**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**WASHINGTON,
      D.C. 20549**





FORM
      10-QSB





[X]  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      quarterly period ended June 30, 2005





[
      ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934 for the transition period from


_________________
      to _______________





Commission
      File Number 0-23514





ROCKPORT
      HEALTHCARE GROUP, INC.


(Exact
      name of small business issuer as specified in its charter)








Delaware
            
            33-0611497(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)





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


(Address
      of principal executive offices)





(713)
      621-9424


(Issuer’s
      telephone number)











Check
      whether the issuer has (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 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
      [_]





As
      of
      August 9, 2005, there were outstanding 15,236,262 shares of common stock, $.001
      par value per share.





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








**ROCKPORT
      HEALTHCARE GROUP, INC.**


**INDEX
      TO FORM 10-QSB**


**June
      30, 2005**







**Part
                I**
            **Financial
                Information**Item
                1.
            Financial
                StatementsCondensed
                Consolidated Balance Sheets June 30, 2005 (unaudited)
                and March 31, 2005Condensed
                Consolidated Statements of Operations
                (unaudited) Three Months Ended June 30, 2005 and 2004Condensed
                Consolidated Statement of Changes in Shareholders’
                Deficit THree Months Ended June 30, 2005 (unaudited) and
              Year EndedMarch 31, 2005Condensed
                Consolidated Statements of Cash Flows (unaudited)
                Three Months Ended June 30, 2005 and 2004Notes
                to Condensed Consolidated Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Results of
                Operations and Financial ConditionItem
                3.
            Controls
                and Procedures**Part
                II**
            **Other
                Information**Item
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in Securities and Use of
                ProceedsItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security
                HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits








**PART
      I. FINANCIAL INFORMATION**





Item
      1. FINANCIAL
      STATEMENTS





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


June
                30,
            
            March
                31,2005
            
            2005**ASSETS**
            
            (Unaudited)Current
                assets:Cash
            
            $
            60,731
            
            $
            66,824Accounts receivable, net of allowance of $25,000 and $22,000 at June
                30
                and March 31, 2005, respectively
            
            
            759,332
            
            
            727,743Prepaid expenses
            
            
            370
            
            
            1,239Total current assets
            
            
            820,433
            
            
            795,806Property
                and equipment:Office furniture and equipment
            
            
            43,644
            
            
            43,644Computer equipment and software
            
            
            120,698
            
            
            118,987Telephone equipment
            
            
            15,844
            
            
            15,844180,186
            
            
            178,475Less accumulated depreciation
            
            
            (158,871
            )
            
            (156,049
            )Net property and equipment
            
            
            21,315
            
            
            22,426Other
                assets:Deposits
            
            
            8,915
            
            
            8,915Intangible assets, net
            
            
            400,000
            
            
            412,500408,915
            
            
            421,415Total
                assets
            
            $
            1,250,663
            
            $
            1,239,647**LIABILITIES
                AND SHAREHOLDERS' DEFICIT**Current
                liabilities:Accounts payable, trade
            
            $
            453,251
            
            $
            377,994Due to directors, officers and employees
            
            
            164,969
            
            
            139,420Other current liabilities
            
            
            334,050
            
            
            314,175Total current liabilities
            
            
            952,270
            
            
            831,589Long-term
                debt
            
            
            1,388,270
            
            
            1,364,900Total
              liabilities
            
            
            2,340,540
            
            
            2,196,489Commitments
                and contingencies (Note 3)Shareholders'
                deficit:Preferred stock, $.001 par value, 1,000,000 shares authorized, none
                issued
            
            
            --
            
            
            --Common stock, $.001 par value, 50,000,000 shares
                authorized,   15,236,262 and 15,025,982 shares issued and
                outstanding atJune 30 and March 31, 2005, respectively
            
            
            15,235
            
            
            15,025Additional paid-in capital
            
            
            6,975,437
            
            
            6,965,554Accumulated deficit
            
            
            (8,080,549
            )
            
            (7,937,421
            )Total shareholders’ deficit
            
            
            (1,089,877
            )
            
            (956,842
            )Total
                liabilities and shareholders' deficit
            
            $
            1,250,663
            
            $
            1,239,647




See
      accompanying notes to condensed consolidated financial
      statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**





For
                the Three Months EndedJune
                30,2005
            
            2004Revenue
            
            $
            848,584
            
            $
            807,505Cost
                of sales
            
            
            253,854
            
            
            255,663Gross profit
            
            
            594,730
            
            
            551,842Operating
                expenses:Selling, general and administrative expenses:Payroll and related expenses
            
            
            455,154
            
            
            438,055Office administration
            
            
            78,907
            
            
            81,394Professional services
            
            
            81,049
            
            
            69,320Other
            
            
            72,005
            
            
            11,570Total selling, general and administrative
            
            
            687,115
            
            
            600,339Depreciation and amortization
            
            
            15,322
            
            
            17,492Total operating expenses
            
            
            702,437
            
            
            617,831Loss
                from operations
            
            
            (107,707
            )
            
            (65,989
            )Interest,
                net
            
            
            35,421
            
            
            33,984Net
                loss
            
            $
            (143,128
            )
            $
            (99,973
            )Net
                loss per share:Basic and diluted
            
            $
            (0.01
            )
            $
            (0.01
            )Weighted
                average number of common shares outstanding:Basic and diluted
            
            
            15,028,294
            
            
            14,954,147








See
      accompanying notes to condensed consolidated financial
      statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
      (DEFICIT)**


**FOR
      THE YEAR ENDED MARCH 31, 2005 AND THREE MONTHS ENDED JUNE 30,
      2005**











Additional
            
            Stock
            
            
            
            TotalCommon
                Stock
            
            Paid-in
            
            Subscription
            
            Accumulated
            
            Shareholders'Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Deficit
            
            DeficitBalances,
                March 31, 2004
            
            
            14,954,042
            
            $
            14,954
            
            $
            6,960,708
            
            $
            (9,000
            )
            $
            (7,640,688
            )
            $
            (674,026
            )Stock
                issued for services
            
            
            71,940
            
            
            71
            
            
            4,846
            
            
            --
            
            
            --
            
            
            4,917Collection
                of stock subscriptionreceivable
            
            
            --
            
            
            --
            
            
            --
            
            
            9,000
            
            
            --
            
            
            9,000Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (296,733
            )
            
            (296,733
            )Balances,
                March 31, 2005
            
            
            15,025,982
            
            
            15,025
            
            
            6,965,554
            
            
            --
            
            
            (7,937,421
            )
            
            (956,842
            )Stock
                issued for services
            
            
            10,280
            
            
            10
            
            
            483
            
            
            --
            
            
            --
            
            
            493Stock
                issued for settlement
            
            
            200,000
            
            
            200
            
            
            9,400
            
            
            --
            
            
            --
            
            
            9,600Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            (143,128
            )
            
            (143,128
            )Balances,
                June 30, 2005
            
            
            15,236,262
            
            $
            15,235
            
            $
            6,975,437
            
            $
            --
            
            $
            (8,080,549
            )
            $
            (1,089,877
            )











See
      accompanying notes to condensed consolidated financial
      statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004**


**(Unaudited)**





2005
            
            2004Cash
                flows from operating activities:Net loss
            
            $
            (143,128
            )
            $
            (99,973
            )Adjustments to reconcile net loss to cash used in operating
                activities:Depreciation
            
            
            2,822
            
            
            4,991Amortization
            
            
            12,500
            
            
            12,500Bad debt expense
            
            
            3,000
            
            
            --Issuance of stock for services
            
            
            493
            
            
            1,325Stock issued for settlement
            
            
            9,600
            
            
            --Changes in assets and liabilities:Accounts receivable - trade
            
            
            (34,589
            )
            
            (28,656
            )Prepaid expenses
            
            
            869
            
            
            (842
            )Accounts payable
            
            
            75,257
            
            
            32,004Due to directors, officers and employees
            
            
            25,549
            
            
            21,490Other current liabilities
            
            
            43,245
            
            
            51,064Cash
                used in operating activities
            
            
            (4,382
            )
            
            (6,097
            )Cash
                flows from investing activities:Purchase of fixed assets
            
            
            (1,711
            )
            
            (702
            )Cash
                flows from financing activities:Collection of stock subscription receivable
            
            
            --
            
            
            9,000Net
                increase (decrease) in cash
            
            
            (6,093
            )
            
            2,201Cash
                and cash equivalents, beginning of period
            
            
            66,824
            
            
            72,408Cash
                and cash equivalents, end of period
            
            $
            60,731
            
            $
            74,609Supplemental
                cash flow information:Interest paid
            
            $
            7,500
            
            $
            7,500Non-cash
                transactions:Accrued interest on long-term debt
            
            $
            23,370
            
            $
            19,558








See
      accompanying notes to condensed consolidated financial
      statements.





**ROCKPORT
      HEALTHCARE GROUP, INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**June
      30, 2005**





Note
      1.  Organization
      and Nature of Business





**Statement
      of Information Furnished**





The
      accompanying condensed consolidated financial statements of Rockport Healthcare
      Group, Inc. and Subsidiaries (the “Company” or “Rockport”) have been prepared
      pursuant to the rules and regulations for interim financial information and
      the
      instructions to Form 10-QSB and Regulation S-B. Accordingly, certain information
      and footnote disclosures normally included in financial statements prepared
      in
      accordance with generally accepted accounting principles in the United States
      have been omitted. In the opinion of management, the consolidated financial
      statements contain all adjustments (consisting of only normal recurring
      accruals) necessary to present fairly the financial position as of June 30,
      2005, the results of operations for the three-month periods ended June 30,
      2005
      and 2004, and the cash flows for the three-month periods ended June 30, 2005
      and
      2004.





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and reported amounts of revenues and expenses during the reporting
      period. Operating results for interim periods are not necessarily indicative
      of
      the results that may be expected for the complete fiscal year. The accompanying
      condensed consolidated financial statements should be read in conjunction with
      the audited consolidated financial statements and notes thereto included in
      the
      Company’s Annual Report on Form 10-KSB for the year ended March 31, 2005,
      previously filed with the Securities and Exchange Commission.





**Business**





Rockport
      Healthcare Group, Inc. 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.





As
      of
      June 30, 2005, the Company has three wholly owned subsidiaries: Rockport
      Community Network, Inc., Rockport Group of Texas, Inc. and Rockport Preferred,
      Inc. Rockport Community Network, Inc. (“RCN”) was incorporated in the State of
      Nevada on November 14, 1997. Rockport Group of Texas, Inc. (“RGT”) was
      incorporated in the State of Nevada on July 23, 1997. RCN and RGT, for
      accounting purposes, are solely disbursing entities for the Company and have
      no
      business operations. RCN prepares and issues invoices to the Company’s clients,
      collects accounts receivable and issues checks to the Company’s network partners
      for network access fees, to outside sales personnel for sales commissions and
      for commission overwrites. RGT processes payroll and pays payroll costs and
      other selling, general and administrative expenses on behalf of the Company.
      Rockport Preferred, Inc. is a dormant subsidiary, which has no ongoing
      operations. All material inter-company balances and inter-company transactions
      have been eliminated for the purpose of presenting the accompanying unaudited
      consolidated financial statements.








**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 4, “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 June 30, 2005 and
      2004, net loss would have been changed to the pro forma amounts indicated
      below.





For
                the Three Months EndedJune
                30,2005
            
            2004Net
                loss:As reported
            
            $
            (143,128
            )
            $
            (99,973
            )Stock based compensation under fair value method
            
            
            --
            
            
            (7,424
            )Pro forma
            
            $
            (143,128
            )
            $
            (107,397
            )Net
                loss per share - basic and diluted:As reported
            
            $
            (0.01
            )
            $
            (0.01
            )Stock based compensation under fair value method
            
            
            --
            
            
            (0.00
            )Pro forma
            
            $
            (0.01
            )
            $
            (0.01
            )





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 199%, 2005 and 2004, respectively; no assumed
      dividend yield; and expected lives of four years.







Note
      2.  Notes
      Payable





Notes
      payable consisted of the following at:





June
                30,
              2005
            
            March
                31,
              2005Convertible
                unsecured notes payable to a shareholder, with interest payable monthly
                at
                15% per annum. The notes are personally guaranteed by two officers
                of the
                Company. On March 31, 2002, the Company renegotiated the terms of
                the
                notes which were originally convertible into Company common stock
                at an
                average conversion price of $1.50 per share and due April 1, 2003.
                The
                notes are now convertible into Company common stock at any time prior
                to
                April 1, 2005 at a conversion price of $.36 per share and were due
                April
                1, 2004. On December 31, 2002, the due date of the notes was extended
                to
                April 1, 2006. During June 2005 the Company obtained an extension
                on the
                due date of these notes to April 2007. The Company issued 150,000
                shares
                of its common stock in connection with these notes, the cost of which
                was
                recorded as loan fees and amortized using the interest yield method
                over
                the original term of the notes.
            
            $
            200,000
            
            $
            200,000Unsecured
                note payable due to a director with interest at 8% per annum and
                principal
                and interest due April 1, 2004. During June 2005 the Company renegotiated
                the due date of the note which is now due April 1, 2007.
            
            
            227,493
            
            
            227,493Three-year
                10% convertible subordinated unsecured notes to a director due April
                2007.
                Interest is either accrued or paid quarterly, as determined by the
                Board
                of Directors. The notes are convertible into Company common stock
                at
                conversion prices ranging from $.18 to $.36 per share anytime prior
                to
                their maturity in April 2007. On December 31, 2002, the Company
                renegotiated the terms of $300,000 principal amount of these notes
                with
                Mr. Baldwin, a director of the Company, and extended the due date
                and
                conversion date to April 1, 2005, which has now been extended to
                April
                2007. On March 31, 2004, the Company issued $60,000 principal amount
                to
                Mr. Baldwin which is due now April 1, 2007 and is convertible into
                Company
                common stock at a conversion price of $.18 per share. In June 2004,
                the
                Company retired $200,000 principal amount and accrued interest. To
                raise
                the needed funds for the retirement, the Company issued Mr. Baldwin
                additional 10% convertible notes in the amount of $270,000 which
                notes are
                due April 2007 and which have a conversion price of $.20 per share.
                In
                November 2004, the Company issued Mr. Baldwin additional 10% convertible
                notes in the amount of $135,000 to retire $100,000 principal amount
                due
                October 2004 which notes are due April 2007 and convertible at $.18
                per
                share.
            
            
            765,000
            
            
            765,000Accrued
                interest due on long-term portion of three-year 10% convertible unsecured
                notes
            
            
            195,777
            
            
            172,407Long-term
                debt
            
            $
            1,388,270
            
            $
            1,364,900





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





Note
      3.  Commitments
      and Contingent Liabilities





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 expired on June 30, 2005. The Company extended
      this lease until June 30, 2006 at a monthly rental of $15,274..





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





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:





Twelve
                Months Ending June 30,2006
            
            $
            210,8132007
            
            
            11,2502008
            
            
            2,443Total
            
            $
            224,506


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, 2005.
      During the three-month periods ended June 30, 2005 and 2004, Mr. Baldwin earned
      $19,500 in each period from this agreement. Per agreement with Mr. Baldwin,
      the
      amount earned under the engagement agreement is being accrued and not
      paid.





Note
      4.  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 June 30, 2005,
      incentive stock options to purchase 486,700 shares exercisable at $.23 per
      share
      that vest over a three-year period had been granted and 120,000 non-qualified
      stock options exercisable at $.25 per share and immediately exercisable had
      been
      granted. Of this amount 444,466 stock options were exercisable as of June 30,
      2005.





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 June 30, 2005, incentive stock options to
      purchase 911,200 shares exercisable at prices ranging from $.19 to $.50 per
      share that vest over a three-year period were outstanding. Of this amount,
      835,099 stock options were exercisable as of June 30, 2005. As of June 30,
      2005,
      non-qualified stock options to purchase 50,000 shares exercisable at $.25 per
      share and immediately exercisable were outstanding. A certain number of these
      options were to expire on December 7, 2004. The Company’s Board of Directors
      approved the extension of the expiration date on all stock options due to expire
      on December 7, 2004 to December 7, 2006.





*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 December 31, 2004. 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
      5.  Related
      Party Transactions





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





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





Note
      6.  Significant
      Concentration





Two
      clients accounted for approximately 30.7% and 14.0% of sales for the three
      months ended June 30, 2005. No other clients represented more than 10% of sales
      of the Company for that period. The Company had 2 clients, each which had in
      excess of 10% of the Company’s accounts receivable balance at June 30, 2005.
      These 2 clients represented 49.5% and 13.3% of the Company’s accounts receivable
      balance.





Note
      7.  Liquidity





The
      accompanying financial statements have been prepared assuming that Rockport
      Healthcare Group, Inc. will continue as a going concern. The Company has a
      total
      deficit in shareholders’ equity of $1,089,877 as of June 30, 2005.





The
      Company has funded its operations through the sale of Company common stock,
      borrowing funds from outside sources and conversion of employee, director and
      shareholder debt into restricted common stock. At June 30, 2005, the Company
      had
      available cash in non-restrictive accounts of 60,731 and negative working
      capital of $131,837. As of June 30, 2005, the Company had outstanding debt
      of:
      (a) $765,000 in principal amount in the form of 10% convertible notes, (b)
      $227,493 in principal amount in the form of an 8% note, and (c) $200,000 in
      principal amount in the form of a 15% convertible note.





*10%
      convertible notes* .
      As of
      June 30, 2005, the Company had outstanding $765,000 principal amount in the
      form
      of 10% convertible notes, all of which was held by Mr. Baldwin, a director
      of
      the Company. The Company had $100,000 in principal and $34,550 in interest
      due
      to an individual which was due October 31, 2004. On November 1, 2004, the
      Company sold a new 10% convertible note to Mr. Baldwin in the amount of $135,000
      due April 2007 convertible at the rate of $.18 per share. The Company used
      the
      proceeds of the new 10% convertible note to retire the maturing note held by
      an
      individual which note was due October 31, 2004. As of the date of this report,
      the Company has the following 10% convertible notes outstanding: (a) $135,000
      in
      principal amount due April 2007 convertible at a price of $.18 per share; (b)
      $300,000 in principal amount due April 2007 convertible at a price of $.36
      per
      share; (c) $60,000 in principal amount due April 2007 convertible at a price
      of
      $.18 per share; and (d) $270,000 in principal amount due April 2007 convertible
      at a price of $.20 per share.





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





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





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





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





As
      discussed above, the Company does have $1,388,270 in principal and accrued
      interest due in April 2007. The Company is currently seeking sources of
      financing to retire these notes, as it has no current means to pay the notes
      as
      they become due. If the Company is unable to refinance these notes, it will
      be
      required to raise funds to retire the notes, or it will be in default of the
      notes. The Company has no commitments for the needed funds to retire these
      notes, and the failure to raise such funds or refinance the notes could subject
      the Company to a claim by the note holders for repayment, which would materially
      adversely affect the Company’s financial condition.





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





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





Item
      2.MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
      CONDITION





*The
      following discussion and analysis of the Company’s financial condition as of
      June 30, 2005, and the Company’s results of operations for the two periods ended
      June 30, 2005 and 2004, should be read in conjunction with the Company’s audited
      financial statements included in its Form 10-KSB for the year ended March 31,
      2005, previously filed with the Securities and Exchange
      Commission..*





**Overview**





Rockport
      Healthcare Group, Inc. (“Rockport” or the “Company”) is a management company
      dedicated to developing, operating and managing networks consisting of
      healthcare providers and medical suppliers that serve employees with
      work-related injuries and illnesses. Rockport offers access to a comprehensive
      healthcare network at a local, state or national level for its clients and
      their
      customers. Typically, Rockport’s clients are property and casualty insurance
      companies, employers, bill review/medical cost containment companies, managed
      care organizations, software/bill review companies and third party
      administrators.





The
      Company contracts with physicians, hospitals and ancillary healthcare providers
      at rates below the maximum allowed by applicable state fee schedules, or if
      there is no state fee schedule, rates below usual and customary allowables
      for
      work-related injuries and illnesses. The Company generates revenue by receiving
      as a fee, a percentage of the medical cost savings realized by its clients.
      The
      medical cost savings realized by its clients is the difference between the
      maximum rate allowed for workers’ compensation medical services in accordance
      with the state allowed fee schedules or usual and customary allowables and
      the
      discounted rates negotiated by the Company with its healthcare
      providers.





The
      Company’s mission to its clients and healthcare providers is to: (1) maintain,
      update and distribute accurate information on each and every healthcare provider
      that is directly contracted by the Company or is accessed through the Company’s
      network partners relationships; (2) demonstrate, educate and offer each client
      and their customer referral products and services that encourage, enable and
      guide their injured workers to the Company’s healthcare providers; and (3)
      provide clear, concise and accurate preferred provider organization (“PPO”)
      repricing information and assistance in facilitating payment to the contracted
      rates and provide resolution to reimbursement problems in a timely
      manner.





The
      Company’s goals are to: (1) create and maintain profitability within industry
      standards and create shareholder value; (2) become the national network of
      choice for work-related injuries and illnesses; (3) market and position its
      networks, state by state, to increase business to its healthcare providers
      while
      offering significant savings to its clients and their customers; (4) continually
      develop information systems that improve processes, measurements and the
      integrity of its healthcare provider data and reporting structure; (5) continue
      its dedication to client and healthcare provider support services; and (6)
      provide any payor, managed care organization or bill review/software company
      an
      alternative national workers’ compensation network in a non-competitive
      relationship.





The
      Company has healthcare providers and/or network partners in all fifty states
      and
      the District of Columbia. As of December 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 in the
      Company’s Form 10-KSB for the year ended March 31, 2005).





*Revenue
      Recognition*





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





*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
      June 30, 2005, the Company had $400,000 of unamortized intangible assets
      resulting from the acquisition of the Protegrity network. Effective July 7,
      2003, the Company purchased all healthcare provider agreements from Protegrity
      Services, Inc., (“Protegrity”), a third party administrator (“TPA”) and managed
      care organization. The Company was acquiring healthcare provider agreements
      in
      order to expand the size of its network. This acquisition did not result in
      the
      acquisition of clients or revenue. This acquisition of provider contracts was
      funded with the issuance of 500,000 shares of Company common stock valued at
      $500,000, and because the Company would earn revenue in the future from the
      acquired provider agreements, the Company recorded the value of the stock issued
      as an intangible asset. The value of $500,000 attributed to the acquisition
      was
      based on the number of shares issued multiplied by $1.00 per share. If
      Protegrity has not sold its shares of Rockport by July 2008, the Company has
      agreed to purchase from Protegrity at a price of $1.00 per share, all of the
      remaining outstanding shares then owned by Protegrity. Amounts paid for provider
      agreements are being amortized to expense on the straight-line method over
      the
      estimated useful lives of the agreements of ten years. However, intangible
      assets are subject to an impairment assessment at least annually which may
      result in a charge to operations if the fair value of the intangible asset
      is
      impaired which would have a negative impact on the Company’s financial condition
      and results would be negatively affected.





*Accounting
      for Stock-Based Compensation*





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





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 no compensation expense and no affect in the Company’s
      basic and diluted earnings per share.





**Results
      of Operations**





*Three
      Months Ended June 30, 2005 to Three Months Ended June 30, 2004*





The
      following table sets forth certain operating information regarding the Company
      for the three months ended June 30, 2005 and 2004.





2005
            
            2004Revenue
            
            $
            848,584
            
            $
            807,505Cost
                of sales
            
            
            253,854
            
            
            255,663Gross
                profit
            
            
            594,730
            
            
            551,842Selling,
                general and administrative expenses
            
            
            687,115
            
            
            600,339Depreciation
                and amortization
            
            
            15,322
            
            
            17,492Loss
                from operations
            
            
            (107,707
            )
            
            (65,989
            )Interest,
                net
            
            
            35,421
            
            
            33,984Net
                loss
            
            $
            (143,128
            )
            $
            (99,973
            )Net
                loss per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.01
            )





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





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





Revenue
      for three months ended June 30, 2005, was $848,584 which was $41,079, or 5%,
      greater than revenue for the three months ended June 30, 2004, of $807,505.
      The
      increase in revenue was primarily attributable to an increase in the number
      of
      clients accessing the Company’s network of healthcare providers which increase
      was partially offset by one of the Company’s largest clients loosing significant
      business from some of its largest customers. The Company has added four new
      clients during the 2005 period, which were not included in the 2004 period
      and
      the Company has several clients which were providing revenue during the 2004
      period which have increased their revenue contribution during the 2005
      period.





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 three months
      ended June 30, 2005. Those clients were, Fair Isaac Corporation which
      contributed 30.7% of total revenue and Intracorp which contributed 14.9% of
      total revenue.





*Cost
      of sales.* The
      Company's cost of sales consists of fees paid for access to third party provider
      networks, or network partners, fees paid for sales commissions to non-employee
      sales personnel and commission overwrites. Cost of sales decreased by $1,809,
      from $255,663 during the three months ended June 30, 2004, to $253,854 during
      the three months ended June 30, 2005. As the Company expands its business
      outside the State of Texas, to states where it does not have its own network,
      the Company will continue developing strategic network alliances and network
      access fees will increase, which will in turn increase the Company’s cost of
      sales and decrease its gross margins. The purchase of the Protegrity network
      in
      Florida and Kentucky will allow the Company to increase its revenue in those
      states without a corresponding increase in network access fees, however, for
      a
      period of five years, Protegrity will receive an earnout fee as a percentage
      of
      revenue received by the Company from the states of Florida, Kentucky and
      Missouri. Those fees for the three months ended June 30, 2005 amounted to
      $15,000, an increase of $3,083 over the prior year period and are included
      in
      sales commissions. Fees incurred for access to third party provider networks
      are
      based on a percentage of the Company’s revenue from using such network. Sales
      commissions and commission overwrites paid by the Company are based on a
      percentage of revenue billed and collected. For the three months ended June
      30,
      2005, cost of sales were comprised of network access fees of $206,547, sales
      commissions of $30,817 and commission overwrites of $16,492.





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 5,140 shares of its restricted
      common stock to Johnny Fontenot during the quarter ended June 30, 2005, which
      was valued at $242. Additionally, for the quarter ended June 30, 2005, Mr.
      Fontenot earned sales commissions of $1,517. The Company issued 5,140 shares
      of
      its restricted common stock to Mike Catala during the quarter ended June 30,
      2005, for this bonus which was valued at $242. Additionally, for the quarter
      ended June 30, 2005, Mr. Catala earned sales commissions of $1,517. 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 three months ended
      June
      30, 2005, Bannon earned $16,492.





*Gross
      profit.* The
      Company's gross profit increased by $42,888 from $551,842 during the three
      months ended June 30, 2004, to $594,730 during the three months ended June
      30,
      2005. Gross profit as a percentage of sales was 70% for the current year period
      and 68% for the prior year period. The increase in gross profit was attributable
      to the increase in revenue. The Company expects its gross profit as a percentage
      of sales will decrease as it expands its business outside the State of Texas
      and
      continues to incur access fees to third party networks, however, the Company
      believes having network partners is the most economical method of building
      a
      nationwide network.





*Selling,
      general and administrative expenses.* Selling,
      general and administrative expenses increased by $86,776 from $600,339 during
      the three months ended June 30, 2004, to $687,115 during the three months ended
      June 30, 2005.





·
            Payroll
                and related expenses increased from $438,055 during the three months
                ended
                June 30, 2004, to $455,154 during the three months ended June 30,
                2005.
                The primary reason for the increase was due to an increase in the
                cost of
                healthcare benefits which was partially offset by a reduction in
                salaries
                due to fewer employees..





·
            Professional
                services, which are comprised of accounting and audit, legal, investor
                relations, consulting and other professional fees, increased from
                $69,320
                during the three months ended June 30, 2004, to $81,049 during the
                three
                months ended June 30, 2005. The primary component of the increase
                was due
                incurring consulting fees from a former employee to perform various
                financial services.





·
            Other
                expenses increased by $60,435 from $11,570 during the three months
                ended
                June 30, 2004 to $72,005 during the three months ended June 30, 2005.
                The
                Company incurred bad debt expenses of $25,369 and the settlement
                of a
                dispute of two sales personnel totaling
                $39,472.





·
            As
                of June 30, 2005, the Company entered into a settlement agreement
                with
                Fontenot/Catala regarding several disputed accounts and to resolve
                certain
                other conflicts. To eliminate any future potential liability, other
                than
                those specifically agreed to in the settlement agreement, the Company
                issued to them 200,000 shares of the Company’s restricted common stock and
                agreed to certain cash payments, the net result of which resulted
                in a
                charge to earnings in the amount of $39,472, reflected in other
                expenses.





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





*Net
      loss.* The
      Company had a net loss for the three months ended June 30, 2005, of $143,128,
      or
      $0.01 per share (basic and diluted), compared with a net loss of $99,973, or
      $0.01 per share (basic and diluted), for the three months ended June 30,
      2004.





**Liquidity
      and Capital Resources**





The
      following summary table presents comparative cash flows of the Company for
      the
      nine month periods ended June 30, 2005 and 2004:





2005
            
            2004Net
                cash used in operating activities
            
            $
            (4,382
            )
            $
            (6,097
            )Net
                cash used in investing activities
            
            $
            (1,711
            )
            $
            (702
            )Net
                cash provided by financing activities
            
            $
            --
            
            $
            9,000





*Changes
      in cash flow.* The
      Company currently manages the payment of its current liabilities and other
      obligations on a monthly basis, as cash becomes available. Net cash used in
      operating activities for the three months ended June 30, 2005, was $4,382
      compared with net cash used in operating activities of $6,097 for the three
      months ended June 30, 2004. This was a decrease of $1,715 when compared to
      the
      prior year period. The components of net cash used in operating activities
      for
      the 2005 period were a net loss of $143,128 and an increase in accounts
      receivable due to increased sales of $34,589. These uses of cash were partially
      offset by non-cash charges of $28,415 and other changes in current assets and
      liabilities. Net cash provided by financing activities for the three months
      ended June 30, 2004 was $9,000 due to the collection of a stock subscription
      receivable and there was no cash provided by financing activities during the
      quarter ended June 30, 2005..





*Liquidity
      and capital resources.* The
      Company has funded its operations through the sale of Company common stock,
      borrowing funds from outside sources and conversion of employee, director and
      shareholder debt into restricted common stock. At June 30, 2005, the Company
      had
      available cash in non-restrictive accounts of $60,731 and negative working
      capital of $131,837. As of June 30, 2005, the Company had outstanding debt
      of:
      (a) $765,000 in principal amount in the form of 10% convertible notes, (b)
      $227,493 in principal amount in the form of an 8% note, and (c) $200,000 in
      principal amount in the form of a 15% convertible note.





For
      fiscal 2006, the Company is projecting its monthly cash operating expenses,
      excluding network access fees, commissions and commission overwrites, to be
      approximately $200,000. As discussed above, the Company has $1,388,270 of note
      payable and accrued interest due in April 2007. The Company is currently seeking
      sources of financing to retire these notes, as it has no current means to pay
      the notes as they become due, and as it does not expect to be able to retire
      these notes from its operating cash. If the Company is unable to refinance
      these
      notes, it will be required to raise funds to retire the notes, or it will be
      in
      default of the notes. The Company has no commitments for the needed funds to
      retire these notes, and the failure to raise such funds or refinance the notes
      could subject the Company to a claim by the note holders for repayment, which
      would materially adversely affect the Company’s financial condition.





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





**Off-Balance
      Sheet Arrangements**





On
      July
      7, 2003, the Company purchased the healthcare provider contracts from Protegrity
      services for 500,000 shares of the Company’s common stock. The Company committed
      to repurchase the shares for $1.00 per share if Protegrity has not been able
      to
      realize this amount by July 2008.





**New
      Accounting Pronouncements**





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





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








Item
      3.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 June 30, 2005, to provide reasonable assurance that information required
      to be disclosed in its reports filed or submitted under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission’s rules and forms.





**PART
      II****OTHER
      INFORMATION**





Item
      1. Legal
      Proceedings. - None





Item
      2. Unregistered
      Sales of Equity Securities and Use of
      Proceeds.





**Recent
      Sales of Unregistered Securities**





Set
      forth
      below is certain information concerning all issuances of securities by the
      Company during the fiscal quarter ended December 31, 2004, that were not
      registered under the Securities Act.





On
      June
      30, 2005, under the terms of a written contract executed by the Company, the
      Company issued 5,140 shares of common stock to Mike Catala in consideration
      of
      marketing services valued at $247 pursuant to the exemption provided by Section
      4(2) of the Securities Act.





On
      June
      30, 2005, under the terms of a written contract executed by the Company, the
      Company issued 5,140 shares of common stock to Johnny Fontenot in consideration
      of marketing services valued at $247 pursuant to the exemption provided by
      Section 4(2) of the Securities Act.





On
      June
      30, 2005, the Company issued 200,000 shares of common stock to Messrs. Fontenot
      and Catala as settlement of a dispute valued at $9,600.





The
      above
      transactions were completed pursuant to Section 4(2) of the Securities Act.
      With
      respect to issuances made pursuant to Section 4(2) of the Securities Act, the
      transactions did not involve any public offering and were sold to a limited
      group of persons. Each recipient either received adequate information about
      the
      Company or had access, through employment or other relationships, to such
      information, and the Company determined that each recipient had such knowledge
      and experience in financial and business matters that they were able to evaluate
      the merits and risks of an investment in the Company.





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





During
      the quarter ended December 31, 2004, the Company did not make any repurchases
      of
      its common stock.





Item
      3. Defaults
      Upon Senior Securities - None





Item
      4. Submission
      of Matters to a Vote of Security Holders-
      None





Item
      5. Other
      Information - None





Item
      6.Exhibits





(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)


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)


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.










**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





ROCKPORT
      HEALTHCARE GROUP, INC.


(Registrant)





August
      15, 2005      /s/
      Larry K. Hinson


Larry
      K.
      Hinson


Chief
      Financial and Principal Accounting Officer


(Duly
      authorized officer)