-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IRAbTwBXAdkW+p6kaYeQ2psGRGQlT8fm7b66Wp6d6mYAx9/dbprisUkDxnLTXEXf ZAlgkQKFtc3t5MeruFKr8w== 0001140361-08-009856.txt : 20080421 0001140361-08-009856.hdr.sgml : 20080421 20080421142848 ACCESSION NUMBER: 0001140361-08-009856 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTTLIEB JAY CENTRAL INDEX KEY: 0001218021 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 27 MISTY BROOK LANE CITY: NEW FAIRFIELD STATE: CT ZIP: 06812 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCKPORT HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000919606 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 330601497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62027 FILM NUMBER: 08766462 BUSINESS ADDRESS: STREET 1: 50 BRIAR HOLLOW LANE STREET 2: STE 515 WEST CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 8007344460 MAIL ADDRESS: STREET 1: 50 BRIAR HOLLOW LANE STREET 2: STE 515 WEST CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: PROTOKOPOS CORP DATE OF NAME CHANGE: 19940301 SC 13G 1 form13g.htm ROCKPORT HEALTHCARE GROUP SC 13G 4-15-2008 (GOTTLIEB) form13g.htm

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.   n/a )*
 
OMB Number
3235-0145
 
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

 
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GOTTLIEB JAY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
(b)  o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF  
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
1,054,350 shares
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,054,350 shares
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
1,054,350 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
5.5%
12
TYPE OF REPORTING PERSON*
 
IN
 

 
Item 1.


 
a.
Name of Issuer

RPHL ACQUISITION CORP.


 
b.
Address of Issuer's Principal Executive Offices

50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027

 

 
Item 2.


 
a.
Name of Person Filing

Jay Gottlieb


 
b.
Address of Principal Business Office or, if None, Residence

27 Mistry Brook Lane
New Fairfield, CT 06812


 
c.
Citizenship

USA


 
d.
Title of Class of Securities

Common Shares


 
e.
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:


 
a.
¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
b.
¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
c.
¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
d.
¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
e.
¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
f.
¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
g.
¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
h.
¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
i.
¨ 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);

 
j.
¨ 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.

 
a.
Amount beneficially owned:

1,054,350 shares


 
b.
Percent of class:

5.5%


 
c.
Number of shares as to which the person has:


 
i.
Sole power to vote or to direct the vote:

1,054,350 shares


 
ii.
Shared power to vote or to direct the vote:

0


 
iii.
Sole power to dispose or to direct the disposition of:

1,054,350 shares


 
iv.
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)
 
 

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