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, 2004
                                              --------------

[ ]     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                    (IRS Employer
     incorporation or organization)                   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 [ ]

     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,  2004,  were
$3,090,578.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates of the Issuer as of June 24, 2004, based upon the average bid
and  asked  price  as  of  such  date on the OTC Bulletin Board, was $1,256,831.

     The  Registrant's  common  stock  outstanding  as  of  June  24,  2004, was
14,954,042  shares

                      DOCUMENTS INCORPORATED BY REFERENCE:

     The  Registrant  is  incorporating  by  reference  in Part III of this Form
10-KSB  certain  information  contained in the Registrant's proxy or information
statement  for  its  annual  meeting of shareholders, which will be filed by the
Registrant  on  or  before  July  29,  2004.
--------------------------------------------------------------------------------

     Transitional Small Business Disclosure Format (Check One): Yes [ ]  No [X]


                                        1
<PAGE>
<TABLE>
<CAPTION>
                               ROCKPORT HEALTHCARE GROUP, INC.

                                           INDEX

                                                                                   PAGE NO.
                                                                                   --------
<S>       <C>       <C>                                                            <C>
PART I    Item 1.   Description of Business                                               3
          Item 2.   Description of Property                                               9
          Item 3.   Legal Proceedings                                                     9
          Item 4.   Submission of Matters to a Vote of Security Holders                   9

PART II   Item 5.   Market for Common Equity and Related Stockholder Matters             10
          Item 6.   Management's Discussion and Analysis and Results of
                      Operations and Financial Condition                                 11
          Item 7.   Financial Statements                                                 19
          Item 8.   Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure                                34
          Item 8A.  Controls and Procedures                                              34

PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                  34
          Item 10.  Executive Compensation                                               34
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management                                                         34
          Item 12.  Certain Relationships and Related Party Transactions                 34
          Item 13.  Exhibits and Reports on Form 8-K                                     34
          Item 14.  Principal Accountant Fees and Services                               36
</TABLE>


                                        2
<PAGE>
          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.


                                        3
<PAGE>
     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, 2004, 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,  2004,  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


                                        4
<PAGE>
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,  2004, 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 Coverage
     ---------------                            -----------------------

     Accountable Regional Health Network        West Texas
     Baycare                                    Florida
     CCO, Inc.                                  Missouri
     Companion WorkPlace Health Network         Georgia
     Consumer Health Network                    New Jersey
     Devon Health Services                      Pennsylvania
     Evolution Healthcare Systems               Regional - multi-state
     F.A. Richard & Assoc.                      Louisiana
     First Choice Network                       Mississippi
     Greater Memphis Association of Physicians  Memphis, Tennessee
     Health's Finest Network                    Illinois
     Heritage Summit                            Florida
     Medical Care Referral Group                El Paso, Texas
     ppoNext West                               Regional - multi-state
     PPO Oklahoma                               Oklahoma
     Prime Network
     Southwest Medical Preferred Network        North Texas
     USAMCO - WIN                               National - exclusive
     Virginia Health Network                    Virginia


                                        5
<PAGE>
     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,  2004.  Those  clients  were  Intracorp  which
contributed  26.0%  of  total  revenue and Fair Isaac Corporation ("Fair Isaac")
(formerly  HNC  Insurance  Solutions,  Inc.)  which  contributed  25.1% 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.


                                        6
<PAGE>
     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 effect 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
effect  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.


                                        7
<PAGE>
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  not  currently  subject  to any specific licensing
requirements  at the federal or state level.  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  24,  2004,  the  Company  had 19 employees, with 18 employees
located  in  Houston,  Texas  and  one  employee 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.


                                        8
<PAGE>
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, 2004 is $17,341
through  the  end  of  the  lease.

     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,  2004.  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.


                                        9
<PAGE>
                                     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.

<TABLE>
<CAPTION>
Fiscal Year 2004:                         High   Low
                                         -----  -----
<S>                                      <C>    <C>

       Quarter Ended March 31, 2004 . .  $0.34  $0.16
       Quarter Ended December 31, 2003.  $0.43  $0.22
       Quarter Ended September 30, 2003  $0.28  $0.15
       Quarter Ended June 30, 2003. . .  $0.25  $0.14


Fiscal Year 2003:                         High   Low
                                         -----  -----

       Quarter Ended March 31, 2003 . .  $0.49  $0.16
       Quarter Ended December 31, 2002.  $0.75  $0.15
       Quarter Ended September 30, 2002  $0.37  $0.15
       Quarter Ended June 30, 2002. . .  $0.35  $0.22
</TABLE>

     As  of  May 31, 2004, there were approximately 1,100 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, 2004, that
were  not  registered  under  the  Securities  Act.

     On  March  31,  2004, under the terms of a written contract executed by the
Company,  the  Company  issued  13,192  shares of common stock to Mike Catala in
consideration  of  marketing services valued at $2,243 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2004, under the terms of a written contract executed by the
Company,  the Company issued 13,192 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $2,243 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2004, under the terms of a written contract executed by the
Company,  the  Company issued 620,000 shares of common stock to White Rock, Inc.
in  consideration  of investor relations services valued at $105,400 pursuant to
the  exemption  provided  by  Rule  506  to  Regulation D of the Securities Act.

     The  above  transactions  were completed pursuant to either Section 4(2) of
the  Securities  Act  or  Rule  506 of Regulation D 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.


                                       10
<PAGE>
     With  respect to issuances made pursuant to Rule 506 of Regulation D of the
Securities  Act,  the  Company determined that each purchaser was an "accredited
investor"  as  defined  in  Rule  501(a)  under  the  Securities  Act.

     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,  2004, 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, 2004, and the Company's results of operations for the years in
the two-year period ended March 31, 2004 and 2003, 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 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.


                                       11
<PAGE>
     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the District of Columbia.  As of March 31, 2004, 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).

     Revenue Recognition

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

     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 collectability 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, 2004, the Company had $462,500 of unamortized intangible
assets resulting from the acquisition of the Protegrity network.  Effective July
7,  2003,  the  Company  purchased  all  healthcare  provider  agreements  from
Protegrity  Services,  Inc., ("Protegrity"), a third party administrator ("TPA")
and  managed  care  organization.  The Company was acquiring healthcare provider
agreements in order to expand the size of its network.  This acquisition did not
result  in  the acquisition of clients or revenue.  This acquisition of provider
contracts was funded with the issuance of 500,000 shares of Company common stock
valued  at  $500,000,  and  because the Company would earn revenue in the future
from  the  acquired  provider  agreements, the Company recorded the value of the
stock  issued  as  an intangible asset.  The value of $500,000 attributed to the
acquisition  was  based  on  the number of shares issued multiplied by $1.00 per
share.  If  Protegrity  has  not  sold  its shares of Rockport by July 2008, the
Company agreed to purchase from Protegrity at a price of $1.00 per share  all of
the  remaining  outstanding  shares  then owned by Protegrity.  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.


                                       12
<PAGE>
     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.

     In  December  2002,  the  Financial  Accounting  Standards Board issued its
Statement  No.  148,  "Accounting  for Stock-Based Compensation - Transition and
Disclosure-an  amendment  of  Financial Accounting Standards Board Statement No.
123." This Statement amends Statement of Financial Accounting Standards No. 123,
to  provide  alternative  methods  of  transition for an entity that voluntarily
changes  to  the  fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of Statement of Financial
Accounting  Standards  No. 123 to require prominent disclosure about the effects
on  reported  net income of an entity's accounting policy decisions with respect
to  stock-based  employee  compensation.  The  transition  and annual disclosure
provisions  of Statement of Financial Accounting Standards No. 148 are effective
for  fiscal  years  ending  after  December 15, 2002, and the interim disclosure
provisions  were effective for the first interim period beginning after December
15,  2002. The Company did not voluntarily change to the fair value based method
of  accounting for stock-based employee compensation, therefore, the adoption of
Statement  of  Financial  Accounting  Standards  No. 148 did not have a material
impact  on  its operations and/or financial position. If the Company had adopted
the fair value based method of accounting for stock-based employee compensation,
it  would  have resulted in an additional $96,059 of compensation expense and no
affect in the Company's basic and diluted earnings per share.

RESULTS OF OPERATIONS

Year Ended March 31, 2004 to Year Ended March 31, 2003

     The  following table sets forth certain operating information regarding the
Company  for  the  years  ended  March  31,  2004  and  2003:

<TABLE>
<CAPTION>
                                                           2004         2003
                                                        -----------------------
<S>                                                     <C>          <C>
     Revenue                                            $3,090,578   $3,746,919
         Cost of sales                                     928,268    1,042,483
                                                        -----------------------
     Gross profit                                        2,162,310    2,704,436
         Selling, general and administrative expenses    2,676,672    2,332,660
         Depreciation and amortization                      73,451       37,462
                                                        -----------------------
     Income (loss) from operations                        (587,813)     334,314
     Interest, net                                         122,437      115,933
                                                        -----------------------
     Net income (loss)                                  $ (710,250)  $  218,381
                                                        =======================
     Net income (loss) per share - basic and diluted    $    (0.05)  $     0.02
                                                        =======================
</TABLE>

     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.


                                       13
<PAGE>
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  the  year  ended  March  31,  2004,  was $3,090,578 which was
$656,341,  or  18%,  below  revenue  for  the  year  ended  March  31,  2003, of
$3,746,919.  Revenue  for  the  three  months ended March 31, 2004, was $787,209
which  was  $152,796, or 16%, below revenue for the three months ended March 31,
2003,  of $940,005.  The reduction in revenue was primarily attributable to four
items:  (1)  effective  August  1, 2003, the State of Texas instituted a new fee
schedule  for  reimbursement  of  workers'  compensation  claims  by  healthcare
providers,  which  fee  schedule reduced the maximum allowed to be billed by the
healthcare providers by 32%; (2) effective September 1, 2003, the State of Texas
implemented  the  Approved  Doctor's  List ("ADL") which requires any healthcare
provider  to  be  on  the  ADL or that healthcare provider would not be paid for
their  workers'  compensation  provider  services;  (3)  the  Company  lost four
clients;  two  clients  went out of business, one client terminated its contract
with  the  Company, and the Company terminated its contract with one client; and
(4) some of the Company's largest clients lost significant business from some of
their  largest  customers.

     Intracorp,  one  of  the  Company's  major  clients,  has  lost significant
business  from  its  customers  and represents 60% of the Company's reduction in
revenue for the 2004 period when compared to the 2003 period.  Fair Isaac, which
is  the  Company's  second largest provider of revenue, has also lost customers,
but  has  replaced  those  customers  and its revenue contribution over the 2003
period  is  up  a  modest  percent.

     The Company has added eleven new clients during the 2004 period, which were
not  included  in  the  2003  period.  Based  upon  these  additions, management
believes  that  a  large  portion of the reduction in revenue when comparing the
2004  period  to  that of 2003 has been, or will be, replaced by the addition of
these  new  clients.  In  addition,  healthcare  providers  within the Company's
network  who elect to join the ADL will contribute to replacing the revenue lost
when  the  ADL  list  was  made  effective.

     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 year
ended  March 31, 2004.  Those clients were, Intracorp which contributed 26.0% of
total  revenue  and  Fair  Isaac  (formerly HNC Insurance Solutions, Inc.) which
contributed  25.1%  of  total  revenue.

     The  agreements  with  Intracorp and Fair Isaac have terms of one year with
automatic  one-year  renewals  unless  terminated as set forth in the agreement.
Intracorp  or Fair Isaac may terminate their agreements for any reason by giving
the  Company  90  days prior written notice of their 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 a fee from Intracorp and Fair Isaac
which  is  a  negotiated  percentage  of  the  medical  cost savings realized by
Intracorp  or Fair Isaac, respectively, for accessing the Company's PPO network.


                                       14
<PAGE>
     The  agreements  the  Company  has  with its clients can be terminated with
short-term notice, which is normal within the industry the Company operates, and
there  can  be  no  assurance  that  a  current major client of the Company will
continue  to  be  a major client in the future. 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.

     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  decreased  by $114,215, or 11%, from $1,042,483 during the year
ended  March  31,  2003,  to  $928,268  during  the  year  ended March 31, 2004.
Substantially  all  of  this  decrease  was due to the decrease in the Company's
clients accessing its network and a reduction in commission overwrites resulting
from  the  decrease in revenue.  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.  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  year ended March 31, 2004, cost of sales were
comprised  of network access fees of $752,165, sales commissions of $115,110 and
commission  overwrites  of  $60,993.

     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 53,870 shares of its
restricted common stock to Johnny Fontenot during the year ended March 31, 2004,
which  was  valued at $15,361.  Additionally, for the year ended March 31, 2004,
Mr.  Fontenot  earned  sales  commissions of $16,789.  The Company issued 53,870
shares of its restricted common stock to Mike Catala during the year ended March
31,  2004,  for  this  bonus which was valued at $15,361.  Additionally, for the
year  ended  March  31,  2004,  Mr.  Catala earned sales commissions of $16,789.
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 year
ended  March  31,  2004,  Bannon  earned  $60,993.

     Gross  profit.  The  Company's  gross profit decreased by $542,126, or 20%,
from  $2,704,436  during the year ended March 31, 2003, to $2,162,310 during the
year ended March 31, 2004.  Gross profit as a percentage of sales decreased from
72% during the year ended March 31, 2003, to 70% during the year ended March 31,
2004.  The  decrease in gross profit was attributable to the decrease in revenue
and an increase in access fees paid to access third party networks.  The Company
expects  its  gross profit as a percentage of sales will continue to 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  increased  by $344,012, or 15%, from $2,332,660 during
the  year  ended  March  31, 2003, to $2,676,672 during the year ended March 31,
2004.

     -    Payroll and related expenses increased from $1,659,237 during the year
          ended  March  31,  2003,  to  $1,802,270, or 9%, during the year ended
          March  31,  2004. The primary cause of the increase was an increase in
          the  cost of medical insurance premiums for the Company's employees of
          $57,263,  the addition of two personnel in Florida for client services
          and  network  development  and  one  individual  in Houston for client
          services,  which increases were partially offset by the elimination of
          a  senior  management  position  in  sales  and  marketing.

     -    Professional  services,  which  are comprised of accounting and audit,
          legal,  investor  relations,  consulting  and other professional fees,
          increased  from  $280,057  during  the  year  ended March 31, 2003, to
          $372,561,  or  33%, during the year ended March 31, 2004. Beginning in
          April  2002,  the  Company's  SEC  filings  were being reviewed by the
          Securities  and  Exchange  Commission  in  a normal review process, to
          which  all  public  companies are subject. During the year ended March


                                       15
<PAGE>
          31,  2003,  the  Company  incurred  additional  legal  and  accounting
          expenses  associated  with  responding to the SEC. These expenses were
          minimal  during  the year ended March 31, 2004. The Company instituted
          an  investor  awareness  program during the year ended March 31, 2004,
          and  incurred  additional  fees  for  this  program  of  approximately
          $150,000.  The  Company intends to continue this program during fiscal
          year  2005.

     -    The  Company  reviews  for  the  impairment of long-lived assets on an
          annual  basis  or 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.

     -    Other  expenses  increased by $33,301, or 54%, from $62,151 during the
          year  ended  March 31, 2003 to $95,452 during the year ended March 31,
          2004.  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  collectability  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.  During  the year ended March 31, 2004, the Company
          increased  its  allowance  for doubtful accounts by $30,000 to $50,000
          representing  an  increase  in  the  Company's  accounts receivable it
          deemed  uncollectible.

     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.

     Depreciation and amortization. Depreciation and amortization increased from
$37,462  for  the year ended March 31, 2003, to $73,451 for the year ended March
31,  2004.  The increase was due to increased amortization costs associated with
the  acquisition of the healthcare provider contracts from Protegrity, which are
being  amortized  using the straight-line method over the estimated useful lives
of the agreements of ten years. However, the Protegrity assets are subject to an
impairment  assessment  at  least  annually.

     Net income (loss).  The Company had a net loss for the year ended March 31,
2004,  of  $710,250,  or  $0.05 per share (basic and diluted), compared with net
income  of  $218,381, or $0.02 per share (basic and diluted), for the year ended
March 31, 2003.  As discussed above, the primary component which resulted in the
loss  for  the  year  ended March 31, 2004, 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  two  year  periods  ended  March  31,  2004  and  2003:

<TABLE>
<CAPTION>
                                                            2004       2003
                                                          --------------------
<S>                                                       <C>        <C>
     Net cash provided by (used in) operating activities  $(65,134)  $ 10,067
     Net cash used in investing activities                $ (3,951)  $(19,362)
     Net cash provided by financing activities            $ 76,000   $ 32,151
</TABLE>


                                       16
<PAGE>
     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 year ended March 31,
2004,  was  $65,134  compared  with net cash provided by operating activities of
$10,067  for the year ended March 31, 2003.  This was a decrease of $75,201 when
compared  to  the  prior  year.  The  components  of  net cash used in operating
activities  for  the 2004 period were a net loss of $710,250 which was partially
offset by non-cash charges of $311,371, decreases in current assets  of $179,174
and  increases  in  current  liabilities  of  $154,571.

     Liquidity  and  Capital  resources.  The  Company has funded its operations
through  the sale of Company common stock, borrowing funds from outside sources,
conversion  of  employee,  director  and shareholder debt into restricted common
stock  and payment for services through the issuance of restricted common stock.
At March 31, 2004, the Company had available cash in non-restrictive accounts of
$72,408  and negative working capital of $37,891.  The Company has experienced a
reduction in revenue from the utilization of its provider network by its clients
and  their customers when compared to the previous year period.  The Company has
added  new  clients  and  believes  the  business  from  its existing clients is
beginning to improve.  Management believes its revenues for its 2005 fiscal year
will  improve  from  its  2004  fiscal  year.

     As  of March 31, 2004, the Company had outstanding debt of: (a) $660,000 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, 2004, of the $660,000 in principal
amount  in  the  form of 10% convertible notes, $360,000 in principal amount was
held  by Mr. Baldwin, a director of the Company and $300,000 in principal amount
was  held by two individuals, including a former director of the Company. Of the
$300,000  in principal amount held by the two individuals, $200,000 in principal
and  $69,219  in  interest was due in June 2004 (the "maturing notes"). Prior to
the  June  2004  due  date,  the  Company sold a new 10% convertible note to Mr.
Baldwin  in the amount of $270,000 due June 2006 convertible at the rate of $.20
per  share.  The  Company  used  the proceeds of the new 10% convertible note to
retire  the  maturing  notes held by the two individuals. As of the date of this
report,  the  Company  has  the following 10% convertible notes outstanding: (a)
$100,000  in  principal amount due November 2004 convertible at a price of $.325
per  share;  (b)  $300,000  in  principal amount due April 2006 convertible at a
price  of  $.36  per  share;  (c)  $60,000  in  principal  amount due April 2006
convertible  at  a price of $.17 per share; and (d) $270,000 in principal amount
due  June  2006  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.  The  prior  year balance sheet has been
reclassified  to  conform  to  the  current  year  presentation.

     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.  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


                                       17
<PAGE>
due  April  1,  2003.  The notes have been modified on two 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, 2006.

     For  fiscal  2005,  the  Company  is  projecting its monthly cash operating
expenses,  excluding network access fees, commissions and commission overwrites,
to  be  approximately  $200,000.  The  Company  does not require any funding for
capital  expenditures  during  the current fiscal year.  As discussed above, the
Company  does  have  $100,000 principal amount and accrued interest due November
2004,  and  $1,147,493  and accrued interest  due in April 2006.  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'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  June  2008.

NEW ACCOUNTING PRONOUNCEMENTS

     During  December  2002,  the  FASB  issued  SFAS  No.  148.  Statement  148
establishes  standards  for  two  alternative  methods of transition to the fair
value  method  of  accounting for stock-based employee compensation of FASB SFAS
No.  123  "Accounting for Stock-Based Compensation" ("SFAS 123").  SFAS 148 also
amends  and  augments  the  disclosure  provisions  of  SFAS  123 and Accounting
Principles  Board Opinion 28 "Interim Financial Reporting" to require disclosure
in  the  summary  of  significant  accounting  policies for all companies of the
effects  of  an  entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial  statements.  The  transition standards and disclosure requirements of
SFAS  148  are  effective  for  fiscal  years  and  interim periods ending after
December  15,  2002.  The  Company has adopted only the disclosure provisions of
this  statement.

     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.


                                       18
<PAGE>
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, 2004 and 2003, 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.  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 financial position of Rockport
Healthcare  Group,  Inc.  and Subsidiaries as of March 31, 2004 and 2003 and the
results  of  their  operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.



Hein & Associates LLP



Houston,  Texas
June  11,  2004


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS

                                                                                 March 31,
                                                                         --------------------------
                                                                             2004          2003
                                                                         --------------------------
<S>                                                                      <C>           <C>
ASSETS
Current assets:
    Cash                                                                 $    72,408   $    65,493
    Accounts receivable, net of allowance of $50,000 at March 31, 2004
       and $20,000 at March 31, 2003                                         703,369       893,860
    Prepaid expenses                                                           1,494        20,177
                                                                         --------------------------
        Total current assets                                                 777,271       979,530
                                                                         --------------------------
Property and equipment:
    Office furniture and equipment                                            43,268        41,812
    Computer equipment and software                                          116,953       114,568
    Telephone equipment                                                       15,844        15,734
                                                                         --------------------------
                                                                             176,065       172,114
    Less accumulated depreciation                                           (135,976)     (113,759)
                                                                         --------------------------
        Net property and equipment                                            40,089        58,355
                                                                         --------------------------
Other assets:
    Deposits                                                                   9,038         9,038
    Intangible assets, net                                                   462,500        85,534
                                                                         --------------------------
                                                                             471,538        94,572
                                                                         --------------------------
        Total assets                                                     $ 1,288,898   $ 1,132,457
                                                                         ==========================

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Current portion of long-term debt                                    $   100,000   $        --
    Accounts payable, trade                                                  311,265       271,185
    Due to directors, officers and employees                                  65,022        26,994
    Other current liabilities                                                338,875       309,892
                                                                         --------------------------
        Total current liabilities                                            815,162       608,071
                                                                         --------------------------
Long-term debt                                                             1,147,762     1,140,282
                                                                         --------------------------
Commitments and contingencies (Note 4)
Shareholders' deficit:
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                                 --            --
    Common stock, $.001 par value, 50,000,000 shares authorized,
      14,954,042 and 13,626,302 shares issued and outstanding at
      March 31, 2004 and 2003, respectively                                   14,954        13,626
    Additional paid-in capital                                             6,960,708     6,300,916
    Stock subscription receivable                                             (9,000)           --
    Accumulated deficit                                                   (7,640,688)   (6,930,438)
                                                                         --------------------------
       Total shareholders' deficit                                          (674,026)     (615,896)
                                                                         --------------------------
        Total liabilities and shareholders' deficit                      $ 1,288,898   $ 1,132,457
                                                                         ==========================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       20
<PAGE>
<TABLE>
<CAPTION>
                        ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


                                                            2004         2003
                                                        -------------------------
<S>                                                     <C>           <C>

Revenue                                                 $ 3,090,578   $ 3,746,919
Cost of sales                                               928,268     1,042,483
                                                        -------------------------
        Gross profit                                      2,162,310     2,704,436
                                                        -------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                          1,802,270     1,659,237
    Office administration                                   334,589       331,215
    Professional services                                   372,561       280,057
    Impairment of intangible assets                          71,800            --
    Other                                                    95,452        62,151
                                                        -------------------------
  Total selling, general and administrative expenses      2,676,672     2,332,660
  Depreciation and amortization                              73,451        37,462
                                                        -------------------------
        Total operating expenses                          2,750,123     2,370,122
                                                        -------------------------

Income (loss) from operations                              (587,813)      334,314
Interest, net                                               122,437       115,933
                                                        -------------------------
Net income (loss)                                       $  (710,250)  $   218,381
                                                        =========================

Net income (loss) per share:
    Basic                                                    ($0.05)  $      0.02
                                                        =========================
    Diluted                                                  ($0.05)  $      0.01
                                                        =========================

Weighted average number of common shares outstanding:
    Basic                                                14,140,197    13,416,058
                                                        =========================
    Diluted                                              14,140,197    16,016,726
                                                        =========================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                       ROCKPORT HEALTHCARE GROUP, INC.
                                             AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                                 FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


                                  Common Stock     Additional      Stock                           Total
                              -------------------   Paid-in     Subscription    Accumulated    Shareholders'
                                Shares    Amount    Capital      Receivable       Deficit         Deficit
                              -------------------------------------------------------------------------------
<S>                           <C>         <C>      <C>         <C>             <C>            <C>

Balances April 1, 2002        13,387,870  $13,387  $6,243,613  $          --   $ (7,148,819)  $     (891,819)
Stock issued for services        238,432      239      57,303             --             --           57,542
Net income                            --       --          --             --        218,381          218,381
                              -------------------------------------------------------------------------------
Balances 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             --             --          136,120
Exercise of stock options        100,000      100      24,900         (9,000)            --           16,000
Stock issued for acquisition     500,000      500     499,500             --             --          500,000
Net loss                              --       --          --             --       (710,250)        (710,250)
                              -------------------------------------------------------------------------------
Balances March 31, 2004       14,954,042  $14,954  $6,960,708  $      (9,000)  $ (7,640,688)  $     (674,026)
                              ===============================================================================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       22
<PAGE>
<TABLE>
<CAPTION>
                             ROCKPORT HEALTHCARE GROUP, INC.
                                    AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED MARCH 31, 2004 AND 2003


                                                                     2004        2003
                                                                  ----------------------
<S>                                                               <C>         <C>

Cash flows from operating activities:
    Net income (loss)                                             $(710,250)  $ 218,381
    Adjustments to reconcile net income (loss) to cash provided
     by (used in) operating activities:
        Depreciation                                                 22,217      23,727
        Amortization                                                 51,234      13,735
        Impairment of intangible assets                              71,800          --
        Issuance of stock for services                              136,120      57,542
        Bad debt expense                                             30,000          --
        Changes in assets and liabilities:
            Accounts receivable - trade and other                   160,491    (381,472)
            Prepaid expenses                                         18,683     (19,532)
            Accounts payable                                         40,080     (36,093)
            Due to directors, officers and employees                 38,028       2,823
            Other current liabilities                                76,463     130,956
                                                                  ----------------------
Cash provided by (used in) operating activities                     (65,134)     10,067
                                                                  ----------------------

Cash flows from investing activities:
    Purchase of fixed assets                                         (3,951)    (19,362)
                                                                  ----------------------

Cash flows from financing activities:
    Exercise of stock options                                        16,000          --
    Proceeds from notes payable                                      60,000      32,151
                                                                  ----------------------
Cash provided by financing activities                                76,000      32,151
                                                                  ----------------------
Net increase in cash                                                  6,915      22,856
Cash and cash equivalents, beginning of year                         65,493      42,637
                                                                  ----------------------
Cash and cash equivalents, end of year                            $  72,408   $  65,493
                                                                  ======================

Supplemental cash flow information:
    Interest paid                                                 $  39,100   $  30,000
                                                                  ======================

Non-cash transactions:
    Acquisition of Protegrity provider agreements                 $ 500,000   $      --
                                                                  ======================
    Transfer of amounts due to a director to notes payable        $  47,480   $ 127,493
                                                                  ======================
    Stock subscription receivable                                 $   9,000   $      --
                                                                  ======================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       23
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

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,  2004,  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.


                                       24
<PAGE>
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.

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  $37,500  at  March  31,  2004  pursuant  to  this  acquisition.


                                       25
<PAGE>
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  year  ended  March 31, 2004 and the Company's comprehensive income was
     equal  to  its  net  income  for  the  year  ended  March  31,  2003.

i)   Revenue Recognition

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

j)   Earnings  (Loss)  Per  Share

     The  Company  computes  net  income  per  share  by dividing income or loss
     applicable  to common shareholders by the weighted average number of shares
     of  the  Company's  common stock outstanding during the period. Diluted net
     income  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,  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.

     At  March  31,  2003,  the  closing  bid and asked prices for the Company's
     common  stock were $0.13 and $0.25, respectively, and the fair market value
     of  the Company's common stock was deemed to be $0.19 per share. During the
     year  ended  March  31, 2003, 1,541,300 stock options exercisable at prices
     ranging from $0.20 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,  2003,  the Company had $800,000 principal amount of convertible
     debt  and  $112,789 of accrued interest on the convertible debt, which debt
     and  interest  is  convertible  into  the  Company's common stock at prices
     ranging  from  $0.325 to $0.36 per share. 2,569,869 shares were included in
     the  diluted  earnings  per  share  calculation.


                                       26
<PAGE>
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, 2004, net loss and March 31, 2003 net
     income  would  have  been changed to the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                                          March 31,    March 31,
                                                            2004         2003
                                                         ------------------------
<S>                                                      <C>          <C>
     Net income (loss):
       As reported                                       $ (710,250)  $  218,381
       Stock based compensation under fair value method     (96,059)    (132,585)
                                                         ------------------------
       Pro forma                                         $ (806,309)  $   85,796
                                                         ========================

     Net income (loss) per share - basic and diluted:
       As reported                                           ($0.05)  $     0.02
       Stock based compensation under fair value method          --        (0.01)
                                                         ------------------------
       Pro forma                                             ($0.05)  $     0.01
                                                         ========================
</TABLE>

     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 200% and 193%, 2004 and
     2003,  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

     During  December  2002,  the  FASB  issued  SFAS  No.  148.  Statement  148
     establishes standards for two alternative methods of transition to the fair
     value  method  of  accounting for stock-based employee compensation of FASB
     SFAS  No.  123 "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS
     148  also  amends  and  augments  the disclosure provisions of SFAS 123 and
     Accounting  Principles  Board  Opinion  28 "Interim Financial Reporting" to
     require  disclosure  in  the summary of significant accounting policies for
     all  companies of the effects of an entity's accounting policy with respect
     to  stock-based  employee  compensation on reported net income and earnings
     per  share  in  annual  and  interim  financial  statements. The transition
     standards  and disclosure requirements of SFAS 148 are effective for fiscal
     years  and  interim periods ending after December 15, 2002. The Company has
     adopted  only  the  disclosure  provisions  of  this  statement.


                                       27
<PAGE>
     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.


                                       28
<PAGE>
Note 3.  Notes  Payable

     Notes  payable  consisted  of  the  following  at:

<TABLE>
<CAPTION>
                                                            March 31,   March 31,
                                                              2004         2003
                                                           -----------------------
<S>                                                        <C>          <C>
  Convertible 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. 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   $  200,000

  Unsecured note payable due to a director with interest
     at 8% per annum and principal and interest due
     April 1, 2004. The Company has renegotiated the
     due date of the note which is now due April 1,
     2006.                                                    227,493      227,493

  Three-year 10% convertible subordinated unsecured notes
     to shareholders due June and October 2004 and
     April 2005. 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 June and October 2004 and April 2005.
     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
     2006. On March 31, 2004, the Company issued
     $60,000 principal amount to a director of the
     Company which is due April 1, 2006 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 due June 2004 which is now due
     April 2006. 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 2006 and which
     have a conversion price of $.20 per share.               660,000      600,000

  Accrued interest due on long-term portion of three-year
     10% convertible unsecured notes                          160,269      112,789
                                                           -----------------------

  Total notes payable                                       1,247,762    1,140,282

  Less current maturities of long-term debt                  (100,000)          --
                                                           -----------------------

  Long-term debt                                           $1,147,762   $1,140,282
                                                           =======================
</TABLE>

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

     With  the  exception  of  $100,000  principal amount due November 2004, all
remaining  debt  is  due  April  2006.


                                       29
<PAGE>
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 2005.
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,
     ----------------------

             2005                           $224,912
             2006                             52,023
                                            --------
                 Total                      $276,935
                                            ========

     One  of  the  Company's  subsidiaries,  Rockport  Group of Texas, Inc., 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.

     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, 2004.
During  the  years ended March 31, 2004 and 2003, 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,  2004,  incentive stock options to purchase 608,400
shares  exercisable at prices ranging from $.19 to $.23 per share that vest over
a  three-year  period  had  been  granted.  297,800  of these stock options were
exercisable  as  of  March  31, 2004.  During fiscal 2004, 100,000 non-qualified
stock  options  were  issued  to  a  consultant at an exercise price of $.25 per
share,  all  of  which  were  exercised  during  fiscal  2004.

     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, 2004, incentive stock
options  to  purchase  952,300 shares exercisable at prices ranging from $.19 to
$.50  per  share  that  vest over a three-year period were outstanding.  Of this
amount,  684,565  stock  options  were  exercisable as of March 31, 2004.  As of
March  31,  2004,  non-qualified  stock  options  to  purchase  50,000  shares
exercisable  at  $.25  per  share  and immediately exercisable were outstanding.

     Stock  option  activity  during  the  periods  indicated  was  as  follows:


                                       30
<PAGE>
<TABLE>
<CAPTION>
                                                 Weighted
                                  Number of       Average
                                    Shares    Exercise Price
                                  ---------------------------
<S>                               <C>         <C>
     Outstanding, April 1, 2002     848,400   $          0.34
         Granted                    770,000              0.23
         Exercised                       --                --
         Forfeited                  (67,100)             0.25
         Expired                         --                --
                                  ---------------------------
     Outstanding, March 31, 2003  1,551,300              0.34
         Granted                    165,000              0.25
         Exercised                 (100,000)             0.25
         Forfeited                   (5,600)             0.25
         Expired                         --                --
                                  ---------------------------
     Outstanding, March 31, 2004  1,610,700   $          0.29
                                  ===========================
     Exercisable, March 31, 2004    932,365   $          0.30
                                  ===========================
</TABLE>

     As  of March 31, 2004, 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 2004 and 2003 amounted to $0.2223 and $0.2285, respectively.

     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, 2003.  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.


                                       31
<PAGE>
Note 7. Income Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2004  and  2003,  are as follows:

<TABLE>
<CAPTION>
                                          2004               2003
                                       -----------       ------------
<S>                                    <C>               <C>
     Accrual to cash conversion        $    79,300       $    60,200
     Net operating loss carryforwards    1,972,180         1,966,000
     Valuation allowance                (2,051,480        (2,026,200)
                                       -----------       ------------
          Net deferred tax asset       $        --       $        --
                                       ===========       ============
</TABLE>

     The  increase  in  the valuation allowance during fiscal 2004 of $25,280 is
the  result  of  additional  net  tax  losses  incurred  during  the  year.

     As  of  March 31, 2004, the Company has net operating loss carryforwards of
approximately  $5,800,528  which  begin  to  expire in 2014 through 2024. 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 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 $674,026 as of March 31,
2004.

     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, 2004, the
Company  had  available cash in non-restrictive accounts of $72,408 and negative
working  capital  of $37,891.  As of March 31, 2004, the Company had outstanding
debt  of: (a) $660,000 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, 2004, of the $660,000 in principal
amount  in  the  form of 10% convertible notes, $360,000 in principal amount was
held  by Mr. Baldwin, a director of the Company and $300,000 in principal amount
was  held by two individuals, including a former director of the Company. Of the
$300,000  in principal amount held by the two individuals, $200,000 in principal
and  $69,219  in  interest was due in June 2004 (the "maturing notes"). Prior to
the  June  2004  due  date,  the  Company sold a new 10% convertible note to Mr.


                                       32
<PAGE>
Baldwin  in the amount of $270,000 due June 2006 convertible at the rate of $.20
per  share.  The  Company  used  the proceeds of the new 10% convertible note to
retire  the  maturing  notes held by the two individuals. As of the date of this
report,  the  Company  has  the following 10% convertible notes outstanding: (a)
$100,000  in  principal amount due November 2004 convertible at a price of $.325
per  share;  (b)  $300,000  in  principal amount due April 2006 convertible at a
price  of  $.36  per  share;  (c)  $60,000  in  principal  amount due April 2006
convertible  at  a price of $.17 per share; and (d) $270,000 in principal amount
due  June  2006  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.  The  prior  year balance sheet has been
reclassified  to  conform  to  the  current  year  presentation.

     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.  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 two 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, 2006.

     As  discussed  above,  the  Company does have $100,000 principal amount and
accrued  interest  due November 2004, and $1,147,493 and accrued interest due in
April  2006.  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 2005. 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.

Note 11. Subsequent Events

     On  June  10,  2004,  the  Company  issued  a  two-year  10%  convertible
subordinated  note  to  a  director  of  the  Company in the principal amount of
$270,000 and with the proceeds of the note retired $200,000 principal amount and
$69,219  of  accrued  interest on two three-year 10% convertible unsecured notes
which  were due on June 10 and 17, 2004, respectively.  This note is convertible
into Company common stock anytime prior to June 9, 2006 at a conversion price of
$0.20  per  share.  Also  in  June  2004, the director extended the due dates of
$300,000  principal  amount  of three-year 10% convertible subordinated notes, a
$60,000  one-year convertible unsecured note and $227,493 principal amount of 8%
notes  to  April  1,  2006.


                                       33
<PAGE>
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, 2004, 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.

                                    PART III

ITEMS 9, 10, 11, AND 12

     These  items  have been omitted in accordance with the general instructions
to Form 10-KSB.  The information required by these items will be included in the
Company's  definitive  proxy  or information statement to be filed no later than
July  29,  2004,  and  are  incorporated  by  reference  in  this annual report.

     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.

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. The following exhibits of the Company are included herein.

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)


                                       34
<PAGE>
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  Carl  A. Chase (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  2001)  *
10.2                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)  *
10.3                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)  *
10.4                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)
10.5                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)  *
10.6                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) *
10.7                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) *
10.8                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)  *
10.9                Network  Access Agreement with Health Net Plus (formerly EOS
                    Group,  Inc., Foundation Health Medical Resource Management,
                    Inc. aka Reviewco) dated September 1, 1999, (incorporated by
                    reference  to Exhibit 10.12 to Registrant's Quarterly Report
                    on  Form  10-QSB,  dated  August  14,  2002)  (1)
10.10               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)
10.11               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) *
10.12               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
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  &  Associates,  LLP
31.1                Certification  of  Harry  M.  Neer,  Chief Executive Officer
31.2                Certification  of  Larry  K. Hinson, Chief Financial Officer
32.1                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.

     (b)  Reports on Form 8-K:

               i)   Registrant  filed a report on Form 8-K on February 24, 2004,
                    disclosing  events  pursuant  to  Item  9  (Regulation  FD
                    Disclosure) and Item 12 (Results of Operations and Financial
                    Condition)  of  Form  8-K.  As  part of Exhibit 99.1 to such
                    report,  the Company released condensed financial statements
                    for the three and nine-month periods ended December 31, 2003
                    and  2002.


                                       35
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     This  item  has been omitted in accordance with the general instructions to
Form  10-KSB.  The  information  required  will  be  included  in  the Company's
definitive  proxy  or  information  statement to be filed no later than July 29,
2004,  and  is  incorporated  by  reference  in  this  annual  report.


                                       36
<PAGE>
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, 2004

     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, 2004
-------------------------------
John  K.  Baldwin

/s/  Harry  M.  Neer             President,  Chief Executive       June 29, 2004
-------------------------------  Officer  and  Director
Harry  M.  Neer

/s/  Larry  K. Hinson            Secretary, Chief Financial        June 29, 2004
-------------------------------  Officer, Treasurer and Director
Larry  K.  Hinson

/s/  Eric  H.  Kolstad           Director                          June 29, 2004
-------------------------------
Eric  H.  Kolstad


                                       37
<PAGE>
                                  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  Carl  A. Chase (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  2001)  *
10.2                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)  *
10.3                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)  *
10.4                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)
10.5                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)  *
10.6                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) *
10.7                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) *
10.8                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)  *
10.9                Network  Access Agreement with Health Net Plus (formerly EOS
                    Group,  Inc., Foundation Health Medical Resource Management,
                    Inc. aka Reviewco) dated September 1, 1999, (incorporated by
                    reference  to Exhibit 10.12 to Registrant's Quarterly Report
                    on  Form  10-QSB,  dated  August  14,  2002)  (1)
10.10               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)
10.11               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) *
10.12               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
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)


                                       38
<PAGE>
23.1                Consent  of  Hein  &  Associates,  LLP
31.1                Certification  of  Harry  M.  Neer,  Chief Executive Officer
31.2                Certification  of  Larry  K. Hinson, Chief Financial Officer
32.1                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.


                                       39
<PAGE>