<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

                                   (Mark One)

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES Exchange Act of 1934 for the
                     fiscal year ended December 31, 2003 or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES Exchange Act of 1934 for the
                   transition period from ________ to ________

                         Commission file number 0-22019

                               HEALTH GRADES, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                                 <C>
                              Delaware
                  (State or other jurisdiction of                                                62-1623449
                   incorporation or organization)                                   (I.R.S. Employer Identification No.)

                   44 Union Boulevard, Suite 600
                         Lakewood, Colorado                                                         80228
              (Address of principal executive offices)                                           (Zip Code)


                          Registrant's telephone number, including area code: (303) 716-0041

                            SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                        Title of each class                                       Name of each exchange on which registered
                                None                                                                None
</Table>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, par value $.001 per share
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy statement incorporated
by reference in Part III of this annual report on Form 10-K or any amendment to
this annual report on Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of June 30, 2003, the aggregate market value of the Common Stock held by
non-affiliates of the registrant was $2,976,257. Such aggregate market value was
computed by reference to the closing sale price of the Common Stock as reported
on the OTC Bulletin Board on such date. For purposes of making this calculation
only, the registrant has defined "affiliates" as including all directors and
beneficial owners of more than five percent of the Common Stock of the Company.

As of April 23, 2004 there were 25,020,990 shares of the registrant's Common
Stock outstanding.


<PAGE>



This amendment to Health Grades, Inc.'s ("HealthGrades") Form 10-K for the
fiscal year ended December 31, 2003 is being filed to set forth the information
required in Part III of Form 10-K.

PART III

ITEM 10. DIRECTORS OF THE REGISTRANT

DIRECTORS OF THE REGISTRANT

KERRY R. HICKS, age 44, one of our founders, has served as our Chief Executive
Officer and has been a director since our inception in 1995. He also served as
our President from our inception until November 1999 and since June 2001. From
1985 to 1995, he served as Senior Vice President of LBA Healthcare Management
(LBA).

PETER H. CHEESBROUGH, age 52, has served as one of our directors since December
1996. Since December 3, 2002, Mr. Cheesbrough has served as Chief Financial
Officer of Navigant Biotechnologies, a company that has developed a process for
the elimination of pathogens from blood used for transfusions. From October 2000
to November 2002, Mr. Cheesbrough was a self-employed consultant. From August
1999 through September 2000, Mr. Cheesbrough served as Senior Vice President
Finance and Chief Financial Officer of XCare.net, a company providing
internet-based business to business connectivity, information exchange and
electronic commerce applications solutions for healthcare. From June 1993 to
August 1999, Mr. Cheesbrough was the Senior Vice President-Finance and Chief
Finance Officer of Echo Bay Mines Ltd., a company engaged in precious metals
mining. Mr. Cheesbrough is a Fellow of the Institute of Chartered Accountants of
England and Wales and also a chartered accountant in Canada.

LESLIE S. MATTHEWS, M.D., age 52, has served as one of our directors since
December 1996. Since October 1994, Dr. Matthews has been an orthopaedic surgeon
at Greater Chesapeake Orthopaedic Associates, LLC, and since 1990, he has been
the Chief of Orthopaedic Surgery at Union Memorial Hospital.

JOHN QUATTRONE, age 51, has served as one of our directors since November 2000.
Mr. Quattrone has served as General Director of Human Resources for General
Motors North America Automotive Operations since 1995.

J.D. KLEINKE, age 42, has served as one of our directors since April 2002. Mr.
Kleinke has served as President and CEO for HSN, a privately-held health
information technology development company, since April 1998. From May 1992 to
February 1998, Mr. Kleinke served in various capacities for HCIA, Inc., a
healthcare information company that provides information products and services
to health care systems, managed care organizations and pharmaceutical companies.

Kerry R. Hicks and David G. Hicks, our Executive Vice President - Information
Technology, are brothers.

Health Grades, Inc., Kerry Hicks, our President and Chief Executive Officer,
David Hicks, our Executive Vice President - Information Technology, Sarah
Loughran, our Senior Vice President - Provider Services and certain of our
former executive officers, have agreed to take such actions (including in the
case of the individuals, voting their shares) as are in their control so that
(1) our Board of Directors is comprised of no more than eight members and (2)
one designee of Essex Woodlands Health Ventures Fund IV, L.P. ("Essex") is
elected to the Board of Directors. Essex has not exercised its right to
designate a director, but has designated an observer to attend meetings of our
Board of Directors.

AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Peter H. Cheesbrough is an "audit
committee financial expert" as that term is defined in Securities and Exchange
Commission regulations.

CODE OF CONDUCT

We have a Code of Conduct applicable to all of our officers, other employees and
directors. Among other things, the Code of Conduct is designed to deter
wrongdoing and to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and
professional relationships; to promote full, fair, accurate, timely, and
understandable disclosures in periodic reports required to be filed by us; and
to promote compliance with applicable governmental laws, rules and regulations.
The Code of Conduct provides for the prompt internal reporting of violations of
the Code of Conduct to an appropriate person identified in the Code of Conduct
and contains provisions regarding accountability for adherence to the Code of
Conduct. We intend to satisfy the disclosure requirements regarding any
amendment to, or waiver from, a provision of our Code of Conduct by disclosing
such matters in the Investor Relations section of our website.



<PAGE>



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

On December 31, 2001, we filed a Form 15 with the Securities and Exchange
Commission that resulted in the termination of registration of our common stock
under Section 12 of the Act. As a result, our officers, directors and holders of
more than 10% of our common stock are no longer subject to Section 16(a) of the
Act.


ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth certain information concerning the compensation
we paid during 2003, 2002 and 2001 to our Chief Executive Officer and the four
other most highly paid executive officers (collectively, the "named executive
officers") during the year ended December 31, 2003.

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                                  LONG TERM
                                                                                                COMPENSATION
                                                                                                    AWARDS
                                                                      ANNUAL COMPENSATION        -------------
                                                                ----------------------------     SECURITIES
                                                                                                 UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION                          YEAR          SALARY           BONUS         OPTIONS        COMPENSATION (1)
---------------------------------------------   -------------   -------------   -------------   -------------   -------------
<S>                                             <C>             <C>             <C>             <C>             <C>
Kerry R. Hicks                                           2003   $     285,499   $     220,205              --   $       6,000
   Chief Executive Officer                               2002   $     269,706   $       6,000       1,493,104   $       4,800
                                                         2001   $     269,706   $      67,250          61,719   $       4,800

David G. Hicks                                           2003   $     192,847   $      81,327              --   $       5,785
   Executive Vice President -                            2002   $     183,400   $       4,000         900,000   $       4,800
      Information & Technoloby                           2001   $     172,756   $      27,176          24,940   $       4,800

Peter Fatianow                                           2003   $     154,121   $      81,327              --   $       4,624
   Senior Vice President - Corporate Services            2002   $     149,800   $       4,000         600,000   $       4,614
                                                         2001   $     149,577   $      17,836          16,369   $       4,800

Sarah Loughran                                           2003   $     154,121   $      91,227              --   $       4,624
   Senior Vice President - Provider Services             2002   $     148,825   $       4,000         900,000   $       4,585
                                                         2001   $     149,577   $      17,836          16,369   $       4,800

Michael D. Phillips (2)                                  2003   $     254,735   $        --                --   $       3,750
   Senior Vice President - Provider Sales                2002   $     259,382   $        --           400,000   $       4,800
                                                         2001   $     215,186   $      15,900          15,900   $       4,800
</Table>

(1)      Includes amounts that we contributed for the account of the executive
         officers under our Retirement Savings Plan.

(2)      Annual salary for Mr. Phillips includes sales commissions of $129,735,
         $134,383 and $91,148 for 2003, 2002 and 2001, respectively.


<PAGE>



The following table sets forth certain information regarding stock options held
as of December 31, 2003 by the named executive officers. No options were granted
to the named executive officers in 2003, and the named executive officers did
not exercise any stock options in 2003.

                          FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
                               NUMBER OF SECURITIES             VALUE OF UNEXERCISED
                              UNDERLYING UNEXERCISED                IN-THE-MONEY
                                    OPTIONS AT                       OPTIONS AT
                                 FISCAL YEAR-END(#)             FISCAL YEAR-END($)(1)
                            -----------------------------   -----------------------------
NAME                         EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
-------------------------   -------------   -------------   -------------   -------------
<S>                         <C>             <C>             <C>             <C>
Kerry R. Hicks                  2,133,513         156,310   $     696,496   $      67,869

David G. Hicks                  1,134,808          90,132   $     416,591   $      40,910

Peter Fatianow                    656,367          60,002   $     272,727   $      27,273

Sarah Loughran                    929,094          87,275   $     409,091   $      40,910

Michael D. Phillips               374,236          41,664   $     186,376   $      20,461
</Table>


(1)      Based on $0.60, the closing price of our common stock as reported on
         the OTC Bulletin Board on December 31, 2003.


EMPLOYMENT AGREEMENTS

Mr. Kerry Hicks is employed by us under an employment agreement dated as of
April 1, 1996. The agreement is renewable automatically for one year periods
unless terminated by one of the parties. The agreement provided for Mr. Hicks to
receive an annual salary rate of $250,000 for 1998, with cost of living
increases for the years following 1998. In addition, the agreement provides for
annual incentive compensation equal to up to 100% of Mr. Hicks' base salary
based on performance targets established by the Board of Directors.

Mr. David Hicks is employed by us under an employment agreement dated as of
March 1, 1996. The agreement is renewable automatically for one year periods
unless terminated by one of the parties. The agreement provided for Messr. David
Hicks to receive an annual base salary of $144,000 for 1998, with cost of living
increases for the years following the third year. In addition, the agreement
provides for annual incentive compensation equal to up to 75% of his base salary
based on performance targets established by the Board of Directors. In
connection with Mr. David Hicks' appointment as Senior Vice President in 1999,
his base salary was increased to $172,500.

Under each of the employment agreements described above, in the event that the
officer is terminated without cause and there has been no change of control of
the Company, we will pay the officer his base salary for the remaining term of
the agreement and any earned but unpaid salary and incentive compensation. In
the event the officer is terminated with cause, regardless of whether there has
been a change of control, we will pay the officer his base salary for 60 days
following such termination. If the officer is terminated without cause upon a
change of control, he is entitled to receive a lump sum payment upon his
termination equal to 300% of his base salary plus 300% of his annual incentive
compensation for the prior year. Each agreement contains certain confidentiality
and non-competition covenants.



<PAGE>



COMPENSATION OF DIRECTORS

Effective June 25, 2003, we granted options to purchase 50,000 shares of our
common stock to each of our non-employee directors. The options have an exercise
price of $0.30 per share (the closing price per share of our Common Stock at the
date of grant) and terminate on June 25, 2013. The options vest in one-third
increments on each of the first through the third year anniversaries of the date
of grant

Effective January 1, 2004, members of the Board of Directors are paid $1,000 for
each meeting of the Board of Directors attended in person, and $500 for each
meeting attended by telephone conference, in addition to reimbursement of travel
expenses.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF OUR COMMON STOCK BY CERTAIN PERSONS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of April 23, 2004 by (i) each person
known to us to own beneficially more than five percent of our common stock
(including such person's address), (ii) the named executive officers, (iii) each
director and (iv) all directors and executive officers as a group.



<Table>
<Caption>
                                                                             Number of Shares                Percent of
    Name of Beneficial Owner                                                Beneficially Owned         Outstanding Shares (1)
    ---------------------------------------------------------------      -------------------------    -------------------------
<S>                                                                      <C>                          <C>
    Kerry R. Hicks (2)                                                                  4,348,644                        15.7%

    David G. Hicks (3)                                                                  1,675,666                         6.4%

    Peter Fatianow (4)                                                                  1,159,401                         4.5%

    Sarah Loughran (5)                                                                  1,606,331                         6.2%

    Mike Phillips (6)                                                                     577,963                         2.3%

    Peter H. Cheesbrough (7)                                                              177,678                            *

    Leslie S. Matthews, M.D.                                                              108,450                            *

    John Quattrone (8)                                                                     86,667                            *

    J.D. Kleinke (9)                                                                       66,667                            *

    Dr. Kirk Mauro (10)                                                                 1,458,700                         5.8%

    Essex Woodlands Health Ventures Fund IV, L.P. (11)                                  9,947,430                        37.6%

    All directors and executive officers as a group (12 persons) (12)                  10,564,594                        33.2%
</Table>


*        Less than one percent.

(1)  Applicable percentage of ownership is based on 25,020,990 shares of common
     stock outstanding on April 23, 2004. Beneficial ownership is determined in
     accordance with the rules of the Securities and Exchange Commission and
     means voting or investment power with respect to securities. Shares of
     common stock issuable upon the exercise of stock options exercisable
     currently or within 60 days of April 23, 2004 (unless otherwise noted) are
     deemed outstanding and to be beneficially owned by the person holding such
     option for purposes of computing such person's percentage ownership but are
     not deemed outstanding for the purpose of computing the percentage
     ownership of any other person. Except for shares held jointly with a
     person's spouse or subject to applicable community property laws, or as
     indicated in the footnotes to this table, each stockholder identified in
     the table possesses sole voting and investment power with respect to all
     shares of common stock shown as beneficially owned by such stockholder.

(2)  Includes 10,000 shares of common stock held by The David G. Hicks
     Irrevocable Children's Trust, warrants to purchase 350,000 shares and
     2,289,823 shares underlying stock options. Does not include 60,000 shares
     of common stock held by The Hicks Family Irrevocable Trust, for which
     shares Mr. Hicks disclaims beneficial ownership. Mr. Hicks' address is 44
     Union Blvd., Suite 600, Lakewood, Colorado 80228.

(3)  Includes warrants to purchase 17,500 shares and 1,124,940 shares underlying
     stock options.


<PAGE>



(4)  Includes 716,369 shares underlying stock options.

(5)  Includes 1,016,369 shares underlying stock options.

(6)  Includes 310,600 shares underlying stock options.

(7)  Includes 156,678 shares underlying stock options.

(8)  Includes 86,667 shares underlying stock options.

(9)  Includes 66,667 shares underlying stock options.

(10) The information regarding beneficial ownership of Dr. and Ms. Mauro is as
     of April 23, 2204 and was provided by Dr. Mauro. The address of Dr. and Ms.
     Mauro is 267 Rosehill Drive North, Tallahassee, FL 32312.

(11) Includes warrants to purchase 1,403,430 shares. The address of Essex
     Woodlands Health Ventures Fund IV, L.P. is 190 South LaSalle Street, Suite
     2800, Chicago, IL 60603.

(12) Include warrants to purchase 367,500 shares, 6,386,446 shares underlying
     stock options and 10,000 shares of common stock held by The David G. Hicks
     Irrevocable Children's Trust.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We entered into a Stock and Warrant Repurchase Agreement, dated March 11, 2003,
with Chancellor V, L.P. ("Chancellor"). Under the terms of the Stock and Warrant
Repurchase Agreement, we repurchased from Chancellor 12,004,333 shares of our
common stock and warrants to purchase 1,971,820 shares of our common stock for a
total purchase price of $500,000. Chancellor initially acquired the common stock
and warrants from us in two private transactions in 2000 and 2001. Immediately
prior to the repurchase, Chancellor's ownership of HealthGrades common stock
represented 33% of our outstanding common stock, and Chancellor's ownership of
HealthGrades common stock and warrants represented 36% of the our total
outstanding common stock (assuming full exercise of the warrants held by
Chancellor, but assuming no exercise of any other warrants or options).


<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                      HEALTH GRADES, INC.

Date: April 29, 2004                    By /s/ Kerry R. Hicks
                                           -----------------------
                                           Kerry R. Hicks
                                           Chief Executive Officer

Date: April 29, 2004                    By /s/ Allen Dodge
                                           -----------------------
                                           Allen Dodge
                                           Senior Vice President - Finance/CFO



<PAGE>



                                  EXHIBIT INDEX


<Table>
<Caption>
        EXHIBIT
        NUMBER                        DESCRIPTION
        -------                       -----------
<S>               <C>
         3.1      Form of Amended and Restated Certificate of Incorporation
                  (incorporated by reference to Exhibit 3.1 to our Annual Report
                  on Form 10-K for the year ended December 31, 2001.)

         3.2      Amended and Restated Bylaws (incorporated by reference to
                  Exhibit 3.2 to our Annual Report on Form 10-K for the year
                  ended December 31, 2001.)

         10.1*    1996 Equity Compensation Plan, as amended (incorporated by
                  reference to Exhibit 10.1 to our Annual Report on Form 10-K
                  for the year ended December 31, 2002.)

         10.2.1   Loan and Security Agreement dated May 10, 2002 by and between
                  Health Grades, Inc., Healthcare Ratings, Inc.,
                  ProviderWeb.net, Inc., and Silicon Valley Bank (incorporated
                  by reference to Exhibit 10.1 to our Quarterly Report on Form
                  10-Q for the quarter ended June 30, 2002.)

         10.2.2   Loan Modification Agreement dated March 11, 2003 by and
                  between Health Grades, Inc. and Silicon Valley Bank
                  (incorporated by reference to Exhibit 10.2.2 to our Annual
                  Report on Form 10-K for the year ended December 31, 2002.)

         10.3     Stock and Warrant Repurchase Agreement dated March 11, 2003
                  (incorporated by reference to Exhibit 10.3 to our Annual
                  Report on Form 10-K for the year ended December 31, 2002.)

         10.4*    Employment Agreement dated as of April 1, 1996 by and between
                  Specialty Care Network, Inc. and Kerry R. Hicks (incorporated
                  by reference to Exhibit 10.3 to our Registration Statement on
                  Form S-1 (File No. 333-17627))

         10.5.1*  Employment Agreement between Specialty Care Network, Inc. and
                  David Hicks, dated March 1, 1996 (incorporated by reference to
                  Exhibit 10.8 to our Registration Statement of Form S-1 (File
                  No. 333-17627))

         10.5.2*  Amendment to Employment Agreement between Specialty Care
                  Network, Inc. and David Hicks, dated December 2, 1997.
                  (incorporated by reference to Exhibit 10.8.1 to our Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  1997)

         23.1     Consent of Grant Thornton LLP (incorporated by reference to
                  Exhibit 23.1 to our Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2003)

         23.2     Consent of Ernst & Young LLP (incorporated by reference to
                  Exhibit 23.2 to our Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2003)

         31.1/\   Certification of the Chief Executive Officer pursuant to Rule
                  15d-14(a) under the Securities Exchange Act.

         31.2/\   Certification of the Chief Financial Officer pursuant to Rule
                  15d-14(a) under the Securities Exchange Act.

         32.1     Certification of the Chief Executive Officer pursuant to Rule
                  15d-14(b) under the Securities Exchange Act (incorporated by
                  reference to Exhibit 32.1 to our Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2003).

         32.2     Certification of the Chief Financial Officer pursuant to Rule
                  15d-14(b) under the Securities Exchange Act (incorporated by
                  reference to Exhibit 32.2 to our Annual Report on Form 10-K
                  for the fiscal year ended December 31, 2003).
</Table>


*  - Constitutes a management contract, compensatory plan or arrangement
     required to be filed as an exhibit to this report.

/\ - Filed herewith.