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,  2004
[_]  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             (IRS Employer Identification No.)
  incorporation or organization)

             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 13, 2004, there were outstanding 14,963,504 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
                                 ROCKPORT HEALTHCARE GROUP, INC.
                                       INDEX TO FORM 10-QSB
                                          JUNE 30, 2004

                                                                                         Page No.
                                                                                         --------
PART I   FINANCIAL INFORMATION
<S>      <C>      <C>                                                                    <C>

         Item 1.  Condensed Financial Statements

                  Condensed Consolidated Balance Sheets                                         3
                    June 30, 2004  (unaudited) and March 31, 2004

                  Condensed Consolidated Statements of Operations (unaudited)                   4
                    Three Months Ended June 30, 2004 and 2003

                  Condensed Consolidated Statement of Changes in Shareholders' Deficit          5
                    Three Months Ended June 30, 2004 (unaudited) and Year Ended
                    March 31, 2004

                  Condensed Consolidated Statements of Cash Flows (unaudited)                   6
                    Three Months Ended June 30, 2004 and 2003

                  Notes to Unaudited Condensed Consolidated Financial Statements                7

         Item 2.  Management's Discussion and Analysis of Results of                           13
                    Operations and Financial Condition

         Item 3.  Controls and Procedures                                                      20

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings                                                            21

         Item 2.  Changes in Securities and Use of Proceeds                                    21

         Item 3.  Defaults Upon Senior Securities                                              21

         Item 4.  Submission of Matters to a Vote of Security Holders                          21

         Item 5.  Other Information                                                            21

         Item 6.  Exhibits and Reports on Form 8-K                                             22
</TABLE>


                                        2
<PAGE>
                         PART I.  FINANCIAL INFORMATION

Item  1.  CONDENSED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                ROCKPORT HEALTHCARE GROUP, INC.
                                        AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                       June 30,     March 31,
                                                                         2004          2004
                                                                     ------------  ------------
ASSETS                                                               (Unaudited)
<S>                                                                  <C>           <C>
Current assets:
    Cash                                                             $    74,609   $    72,408
    Accounts receivable, net of allowance of $50,000 at June 30
      and March 31, 2004                                                 732,025       703,369
    Prepaid expenses                                                       2,336         1,494
                                                                     --------------------------
        Total current assets                                             808,970       777,271
                                                                     --------------------------
Property and equipment:
    Office furniture and equipment                                        43,376        43,268
    Computer equipment and software                                      117,547       116,953
    Telephone equipment                                                   15,844        15,844
                                                                     --------------------------
                                                                         176,767       176,065
    Less accumulated depreciation                                       (140,967)     (135,976)
                                                                     --------------------------
        Net property and equipment                                        35,800        40,089
                                                                     --------------------------
Other assets:
    Deposits                                                               9,038         9,038
    Intangible assets, net                                               450,000       462,500
                                                                     --------------------------
                                                                         459,038       471,538
                                                                     --------------------------
Total assets                                                         $ 1,303,808   $ 1,288,898
                                                                     ==========================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Current maturities of long-term debt                             $   100,000   $   100,000
    Accounts payable, trade                                              343,269       311,265
    Due to directors, officers and employees                              86,512        65,022
    Other current liabilities                                            370,381       338,875
                                                                     --------------------------
        Total current liabilities                                        900,162       815,162
Long-term debt                                                         1,167,320     1,147,762
Commitments 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,
      14,963,504 and 14,954,042 shares issued and outstanding at
      June 30 and March 31, 2004, respectively                            14,963        14,954
    Additional paid-in capital                                         6,962,024     6,960,708
    Stock subscription receivable                                             --        (9,000)
    Accumulated deficit                                               (7,740,661)   (7,640,688)
                                                                     --------------------------
         Total shareholders' deficit                                    (763,674)     (674,026)
                                                                     --------------------------
Total liabilities and shareholders' deficit                          $ 1,303,808   $ 1,288,898
                                                                     ==========================
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                 AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                       For the Three Months Ended
                                                                June 30,
                                                       --------------------------
                                                           2004          2003
                                                       --------------------------
<S>                                                    <C>           <C>
Revenue                                                $   807,505   $   895,617
Cost of sales                                              255,663       285,262
                                                       --------------------------
        Gross profit                                       551,842       610,355
                                                       --------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                           438,055       441,637
    Office administration                                   81,394        79,209
    Professional services                                   69,320        60,843
    Other                                                   11,570        19,638
                                                       --------------------------
  Total selling, general and administrative expenses       600,339       601,327
  Depreciation and amortization                             17,492         8,875
                                                       --------------------------
        Total operating expenses                           617,831       610,202
                                                       --------------------------

Income (loss) from operations                              (65,989)          153
Interest, net                                               33,984        29,818
                                                       --------------------------
Net loss                                               $   (99,973)  $   (29,665)
                                                       ==========================

Net loss per share:
  Basic and diluted                                         ($0.01)       ($0.00)
                                                       ==========================

Weighted average number of common shares outstanding:
  Basic and diluted                                     14,954,147    13,627,595
                                                       ==========================
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                ROCKPORT HEALTHCARE GROUP, INC.
                                                       AND SUBSIDIARIES
                             CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                            FOR THE YEAR ENDED MARCH 31, 2004 AND THREE MONTHS ENDED JUNE 30, 2004


                                                                                                                    Total
                                                 Common Stock      Additional       Stock                       Shareholders'
                                              -------------------    Paid-in     Subscription    Accumulated       Equity
                                                Shares    Amount     Capital      Receivable       Deficit        (Deficit)
                                              --------------------------------------------------------------------------------
<S>                                           <C>         <C>      <C>          <C>             <C>            <C>
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)
Collection of stock subscription receivable           --       --           --          9,000             --            9,000
Stock issued for services (unaudited)              9,462        9        1,316             --             --            1,325
Net loss (unaudited)                                  --       --           --             --        (99,973)         (99,973)
                                              --------------------------------------------------------------------------------
Balances June 30, 2004 (unaudited)            14,963,504  $14,963  $ 6,962,024  $          --   $ (7,740,661)  $     (763,674)
                                              ================================================================================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                   (UNAUDITED)

                                                             2004       2003
                                                           --------------------
<S>                                                        <C>        <C>
Cash flows from operating activities:
    Net loss                                               $(99,973)  $(29,665)
    Adjustments to reconcile net loss to cash provided by
     (used in) operating activities:
        Depreciation                                          4,991      5,442
        Amortization                                         12,500      3,433
        Issuance of stock for services                        1,325     13,562
        Changes in assets and liabilities:
            Accounts receivable - trade                     (28,656)    96,174
            Prepaid expenses                                   (842)     1,439
            Accounts payable                                 32,004    (44,119)
            Due to directors, officers and employees         21,490         --
            Other current liabilities                        31,506    (10,313)
                                                           --------------------
Cash provided by (used in) operating activities             (25,655)    35,953
                                                           --------------------

Cash flows from investing activities:
    Purchase of fixed assets                                   (702)      (358)
                                                           --------------------

Cash flows from financing activities:
    Collection of stock subscription receivable               9,000         --
    Interest accrued on long-term debt                       19,558         --
                                                           --------------------
Cash provided by financing activities                        28,558         --
                                                           --------------------
Net increase in cash                                          2,201     35,595
Cash and cash equivalents, beginning of period               72,408     65,493
                                                           --------------------
Cash and cash equivalents, end of period                   $ 74,609   $101,088
                                                           ====================


Supplemental cash flow information:
    Interest paid                                          $  7,500   $  7,500
                                                           =====================
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004


Note  1.  Organization  and  Nature  of  Business

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  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 unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  June  30,  2004, the results of operations for the three-month periods ended
June  30,  2004  and  2003, and the cash flows for the three-month periods ended
June  30,  2004  and  2003.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  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
unaudited  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,  2004,  previously  filed  with  the  Securities  and  Exchange  Commission.

     Reclassifications - Amounts in the prior period's financial statements have
been  reclassified as necessary to conform to the current period's presentation.

     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


                                        7
<PAGE>
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,  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 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,
2004  and  2003,  net  loss  would  have  been  changed to the pro forma amounts
indicated  below.

<TABLE>
<CAPTION>
                                                     June 30,    June 30,
                                                       2004        2003
                                                    ----------------------
<S>                                                 <C>         <C>

Net income (loss):
  As reported                                       $ (99,973)  $ (29,665)
  Stock based compensation under fair value method     (7,424)    (19,320)
                                                    ----------------------
  Pro forma                                         $(107,397)  $ (48,985)
                                                    ======================

Net income (loss) per share - basic and diluted:
  As reported                                       $   (0.01)  $   (0.00)
  Stock based compensation under fair value method      (0.00)      (0.00)
                                                    ----------------------
  Pro forma                                         $   (0.01)  $   (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 199%, 2004 and 2003, respectively;
no  assumed  dividend  yield;  and  expected  lives  of  four  years.


                                        8
<PAGE>
Note  2.  Notes  Payable

     Notes  payable  consisted  of  the  following  at:

<TABLE>
<CAPTION>
                                                                                June 30,     March 31,
                                                                                  2004         2004
                                                                               -----------  -----------
<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 November 2004 and April 2006.  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
   November 2004 and April 2006.  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 Mr. Baldwin 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.                                            730,000      660,000

Accrued interest due on long-term portion of three-year 10% convertible
   unsecured notes                                                                109,827      160,269
                                                                               ------------------------

Total notes payable                                                             1,267,320    1,247,762

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

Long-term debt                                                                 $1,167,320   $1,147,762
                                                                               ========================
</TABLE>

     See  Note  3  "Commitments and Contingencies" for a discussion of financing
provided  by  related  parties.

     With  the  exception of $100,000 principal amount due October 31, 2004, all
remaining  debt  is  due  April  2006.


                                        9
<PAGE>
Note  3.  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 three-month periods ended June 30, 2004 and 2003, Mr. Baldwin earned
$19,500  and  $19,500,  respectively,  from  this  agreement.

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,  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.  202,800  of these stock options were
exercisable  as  of  June  30,  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 June 30, 2004, incentive stock
options  to  purchase  950,000 shares exercisable at prices ranging from $.19 to
$.50  per  share  that  vest over a three-year period were outstanding.  Of this
amount,  692,898 stock options were exercisable as of June 30, 2004.  As of June
30,  2004,  non-qualified stock options to purchase 50,000 shares exercisable at
$.25  per  share  and  immediately  exercisable  were  outstanding.

     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


                                       10
<PAGE>
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  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

     Three  clients  accounted for approximately 22.1%, 20.6% and 13.1% of sales
for the quarter ended June 30, 2004.  No other clients represented more than 10%
of  sales  of  the  Company for that quarter.  The Company had two clients, each
which  had in excess of 10% of the Company's accounts receivable balance at June
30,  2004.  These  two clients represented 30.3% and 15.8%, respectively, 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 $763,674 as of June 30, 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  June 30, 2004, the
Company  had  available cash in non-restrictive accounts of $74,609 and negative
working  capital  of  $91,192.  As of June 30, 2004, the Company had outstanding
debt  of: (a) $730,000 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 June 30, 2004, of the $730,000 in principal
amount  in  the  form of 10% convertible notes, $630,000 in principal amount was
held  by Mr. Baldwin, a director of the Company and $100,000 in principal amount
was  held  by  an individual.  Of this $100,000 in principal amount held by this
individual,  $100,000  in  principal  and $29,920 in interest is due October 31,
2004  (the  "maturing  notes").  During  June  2004,  the Company sold a new 10%
convertible  note  to  Mr.  Baldwin  in  the  amount  of $270,000 due April 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 two individuals
which  notes  were due in June 2004.  As of the date of this report, the Company
has  the  following 10% convertible notes outstanding: (a) $100,000 in principal
amount  due  October  31,  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
$.18  per share; and (d) $270,000 in principal amount due April 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.


                                       11
<PAGE>
     Accrued  debenture interest on the convertible debentures has been added to
the  principal  of the debentures resulting in a reclassification of some of the
accrued  interest  to  long-term  debt.

     8%  notes.  In  November  2001 and in January 2002, the Company borrowed an
aggregate  of $100,000 from Mr. Baldwin.  In June 2002, the Company renegotiated
the  terms  of  the  notes  and added $93,000 of accrued consulting fees due and
$34,493  of  accrued overwrite fees due to the principal amount of the note.  In
December  2002,  the Company renegotiated the terms of the note and extended the
due  date  to  April  1, 2005 and in June 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 October 31, 2004, and $1,267,320 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.


                                       12
<PAGE>
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, 2004, and the Company's results of operations for the two periods
ended  June  30, 2004 and 2003, should be read in conjunction with the Company's
audited  financial  statements  included  in  its Form 10-KSB for the year ended
March  31,  2004,  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 relationship; (2) demonstrate, educate
and  offer  each  client  and their customer referral products and services that
encourage,  enable  and  guide their injured workers to the Company's healthcare
providers;  and  (3)  provide  clear,  concise  and  accurate preferred provider
organization  ("PPO")  repricing  information  and  assistance  in  facilitating
payment to the contracted rates and provide resolution to reimbursement problems
in  a  timely  manner.

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

     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the  District of Columbia.  As of June 30, 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


                                       13
<PAGE>
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  June  30,  2004, the Company had $450,000 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 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


                                       14
<PAGE>
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
$7,242  of compensation expense and no affect in the Company's basic and diluted
earnings  per  share.

RESULTS  OF  OPERATIONS

Three  Months  Ended  June  30,  2004  to  Three  Months  Ended  June  30,  2003

     The  following table sets forth certain operating information regarding the
Company  for  the  three  months  ended  June  30,  2004  and  2003:

                                                              2004       2003
                                                            --------------------
     Revenue                                                $807,505   $895,617
         Cost of sales                                       255,663    285,262
                                                            --------------------
     Gross profit                                            551,842    610,355
         Selling, general and administrative expenses        600,339    601,327
         Depreciation and amortization                        17,492      8,875
                                                            --------------------
     Income (loss) from operations                           (65,989)       153
     Interest, net                                            33,984     29,818
                                                            --------------------
     Net loss                                               $(99,973)  $(29,665)
                                                            ====================
     Net loss per share - basic and diluted                   ($0.01)    ($0.00)
                                                            ====================

     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


                                       15
<PAGE>
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  three months ended June 30, 2004, was $807,505 which was
$88,112,  or  10%,  below  revenue  for the three months ended June 30, 2003, of
$895,617.  The  reduction  in  revenue  was  primarily  attributable to: (a) 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 (b) some of the Company's largest clients lost
significant  business  from  some  of  their  largest  customers.

     Fair  Isaac,  which  is the Company's largest provider of revenue, has also
lost  customers  and  the Company experienced a $53,000 reduction in revenue for
the 2004 period when compared to the 2003 period.  Intracorp, the second largest
provider  of  revenue,  lost  significant  business  from  its customers and the
Company  experienced  a  $98,000  reduction  in revenue for the 2004 period when
compared  to  the  2003  period.

     The  Company  has added nine new clients during the 2004 period, which were
not  included  in  the 2003 period.  Additionally, the Company has three clients
which  were  providing revenue during the 2003 period which have increased their
revenue  contribution  by  $164,000  over  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.

     With  respect to the source of the Company's revenue, the Company had three
clients,  each  which  provided  more  than 10% of the Company's revenue for the
three  months  ended  June 30, 2004.  Those clients were, Fair Isaac Corporation
which  contributed  22.1% of total revenue, Intracorp which contributed 20.6% of
total  revenue  and Bunch & Associates which contributed 13.1% of total revenue.

     The agreements with Fair Isaac, Intracorp and Bunch & Associates have terms
of  one  year with automatic one-year renewals unless terminated as set forth in
the  agreement.  The  agreements  may be terminated 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 Fair Isaac, Intracorp and Bunch &
Associates which is a negotiated percentage of the medical cost savings realized
by Fair Isaac, Intracorp and Bunch & Associates, respectively, 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, 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  $29,599,  or 10%, from $285,262 during the three
months  ended  June 30, 2003, to $255,663 during the three months ended June 30,
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 three months ended June 30,
2004,  cost  of  sales  were comprised of network access fees of $206,281, sales
commissions  of  $33,244  and  commission  overwrites  of  $16,138.

     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  4,731  shares


                                       16
<PAGE>
of  its restricted common stock to Johnny Fontenot during the quarter ended June
30,  2004,  which  was valued at $663.  Additionally, for the quarter ended June
30,  2004,  Mr. Fontenot earned sales commissions of $3,978.  The Company issued
4,731  shares  of  its restricted common stock to Mike Catala during the quarter
ended June 30, 2004, for this bonus which was valued at $662.  Additionally, for
the  quarter ended June 30, 2004, Mr. Catala earned sales commissions of $3,978.
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,  2004,  Bannon  earned  $16,138.

     Gross  profit.  The  Company's  gross  profit decreased by $58,513, or 10%,
from  $610,355  during  the three months ended June 30, 2003, to $551,842 during
the three months ended June 30, 2004.  Gross profit as a percentage of sales was
68%  for  both  periods.  The  decrease  in gross profit was attributable to the
decrease  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 decreased by $988 from $601,327 during the three months
ended  June  30,  2003, to $600,339 during the three months ended June 30, 2004.

     -         Payroll  and  related expenses decreased from $441,637 during the
          three  months ended June 30, 2003, to $438,055 during the three months
          ended June 30, 2004. The primary cause of the decrease was a reduction
          in  the  amount of medical insurance premiums incurred by the Company.

     -         Professional  services,  which  are  comprised  of accounting and
          audit,  legal,  investor  relations, consulting and other professional
          fees,  increased  from  $60,843 during the three months ended June 30,
          2003, to $69,320, or 14%, during the three months ended June 30, 2004.
          The  primary  components  of  the  increase  were increased audit fees
          associated  with its fiscal 2004 audit and recruiting fees, which were
          partially  offset  by reduced legal fees and investor relations costs.

     -         Other  expenses  decreased by $8,068, or 41%, from $19,638 during
          the  three  months  ended  June  30,  2003 to $11,570 during the three
          months  ended  June 30, 2004. The Company experienced lower travel and
          entertainment  expenses  during  the  2004  period.

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

     Depreciation  and  amortization.  Depreciation  and  amortization increased
from  $8,875  for the three months ended June 30, 2003, to $17,492 for the three
months  ended  June  30,  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  loss.  The  Company had a net loss for the three months ended June 30,
2004,  of  $99,973,  or $0.01 per share (basic and diluted), compared with a net
loss  of  $29,665,  or $0.00 per share (basic and diluted), for the three months
ended  June  30, 2003.  As discussed above, the primary component which resulted
in  the  loss  for  the  three  months  ended  June  30, 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.


                                       17
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     The  following summary table presents comparative cash flows of the Company
for  the  three  month  periods  ended  June  30,  2004  and  2003:

                                                              2004       2003
                                                            -------------------
     Net cash provided by (used in) operating activities    $(25,655)  $35,953
     Net cash used in investing activities                  $   (702)  $  (358)
     Net cash provided by financing activities              $ 28,558   $    --

     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,  2004,  was  $25,655  compared  with  net  cash  provided by operating
activities  of  $35,953  for  the  three months ended June 30, 2003.  This was a
decrease  of  $61,608 when compared to the prior year period.  The components of
net  cash  used  in  operating activities for the 2004 period were a net loss of
$99,973  and  an increase in accounts receivable of $28,656, which was partially
offset  by  non-cash  charges of $18,816 and increases in current liabilities of
$85,000.  Net  cash  provided  by  financing  activities  was  $28,558 which was
comprised of the collection of a stock subscription receivable of $9,000 and the
transfer  of  accrued  interest  on  long-term  debt  from  current laibilities.

     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  June 30, 2004, the Company had available cash in non-restrictive accounts of
$74,609  and negative working capital of $91,192.  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  June 30, 2004, the Company had outstanding debt of: (a) $730,000 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 June 30, 2004, of the $730,000 in principal
amount  in  the  form of 10% convertible notes, $630,000 in principal amount was
held  by Mr. Baldwin, a director of the Company and $100,000 in principal amount
was  held  by  an individual.  Of this $100,000 in principal amount held by this
individual,  $100,000  in  principal  and $29,920 in interest is due October 31,
2004  (the  "maturing  notes").  During  June  2004,  the Company sold a new 10%
convertible  note  to  Mr.  Baldwin  in  the  amount  of $270,000 due April 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 two individuals
which  notes  were due in June 2004.  As of the date of this report, the Company
has  the  following 10% convertible notes outstanding: (a) $100,000 in principal
amount  due  October  31,  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
$.18  per share; and (d) $270,000 in principal amount due April 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.

     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


                                       18
<PAGE>
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.

     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 October 31,
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.


                                       19
<PAGE>
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, 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.


                                       20
<PAGE>
                          PART II     OTHER INFORMATION

Item  1.  Legal  Proceedings.  -  None

Item  2.  Changes  in  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 June 30, 2004, that
were  not  registered  under  the  Securities  Act.

     On  June  30,  2004,  under the terms of a written contract executed by the
Company,  the  Company  issued  4,731  shares  of common stock to Mike Catala in
consideration  of  marketing  services  valued at $662 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  June  30,  2004,  under the terms of a written contract executed by the
Company,  the  Company issued 4,731 shares of common stock to Johnny Fontenot in
consideration  of  marketing  services  valued at $663 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

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

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

Item  3.  Defaults  Upon  Senior  Securities  -  None

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

Item  5.  Other  Information  -  None


                                       21
<PAGE>
Item  6.  Exhibits  and  Reports  on  Form  8-K

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

<TABLE>
<CAPTION>
Exhibit No.  Description
-----------  ---------------------------------------------------------------------------------------------------------
<C>          <S>

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) *
10.3         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) *
10.4         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) *
10.5         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)
10.6         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) *
10.7         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) *
10.8         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) *
10.9         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) *
10.10        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)
10.11        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)
10.12        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) *
10.13        Form of Indemnification Agreement Between Rockport Healthcare Group, Inc. and Its Officers and
             Directors (incorporated by reference to Registrant's Quarterly Report on Form 10-QSB dated November
             14, 2002)
14.1         Code of Ethics (incorporated by reference to Registrant's Annual Report on Form 10-KSB dated June
             29, 2004)
21.1         Subsidiaries of Registrant (incorporated by reference to Exhibit 22 to Registrant's Annual Report on
             Form 10-KSB/A, dated June 29, 2000)
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.
</TABLE>

*  Indicates a management contract or compensatory plan or arrangement.


                                       22
<PAGE>
(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  June  30,  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  statements for the years ended March 31, 2004 and 2003.


                                       23
<PAGE>
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 16, 2004            /s/  Larry  K.  Hinson
                           -----------------------------------------------------
                           Larry  K.  Hinson
                           Chief  Financial  and  Principle  Accounting  Officer
                           (Duly  authorized  officer)


                                       24
<PAGE>