UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





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


For
      the
      fiscal year ended March
      31, 2005





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





Commission
      file number 0-23514





**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





Issuer’s
      revenues for the fiscal year ended March 31, 2005, were $3,166,825.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the Issuer as of June 6, 2005, based upon the average bid
      and
      asked price as of such date on the OTC Bulletin Board, was
      $316,906.





The
      Registrant’s common stock outstanding as of June 6, 2005, was 15,025,982
      shares





DOCUMENTS
      INCORPORATED BY REFERENCE: None








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





**ROCKPORT
      HEALTHCARE GROUP, INC.**











INDEX





**Part
                I**
            Item
                1.
            Description
                of BusinessItem
                2.
            Description
                of PropertyItem
                3.
            Legal
                ProceedingsItem
                4.
            Submission
                of Matters to a Vote of Security
                Holders**Part
                II**
            Item
                5.
            Market
                for Common Equity and Related Stockholder
                MattersItem
                6.
            Management’s
                Discussion and Analysis and Results ofOperations
                and Financial ConditionItem
                7.
            Financial
                StatementsItem
                8.
            Changes
                in and Disagreements with Accountants onAccounting
                and Financial DisclosureItem
                8A.
            Controls
                and ProceduresItem
                8B.
            Other
                Information**Part
                III**
            Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons,Compliance
                with Section 16(a) of the Exchange ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners andManagementItem
                12.
            Certain
                Relationships and Related Party
                TransactionsItem
                13.
            ExhibitsItem
                14.
            Principal
                Accountant Fees and Services











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. Important factors that may cause results to differ from
      projections include, for example:





·
            the
                Company’s ability to forge and maintain contractual relationships with
                healthcare providers and clients;


·
            the
                Company’s ability to convince customers of its current clients to access
                the Company’s provider network;


·
            continued
                efforts to control covered workers’ compensation claims
                costs;


·
            potential
                regulatory intervention, if the Company fails to comply with regulatory
                requirements;


·
            proposed
                future efforts to control administrative costs, and future provider
                utilization rates;


·
            future
                government regulations;


·
            the
                ability of the Company to price its services
                competitively;


·
            sources
                for sufficient additional capital to meet the Company’s growth and
                operations; and


·
            the
                failure to properly manage and successfully integrate additional
                providers
                and/or clients.





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**





**Overview**





Rockport
      Healthcare Group, Inc. (“Rockport” or the “Company”) is 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 offers access to a comprehensive
      healthcare network at a local, state or national level for its clients and
      their
      customers. Typically, Rockport’s clients are 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 contracts 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 generates 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 is 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”) repricing
      information and assistance in facilitating payment to the contracted rates
      and
      provide resolution to reimbursement problems in a timely manner.





The
      Company’s goals are 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 has healthcare providers and/or network partners in all fifty states
      and
      the District of Columbia. As of March 31, 2005, the Company has in excess of
      315,000 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
      has a skilled team of experienced network development personnel capable of
      custom building the under-served market for the client.





**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.





As
      of
      March 31, 2005, the Company has 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 prepares and issues invoices to the Company’s clients,
      collects accounts receivable and issues 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.





**The
      Company’s Products and Services**





The
      Company assists its clients in decreasing medical costs associated with workers’
      compensation by providing these clients referral products and services to access
      the Company’s network of healthcare professionals and facilities, which the
      Company markets as Rockport United Network sm .
      The
      provider network is referred to as a preferred provider organization
      ("PPO").





The
      Company contracts 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, at rates below usual and customary allowables
      for work-related injuries and illnesses. The Company generates 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 continues to expand its PPO network in additional areas of the country
      in conjunction with the expansion of its client base, either through direct
      contracting with providers, through strategic network alliances with third
      party
      networks, which it refers to as network partners, or through purchases of
      networks. The Company utilizes its own network development staff to enhance
      its
      PPO network and custom build in a market for a given client. Effective July
      7,
      2003, the Company purchased the healthcare provider agreements from Protegrity
      Services, Inc., (“Protegrity”) which included certified networks in the states
      of Florida and Kentucky and providers in a variety of other states. As
      consideration for the purchase, the Company issued 500,000 shares of restricted
      common stock to Protegrity which it recorded as an intangible asset valued
      at
      $500,000 and granted Protegrity an earnout of a percentage of the revenue the
      Company receives in the states of Florida, Kentucky and Missouri over the next
      five years. 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 intends
      to utilize this purchase to expand its sales and marketing strategies in those
      states and further strengthen its position in the southeastern United States.
      As
      of March 31, 2005, this purchase brought the total number of providers within
      the Company’s network to in excess of 315,000 physicians, hospitals and
      ancillary healthcare facilities in all 50 states and the District of Columbia.
      The healthcare providers selected by the Company for its PPO network are
      selected on the basis of their clinical qualifications, type of specialty,
      location and their adherence to industry standards of care and service. The
      Company ensures that the healthcare providers are geographically appropriate
      and
      readily accessible.





Rockport
      United Network sm is
      designed to reduce the price paid by the Company’s clients for medical services
      by offering the Company’s clients the discounts the Company has negotiated with
      its healthcare providers. The healthcare providers are willing to accept a
      discount for medical services because the Company has developed referral tools
      and resources to assist the Company’s clients in directing an injured employee
      to the healthcare provider’s place of practice and/or facility. The client
      realizes medical cost savings due to the reduced cost of healthcare services
      provided by the Company’s PPO network. The discounts obtained by the Company
      from its network of healthcare provider’s range from as low as a 2% to as high
      as a 30% reduction from the state fee schedule or usual and customary
      allowables. Typically, the agreements the Company has with its participating
      providers are short-term in nature, which is standard within the healthcare
      industry. The initial term of the agreement is for a period of one year with
      automatic one-year renewals, unless sooner terminated in accordance with the
      terms of the agreement. The agreements may be terminated by either party upon
      thirty days prior written notice if certain conditions exist such as: the
      provider’s inability to continue the practice of medicine, the insolvency of
      either party or certain unforeseen events. Absent the previous conditions,
      either party may, without cause upon 120 days prior written notice, terminate
      the agreements. The discounts obtained from the providers, due to the short-term
      nature of the agreements, are not guaranteed in the long-term.





The
      Company has entered into agreements with various national, regional and state
      networks, which the Company considers its “network partners,” that are included
      in the Company’s network, Rockport United Network sm. ,
      to be
      accessed in those states or geographic areas where the Company requires
      additional coverage and specialties for its clients. The Company has network
      access agreements with the following network partners, which listing is followed
      by the jurisdictional coverage:





Network
                Partner
            Jurisdictional
                CoverageArizona
                Foundation
            ArizonaCCO,
                Inc.
            MissouriCompanion
                WorkPlace Health Network
            GeorgiaConsumer
                Health Network
            New
                JerseyDevon
                Health Services
            PennsylvaniaFirst
                Choice Network
            MississippiHealth’s
                Finest Network
            IllinoisHeritage
                Summit
            FloridappoNext
                West
            Regional
                - multi-statePPO
                Oklahoma
            OklahomaUSAMCO
                - WIN
            National
                - exclusiveVirginia
                Health Network
            Virginia





The
      Company negotiates various fee reimbursements with its network partners which
      are normally a percentage of the revenue the Company receives from its clients.
      Due to the sharing nature of its agreements with its network partners, the
      margins the Company receives on its agreements with its network partners is
      lower than the margins the Company receives on its agreements within its own
      network, as it is not required to share its revenue. Typically, the agreements
      the Company has with its network partners are short-term in nature, which is
      typical within the healthcare industry. The initial term of the agreements
      are
      for a one-year period with automatic one-year renewals unless terminated by
      either party upon thirty days written notice prior to the anniversary date.
      Either party may terminate the agreement for cause upon providing the other
      party 120 days prior written notice. The Company intends to further develop
      its
      healthcare network in markets where it requires additional healthcare providers
      through the use of its in-house network development staff and by identifying
      additional network partners to complement the existing PPO network.





**Clients**





The
      Company provides its PPO network, Rockport United Network sm. ,
      for
      work-related injuries and illnesses to its clients and their customers.
      Typically, Rockport’s clients are property and casualty insurance companies,
      employers, bill review/medical cost containment companies, managed care
      organizations, software/bill review companies and third party administrators.
      Currently, the Company provides its PPO network exclusively for work-related
      injuries and illnesses.





The
      Company negotiates its percentage of medical cost savings fees with each of
      its
      clients individually based upon the amount of potential business the Company
      will realize from the client. These fees constitute all of the Company’s
      revenue. Typically, the initial term of the agreement between the Company and
      its clients is for a period of one year and upon mutual agreement by both
      parties may be extended for successive one-year periods. Either party may
      terminate the agreement with or without cause by giving the other party ninety
      days prior written notice. Due to the short-term nature of the agreements with
      its clients, should a client terminate its agreement with the Company, the
      resulting loss of revenue could have a material adverse impact on the future
      earnings of the Company. The short-term nature of the agreements is typical
      within the healthcare industry.





The
      Company has developed a healthcare provider locator program custom designed
      for
      identifying a healthcare provider by name, specialty or location. This product
      enables a client the ease of quickly locating a choice of healthcare providers
      within any given zip code and distance from the injured employee. This program
      is an aid to the Company’s clients and is provided free of charge. This product
      allows the client to offer informed choice and expedient care for the injured
      employee while referring the injured employee to a healthcare provider within
      the Company’s PPO network. This product can be accessed from the Company’s web
      site or a client may contact the Company’s client services to have a search
      performed for them. The Company has not applied for a patent on this
      product.





The
      Company maintains a web site at www.rockporthealthcare.com .
      Within
      its web site are details about the Company, its leadership, national position,
      mission, goals and commitments and a description as to why it is unique when
      compared to its competition. Within the web page entitled “Client Services” its
      clients and customers are able to locate a healthcare provider, review total
      providers by state, print a provider directory, nominate a provider to become
      a
      part of the Company’s PPO network and obtain assistance from the Company’s
      client services staff in customizing a provider panel that can be located at
      the
      employer’s work-site. The healthcare provider demographics (i.e. name, address,
      telephone number, specialty, hours, etc.) located on the Company’s web site are
      in a secure environment with access provided only to the Company’s clients and
      their customers for locating purposes. The information contained in the
      Company’s web site is not part of this annual report.





With
      respect to the source of the Company's revenue, the Company had two clients,
      each which provided more than 10% of the Company's revenue for the fiscal year
      ended March 31, 2005. Those clients were Intracorp which contributed 21.7%
      of
      total revenue and Fair Isaac Corporation (“Fair Isaac”) (formerly HNC Insurance
      Solutions, Inc.) which contributed 27.8% of total revenue.





The
      effective date of the agreement with Intracorp was August 1, 2001, and the
      term
      is for a period of one year with automatic one-year renewals unless terminated
      as set forth in the agreement. Intracorp may terminate the agreement for any
      reason by giving the Company 90 days prior written notice of its intent to
      terminate. In the event of a material breach of the agreement, the non-breaching
      party may terminate the agreement by giving the other party 30 days prior
      written notice of intent to terminate. The Company receives as a fee from
      Intracorp a negotiated percentage of the medical cost savings realized by
      Intracorp for accessing the Company’s PPO network.





The
      effective date of the agreement with Fair Isaac was July 28, 1999, and the
      term
      is for a period of one year with automatic one-year renewals unless terminated
      as set forth in the agreement. Either party may terminate the agreement for
      any
      reason by giving the other party 90 days prior written notice of its intent
      to
      terminate. In the event of a material breach of the agreement, the non-breaching
      party may terminate the agreement by giving the other party 30 days prior
      written notice of intent to terminate. The Company receives as a fee from Fair
      Isaac a negotiated percentage of the medical cost savings realized by Fair
      Isaac
      for accessing the Company’s PPO network.





The
      agreements the Company has with its clients can be terminated with short-term
      notice, which is normal within the industry the Company operates. However,
      there
      can be no assurance that a current major client of the Company will continue
      to
      be a major client in the future, and the loss of a major client would adversely
      affect the Company. The Company is continuing to add new clients and customers
      of its existing clients and believes revenue will increase as it implements
      these new clients and customers.





**Competition**





The
      Company faces competition on a national basis primarily from three national
      managed care organizations (“MCOs”). Whereas, the only product the Company
      offers to its clients is access to its national PPO network of healthcare
      providers for workers’ compensation, the Company’s national competitors provide
      access to their provider networks in addition to other services. The Company’s
      competitors provide medical cost containment, managed care and bill review
      services in addition to access to their national PPO network. The Company
      believes that by providing only one product, access to its Rockport United
      Network sm preferred provider organization, the Company can compete on a national scale
      with its competitors. A majority of the Company’s clients are MCOs, third party
      administrators (“TPAs”) and bill review companies, which provide services
      identical to the Company’s competitors. The Company offers access to its
      provider network to its clients in a non-competitive relationship.





The
      Company’s competitors are significantly larger and have greater financial
      strength and marketing resources than the Company. There can be no assurance
      that the Company will continue to maintain its existing performance or be
      successful with any new products. These competitive factors could adversely
      affect the Company's financial results. The Company will be subject to
      significant competition in any new geographic areas it may enter.





The
      Company believes that, as managed care techniques continue to gain acceptance
      in
      the workers' compensation marketplace, competitors will increasingly consist
      of
      nationally directed workers' compensation managed care service companies,
      insurance companies, HMOs and other significant providers of managed care
      products. Legislative reforms in some states permit employers to designate
      health plans such as HMOs and PPOs to cover workers' compensation claimants.
      Because many health plans have the ability to manage medical costs for workers’
      compensation claimants, such legislation may intensify competition in the market
      served by the Company.





**Intellectual
      Property, Proprietary Rights and Licenses**





The
      Company has made significant investments in the development and maintenance
      of
      its proprietary data. The Company does not own any patents or federally
      registered copyrights relating to its databases. The Company relies largely
      on
      its own security systems, confidentiality procedures and employee nondisclosure
      agreements to maintain the confidentiality and trade secrecy of its proprietary
      data. Misappropriation of the Company's proprietary information or independent
      development of similar products may have a material adverse effect on the
      Company's competitive position.





The
      Company's management information systems (the "MIS") is a critical component
      in
      its operations because the information processed and derived through the MIS
      enables the Company to reprice discount rates for provider services and monitor
      and produce management utilization reports. In addition, the MIS is critical
      to
      the timely, efficient processing and/or review of provider bills. The Company
      maintains the rate data it has negotiated with its providers within its PPO
      bill
      repricing software. The medical bills received from its clients are then matched
      against the rates maintained by the Company. Once there is a match between
      the
      medical bill and one of the Company’s providers, a savings is generated. It is
      this savings which provides revenue to the Company and savings to the Company’s
      clients. The MIS also produces reports which are utilized by the Company, its
      clients and providers to monitor costs associated with workers’ compensation.
      The Company relies on a combination of trade secrets and confidentiality
      measures to establish and protect its proprietary rights to the MIS. There
      can
      be no assurance, however, that the legal protections and the precautions taken
      by the Company will be adequate to prevent misappropriation of the Company's
      technology. In addition, these protections and precautions will not prevent
      development by independent third parties of competitive technology or products,
      and some companies have already developed products which, to some extent,
      perform functions similar to those performed by the MIS.





The
      Company has developed a healthcare provider locator tool custom designed for
      identifying a healthcare provider by name, specialty or location. This product
      enables a client the ease of quickly locating a choice of healthcare providers
      within any given zip code and distance from the injured employee. This product
      is an aid to the Company’s clients and is provided free of charge. This product
      allows the client to offer informed choice and expedient care for the injured
      employee while referring the injured employee to a healthcare provider within
      the Company’s PPO network. This product can be accessed from the Company’s web
      site or the client can contact the Company’s client services to perform a search
      for a provider. The Company has not applied for a patent on this
      product.





**Government
      Regulation**





Under
      the
      current workers’ compensation system, employer insurance or self-funded coverage
      is governed by individual laws in each of the 50 states and certain federal
      laws. Although the area of managed healthcare is heavily regulated, the Company
      is currently subject to any specific licensing requirements for the states
      of
      Florida and Kentucky only. The various network providers that the Company
      contracts with are regulated, and the Company’s ability to utilize these
      networks is contingent on the continued eligibility of these network providers
      to provide services. The failure of these providers to maintain their
      eligibility could adversely affect the Company’s breadth of
      providers.





The
      Company's activities are regulated principally at the state level, which means
      the Company may be required to comply with certain regulatory standards which
      differ from state to state. Although the laws affecting the Company's operations
      vary widely from state to state, these laws fall into four principal categories:
      (i) laws that require licensing, certification or other approval of businesses
      that provide managed healthcare services; (ii) laws regulating the operation
      of
      managed care provider networks; (iii) laws that restrict the methods and
      procedures that the Company may employ in its workers' compensation managed
      care
      programs; and (iv) proposed laws which, if adopted, would have as their
      objective the reform of the healthcare system as a whole.





It
      is
      impossible to predict if proposals calling for broad insurance market reform
      will be reintroduced in Congress or in any state legislature in the future,
      or
      if any such proposal may be enacted. At both the federal and state levels,
      there
      is also growing interest in legislation to regulate how managed care companies
      interact with providers and health plan members. The Company cannot predict
      what
      effect federal or state healthcare legislation or private sector initiatives
      will have on its provider network, although management of the Company believes
      the Company may benefit from some proposals which favor the growth of managed
      care. There can be no assurance that future healthcare reforms or PPO
      regulations will not be adopted which would have a material adverse affect
      on
      the Company.





The
      Company anticipates that federal and state legislatures will continue to review
      and assess alternative healthcare systems and payment methodologies. The Company
      is unable to determine to what extent PPOs and TPAs will be part of any managed
      care initiatives of the federal and state governments or private sector
      initiatives, as there is increasing emphasis on market-driven modifications.
      Further, the Company is unable to determine the favorable or unfavorable impact,
      if any, they would have on the Company's operations.





**Employees**





As
      of
      June 6, 2005, the Company had 19 employees, with 17 employees located in
      Houston, Texas and two employees located in Florida. All of the Company’s
      employees are full-time. The Company has no collective bargaining agreements
      with any unions and believes that its overall relations with its employees
      are
      good.





**Volatility
      of Stock Market**





There
      have been significant fluctuations in the market price for the Company's common
      stock. Factors such as variations in the Company's revenues, earnings and cash
      flow, general market trends in the workers' compensation managed care market
      and
      announcements of innovations or acquisitions by the Company or its competitors
      could cause the market price of the common stock to fluctuate substantially.
      In
      addition, the stock market has experienced price and volume fluctuations that
      have particularly affected companies in the healthcare and managed care markets,
      resulting in changes in the market price of the stock of many companies which
      may not have been directly related to the operating performance of those
      companies. Such broad market fluctuations may adversely affect the market price
      of the Company’s common stock.





**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company’s executive and administrative offices are located at 50 Briar Hollow
      Lane, Suite 515W, Houston, Texas 77027, which facilities are leased by the
      Company from an unaffiliated third party. The Company’s lease on these premises
      covers 12,219 square feet and expires on June 30, 2005. The Company’s monthly
      lease payment on its leased office space as of March 31, 2005 is $17,341 through
      the end of the lease. The Company has extended its lease on this office space
      to
      December 31, 2005.





The
      Company leases an office in Florida with 1,037 square feet from a stockholder
      of
      the Company. The lease began August 1, 2003 and expires on July 31, 2005.
      Biannual lease payments are in the amount of $8,296.





The
      Company believes that the current facilities are adequate for its present needs.
      Furthermore, the Company believes that suitable additional or replacement space
      will be available when required on terms acceptable to the Company. The Company
      has no present intent to invest in real estate, real estate mortgages or persons
      primarily engaged in real estate activities, however, the Company may change
      this policy at any time without a vote of security holders.





**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.





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





On
      February 12, 1999, the Company's common stock began trading on the OTC Bulletin
      Board market under the symbol "RPHL". The market for the Company’s common stock
      on the OTC Bulletin Board is limited, sporadic and highly volatile. The
      following table sets forth the approximate high and low closing sales prices
      per
      share as reported on the OTC Bulletin Board for the Company's common stock
      for
      the last two fiscal years. The quotations reflect inter-dealer prices, without
      retail markups, markdowns or commissions and may not represent actual
      transactions.





High
            
            LowFiscal
                Year 2005Quarter Ended March 31, 2005
            
            $
            0.06
            
            $
            0.035Quarter Ended December 31, 2004
            
            $
            0.08
            
            $
            0.035Quarter Ended September 30, 2004
            
            $
            0.14
            
            $
            0.06Quarter Ended June 30, 2004
            
            $
            0.39
            
            $
            0.14Fiscal
                Year 2004Quarter Ended March 31, 2004
            
            $
            0.34
            
            $
            0.16Quarter Ended December 31, 2003
            
            $
            0.43
            
            $
            0.22Quarter Ended September 30, 2003
            
            $
            0.28
            
            $
            0.15Quarter Ended June 30, 2003
            
            $
            0.25
            
            $
            0.14





As
      of
      June 6, 2005, 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. The Company does not anticipate paying dividends in the
      foreseeable future until such time as the Company has sufficient cash flow
      from
      operations to justify payment of a dividend.





**Recent
      Sales of Unregistered Securities**





Set
      forth
      below is certain information concerning all issuances of securities by the
      Company during the fiscal quarter ended March 31, 2005, that were not registered
      under the Securities Act.





On
      March
      31, 2005, under the terms of a written contract executed by the Company, the
      Company issued 10,003 shares of common stock to Mike Catala in consideration
      of
      marketing services valued at $501 pursuant to the exemption provided by Section
      4(2) of the Securities Act.





On
      March
      31, 2005, under the terms of a written contract executed by the Company, the
      Company issued 10,003 shares of common stock to Johnny Fontenot in consideration
      of marketing services valued at $501 pursuant to the exemption provided by
      Section 4(2) of the Securities Act.





The
      above
      transactions were 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.





All
      sales
      of the Company’s securities were made by officers of the Company who received no
      commission or other remuneration for the solicitation of any person in
      connection with the respective sales of securities described above. The
      recipients of securities represented their intention to acquire the securities
      for investment only and not with a view to or for sale in connection with any
      distribution thereof and appropriate legends were affixed to the share
      certificates and other instruments issued in such transactions.





**Purchase
      of Equity Securities**





During
      the quarter ended March 31, 2005, the Company did not make any repurchases
      of
      its equity securities.




**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, 2005, and the Company’s results of operations for the years in the
      two-year period ended March 31, 2005 and 2004, should be read in conjunction
      with the Company’s audited consolidated financial statements and notes thereto
      included elsewhere in this report.*





**Overview**





Rockport
      Healthcare Group, Inc. (“Rockport” or the “Company”) is 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 offers access to a comprehensive
      healthcare network at a local, state or national level for its clients and
      their
      customers. Typically, Rockport’s clients are 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 contracts 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 generates 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 is 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 partners relationships; (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”)
      repricing information and assistance in facilitating payment to the contracted
      rates and provide resolution to reimbursement problems in a timely
      manner.





The
      Company’s goals are 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 has healthcare providers and/or network partners in all fifty states
      and
      the District of Columbia. As of March 31, 2005, the Company has in excess of
      315,000 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
      has a skilled team of experienced network development personnel capable of
      custom building the under-served market for the client.





**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).





*Revenue
      Recognition*





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





*Allowance
      for Doubtful Accounts*







The
      Company maintains an allowance for doubtful accounts, which reflects the
      estimate of losses that may result from the inability of some of the Company’s
      clients to make required payments. The estimate for the allowance for doubtful
      accounts is based on known circumstances regarding collectibility of client
      accounts and historical collections experience. If the financial condition
      of
      one or more of the Company’s clients were to deteriorate, resulting in an
      impairment of their ability to make payments, additional allowances may be
      required. Material differences between the historical trends used to estimate
      the allowance for doubtful accounts and actual collection experience could
      result in a material change to the Company’s consolidated results of operations
      or financial position.







*Intangible
      Assets*







As
      of
      March 31, 2005, the Company had $412,500 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 has
      agreed to purchase from Protegrity at a price of $1.00 per share, all of the
      remaining outstanding shares then owned by Protegrity. Amounts paid for provider
      agreements are 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.






*Accounting
      for Stock-Based Compensation*






The
      Company accounts for stock-based compensation whereby no compensation expense
      is
      recorded for stock options or other stock-based awards to employees that are
      granted with an exercise price equal to or above the estimated fair value per
      share of the Company’s common stock on the grant date. The Company adopted the
      pro forma requirements pursuant to fair value reporting which requires
      compensation expense to be disclosed based on the fair value of the options
      granted at the date of the grant.







**Results
      of Operations**





*Year
      Ended March 31, 2005 to Year Ended March 31, 2004*





The
      following table sets forth certain operating information regarding the Company
      for the years ended March 31, 2005 and 2004:





2005
            
            2004Revenue
            
            $
            3,166,825
            
            $
            3,090,578Cost
                of sales
            
            
            991,893
            
            
            928,268Gross
                profit
            
            
            2,174,932
            
            
            2,162,310Selling,
                general and administrative expenses
            
            
            2,264,244
            
            
            2,676,672Depreciation
                and amortization
            
            
            70,073
            
            
            73,451Loss
                from operations
            
            
            (159,385
            )
            
            (587,813
            )Interest,
                net
            
            
            137,348
            
            
            122,437Net
                loss
            
            $
            (296,733
            )
            $
            (710,250
            )Net
                loss per share - basic and diluted
            
            $
            (0.02
            )
            $
            (0.05
            )





*Revenue.* The
      Company's source of revenue is fees it receives from its clients and their
      customers that access and utilize the Company's healthcare provider network
      for
      work-related injuries and illnesses. When an injured employee utilizes a
      healthcare provider within the Company’s PPO network, the employer realizes
      medical cost savings, which it would not have realized had the employee utilized
      a healthcare provider not within the Company’s PPO network. The Company’s
      clients and their customers, where permitted by law, direct their injured
      employees to healthcare providers within the Company’s healthcare provider
      network, which in turn creates a medical cost savings as a result of the
      discounts the Company has negotiated with its healthcare providers. The
      agreements the Company has with its clients provide the Company with a fee
      based
      upon a percentage of the medical cost savings realized by its clients. The
      fee
      percent the Company receives from its clients is negotiated by the Company
      and
      usually is determined by the amount of potential business the Company will
      receive from the client. Typically, these agreements are short-term in nature,
      which is standard within the healthcare industry, but which make the
      predictability of the Company’s future revenues difficult.





The
      Company continues to expand its PPO network in additional areas of the country
      in conjunction with the expansion of its client base, either through direct
      contracting with providers, through strategic network alliances with third
      party
      networks, which it refers to as network partners, or through purchases of
      networks. The Company utilizes its own network development staff to enhance
      its
      PPO network and custom build in a market for a given client. Effective July
      7,
      2003, the Company purchased the healthcare provider agreements from Protegrity
      Services, Inc., (“Protegrity”) which included certified networks in the states
      of Florida and Kentucky and providers in a variety of other states. As
      consideration for the purchase, the Company issued 500,000 shares of restricted
      common stock to Protegrity which it recorded as an intangible asset valued
      at
      $500,000 and granted Protegrity an earnout of a percentage of the revenue the
      Company receives in the states of Florida, Kentucky and Missouri over the next
      five years. The Company intends to utilize this purchase to expand its sales
      and
      marketing strategies in those states and further strengthen its position in
      the
      southeastern United States. This purchase brought the total number of providers
      within the Company’s network to in excess of 315,000 physicians, hospitals and
      ancillary healthcare facilities in all 50 states and the District of Columbia.
      Costs associated with developing the Company’s networks are charged to expense
      when incurred and are included in selling, general and administrative
      expenses.





Revenue
      for twelve months ended March 31, 2005, was $3,166,825 which was $76,247, or
      3%,
      greater than revenue for the twelve months ended March 31, 2004, of $3,090,578.
      The increase in revenue was primarily attributable to an increase in the number
      of clients accessing the Company’s network of healthcare providers which
      increase was significantly offset by some of the Company’s largest clients
      losing significant business from some of their largest customers.





Intracorp,
      the second largest provider of revenue to the Company, lost significant business
      from its customers and the Company experienced a $115,430 reduction in revenue
      for the 2005 period when compared to the 2004 period.





The
      Company has added four new clients during the 2005 period, which were not
      included in the 2004 period. These new clients contributed $136,737 in revenue
      during the year ended March 31, 2005. Additionally, the Company has 15 clients
      which were providing revenue during the 2004 period which have increased their
      revenue contribution by $370,519 over the 2004 period. Based upon these
      additions, management believes that a large portion of the reduction in revenue
      when comparing the 2005 period to that of 2004 has been, or will be, replaced
      by
      the addition of these new clients.





With
      respect to the source of the Company's revenue, the Company had two clients,
      each which provided more than 10% of the Company's revenue for the twelve months
      ended March 31, 2005. Those clients were, Fair Isaac Corporation which
      contributed 27.8% of total revenue and Intracorp which contributed 21.7% of
      total revenue.





*Cost
      of sales.* The
      Company's cost of sales consists 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 increased by $63,625,
      or 7%, from $928,268 during the twelve months ended March 31, 2004, to $991,893
      during the twelve months ended March 31, 2005. As the Company expands its
      business outside the State of Texas, to states where it does not have its own
      network, the Company will continue developing strategic network alliances and
      network access fees will increase, which will in turn increase the Company’s
      cost of sales and decrease its gross margins. The purchase of the Protegrity
      network in Florida and Kentucky will allow the Company to increase its revenue
      in those states without a corresponding increase in network access fees,
      however, for a period of five years, Protegrity will receive an earnout fee
      as a
      percentage of revenue received by the Company from the states of Florida,
      Kentucky and Missouri. Those fees for the twelve months ended March 31, 2005
      amounted to $60,194, an increase of $45,371 over the prior year period and
      are
      included in sales commissions. Fees incurred for access to third party provider
      networks are based on a percentage of the Company’s revenue from using such
      network. Sales commissions and commission overwrites paid by the Company are
      based on a percentage of revenue billed and collected. For the twelve months
      ended March 31, 2005, cost of sales were comprised of network access fees of
      $795,531, sales commissions of $133,748 and commission overwrites of
      $62,614.





A
      marketing and sales agreement with two individuals provides for a quarterly
      sales commission bonus to be paid in restricted common stock of the Company.
      Pursuant to this agreement, the Company issued 10,003 shares of its restricted
      common stock to Johnny Fontenot during the quarter ended March 31, 2005, which
      was valued at $501. Additionally, for the year ended March 31, 2005, Mr.
      Fontenot earned sales commissions of $13,174. The Company issued 10,003 shares
      of its restricted common stock to Mike Catala during the quarter ended March
      31,
      2005, for this bonus which was valued at $501. Additionally, for the year ended
      December 31, 2004, Mr. Catala earned sales commissions of $13,174. 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 receives a commission overwrite of 2% of the gross revenue
      attributable to Rockport Community Network, Inc. For the twelve months ended
      March 31, 2005, Bannon earned $62,614.





*Gross
      profit.* The
      Company's gross profit increased by $12,622 from $2,162,310 during the twelve
      months ended March 31, 2004, to $2,174,932 during the twelve months ended March
      31, 2005. Gross profit as a percentage of sales was 69% for the current year
      period and 70% for the prior year period. The increase in gross profit was
      attributable to the increase in revenue, which was partially offset by an
      increase in cost of sales. The Company expects its gross profit as a percentage
      of sales will decrease as it expands its business outside the State of Texas
      and
      continues to incur access fees to third party networks, however, the Company
      believes having network partners is the most economical method of building
      a
      nationwide network.





*Selling,
      general and administrative expenses.* Selling,
      general and administrative expenses decreased by $414,428 from $2,676,672 during
      the twelve months ended March 31, 2004, to $2,264,244 during the twelve months
      ended March 31, 2005.





·
            Payroll
                and related expenses decreased from $1,802,270 during the twelve
                months
                ended March 31, 2004, to $1,703,170 during the twelve months ended
                March
                31, 2005. The primary reason for the reduction was the resignation
                of two
                employees, which have not been replaced. This was partially offset
                by the
                addition of an employee in client services, an additional employee
                in
                administration and a sales and marketing person to service accounts
                in the
                Southeastern United States.





·
            Professional
                services, which are comprised of accounting and audit, legal, investor
                relations, consulting and other professional fees, decreased from
                $372,561
                during the twelve months ended March 31, 2004, to $187,537 during
                the
                twelve months ended March 31, 2005. The primary components of the
                decrease
                were a decrease in consulting fees and investor relations
                costs.





·
            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. In March
                2004, the
                Company recorded an impairment expense totaling $71,800 related to
                the
                unamortized costs of provider contracts the Company acquired from
                two
                entities during 1998 and 1999. Based upon the projected estimated
                future
                cash flows from the provider contracts acquired, management determined
                a
                full impairment charge was required. The Company recorded no such
                impairment during the twelve months ended March 31,
                2005.








·
            Other
                expenses decreased by $59,245, or 62%, from $95,452 during the twelve
                months ended March 31, 2004, to $36,207 during the twelve months
                ended
                March 31, 2005. The Company experienced lower travel and entertainment
                expenses during the 2005 period.





The
      Company currently has fully staffed all of its departments with highly qualified
      personnel to market its provider network to potential clients, develop its
      provider network, design and develop its management information systems, perform
      its client services and provide for the administration of the Company. As a
      result of this staffing, the Company has increased its sales and processing
      capabilities and believes the Company is well positioned to experience new
      growth. The Company believes there will not be any significant increase in
      selling, general and administrative expenses as it implements its business
      plan.





*Net
      loss.* The
      Company had a net loss for the twelve months ended March 31, 2005, of $296,733,
      or $0.02 per share (basic and diluted), compared with a net loss of $710,2503,
      or $0.05 per share (basic and diluted), for the twelve months ended March 31,
      2005. As discussed above, the primary component which resulted in the loss
      for
      the twelve months ended March 31, 2005, was a decrease in utilization of the
      Company’s provider network by the Company’s clients, the loss of selected
      clients and the loss of customers by some of the Company’s significant
      clients.





**Liquidity
      and Capital Resources**





The
      following summary table presents comparative cash flows of the Company for
      the
      twelve month periods ended March 31, 2005 and 2004:





2005
            
            2004Net
                cash used in operating activities
            
            $
            (117,297
            )
            $
            (65,134
            )Net
                cash used in investing activities
            
            $
            (2,287
            )
            $
            (3,951
            )Net
                cash provided by financing activities
            
            $
            114,000
            
            $
            76,000





*Changes
      in cash flow.* The
      Company currently manages the payment of its current liabilities and other
      obligations on a monthly basis, as cash becomes available. Net cash used in
      operating activities for the twelve months ended March 31, 2005, was $117,297
      compared with net cash used in operating activities of $65,134 for the twelve
      months ended March 31, 2004. This was an increase of $52,163 when compared
      to
      the prior year period. The components of net cash used in operating activities
      for the 2005 period were a net loss of $296,733 and a decrease in other
      current liabilities of  $12,562, which was partially offset by non-cash
      charges of $46,990 and increases in accounts payable of $66,729 and amounts
      due
      to officers and directors of $74,398. Net cash provided by financing activities
      was $114,000 which was comprised of the collection of a stock subscription
      receivable of $9,000, proceeds from notes payable of $405,000 and repayments
      of
      notes payable of $300,000.





*Liquidity
      and capital resources.* 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, 2005, the Company
      had available cash in non-restrictive accounts of $66,824 and negative working
      capital of $35,783. As of March 31, 2005, the Company had outstanding debt
      due
      April 1, 2007 of: (a) $765,000 in principal amount in the form of 10%
      convertible notes, (b) $227,493 in principal amount in the form of an 8% note,
      and (c) $200,000 in principal amount in the form of a 15% convertible
      note.





*10%
      convertible notes* .
      As of
      March 31, 2005, the Company had outstanding $765,000 principal amount in the
      form of 10% convertible notes, all of which was held by Mr. Baldwin, a director
      of the Company. In March 2004, the Company issued Mr. Baldwin a new 10%
      convertible note in the amount of $60,000 due April 2006 at a conversion price
      of $.18 per share. The Company had $200,000 in principal and $68,818 in interest
      due to two individuals which was due June 2004 and was retired through the
      sale
      to Mr. Baldwin of a new 10% convertible note in the principal amount of $270,000
      due April 2006 at a conversion price of $.20 per share.  The Company
      had
      $100,000 in principal and $34,550 in interest due to an individual which was
      due
      October 31, 2004. On November 1, 2004, the Company sold a new 10% convertible
      note to Mr. Baldwin in the amount of $135,000 due April 2006 convertible at
      the
      rate of $.18 per share. During June 2005, the Company renegotiated the due
      date
      for the $765,000 principal amount due Mr. Baldwin to April 1, 2007. As of the
      date of this report, the Company has the following 10% convertible notes
      outstanding: (a) $135,000 in principal amount due April 2007 convertible at
      a
      price of $.18 per share; (b) $300,000 in principal amount due April 2007
      convertible at a price of $.36 per share; (c) $60,000 in principal amount due
      April 2007 convertible at a price of $.18 per share; and (d) $270,000 in
      principal amount due April 2007 convertible at a price of $.20 per
      share.





Interest
      on the 10% convertible notes is payable quarterly out of available cash flow
      from operations as determined by the Company’s Board of Directors, or if not
      paid but accrued, will be paid at the next fiscal quarter or at maturity. The
      conversion prices of the notes were calculated based on the average of the
      high
      bid and low asked stock quotations on the date of funding.





*8%
      notes.* In
      November 2001 and in January 2002, the Company borrowed an aggregate of $100,000
      from Mr. Baldwin. In June 2002, the Company renegotiated the terms of the notes
      and added $93,000 of accrued consulting fees due and $34,493 of accrued
      overwrite fees due to the principal amount of the note. In December 2002, the
      Company renegotiated the terms of the note and extended the due date to April
      1,
      2005 and in June 2004 extended the due date to April 1, 2006. During June 2005,
      the Company renegotiated the due date of this note to April 1, 2007. This debt
      is accruing interest at 8% payable monthly, however, in accordance with a verbal
      agreement with the note holder, the Company ceased paying the interest on this
      note on October 1, 2003.





*15%
      convertible notes.* In 1998,
      the Company borrowed $200,000 from a shareholder on two separate notes which
      were convertible into Company common stock with
      interest payable monthly at 15% per annum. The notes are personally guaranteed
      by two officers of the Company. In March 2002, the Company renegotiated the
      terms of the notes which were originally convertible into Company common stock
      at an average conversion price of $1.50 per share and were due April 1, 2003.
      The notes have been modified on three occasions and are now convertible into
      Company common stock at a conversion price of $.36 per share and the due date
      and the conversion date of the notes is April 1, 2007.





For
      fiscal 2006, the Company is projecting its monthly cash operating expenses,
      excluding network access fees, commissions and commission overwrites, to be
      approximately $200,000. As discussed above, the Company has $1,364,900 of notes
      and accrued interest due in April 2007. The Company is currently seeking sources
      of financing to retire these notes, as it has no current means to pay the notes
      as they become due, and as it does not expect to be able to retire these notes
      from its operating cash. If the Company is unable to refinance these notes,
      it
      will be required to raise funds to retire the notes, or it will be in default
      of
      the notes. The Company has no commitments for the needed funds to retire these
      notes, and the failure to raise such funds or refinance the notes could subject
      the Company to a claim by the note holders for repayment, which would materially
      adversely affect the Company’s financial condition.





Excluding
      these notes, management believes sufficient cash flow from operations will
      be
      available during the next twelve months to satisfy its short-term obligations.
      The Company’s future growth is conditioned on the Company signing more
      employers, insurers and others for access to its provider network and obtaining
      a greater participation by consumers who are covered by such payors. The Company
      will dedicate a significant portion of its cash flow from operations to the
      continuing development and marketing of its provider network.





**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.





**New
      Accounting Pronouncements**





SFAS
      No.
      150, *Accounting
      for Certain Financial Instruments with Characteristics of Both Liabilities
      and
      Equity,* was
      issued in May 2003 and requires issuers to classify as liabilities (or assets
      under certain circumstances) three classes of freestanding financial instruments
      that represent obligations for the issuer. SFAS No. 150 is effective for
      financial instruments entered into or modified after May 31, 2003 and is
      otherwise effective at the beginning of the first interim period beginning
      after
      December 15, 2003. The adoption of this statement did not have a material effect
      on the Company’s financial position, results of operations or cash
      flows.





In
      December 2004, the FASB issued Statement of Financial Accounting Standards
      No.
      123R “Shared Base Payment” (“SFAS123R”). This statement is a revision of SFAS
      Statement No. 123; "Accounting for Stock-Based Compensation” and supersedes APB
      Opinion No. 25, “Accounting for Stock Issued to Employees” and its related
      implementation guidance. SFAS 123R addresses all forms of shared based
      compensation (“SBP”) awards, including shares issued under employee stock
      purchase plans, stock options, restricted stock and stock appreciation rights.
      Under SFAS 123R, SBP awards result in a cost that will be measured at fair
      value
      on the awards’ date of grant, based on the estimated number of awards that are
      expected to vest and will be reflected as a compensation cost in the historical
      financial statements. This statement is effective for all public entities that
      file as small business issuers as of the beginning of the first interim or
      annual reporting period that begins after December 15, 2005. The Company is
      in
      the process of evaluating whether SFAS No. 123R will have a significant impact
      on the Company’s overall results of operations or financial
      position.





**ITEM
      7. FINANCIAL STATEMENTS**





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**














The
      Board
      of Directors


Rockport
      Healthcare Group, Inc.


Houston,
      Texas

















We
      have
      audited the accompanying consolidated balance sheets of Rockport Healthcare
      Group, Inc. and Subsidiaries as of March 31, 2005 and 2004, and the related
      consolidated statements of operations, changes in shareholders’ deficit 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 audits.





We
      conducted our audits in accordance with the auditing standards of the Public
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits 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. The Company has determined that it is not required
      to
      have, nor are we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. 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 audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Rockport
      Healthcare Group, Inc. and Subsidiaries as of March 31, 2005 and 2004 and the
      consolidated 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.











Hein
      & Associates LLP











Houston,
      Texas


June
      6,
      2005





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**





March
                31,2005
            
            2004**ASSETS**Current
                assets:Cash
            
            $
            66,824
            
            $
            72,408Accounts receivable, net of allowance of $22,000 and $50,000 atMarch
                31, 2005 and 2004, respectively
            
            
            727,743
            
            
            703,369Prepaid expenses
            
            
            1,239
            
            
            1,494Total current assets
            
            
            795,806
            
            
            777,271Property
                and equipment:Office furniture and equipment
            
            
            43,644
            
            
            43,268Computer equipment and software
            
            
            118,987
            
            
            116,953Telephone equipment
            
            
            15,844
            
            
            15,844178,475
            
            
            176,065Less accumulated depreciation
            
            
            (156,049
            )
            
            (135,976
            )Net property and equipment
            
            
            22,426
            
            
            40,089Other
                assets:Deposits
            
            
            8,915
            
            
            9,038Intangible assets, net
            
            
            412,500
            
            
            462,500421,415
            
            
            471,538Total
                assets
            
            $
            1,239,647
            
            $
            1,288,898**LIABILITIES
                AND SHAREHOLDERS' DEFICIT**Current
                liabilities:Current portion of long-term debt
            
            $
            --
            
            $
            100,000Accounts payable, trade
            
            
            377,994
            
            
            311,265Due to directors, officers and employees
            
            
            139,420
            
            
            65,022Other current liabilities
            
            
            314,175
            
            
            338,875Total current liabilities
            
            
            831,589
            
            
            815,162Long-term
                debt
            
            
            1,364,900
            
            
            1,147,762Commitments
                and contingencies (Note 4)Shareholders'
                deficit:Preferred stock, $.001 par value, 1,000,000 authorized, none
                issued
            
            
            --
            
            
            --Common stock, $.0001 par value, 50,000,000 shares authorized, 15,025,982
                and 14,954,042 shares issued and outstanding atMarch 31, 2005 and 2004, respectively
            
            
            15,025
            
            
            14,954Additional paid-in capital
            
            
            6,965,554
            
            
            6,960,708Stock subscription receivable
            
            
            --
            
            
            (9,000
            )Accumulated deficit
            
            
            (7,937,421
            )
            
            (7,640,688
            )Total shareholders’ deficit
            
            
            (956,842
            )
            
            (674,026
            )Total
                liabilities and shareholders' deficit
            
            $
            1,239,647
            
            $
            1,288,898





See
      accompanying notes to consolidated financial statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED MARCH 31, 2005 AND 2004**








2005
            
            2004Revenue
            
            $
            3,166,825
            
            $
            3,090,578Cost
                of sales
            
            
            991,893
            
            
            928,268Gross
                profit
            
            
            2,174,932
            
            
            2,162,310Operating
                expenses:Selling, general and administrative expenses:Payroll and related expenses
            
            
            1,703,170
            
            
            1,802,270Office administration
            
            
            337,330
            
            
            334,589Professional services
            
            
            187,537
            
            
            372,561Impairment of intangible assets
            
            
            --
            
            
            71,800Other
            
            
            36,207
            
            
            95,452Total selling, general and administrative expenses
            
            
            2,264,244
            
            
            2,676,672Depreciation
                and amortization
            
            
            70,073
            
            
            73,451Total
                operating expenses
            
            
            2,334,317
            
            
            2,750,123Loss
                from operations
            
            
            (159,385
            )
            
            (587,813
            )Interest,
                net
            
            
            137,348
            
            
            122,437Net
                loss
            
            $
            (296,733
            )
            $
            (710,250
            )Net
                loss per share:Basic and diluted
            
            $
            (0.02
            )
            $
            (0.05
            )Weighted
                average number of common shares outstanding:Basic and diluted
            
            
            15,006,199
            
            
            14,140,197





See
      accompanying notes to consolidated financial statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT**


**FOR
      THE YEARS ENDED MARCH 31, 2005 AND 2004**








Additional
            
            Stock
            
            
            
            TotalCommon
                Stock
            
            Paid-in
            
            Subscription
            
            Accumulated
            
            Shareholders'Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Deficit
            
            DeficitBalances,
                March 31, 2003
            
            
            13,626,302
            
            $
            13,626
            
            $
            6,300,916
            
            $
            --
            
            $
            (6,930,438
            )
            $
            (615,896
            )Stock
                issued for services
            
            
            727,740
            
            
            728
            
            
            135,392
            
            
            --
            
            
            --
            
            
            136,120Exercise
                of stock options
            
            
            100,000
            
            
            100
            
            
            24,900
            
            
            (9,000
            )
            
            --
            
            
            16,000Stock
                issued for acquisition
            
            
            500,000
            
            
            500
            
            
            499,500
            
            
            --
            
            
            --
            
            
            500,000Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (710,250
            )
            
            (710,250
            )Balances,
                March 31, 2004
            
            
            14,954,042
            
            
            14,954
            
            
            6,960,708
            
            
            (9,000
            )
            
            (7,640,688
            )
            
            (674,026
            )Stock
                issued for services
            
            
            71,940
            
            
            71
            
            
            4,846
            
            
            --
            
            
            --
            
            
            4,917Collection
                of stock subscriptionreceivable
            
            
            --
            
            
            --
            
            
            --
            
            
            9,000
            
            
            --
            
            
            9,000Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (296,733
            )
            
            (296,733
            )Balances,
                March 31, 2005
            
            
            15,025,982
            
            $
            15,025
            
            $
            6,965,554
            
            $
            --
            
            $
            (7,937,421
            )
            $
            (956,842
            )





See
      accompanying notes to consolidated financial statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED MARCH 31, 2005 AND 2004**





2005
            
            2004Cash
                flows from operating activities:Net loss
            
            $
            (296,733
            )
            $
            (710,250
            )Adjustments to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            20,073
            
            
            22,217Amortization
            
            
            50,000
            
            
            51,234Impairment of intangible assets
            
            
            --
            
            
            71,800Issuance of stock for services
            
            
            4,917
            
            
            136,120Bad debt expense
            
            
            (28,000)
            
            
            30,000Changes in assets and liabilities:Accounts receivable - trade and other
            
            
            3,626
            
            
            160,491Prepaid expenses and other
            
            
            255
            
            
            18,683Accounts payable
            
            
            66,729
            
            
            40,080Due
                to directors, officers and employees
            
            
            74,398
            
            
            38,028Other current liabilities
            
            
            (12,562
            )
            
            76,463Cash
                used in operating activities
            
            
            (117,297
            )
            
            (65,134
            )Cash
                flows from investing activities:Purchase of fixed assets
            
            
            (2,410
            )
            
            (3,951
            )Deposits
            
            
            123
            
            
            --Cash
                used in investing activities
            
            
            (2,287
            )
            
            (3,951
            )Cash
                flows from financing activities:Exercise of stock options
            
            
            --
            
            
            16,000Collection of stock subscription receivable
            
            
            9,000
            
            
            --Repayments of notes payable
            
            
            (300,000
            )
            
            --Proceeds from notes payable
            
            
            405,000
            
            
            60,000Cash
                provided by financing activities
            
            
            114,000
            
            
            76,000Net
                increase (decrease) in cash
            
            
            (5,584
            )
            
            6,915Cash
                and cash equivalents, beginning of year
            
            
            72,408
            
            
            65,493Cash
                and cash equivalents, end of year
            
            $
            66,824
            
            $
            72,408Supplemental
                cash flow information:Interest paid
            
            $
            157,769
            
            $
            39,100Non-cash
                transactions:Accrued interest on long-term debt
            
            $
            89,157
            
            $
            --Acquisition of Protegrity provider agreements
            
            $
            --
            
            $
            500,000Transfer of amounts due to a director to notes payable
            
            $
            --
            
            $
            47,480Stock subscription receivable
            
            $
            --
            
            $
            9,000





See
      accompanying notes to consolidated financial statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2005**





Note
      1.  Organization
      and Nature of Business





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.





Rockport
      is 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 offers access to a
      comprehensive healthcare network at a local, state or national level for its
      clients and their customers. Typically, Rockport’s clients are 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 contracts 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 generates 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 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 has contracts with healthcare providers and/or network partners in
      all
      fifty states and the District of Columbia. The Company currently has in excess
      of 315,000 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
      has a skilled team of experienced network development personnel capable of
      custom building the under-served market for the client.





Note
      2.  Summary
      of Significant Accounting Policies





*a) Consolidation*


As
      of March 31, 2005, the Company has
      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 prepares and
      issues invoices to the Company’s clients, collects accounts receivable and
      issues 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. All material inter-company
      balances and inter-company transactions have been eliminated for the purpose
      of
      presenting the accompanying audited consolidated financial
      statements.





b)  *Cash
      and Cash Equivalents*





Cash
      and
      cash equivalents consist of cash on hand and held in banks in unrestricted
      accounts.





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.





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. In March 2004, the Company recorded an
      impairment expense totaling $71,800 related to the unamortized costs of provider
      contracts the Company acquired from two entities during 1998 and 1999. Based
      upon the projected estimated future cash flows from the provider contracts
      acquired, management determined a full impairment charge was
      required.





In
      March
      2005, the Company performed a review of the provider contracts it had acquired
      from Protegrity and based upon the projected estimated future cash flows from
      the provider contracts acquired determined an impairment was not required as
      of
      such date.





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.





g)  *Provider
      Contracts*





Healthcare
      provider contracts are contracts between a preferred provider organization
      (“PPO”) and physicians, hospitals and ancillary healthcare providers which,
      among other things, provide a discount to a client when an injured employee
      is
      treated by the healthcare provider. The discounts the PPO network obtains from
      the healthcare providers are normally less than the maximum rate allowed by
      applicable state fee schedules, or if there is no state fee schedule, at rates
      below usual and customary allowables for work-related injuries and illnesses.
      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. Amounts paid for provider agreements
      are being amortized to expense on the straight-line method over the estimated
      useful lives of the agreements of ten years. 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. In addition to the stock issuance, Protegrity obtained an earnout
      fee equal to a percentage of the Company’s gross revenue billed and collected in
      the states of Florida, Kentucky and Missouri for a period of five years
      following the effective date of the agreement. The Company has not capitalized
      any additional amounts as a result of this earnout fee. Accumulated amortization
      aggregated $87,500 at March 31, 2005 pursuant to this acquisition.





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,
      2005
      and 2004.





i)  *Revenue
      Recognition*





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





*j)*  *Loss
      Per Share*





The
      Company
      computes net loss per share by dividing the 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 per share is determined
      in the same manner as basic net income 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.





At
      March 31,
      2005, the closing bid and asked prices for the Company’s common stock were
      $0.035 and $0.05, respectively, and the fair market value of the Company’s
      common stock was deemed to be $0.04 per share. During the year ended March
      31,
      2005, 1,568,900 stock options exercisable at prices ranging from $0.19 to $0.50
      per share and 1,000,000 warrants exercisable at $0.345 per share were excluded
      from the calculation of diluted earnings per share as their exercise prices
      were
      below the then fair market value. At March 31, 2005, the Company had $965,000
      principal amount of convertible debt and $172,407 of accrued interest on the
      convertible debt, which debt and interest is convertible into the Company’s
      common stock at prices ranging from $0.18 to $0.36 per share. 3,828,540 shares
      were excluded from diluted earnings per share calculation as their inclusion
      would be anti-dilutive.





At
      March 31,
      2004, the closing bid and asked prices for the Company’s common stock were $0.16
      and $0.18, respectively, and the fair market value of the Company’s common stock
      was deemed to be $0.17 per share. During the year ended March 31, 2004,
      1,610,700 stock options exercisable at prices ranging from $0.19 to $0.50 per
      share and 1,000,000 warrants exercisable at $0.345 per share were excluded
      from
      the calculation of diluted earnings per share as their exercise prices were
      below the then fair market value. At March 31, 2004, the Company had $860,000
      principal amount of convertible debt and $187,028 of accrued interest on the
      convertible debt, which debt and interest is convertible into the Company’s
      common stock at prices ranging from $0.18 to $0.36 per share. 3,112,405 shares
      were excluded from diluted earnings per share calculation as their inclusion
      would be anti-dilutive.





k) 
      Stock-Based Compensation




The
      Company
      accounts for compensation costs associated with stock options and warrants
      issued to employees whereby compensation is recognized to the extent the market
      price of the underlying stock at the date of grant exceeds the exercise price
      of
      the option granted. (See Note 5, “Stock Options and Warrants”). Accordingly, no
      compensation expense has been recognized for grants of options to employees
      with
      the exercise prices at or above market price of the Company’s common stock on
      the measurement dates.





The
      Company applies the intrinsic value method in accounting for its stock options.
      Accordingly, no compensation expense has been recognized for grants of options
      to employees with the exercise prices at or above market price of the Company’s
      common stock on the measurement dates. Had compensation expense been determined
      based on the estimated fair value at the measurement dates of awards under
      those
      plans consistent with the fair value method, the Company’s March 31, 2005 and
      2004, net loss would have been changed to the pro forma amounts indicated
      below.





March
                31, 2005
            
            March
                31, 2004Net
                loss:As
                reported
            
            $
            (296,733
            )
            $
            (710,250
            )Stock
                based compensation under fair value method
            
            
            (35,163
            )
            
            (96,059
            )Pro
                forma
            
            $
            (331,896
            )
            $
            (806,309
            )Net
                loss per share - basic and diluted:As
                reported
            
            $
            (0.02
            )
            $
            (0.05
            )Stock
                based compensation under fair value method
            
            
            (0.01
            )
            
            --Pro
                forma
            
            $
            (0.03
            )
            $
            (0.05
            )





The
      fair
      value of each option grant was estimated on the date of grant using the
      Black-Scholes option pricing model with the following assumptions: risk free
      rate of 5%; volatility of 202% and 200%, 2005 and 2004, respectively; no assumed
      dividend yield; and expected lives of four years.





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.





n) 
      New Accounting Pronouncements




SFAS
      No.
      150, *Accounting
      for Certain Financial Instruments with Characteristics of Both Liabilities
      and
      Equity,* was
      issued in May 2003 and requires issuers to classify as liabilities (or assets
      under certain circumstances) three classes of freestanding financial instruments
      that represent obligations for the issuer. SFAS No. 150 is effective for
      financial instruments entered into or modified after May 31, 2003 and is
      otherwise effective at the beginning of the first interim period beginning
      after
      December 15, 2003. The adoption of this statement did not have a material effect
      on the Company’s financial position, results of operations or cash
      flows.





In
      December 2004, the FASB issued Statement of Financial Accounting Standards
      No.
      123R “Shared Base Payment” (“SFAS123R”). This statement is a revision of SFAS
      Statement No. 123; "Accounting for Stock-Based Compensation” and supersedes APB
      Opinion No. 25, “Accounting for Stock Issued to Employees” and its related
      implementation guidance. SFAS 123R addresses all forms of shared based
      compensation (“SBP”) awards, including shares issued under employee stock
      purchase plans, stock options, restricted stock and stock appreciation rights.
      Under SFAS 123R, SBP awards result in a cost that will be measured at fair
      value
      on the awards’ date of grant, based on the estimated number of awards that are
      expected to vest and will be reflected as a compensation cost in the historical
      financial statements. This statement is effective for all public entities that
      file as small business issuers as of the beginning of the first interim or
      annual reporting period that begins after December 15, 2005. The Company is
      in
      the process of evaluating whether SFAS 123R will have a significant impact
      on
      the Company’s overall results of operations or financial
      position.





Note
      3.  Notes
      Payable





Notes
      payable consisted of the following at:





March
                31,
              2005
            
            March
                31,
              2004Convertible
                unsecured notes payable to a shareholder, with interest payable monthly
                at
                15% per annum. The notes are personally guaranteed by two officers
                of
                the Company.
                On March 31, 2002, the Company renegotiated the terms of the notes
                which
                were originally convertible into Company common stock at an average
                conversion price of $1.50 per share and due April 1, 2003. The notes
                are
                now convertible into Company common stock at any time prior to April
                1,
                2005 at a conversion price of $.36 per share and were due April 1,
                2004.
                On December 31, 2002, the due date of the notes was extended to April
                1,
                2006. During June 2005 the Company obtained an extension on the due
                date
                of these notes to April 2007. The Company issued 150,000 shares of
                its
                common stock in connection with these notes, the cost of which was
                recorded as loan fees and amortized using the interest yield method
                over
                the original term of the notes.
            
            $
            200,000
            
            $
            200,000Unsecured
                note payable due to a director with interest at 8% per annum and
                principal
                and interest due April 1, 2004. During June 2005 the Company renegotiated
                the due date of the note which is now due April 1, 2007.
            
            
            227,493
            
            
            227,493Three-year
                10% convertible subordinated unsecured notes to a director due April
                2007.
                Interest is either accrued or paid quarterly, as determined by the
                Board
                of Directors. The notes are convertible into Company common stock
                at
                conversion prices ranging from $.18 to $.36 per share anytime prior
                to
                their maturity in April 2007. On December 31, 2002, the Company
                renegotiated the terms of $300,000 principal amount of these notes
                with
                Mr. Baldwin, a director of the Company, and extended the due date
                and
                conversion date to April 1, 2005, which has now been extended to
                April
                2007. On March 31, 2004, the Company issued $60,000 principal amount
                to
                Mr. Baldwin which is due now April 1, 2007 and is convertible
                into
                Company common stock at a conversion price of $.18 per share. In
                June
                2004, the Company retired $200,000 principal amount and accrued interest.
                To raise the needed funds for the retirement, the Company issued
                Mr.
                Baldwin additional 10% convertible notes in the amount of $270,000
                which
                notes are due April 2007 and which have a conversion price of $.20
                per
                share. In November 2004, the Company issued Mr. Baldwin additional
                10%
                convertible notes in the amount of $135,000 to retire $100,000 principal
                amount due October 2004 which notes are due April 2007 and convertible
                at
                $.18 per share.
            
            
            765,000
            
            
            660,000Accrued
                interest due on long-term portion of three-year 10% convertible unsecured
                notes
            
            
            172,407
            
            
            160,269Total
                notes payable
            
            
            1,364,900
            
            
            1,247,762Less
                current maturities of long-term debt
            
            
            --
            
            
            (100,000
            )Long-term
                debt
            
            $
            1,364,900
            
            $
            1,147,762





See
      Note
      4 “Commitments and Contingencies” for a discussion of financing provided by
      related parties.








Note
      4.  Commitments
      and Contingent Liabilities





One
      of
      the Company’s subsidiaries has assumed leases for office space and equipment
      under operating leases expiring at various dates through 2009. Management
      expects that in the normal course of business, leases will be renewed or
      replaced by similar leases. Future minimum lease payments under non-cancelable
      leases with terms in excess of one year are as follows:





Years
                Ending March 31,2006
            
            $
            58,0902007
            
            
            14,2092008
            
            
            9,7712009
            
            
            4,886Total
            
            $
            86,956




One
      of
      the Company’s subsidiaries, RGT, has issued 1,000 shares of its 8%, cumulative,
      non-participating preferred stock. The stock is redeemable at the option of
      the
      Company at $200 per share and is redeemable out of future cash flows of the
      Company. These shares are owned by a director of the Company and were issued
      prior to the reverse merger discussed in Note 1.





Mr.
      Baldwin, a director of the Company, 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.
      During the years ended March 31, 2005 and 2004, Mr. Baldwin earned $78,000
      and
      $78,000, respectively, from this agreement.





Note
      5.  Stock
      Options and Warrants





*Stock
      Option Plans*





On
      August
      5, 2002, the Board of Directors of the Company adopted the 2002 Stock Option
      Plan (the “2002 Plan”). The 2002 Plan was approved by the shareholders of the
      Company 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. As of March 31,
      2005,
      incentive stock options to purchase 486,700 shares exercisable at prices ranging
      from $0.19 to $0.23 per share that vest over a three-year period had been
      granted. 324,366 of these stock options were exercisable as of March 31, 2005.
      As of March 31, 2005, non-qualified stock options to purchase 120,000 shares
      exercisable at $0.25 per share expiring in February 2009 and immediately
      exercisable were outstanding.





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, 2005, incentive stock options to
      purchase 912,200 shares exercisable at prices ranging from $0.19 to $0.50 per
      share that vest over a three-year period were outstanding. Of this amount,
      827,767 stock options were exercisable as of March 31, 2005. As of March 31,
      2005, non-qualified stock options to purchase 50,000 shares exercisable at
      $0.25
      per share and immediately exercisable were outstanding. The Company’s board of
      directors extended the expiration date for all options originally expiring
      in
      December 2004 pursuant to the 2000 Plan to December 2006.





Stock
      option activity during the periods indicated was as follows:





Number
                of Shares
            
            Weighted
                Average Exercise PriceOutstanding,
                April 1, 2003
            
            
            1,551,300
            
            $
            0.34Granted
            
            
            165,000
            
            
            0.25Exercised
            
            
            (100,000
            )
            
            0.25Forfeited
            
            
            (5,600
            )
            
            0.25Expired
            
            
            --
            
            
            --Outstanding,
                March 31, 2004
            
            
            1,610,700
            
            
            0.29Granted
            
            
            120,000
            
            
            0.25Exercised
            
            
            --
            
            
            --Forfeited
            
            
            (161,800
            )
            
            0.25Expired
            
            
            --
            
            
            --Outstanding,
                March 31, 2005
            
            
            1,568,900
            
            $
            0.29Exercisable,
                March 31, 2005
            
            
            1,322,133
            
            $
            0.30





As
      of
      March 31, 2005, the range of exercise prices was from $0.19 to $0.50 per share
      and the weighted average remaining contractual life of outstanding options
      was
      two years. The weighted average grant date fair value of the options issued
      in
      2005 and 2004 amounted to $0.22.





*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, 2005. 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 “Notes Payable” for a discussion of financing provided by Mr. Baldwin,
      chairman of the board and a director.





See
      Note
      4 “Commitments and Contingent Liabilities” for a discussion of legal services
      provided by Mr. Baldwin.





Note
      7.  Income
      Taxes





The
      tax
      effect of significant temporary differences representing deferred tax assets
      and
      liabilities at March 31, 2005 and 2004, are as follows:





2005
            
            2004Accrual
                to cash conversion
            
            $
            38,151
            
            $
            79,300Net
                operating loss carryforwards
            
            
            2,050,363
            
            
            1,972,180Valuation
                allowance
            
            
            (2,088,514
            )
            
            (2,051,480
            )Net
                deferred tax asset
            
            $
            --
            
            $
            --





The
      increase in the valuation allowance during fiscal 2005 of $37,035 is the result
      of additional net tax losses incurred during the year.





As
      of
      March 31, 2005, the Company has net operating loss carryforwards of
      approximately $6,142,692 which begin to expire in 2015 through 2025. Future
      utilization of the net operating loss carryforwards may be limited by changes
      in
      the ownership of the Company under section 382 of the Internal Revenue
      Code.





The
      difference between the actual income expense or benefit of zero for fiscal
      years
      2004 and 2003 and the expected amount using the statutory income tax rate of
      34%
      results from the 100% valuation allowance on the deferred tax assets at each
      year end.








Note
      8.  Legal
      Proceedings - None





Note
      9.  Significant
      Concentration





Two
      clients accounted for approximately 27.8% and 21.7% of sales for the fiscal
      year
      ended March 31, 2005. No other clients represented more than 10% of sales of
      the
      Company for the fiscal year ended March 31, 2005. These two clients represented
      53.7% and 6.5%, respectively, of the Company’s accounts receivable balance at
      March 31, 2005. Two clients accounted for approximately 26.0% and 25.1% of
      sales
      for the fiscal year ended March 31, 2004. No other clients represented more
      than
      10% of sales of the Company for the fiscal year ended March 31, 2004. The
      Company had two clients, each which had in excess of 10% of the Company’s
      accounts receivable balance at March 31, 2004. These two clients represented
      34.2% and 13.1%, respectively, of the Company’s accounts receivable
      balance.





Note
      10.  Liquidity





The
      accompanying financial statements have been prepared assuming that Rockport
      Healthcare Group, Inc. will continue as a going concern. The Company has an
      accumulated deficit in shareholders’ equity of $956,842 as of March 31,
      2005.





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, 2005, the Company
      had available cash in non-restrictive accounts of $66,824 and negative working
      capital of $35,783. As of March 31, 2005, the Company had outstanding debt
      of:
      (a) $765,000 in principal amount in the form of 10% convertible notes, (b)
      $227,493 in principal amount in the form of an 8% note, and (c) $200,000 in
      principal amount in the form of a 15% convertible note.





As
      discussed above, the Company does have $1,364,900 in principal and accrued
      interest due in April 2007. The Company is currently seeking sources of
      financing to retire these notes, as it has no current means to pay the notes
      as
      they become due. If the Company is unable to refinance these notes, it will
      be
      required to raise funds to retire the notes, or it will be in default of the
      notes. The Company has no commitments for the needed funds to retire these
      notes, and the failure to raise such funds or refinance the notes could subject
      the Company to a claim by the note holders for repayment, which would materially
      adversely affect the Company’s financial condition.





Excluding
      these notes, management believes sufficient cash flow from operations will
      be
      available during the next twelve months to satisfy its short-term obligations.
      The Company does not anticipate any funding requirements for capital
      expenditures during the fiscal year ending March 31, 2006. The Company’s future
      growth is conditioned on the Company signing more employers, insurers and others
      for access to its provider network and obtaining a greater participation by
      consumers who are covered by such payors. The Company will dedicate a
      significant portion of its cash flow from operations to the continuing
      development and marketing of its provider network.





There
      can
      be no assurances that management’s plans as described above can be
      accomplished.


1
 
 
  **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE**





None





**ITEM
      8A. CONTROLS AND PROCEDURES**





In
      accordance with the Securities Exchange Act of 1934 (“Exchange Act”), the
      Company carried out an evaluation, under the supervision and with the
      participation of management, including its Chief Executive Officer and Chief
      Financial Officer, of the effectiveness of its disclosure controls and
      procedures as of the end of the period covered by this report. Based on this
      evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were effective
      as of March 31, 2005, to provide reasonable assurance that information required
      to be disclosed in its reports filed or submitted under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission’s rules and forms.





**ITEM
      8B. OTHER INFORMATION**




None





**PART
      III**





**ITEM
      9. DIRECTORS AND EXECUTIVER OFFICERS OF
      REGISTRANT**





The
      Company’s directors and executive officers are as follows:





**Name**      **Age**   **Office
      Held**





Harry
      M.
      Neer     65   Director,
      Chief Executive Officer and President





Larry
      K.
      Hinson    59   Director,
      Chief Financial Officer, Secretary
      and Treasurer





John
      K.
      Baldwin     71   Chairman
      of the Board





Eric
      H.
      Kolstad     44   Director





Gregory
      H. Neer     37   Sr.
      Vice
      President - Operations





Mark
      C.
      Neer     41   Sr.
      Vice
      President - Business Development





*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.





*Larry
      K. Hinson* .
      Mr.
      Hinson has been Chief Financial Officer, Secretary, Treasurer and a director
      of
      Rockport since 1997. Mr. Hinson has a Bachelor of Business Administration degree
      with a major in accounting from the University of Texas. Mr. Hinson has over
      30
      years’ experience as a CPA in a wide variety of industries, primarily in the
      insurance and healthcare industries. He has served as Chief Financial Officer
      of
      USA Healthcare Network, Inc., Vice President and Treasurer of Reserve Life
      Insurance Company of Dallas, Texas, and was formerly with KPMG, LLP in Dallas
      and Austin, Texas. From March 1989 to October 1994, Mr. Hinson was Vice Chairman
      and Chief Financial Officer of USA Health Holding Company and its subsidiaries
      and also served as President of USA Health Network Company. From November 1994
      to November 1997, Mr. Hinson provided consulting services to the healthcare
      industry.





*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.





*Gregory
      H. Neer.* Mr. Neer
      joined the Company in May 1997 as Director of MIS which ended March 2001 and
      was
      promoted to Senior Vice President - Operations effective as of April 2001.
      Mr.
      Neer’s responsibilities include the development and maintenance of the Company’s
      proprietary repricing software system. Mr. Neer has in excess of seven years’
      experience in information systems, sales and project management. Through the
      past five years, Mr. Neer has improved and maximized companies’ resources
      through development of user-friendly interfaces including: Information System
      Consultant for Vauter Door Co. from August 1993 to January 1994, where he
      created and developed an interactive door manufacturing Windows’ based
      application while working closely with management and staffed employees to
      tailor the program to specific needs and Sales Engineer/Project Manager for
      Stewart & Stevenson Services from October 1994 to May 1997, where he created
      and integrated Microsoft Access applications to track, manage and analyze trends
      and the status of requests for quotes, business contracted and
      loss.





*Mark
      C. Neer.* Mr. Neer
      joined the Company in January 2000 as Vice President - Business Development
      which ended March 2001 and was promoted to Senior Vice President - Business
      Development effective as of April 2001. Mr. Neer has a Bachelors degree in
      English Literature with a double minor in Business Administration and
      Psychology. Mr. Neer has over thirteen years’ experience in physician practice
      management and healthcare consulting. He served as Director of Regional
      Operations for CareSelect Group, Inc. from October 1996 to February 2000, a
      national physician practice management company. Prior to CareSelect, Mr. Neer
      served as a principal and senior healthcare consultant for Tactical Integration,
      Inc. from June 1994 to October 1996, representing Baylor College of Medicine,
      OrNda Health Care Systems, Cigna Health Care, and Blue Cross/Blue Shield of
      Texas. From 1988 to 1994, Mr. Neer served as the Administrator for a group
      of
      occupational medical clinics with responsibility for operating the facilities
      and developing the marketing programs.





*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 Messrs. Kolstad, who is
      the
      committee chair, and Mr. Baldwin. The Company's Board of Directors has
      determined that neither Messrs. Kolstad or 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. As
      the
      Company grows, the Board of Directors intends to reconsider the retention of
      a
      new director that would qualify as an "audit committee financial
      expert.





*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.





*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.





**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**





**Annual
                Compensation**
            
            **Long
                Term Compensation****Awards**Name
                andPrincipal
                Position
            
            Fiscal
                Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            Restricted
                Stock Awards ($)
            
            Securities
              Underlying
              Options
                (#)Harry
                M. Neer
              President
                and Chief Executive Officer
            
            
            2005
              2004
              2003
            
            $
              $
              $
            200,000
              200,000
              181,250
            
            
            --
              --
              --
            
            
            --
              --
              --
            
            
            --
              --
              --Larry
                K. Hinson
              Chief
                Financial Officer, Scretary
                and Treasurer
            
            
            2005
              2004
              2003
            
            $
              $
              $
            180,000
              180,000
              171,250
            
            
            --
              --
              --
            
            
            --
              --
              --
            
            
            --
              --
              125,000Gregory
                H. Neer
              Senior
                Vice President -Operations
            
            
            2005
              2004
              2003
            
            $
              $
              $
            145,000
              145,000
              132,917
            
            
            --
              --
              --
            
            
            --
              --
              --
            
            
            --
              --
              245,000Mark
                C. Neer
              Senior
                Vice President -Business
                Development
            
            
            2005
              2004
              2003
            
            $
              $
              $
            150,000
              150,000
              153,750
            
            
            --
              --
              --
            
            
            --
              --
              --
            
            
            --
              --
              245,000


______________





*Option
      Issuances*





There
      were no individual grants of stock options made during the Company’s last fiscal
      year to its named executive officers.





**AGGREGATED
      OPTION EXERCISES IN LAST FISCAL YEAR**


**AND
      FISCAL YEAR-END OPTION VALUES**





Name
            
            Shares
                Acquired onExercise (#)
            
            Value
              Realized
                ($)
            
            Number
                of Securities Underlying UnexercisedOptions
                at FY-End (#)
            
            Value
                of Unexercised
              In-the-Money
              Options
                at FY-End ($)Exercisable
            
            Unexercisable
            
            Exercisable
            
            UnexercisableHarry
                M. Neer
            
            
            --
            
            
            --
            
            
            150,000
            
            
            --
            
            
            --
            
            
            --Larry
                K. Hinson
            
            
            --
            
            
            --
            
            
            308,334
            
            
            41,666
            
            
            --
            
            
            --Gregory
                H. Neer
            
            
            --
            
            
            --
            
            
            316,833
            
            
            81,667
            
            
            --
            
            
            --Mark
                C. Neer
            
            
            --
            
            
            --
            
            
            283,333
            
            
            81,667
            
            
            --
            
            
            --





The
      fair
      market value of the Company’s common stock as of the end of the fiscal year
      ended March 31, 2005, was $0.04 per share. Since the exercise prices of the
      options listed above range between $0.23 and $.50 per share, the options were
      not in-the-money as of the end of the Company’s fiscal year, and no value is set
      forth in the above table under Securities and Exchange Commission
      rules.





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





The
      Company has entered into identical employment agreements with Messrs. Harry
      M.
      Neer and Larry K. Hinson. The employment agreements have one-year terms
      initially expiring December 31, 2001, which are automatically renewed for
      successive one-year periods, unless terminated by either party on three months
      notice, whereby each individual receives a fixed annual salary. Effective
      October 1, 2002, the Company’s Board of Directors approved an increase of Mr.
      Neer’s annual salary to $200,000 per year and an increase of Mr. Hinson’s annual
      salary to $180,000 per year. If the Company terminates the employment agreements
      without cause before the expiration of the agreements, the terminated executive
      will receive a lump-sum payment equal to one-half of his base annual salary.
      There are no employment agreements with Gregory H. Neer or Mark C. Neer and
      their annual salaries are $145,000 and $150,000, respectively.





*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. During the years ended March 31, 2005 and
      2004,
      Mr. Baldwin earned $78,000 and $78,000, respectively, from this
      agreement.





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







As
      of
      June 6, 2005, 15,025,982 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.






To
      the
      Company’s knowledge, except as indicated in the footnotes to this table and
      pursuant to applicable community property laws, the persons named in the table
      have sole voting and investment power with respect to all shares of common
      stock
      shown as beneficially owned by them. Unless otherwise indicated, the business
      address of the individuals listed is 50 Briar Hollow Lane, Suite 515W, Houston,
      Texas 77027.






**Name
                and Address of****Beneficial
                Owner**
            
            **Number
                of Shares**
              **Beneficially
                Owned****(1)**
            
            **Percentage
                of**
              **Outstanding
                Shares**John
                K. Baldwin(2)
            
            
            8,245.893(2)
            
            
            43.7
            %Harry
                M. Neer
            
            
            1,246,755(3)
            
            
            8.2
            %Larry
                K. Hinson
            
            
            633,289(4)
            
            
            4.1
            %Eric
                H. Kolstad(5)
            
            
            120,983
            
            
            *Gregory
                H. Neer
            
            
            341,833(6)
            
            
            2.2
            %Mark
                C. Neer
            
            
            333,333(7)
            
            
            2.2
            %All
                Executive Officers and Directors as a group (6 persons)
            
            
            10,922,086(8)
            
            
            54.8
            %Robert
                D. Johnson(10)
            
            
            1,135,000(9)
            
            
            7.6
            %George
                Bogle(11)
            
            
            1,025,000(10)
            
            
            6.4
            %


______________________





*
      Less
      than one percent





(1)  As
      of
      June 6, 2005, there were 15,025,982 shares of common stock outstanding. 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 3,828,540 shares of common stock underlying $765,000 principal amount
      of convertible notes and accrued interest of $172,407 as of March 31,
      2005.


(3)  Includes
      options to purchase 150,000 shares of common stock at an exercise price of
      $0.25
      per share, expiring December 7, 2004.


(4)  Includes
      options to purchase 308,334 shares of common stock at exercise prices ranging
      from $0.23 to $0.50 per share, expiring December 7, 2006, September 1, 2005
      and
      August 5, 2006. Also includes 108,318 shares held jointly by Mr. Hinson and
      his
      former spouse, of which Mr. Hinson has complete voting control.


(5)  Mr.
      Kolstad’s business address is 2600 Michelson Drive, 17 th Floor,
      Irvine, California 92612.


(6)  Includes
      options to purchase 316,833 shares of common stock at exercise prices ranging
      from $0.23 to $0.50 per share, expiring December 7, 2006, September 1, 2005
      and
      August 5, 2006.


(7)  Includes
      options to purchase 283,333 shares of common stock at exercise prices ranging
      from $0.23 to $0.50 per share, expiring December 7, 2006, September 1, 2005
      and
      August 5, 2006.


(8)  Includes
      options to purchase 843,498 shares of common stock and 3,828,540 shares of
      common stock to be issued upon the conversion of $765,000 principal amount
      of
      convertible notes and $172,407 accrued interest on the notes.


(9)  Mr.
      Johnson’s business address is 13606 Bermuda Dunes Ct., Houston, Texas 77069. The
      information set forth is based solely on the Company’s records.


(10)  Mr.
      Bogle’s business address is 916 S. Capital of Texas Highway, Austin, Texas
      78746. Includes warrants to purchase 1,000,000 shares of common stock at an
      exercise price of $0.345 per share, expiring November 25, 2011.





*Equity
      Compensation Plans*





The
      following table gives information about the Company’s common stock that may be
      issued upon the exercise of options under its 2000 Long-Term Incentive Plan
      and
      2002 Stock Option Plan as of March 31, 2005, which have been approved by the
      Company’s stockholders, and under compensation arrangements that were not
      approved by the Company’s stockholders.





Plan
                Category
            
            Number
                of Securities
              To
                be Issued Upon
              Exercise
                of Outstanding
              Options,
                Warrants and
              Rights
              (A)
            
            Weighted
                Average
              Exercise
                Price of
              Outstanding
                Options,
              Warrants
                and Rights
              (B)
            
            Number
                of Securities
              Remaining
                Available for
              Future
                Issuance Under
              Equity
                Compensation
              Plans
                (Excluding Securities
              Reflected
                in Column A)
              (C)Equity
                Compensation Plans Aproved
                by Security Holders
            
            
            1,568,900
            
            $
            0.29
            
            
            331,100Equity
                Compensation PlansNot
                Approved by SecurityHolders
            
            
            1,000,000(1)
            
            $
            0.345
            
            
            --Total
            
            
            2,568,900
            
            $
            0.31
            
            
            331,100





(1)  In
      conjunction with a consulting services agreement with George Bogle, the Company
      issued warrants to purchase 1,000,000 shares of restricted common stock at
      any
      time until November 25, 2011, at a price of $.345 per share, the fair market
      value on the date of grant, which was determined by the mean of the closing
      bid
      and asked prices, and are immediately exercisable.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





As
      of
      March 31, 2005, the Company had outstanding debt of: (a) $765,000 in principal
      amount in the form of 10% convertible notes, (b) $227,493 in principal amount
      in
      the form of a 8% note, and (c) $200,000 in principal amount in the form of
      a 15%
      convertible note.





*10%
      convertible notes* .
      As of
      March 31, 2005, the Company had outstanding $765,000 principal amount in the
      form of 10% convertible notes, all of which was held by Mr. Baldwin, a director
      of the Company. As of the date of this report, the Company has the following
      10%
      convertible notes outstanding: (a) $135,000 in principal amount due April 2007
      convertible at a price of $.18 per share; (b) $300,000 in principal amount
      due
      April 2007 convertible at a price of $.36 per share; (c) $60,000 in principal
      amount due April 2007 convertible at a price of $.18 per share; and (d) $270,000
      in principal amount due April 2007 convertible at a price of $.20 per
      share.





Interest
      on the 10% convertible notes is payable quarterly out of available cash flow
      from operations as determined by the Company’s Board of Directors, or if not
      paid but accrued, will be paid at the next fiscal quarter or at maturity. The
      conversion prices of the notes were calculated based on the average of the
      high
      bid and low asked stock quotations on the date of funding.





Accrued
      debenture interest on the convertible debentures has been added to the principal
      of the debentures resulting in a reclassification of some of the accrued
      interest to long-term debt.





*8%
      notes.* In
      November 2001 and in January 2002, the Company borrowed an aggregate of $100,000
      from Mr. Baldwin. In June 2002, the Company renegotiated the terms of the notes
      and added $93,000 of accrued consulting fees due and $34,493 of accrued
      overwrite fees due to the principal amount of the note. In December 2002, the
      Company renegotiated the terms of the note and extended the due date to April
      1,
      2005 and in June 2005 extended the due date to April 1, 2007. This debt is
      accruing interest at 8% payable monthly, however, in accordance with a verbal
      agreement with the note holder, the Company ceased paying the interest on this
      note on October 1, 2003.





*15%
      convertible notes.* In 1998,
      the Company borrowed $200,000 from a shareholder on two separate notes which
      were convertible into Company common stock with
      interest payable monthly at 15% per annum. The notes are personally guaranteed
      by two officers of the Company. In March 2002, the Company renegotiated the
      terms of the notes which were originally convertible into Company common stock
      at an average conversion price of $1.50 per share and were due April 1, 2003.
      The notes have been modified on three occasions and are now convertible into
      Company common stock at a conversion price of $.36 per share and the due date
      and the conversion date of the notes is April 1, 2007.





On
      November 29, 2001, the Company issued to Mr. George Bogle 25,000 shares of
      common stock in consideration of consulting services valued at $7,500. On
      November 26, 2001, in conjunction with a consulting services agreement with
      Mr.
      Bogle, the Company issued warrants to purchase 1,000,000 shares of restricted
      common stock at any time until November 25, 2011, at a price of $.345 per share,
      the fair market value on the date of grant, which was determined by the mean
      of
      the closing bid and asked price, and are immediately exercisable. No warrants
      have been exercised as of March 31, 2005.





See
“Item
      10. Executive Compensation; Compensation of Directors” for a description of the
      Company’s engagement agreement with Mr. Baldwin.





**PART
      IV**





**ITEM
      13. EXHIBITS**




Exhibit
      No.   Description


2.1
              Agreement
                  and Plan of Reorganization (incorporated by reference to Exhibit
                  2.1 to
                  Registrant’s Current Report on Form 8-K, dated January 5,
                  1998)3.1
              Certificate
                  of Incorporation of Registrant (incorporated by reference to Exhibit
                  3.1
                  to Registrant’s Registration Statement on Form 10-SB, dated July 26, 1994,
                  SEC File No. 0-23514)3.2
              Certificate
                  of Amendment to Certificate of Incorporation of Registrant dated
                  January
                  16, 1998 (incorporated by reference to Exhibit 3.2 to Registrant’s Annual
                  Report on Form 10-KSB/A, dated June 3, 2002)3.3
              Certificate
                  of Amendment to Certificate of Incorporation of Registrant dated
                  October
                  14, 2002 (incorporated by reference to Exhibit 4.3 to Registrant’s Form
                  S-8, dated October 24, 2002, SEC File No. 333-100732)3.4
              Amended
                  and Restated Bylaws of Registrant (incorporated by reference to
                  Exhibit
                  4.4 to Registrant’s Form S-8, dated October 24, 2002, SEC File No.
                  333-100732)4.1
              Specimen
                  of Registrant’s Common Stock Certificate (incorporated by reference to
                  Exhibit 4 to Registrant’s Annual Report on Form 10-KSB/A, dated June 29,
                  2000)4.2
              Three-year
                  10% Convertible Subordinated Unsecured Notes (incorporated by reference
                  to
                  Exhibit 4.2 to Registrant’s Annual Report on Form 10-KSB, dated June 28,
                  2001)10.1
              Employment
                  Agreement with Harry M. Neer (incorporated by reference to Exhibit
                  10.1 to
                  Registrant’s Quarterly Report on Form 10-QSB/A, dated February 14, 2001)
                  *10.2
              Employment
                  Agreement with Larry K. Hinson (incorporated by reference to Exhibit
                  10.2
                  to Registrant’s Quarterly Report on Form 10-QSB/A, dated February 14,
                  2001) *10.3
              Lease
                  Agreement at 50 Briar Hollow Lane, Suite 515W Houston, Texas 77027
                  (incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report
                  on Form 10-KSB/A, dated June 29, 2000)10.4
              2000
                  Long-Term Incentive Plan (incorporated by reference to Exhibit
                  4.5 to
                  Registrant’s Form S-8, dated April 24, 2001, SEC File No. 333-59476)
                  *10.5
              Amended
                  Engagement Agreement with John K. Baldwin (incorporated by reference
                  to
                  Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-QSB, dated August
                  14, 2001) *10.6
              Consulting
                  Services agreement with George Bogle (incorporated by reference
                  to Exhibit
                  10.10 to Registrant’s Quarterly Report on Form 10-QSB/A, dated June 3,
                  2002) *10.7
              Warrant
                  Agreement with George Bogle (incorporated by reference to Exhibit
                  10.11 to
                  Registrant’s Quarterly Report on Form 10-QSB/A, dated June 3, 2002)
                  *10.8
              Workers’
                  Compensation Master Preferred Client Agreement with PPONext (formerly
                  Beyond Benefits) dated July 1, 2000, (incorporated by reference
                  to Exhibit
                  10.13 to Registrant’s Quarterly Report on Form 10-QSB, dated August 14,
                  2002) (1)10.9
              Rockport
                  Healthcare Group, Inc. 2002 Stock Option Plan (incorporated by
                  reference
                  to Exhibit 10.1 to Registrant’s Form S-8, dated October 24, 2002, SEC File
                  No. 333-100732) *10.10
              Form
                  of Indemnification Agreement Between Rockport Healthcare Group,
                  Inc. and
                  Its Officers and Directors (incorporated by reference to Registrant’s
                  Quarterly Report on Form 10-QSB dated November 14,
                  2002)14.1
              Code
                  of Ethics (incorporated by reference to Registrant’s Annual Report on Form
                  10-KSB dated June 29, 2004)21.1
              Subsidiaries
                  of Registrant (incorporated by reference to Exhibit 22 to Registrant’s
                  Annual Report on Form 10-KSB/A, dated June 29, 2000)23.1
              Consent
                  of Hein & Associates31.1
              Certification
                  of Harry M. Neer, Chief Executive
                  Officer31.2
              Certification
                  of Larry K. Hinson, Chief Financial
                  Officer32.1
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.32.2
              Certification
                  Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.




*
      Indicates a management contract or compensatory plan or
      arrangement.





(1)  The
      Company has omitted some portions of this exhibit and submitted it separately
      in
      a confidential treatment request filed with the SEC.








**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





*Audit
      Fees*





The
      aggregate fees billed by Hein & Associates for professional services
      rendered for the audit of the Company’s annual financial statements for the
      fiscal year ended March 31, 2005, and for the reviews of the financial
      statements included in its quarterly reports on Form 10-QSB for that fiscal
      year
      were $41,930.





*Audit-Related
      Fees*





Hein
      & Associates 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*





Hein
      & Associates did not receive any fees for tax compliance, tax advice or tax
      planning from the Company during the fiscal years ended March 31, 2005 and
      2004.




*All
      Other Fees*





Other
      than the services described above under “Audit Fees” for the fiscal year ended
      March 31, 2005 and 2004, Hein & Associates did not receive any other
      fees.





*Audit
      Committee Pre-Approval Policies and Procedures*





The
      2005
      and 2004 audit services provided by Hein & Associates 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.













**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


**ROCKPORT
      HEALTHCARE GROUP, INC.**





By: _/s/
      Larry K. Hinson ____________________


Larry
      K.
      Hinson, Principal Accounting Officer, Chief Financial Officer, Secretary and
      Treasurer





Date:
      June 29, 2005





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





Signature     Title    Date








/s/
      John K. Baldwin    Chairman
      of the Board   June
      29,
      2005


John
      K.
      Baldwin





/s/
      Harry M. Neer    President,
      Chief Executive  June
      29,
      2005


Harry
      M.
      Neer    Officer
      and Director





/s/
      Larry K. Hinson    Secretary,
      Chief Financial Officer,  June
      29,
      2005


Larry
      K.
      Hinson    Treasurer
      and Director





/s/
      Eric H. Kolstad    Director     June
      29,
      2005


Eric
      H.
      Kolstad





**Exhibit
      Index**





Exhibit
        No.   Description
 2.1
                Agreement
                    and Plan of Reorganization (incorporated by reference to Exhibit
                    2.1 to
                    Registrant’s Current Report on Form 8-K, dated January 5,
                    1998)3.1
                Certificate
                    of Incorporation of Registrant (incorporated by reference to
                    Exhibit 3.1
                    to Registrant’s Registration Statement on Form 10-SB, dated July 26, 1994,
                    SEC File No. 0-23514)3.2
                Certificate
                    of Amendment to Certificate of Incorporation of Registrant dated
                    January
                    16, 1998 (incorporated by reference to Exhibit 3.2 to Registrant’s Annual
                    Report on Form 10-KSB/A, dated June 3, 2002)3.3
                Certificate
                    of Amendment to Certificate of Incorporation of Registrant dated
                    October
                    14, 2002 (incorporated by reference to Exhibit 4.3 to Registrant’s Form
                    S-8, dated October 24, 2002, SEC File No. 333-100732)3.4
                Amended
                    and Restated Bylaws of Registrant (incorporated by reference
                    to Exhibit
                    4.4 to Registrant’s Form S-8, dated October 24, 2002, SEC File No.
                    333-100732)4.1
                Specimen
                    of Registrant’s Common Stock Certificate (incorporated by reference to
                    Exhibit 4 to Registrant’s Annual Report on Form 10-KSB/A, dated June 29,
                    2000)4.2
                Three-year
                    10% Convertible Subordinated Unsecured Notes (incorporated by
                    reference to
                    Exhibit 4.2 to Registrant’s Annual Report on Form 10-KSB, dated June 28,
                    2001)10.1
                Employment
                    Agreement with Harry M. Neer (incorporated by reference to Exhibit
                    10.1 to
                    Registrant’s Quarterly Report on Form 10-QSB/A, dated February 14, 2001)
                    *10.2
                Employment
                    Agreement with Larry K. Hinson (incorporated by reference to
                    Exhibit 10.2
                    to Registrant’s Quarterly Report on Form 10-QSB/A, dated February 14,
                    2001) *10.3
                Lease
                    Agreement at 50 Briar Hollow Lane, Suite 515W Houston, Texas
                    77027
                    (incorporated by reference to Exhibit 10.2 to Registrant’s Annual Report
                    on Form 10-KSB/A, dated June 29, 2000)10.4
                2000
                    Long-Term Incentive Plan (incorporated by reference to Exhibit
                    4.5 to
                    Registrant’s Form S-8, dated April 24, 2001, SEC File No. 333-59476)
                    *10.5
                Amended
                    Engagement Agreement with John K. Baldwin (incorporated by reference
                    to
                    Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-QSB, dated August
                    14, 2001) *10.6
                Consulting
                    Services agreement with George Bogle (incorporated by reference
                    to Exhibit
                    10.10 to Registrant’s Quarterly Report on Form 10-QSB/A, dated June 3,
                    2002) *10.7
                Warrant
                    Agreement with George Bogle (incorporated by reference to Exhibit
                    10.11 to
                    Registrant’s Quarterly Report on Form 10-QSB/A, dated June 3, 2002)
                    *10.8
                Workers’
                    Compensation Master Preferred Client Agreement with PPONext (formerly
                    Beyond Benefits) dated July 1, 2000, (incorporated by reference
                    to Exhibit
                    10.13 to Registrant’s Quarterly Report on Form 10-QSB, dated August 14,
                    2002) (1)10.9
                Rockport
                    Healthcare Group, Inc. 2002 Stock Option Plan (incorporated by
                    reference
                    to Exhibit 10.1 to Registrant’s Form S-8, dated October 24, 2002, SEC File
                    No. 333-100732) *10.10
                Form
                    of Indemnification Agreement Between Rockport Healthcare Group,
                    Inc. and
                    Its Officers and Directors (incorporated by reference to Registrant’s
                    Quarterly Report on Form 10-QSB dated November 14,
                    2002)14.1
                Code
                    of Ethics (incorporated by reference to Registrant’s Annual Report on Form
                    10-KSB dated June 29, 2004)21.1
                Subsidiaries
                    of Registrant (incorporated by reference to Exhibit 22 to Registrant’s
                    Annual Report on Form 10-KSB/A, dated June 29, 2000)23.1
                Consent
                    of Hein & Associates31.1
                Certification
                    of Harry M. Neer, Chief Executive
                    Officer31.2
                Certification
                    of Larry K. Hinson, Chief Financial
                    Officer32.1
                Certification
                    Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.32.2
                Certification
                    Pursuant to 18 U.S.C. Section 1350, as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.
  *
        Indicates a management contract or compensatory plan or
        arrangement.
 
 (1)  The
        Company has omitted some portions of this exhibit and submitted it separately
        in
        a confidential treatment request filed with the SEC.