
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)