Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Guzov Ofsink, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2006		 3. Issuer Name and Ticker or Trading Symbol
INTERPHARM HOLDINGS INC [IPA]
(Last)
(First)
(Middle)
600 MADISON AVENUE, 14TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A 10% Cumulative Convertible Preferred Stock 06/05/2006(1)   (1) Common Stock 6,200 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guzov Ofsink, LLC
600 MADISON AVENUE, 14TH FLOOR
NEW YORK, NY 10022		     X    

Signatures

Guzov Ofsink, LLC by Darren Ofsink, Member 06/26/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Under the Certificate of Powers, Designations, Preferences and Rights of the Series A 10% Cumulative Convertible Preferred Stock (the "Certificate of Designations"), the Series A 10% Cumulative Convertible Preferred Stock (the "Series A Stock") is currently convertible into the Common Stock, par value $.01 per share of Interpharm Holdings, Inc. ("Interpharm") and there is no mandatory conversion date or date after which such Series A Stock will no longer be convertible into Common Stock. Guzov Ofsink, LLC has tendered to the Company for cancellation all of the shares of Series A Stock it owns.
(2) Under the Certificate of Designations for the Series A Stock, the current conversion rate (as adjusted pursuant to the terms of such Certificate of Designation) is approximately 1.6 shares of Common Stock for each share of Series A Stock.

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