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 September 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 November 11, 2004, there were outstanding 14,994,704 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
                                      SEPTEMBER 30, 2004

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

         Item 1.  Financial Statements

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

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

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

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

                  Notes to Condensed Consolidated Financial Statements                      7

         Item 2.  Management's Discussion and Analysis of Results of                       14
                    Operations and Financial Condition

         Item 3.  Controls and Procedures                                                  12

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>
<TABLE>
<CAPTION>
                         PART I.  FINANCIAL INFORMATION

Item 1.     FINANCIAL STATEMENTS

                                 ROCKPORT HEALTHCARE GROUP, INC.
                                         AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                     September 30,    March 31,
                                                                         2004            2004
                                                                    -----------------------------
<S>                                                                 <C>              <C>
                        ASSETS                                          (Unaudited)
Current assets:
  Cash                                                              $       83,656   $    72,408
  Accounts receivable, net of allowance of $22,000 and $50,000 at
   September 30 and March 31, 2004, respectively                           678,001       703,369
  Prepaid expenses                                                           2,979         1,494
                                                                    -----------------------------
      Total current assets                                                 764,636       777,271
                                                                    -----------------------------
Property and equipment:
  Office furniture and equipment                                            43,644        43,268
  Computer equipment and software                                          117,764       116,953
  Telephone equipment                                                       15,844        15,844
                                                                    -----------------------------
                                                                           177,252       176,065
  Less accumulated depreciation                                           (145,994)     (135,976)
                                                                    -----------------------------
    Net property and equipment                                              31,258        40,089
                                                                    -----------------------------
Other assets:
  Deposits                                                                   8,914         9,038
  Intangible assets, net                                                   437,500       462,500
                                                                    -----------------------------
                                                                           446,414       471,538
                                                                    -----------------------------
Total assets                                                        $    1,242,308   $ 1,288,898
                                                                    =============================
              LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Short-term debt                                                   $      100,000   $   100,000
  Accounts payable, trade                                                  359,367       311,265
  Due to directors, officers and employees                                 106,164        65,022
  Other current liabilities                                                345,106       338,875
                                                                    -----------------------------
      Total current liabilities                                            910,637       815,162
                                                                    -----------------------------
Long-term debt                                                           1,185,968     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,
    14,994,704 and 14,954,042 shares issued and outstanding at
    September 30 and March 31, 2004, respectively                           14,994        14,954
  Additional paid-in capital                                             6,964,021     6,960,708
  Stock subscription receivable                                                 --        (9,000)
  Accumulated deficit                                                   (7,833,312)   (7,640,688)
                                                                    -----------------------------
      Total shareholders' deficit                                         (854,297)     (674,026)
                                                                    -----------------------------
Total liabilities and shareholders' deficit                         $    1,242,308   $ 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       For the Six Months Ended
                                                        September 30,                  September 30,
                                              --------------------------------------------------------------
                                                   2004             2003           2004            2003
                                              --------------------------------------------------------------
                                                                 (Restated)                     (Restated)
<S>                                           <C>              <C>             <C>            <C>
Revenue                                       $      773,432   $     699,787   $  1,580,937   $   1,595,404
Cost of sales                                        257,913         226,538        513,576         511,800
                                              --------------------------------------------------------------
        Gross profit                                 515,519         473,249      1,067,361       1,083,604
                                              --------------------------------------------------------------

Operating expenses:
  Selling, general and administrative
    expenses:
      Payroll and related expenses                   424,644         444,231        862,699         885,868
      Office administration                           83,977          83,841        165,371         163,050
      Professional services                           40,828          47,246        110,148         108,089
      Other                                            7,220          22,078         18,790          41,716
                                              --------------------------------------------------------------
  Total selling, general and administrative          556,669         597,396      1,157,008       1,198,723
  Depreciation and amortization                       17,526          21,590         35,018          30,465
                                              --------------------------------------------------------------
        Total operating expenses                     574,195         618,986      1,192,026       1,229,188
                                              --------------------------------------------------------------

Loss from operations                                 (58,676)       (145,737)      (124,665)       (145,584)
Interest, net                                         33,975          30,467         67,959          60,285
                                              --------------------------------------------------------------
Net loss                                      $      (92,651)  $    (176,204)  $   (192,624)  $    (205,869)
                                              ==============================================================

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

Weighted average number of common
    shares outstanding:
    Basic                                         14,963,843      14,127,245     14,959,021      13,878,354
                                              ==============================================================
    Diluted                                       14,963,843      14,127,245     14,959,021      13,878,354
                                              ==============================================================
</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' EQUITY (DEFICIT)
                           FOR THE YEAR ENDED MARCH 31, 2004 AND SIX MONTHS ENDED SEPTEMBER 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
  (unaudited)                                         --       --           --          9,000             --            9,000
Stock issued for services (unaudited)             40,662       40        3,313             --             --            3,353
Net loss (unaudited)                                  --       --           --             --       (192,624)        (192,624)
                                              --------------------------------------------------------------------------------
Balances September 30, 2004 (unaudited)       14,994,704  $14,994  $ 6,964,021  $          --   $ (7,833,312)  $     (854,297)
                                              ================================================================================
</TABLE>

See accompanying notes to condensed consolidated financial statements.


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

                                                            2004        2003
                                                         -----------------------
                                                                     (Restated)
<S>                                                      <C>         <C>
Cash flows from operating activities:
  Net loss                                               $(192,624)  $ (205,869)
  Adjustments to reconcile net loss to cash provided by
   (used in) operating activities:
    Depreciation                                            10,018       11,097
    Amortization                                            25,000       19,367
    Issuance of stock for services                           3,353       20,007
    Changes in assets and liabilities:
      Accounts receivable - trade                           25,368      211,108
      Prepaid expenses                                      (1,485)       8,124
      Deposits                                                 124           --
      Accounts payable                                      48,102      (60,222)
      Due to directors, officers and employees              41,142          767
      Other current liabilities                              6,231       (1,669)
                                                         -----------------------
Cash provided by (used in) operating activities            (34,771)       2,710
                                                         -----------------------

Cash flows from investing activities:
  Purchase of fixed assets                                  (1,187)      (3,683)
                                                         -----------------------

Cash flows from financing activities:
  Collection of stock subscription receivable                9,000           --
  Interest accrued on long-term debt                        38,206           --
                                                         -----------------------
Cash provided by financing activities                       47,206           --
                                                         -----------------------
Net increase (decrease) in cash                             11,248         (973)
Cash and cash equivalents, beginning of period              72,408       65,493
                                                         -----------------------
Cash and cash equivalents, end of period                 $  83,656   $   64,520
                                                         =======================


Supplemental cash flow information:
  Interest paid                                          $  15,000   $   24,100
                                                         =======================

Non-cash transactions:
  Acquisition of Protegrity provider agreements          $      --   $  500,000
                                                         =======================
</TABLE>

See accompanying notes to consolidated financial statements.


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

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
September  30,  2004,  the  results  of  operations  for the three and six-month
periods  ended September 30, 2004 and 2003, and the cash flows for the six-month
periods  ended  September  30,  2004  and  2003.

     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,  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 September 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  September  30, 2004 and 2003, net loss would have been changed to the
pro  forma  amounts  indicated  below.

<TABLE>
<CAPTION>
                                                       For the Three Months Ended       For the Six Months Ended
                                                              September 30,                  September 30,
                                                    --------------------------------------------------------------
                                                         2004             2003           2004            2003
                                                    --------------------------------------------------------------
<S>                                                 <C>              <C>             <C>            <C>
Net loss:
  As reported                                       $      (92,651)  $    (176,204)  $   (192,624)  $    (205,869)
  Stock based compensation under fair value method          (7,424)        (19,737)       (14,849)        (39,474)
                                                    --------------------------------------------------------------
  Pro forma                                         $     (100,075)  $    (195,941)  $   (207,473)  $    (245,343)
                                                    ==============================================================

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


                                        8
<PAGE>
     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.


                                        9
<PAGE>
Note 2. Notes Payable

     Notes payable consisted of the following at:

<TABLE>
<CAPTION>
                                                                          September 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                                                               128,475      160,269
                                                                         ---------------  -----------

Total notes payable                                                           1,285,968    1,247,762

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

Long-term debt                                                           $    1,185,968   $1,147,762
                                                                         ===============  ===========
</TABLE>

     See  Note  3  "Commitments  and Contingencies" and Note 4 "Liquidity" 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.


                                       10
<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:

<TABLE>
<CAPTION>
Years Ending March 31,
----------------------
<S>                     <C>
     2005               $115,357
     2006                 52,023
                        --------
         Total          $167,380
                        ========
</TABLE>

     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  six-month  periods  ended  September 30, 2004 and 2003, Mr. Baldwin
earned  $39,000  and  $39,000,  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 September 30, 2004, incentive stock options to purchase 583,400
shares exercisable at $.23 per share that vest over a three-year period had been
granted.  388,932  of  these  stock options were exercisable as of September 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 September 30, 2004, incentive
stock options to purchase 941,500 shares exercisable at prices ranging from $.19
to  $.50 per share that vest over a three-year period were outstanding.  Of this
amount,  832,634 stock options were exercisable as of September 30, 2004.  As of
September  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


                                       11
<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 September 30, 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

     Three  clients  accounted for approximately 23.5%, 21.4% and 11.5% of sales
for  the six months ended September 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
September  30,  2004.  These  two  clients  represented  34.2%  and  13.1%,
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 $854,297 as of September 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 September 30, 2004, the
Company  had  available cash in non-restrictive accounts of $83,656 and negative
working  capital  of  $146,001.  As  of  September  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  September  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 $34,550 in interest
was  due  October  31,  2004  (the  "maturing notes").  On November 1, 2004, the
Company sold a new 10% convertible note to Mr. Baldwin in the amount of $135,000
due  April 2006 convertible at the rate of $.18 per share.  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 2006 convertible at a price of $.18 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.


                                       12
<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 $1,192,493 and accrued interest
due  in  April  2006.  The  Company is currently seeking sources of financing to
retire  these  notes, as it has no current means to pay the notes as they become
due.  If  the Company is unable to refinance these notes, it will be required to
raise  funds  to  retire  the notes, or it will be in default of the notes.  The
Company  has  no commitments for the needed funds to retire these notes, and the
failure  to raise such funds or refinance the notes could subject the Company to
a  claim  by  the  note  holders for repayment, which would materially adversely
affect  the  Company's  financial  condition.

     Excluding  these  notes,  management  believes  sufficient  cash  flow from
operations  will  be  available  during  the  next  twelve months to satisfy its
short-term  obligations.  The  Company  does  not  anticipate  any  funding
requirements for capital expenditures during the fiscal year 2005  The Company's
future growth is conditioned on the Company signing more employers, insurers and
others  for access to its provider network and obtaining a greater participation
by  consumers  who  are  covered  by  such  payors.  The Company will dedicate a
significant  portion  of  its  cash  flow  from  operations  to  the  continuing
development  and  marketing  of  its  provider  network.

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

Note 8.  Restatement

     The  Company  originally filed its September 30, 2003 and December 31, 2003
quarterly  financial statements valuing the common stock issued to Protegrity at
$175,00,  which  was the fair market value on the date of acquisition. Since the
Company  has agreed to purchase from Protegrity all of the shares Protegrity has
not  sold  by  July  2008  at $1.00 per share, the Company has valued the common
stock  issued  to Protegrity at $500,000. The balance sheet has been restated to
increase  the  intangible  asset  from $175,000 to $500,000 and the statement of
operations  has  been  restated  to reflect the increase in amortization expense
associated  with  the  acquisition.


                                       13
<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  September  30, 2004, and the Company's results of operations for the two
periods  ended  September  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 September 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


                                       14
<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  September  30,  2004,  the  Company  had  $437,500  of  unamortized
intangible  assets  resulting  from  the  acquisition of the Protegrity network.
Effective July 7, 2003, the Company purchased all healthcare provider agreements
from  Protegrity  Services,  Inc.,  ("Protegrity"),  a third party administrator
("TPA")  and  managed  care  organization.  The Company was acquiring healthcare
provider  agreements  in  order  to  expand  the  size  of  its  network.  This
acquisition  did  not  result  in  the  acquisition of clients or revenue.  This
acquisition of provider contracts was funded with the issuance of 500,000 shares
of  Company  common stock valued at $500,000, and because the Company would earn
revenue  in  the  future  from  the  acquired  provider  agreements, the Company
recorded  the  value  of  the stock issued as an intangible asset.  The value of
$500,000  attributed to the acquisition was based on the number of shares issued
multiplied  by  $1.00  per  share.  If  Protegrity  has  not  sold its shares of
Rockport by July 2008, the Company agreed to purchase from Protegrity at a price
of  $1.00  per  share  all  of  the  remaining  outstanding shares then owned by
Protegrity.  Amounts paid for provider agreements are being amortized to expense
on the straight-line method over the estimated useful lives of the agreements of
ten  years.  However,  intangible assets are subject to an impairment assessment
at  least  annually which may result in a charge to operations if the fair value
of  the  intangible asset is impaired which would have a negative impact on  the
Company's  financial  condition  and  results  would  be  negatively  affected.

     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


                                       15
<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
$14,849 of compensation expense and no affect in the Company's basic and diluted
earnings  per  share.

RESULTS  OF  OPERATIONS

Six Months Ended September 30, 2004 to Six Months Ended September 30, 2003

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

<TABLE>
<CAPTION>
                                                   2004         2003
                                                ------------------------
<S>                                             <C>          <C>
Revenue                                         $1,580,937   $1,595,404
  Cost of sales                                    513,576      511,800
                                                ------------------------
Gross profit                                     1,067,361    1,083,604
  Selling, general and administrative expenses   1,157,008    1,198,723
  Depreciation and amortization                     35,018       30,465
                                                ------------------------
Loss from operations                              (124,665)    (145,584)
Interest, net                                       67,959       60,285
                                                ------------------------
Net loss                                        $ (192,624)  $ (205,869)
                                                ========================
Net loss per share - basic and diluted          $    (0.01)  $    (0.01)
                                                ========================
</TABLE>

     Revenue.  The  Company's  source  of  revenue  is fees it receives from its
clients  and  their  customers  that access and utilize the Company's healthcare
provider  network  for  work-related  injuries  and  illnesses.  When an injured
employee  utilizes  a  healthcare provider within the Company's PPO network, the
employer realizes medical cost savings, which it would not have realized had the
employee  utilized  a  healthcare provider not within the Company's PPO network.
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


                                       16
<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 six months ended September 30, 2004, was $1,580,937 which
was  $14,467, or 1%, below revenue for the nine months ended September 30, 2003,
of  $1,595,404.  The reduction in revenue was primarily attributable to: (a) the
Company  lost  four  clients;  two  clients  went out of business, the following
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, also
lost  customers  and  the Company experienced a $41,000 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  $117,000  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 four clients
which  were  providing revenue during the 2003 period which have increased their
revenue  contribution  by  $260,000  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 six
months  ended  September  30,  2004.  Those clients were, Fair Isaac Corporation
which  contributed  23.5% of total revenue, Intracorp which contributed 21.4% of
total  revenue  and Bunch & Associates which contributed 11.5% 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 $1,776, or 1%, from $511,800 during the six months
ended  September 30, 2003, to $513,576 during the six months ended September 30,
2004.  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 six
months  ended September 30, 2004, cost of sales were comprised of network access
fees  of  $412,627,  sales  commissions  of $70,313 and commission overwrites of
$30,996.

     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 15,600 shares of its
restricted  common  stock  to Johnny Fontenot during the quarter ended September
30,  2004,  which  was  valued


                                       17
<PAGE>
at $1,014.  Additionally, for the quarter ended September 30, 2004, Mr. Fontenot
earned  sales  commissions  of  $4,977.  The Company issued 15,600 shares of its
restricted  common  stock  to Mike Catala during the quarter ended September 30,
2004,  for this bonus which was valued at $1,014.  Additionally, for the quarter
ended September 30, 2004, Mr. Catala earned sales commissions of $4,977.  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 six months ended
September  30,  2004,  Bannon  earned  $30,996.

     Gross profit.  The Company's gross profit decreased by $16,243, or 2%, from
$1,083,604  during the six months ended September 30, 2003, to $1,067,361 during
the  six months ended September 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  $41,715  from $1,198,723 during the six
months  ended  September  30,  2003,  to  $1,157,008 during the six months ended
September  30,  2004.

     -          Payroll  and related expenses decreased from $885,868 during the
          six months ended September 30, 2003, to $862,699 during the six months
          ended September 30, 2004. The primary reason for the reduction was the
          resignation  of  two  employees, which have not been replaced, and the
          voluntary  reduction of salary by an executive officer of the Company.
          This  was  partially  offset  by the addition of an employee in client
          services  and  an  additional  employee  in  administration.

     -          Professional  services,  which  are  comprised of accounting and
          audit,  legal,  investor  relations, consulting and other professional
          fees,  increased  from  $108,089 during the six months ended September
          30,  2003, to $110,148 during the six months ended September 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 $22,926, or 55%, from $41,716 during
          the  six  months  ended  September  30, 2003 to $18,790 during the six
          months  ended September 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.

     Net  loss.  The  Company  had a net loss for the six months ended September
30,  2004,  of $192,624, or $0.01 per share (basic and diluted), compared with a
net loss of $205,869, or $0.01 per share (basic and diluted), for the six months
ended  September  30,  2003.  As  discussed  above,  the primary component which
resulted in the loss for the six months ended September 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.


                                       18
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

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

<TABLE>
<CAPTION>
                                                       2004       2003
                                                     -------------------
<S>                                                  <C>        <C>
Net cash provided by (used in) operating activities  $(34,771)  $ 2,710
Net cash used in investing activities                $ (1,187)  $(3,683)
Net cash provided by financing activities            $ 47,206   $    --
</TABLE>

     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 six months ended
September  30,  2004,  was  $34,771 compared with net cash provided by operating
activities  of  $2,710  for the six months ended September 30, 2003.  This was a
decrease  of  $37,481 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
$192,624  and  a decrease on prepaid items of $1,485, which was partially offset
by  non-cash  charges  of  $38,371 and increases in accounts payable of $48,102,
amounts  due  to officers and directors of $41,142 and other current liabilities
of  $6,231.  Net  cash  provided  by  financing activities was $47,206 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 liabilities of
$38,206.

     Liquidity  and  Capital  Resources. The  Company  has funded its operations
through the sale of Company Securities, borrowing funds from outside sources and
conversion  of  employee,  director  and shareholder debt into restricted common
stock.  At September 30, 2004, the Company had available cash in non-restrictive
accounts  of  $83,656  and negative working capital of $146,001. As of September
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  September  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 $34,550 in interest
was  due  October  31,  2004  (the  "maturing notes").  On November 1, 2004, the
Company sold a new 10% convertible note to Mr. Baldwin in the amount of $135,000
due  April 2006 convertible at the rate of $.18 per share.  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 2006 convertible at a price of $.18 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 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.


                                       19
<PAGE>
     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. As discussed above, the Company has $1,192,493 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, 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

     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.


                                       20
<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  September  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.

                          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 September 30, 2004,
that  were  not  registered  under  the  Securities  Act.

     On  September  30,  2004, under the terms of a written contract executed by
the  Company, the Company issued 15,600 shares of common stock to Mike Catala in
consideration  of  marketing services valued at $1,014 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  September  30,  2004, under the terms of a written contract executed by
the Company, the Company issued 15,600 shares of common stock to Johnny Fontenot
in  consideration  of  marketing  services  valued  at  $1,014  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.

     During  the  quarter ended September 30, 2004, the Company did not make any
repurchases  if  its  common  stocks.

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
-----------  -----------

<S>          <C>
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)


                                       22
<PAGE>
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.

(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:  None



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)

November 11, 2004               /s/  Larry K. Hinson
                                ----------------------------------------
                                Larry K. Hinson
                                Chief Financial and Principle Accounting Officer
                                (Duly authorized officer)


                                       23
<PAGE>