UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]  ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                    For the fiscal year ended March 31, 2003
                                              --------------

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 0-23514
                                                -------

                         ROCKPORT HEALTHCARE GROUP, INC.
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

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


   50  Briar  Hollow  Lane,  Suite  515W,  Houston,  Texas       77027
   ----------------------------------------------------------------------------
        (Address  of  principal  executive  offices)           (Zip Code)

   Registrant's telephone number, including area code:          (713) 621-9424
                                                                --------------

      Securities registered pursuant to Section 12(b) of the Act:     None
                                                                      ----

    Securities registered pursuant to Section 12(g) of the Act:  Common Stock

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

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB. [x]

     Issuer's  revenues  for  the  fiscal  year  ended  March  31,  2003,  were
$3,746,919.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the Issuer as of May 31, 2003, based upon the average bid
and  asked  price  as  of  such  date,  was  $1,377,440.

     The  Registrant's  common  stock  outstanding  as  of  May  31,  2003,  was
13,626,302  shares

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

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


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


                                      INDEX

                                                                                   PAGE NO.
                                                                                   --------
<S>       <C>       <C>                                                            <C>
PART I    Item 1.   Description of Business                                               3
          Item 2.   Description of Property                                               8
          Item 3.   Legal Proceedings                                                     9
          Item 4.   Submission of Matters to a Vote of Security Holders                   9

PART II   Item 5.   Market for Common Equity and Related Stockholder Matters             10
          Item 6.   Management's Discussion and Analysis and Results of
                      Operations and Financial Condition                                 11
          Item 7.   Financial Statements                                                 18
          Item 8.   Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure                                33

PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                  33
          Item 10.  Executive Compensation                                               35
          Item 11   Security Ownership of Certain Beneficial Owners and
                      Management                                                         37
          Item 12.  Certain Relationships and Related Party Transactions                 38

PART IV   Item 13.  Exhibits and Reports on Form 8-K                                     40
          Item 14.  Controls and Procedures                                              41
</TABLE>


                                        2
<PAGE>
     Some  of  the  statements  contained  in  this  report  discuss  future
expectations,  contain  projections  of  results  of  operations  or  financial
condition,  or  state other "forward-looking" information.  The words "believe,"
"intend,"  "plan,"  "expect,"  "anticipate,"  "estimate,"  "project" and similar
expressions  identify  such statement was made.  These statements are subject to
known  and  unknown risks, uncertainties, and other factors that could cause the
actual  results  to differ materially from those contemplated by the statements.
The forward-looking information is based on various factors and is derived using
numerous  assumptions.  Important  factors that may cause results to differ from
projections  include,  for  example:

-    the  Company's  ability  to forge contractual relationships with healthcare
     providers  and  clients;
-    the  Company's  ability  to  convince  customers  of its current clients to
     access  the  Company's  provider  network;
-    continued  efforts  to  control covered workers' compensation claims costs;
-    potential  regulatory  intervention,  if  the  Company fails to comply with
     regulatory  requirements;
-    proposed  future  efforts  to control administrative costs, future provider
     utilization  rates;
-    future  government  regulations;
-    the  ability  of  the  Company  to  price  its  services  competitively;
-    sources  for sufficient additional capital to meet the Company's growth and
     operations;  and
-    the  failure  to  properly  manage  and  successfully  integrate additional
     providers  and/or  clients.

     The  Company  does  not  promise  to  update forward-looking information to
reflect  actual  results  or  changes in assumptions or other factors that could
affect  those  statements.  Future  events  and  actual  results  could  differ
materially  from  those  expressed  in,  contemplated  by,  or  underlying  such
forward-looking  statements.

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

OVERVIEW

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

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

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


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

     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the District of Columbia.  As of March 31, 2003, the Company has in
excess  of  280,000  healthcare  providers nationwide that serve its clients and
their  customers  for  their  injured employees' care.  Should a client or their
customer  have  particular  needs  in  an  under-served  market, Rockport or its
network  partner has a skilled team of experienced network development personnel
capable  of  custom  building  the  under-served  market  for  the  client.

ORGANIZATIONAL  HISTORY

     The  Company  was  incorporated in the State of Delaware on May 4, 1992, as
Protokopus  Corporation.  On  December 17, 1997, the Company acquired all of the
issued  and  outstanding  common  stock  of The Rockport Group of Texas, Inc., a
Nevada  corporation,  in  a  business  combination  accounted  for  as a reverse
acquisition.  On  January 18, 1998, the Company changed its name from Protokopus
Corporation  to  Rockport  Healthcare  Group,  Inc.

     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.
Rockport  Preferred,  Inc.  is  a  dormant  subsidiary,  which  has  no  ongoing
operations.

THE  COMPANY'S  PRODUCTS  AND  SERVICES

     The Company assists its clients in decreasing medical costs associated with
workers'  compensation by providing these clients referral products and services
to  access  the  Company's  network  of healthcare professionals and facilities,
which  the  Company markets as Rockport United Network sm.  The provider network
is  referred  to  as  a  preferred  provider  organization  ("PPO").

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

     Rockport  United  Network(sm)  is  designed to reduce the price paid by the
Company's  clients  for  medical  services by offering the Company's clients the
discounts  the  Company  has  negotiated  with  its  healthcare  providers.  The
healthcare  providers  are  willing  to  accept  a discount for medical services
because  the  Company  has  developed referral tools and resources to assist the
Company's  clients in directing an injured employee to the healthcare provider's
place of practice and/or facility.  The client realizes medical cost savings due
to  the  reduced  cost  of  healthcare  services  provided  by the Company's PPO
network.  The  discounts  obtained by the Company from its network of healthcare
provider's  range  from  as  low  as a 2% to as high as a 30% reduction from the
state  fee schedule or usual and customary allowables. Typically, the agreements
the Company has with its participating providers are short-term in nature, which
is  standard  within the healthcare industry.  The initial term of the agreement
is  for  a  period  of  one year with automatic one-year renewals, unless sooner
terminated in accordance with the terms of the agreement.  The agreements may be
terminated  by  either  party  upon  thirty days prior written notice if certain
conditions  exist  such as: the provider's inability to continue the practice of
medicine,  the  insolvency of either party or certain unforeseen events.  Absent
the  previous  conditions,  either  party may, without cause upon 120 days prior


                                        4
<PAGE>
written  notice,  terminate  the  agreements.  The  discounts  obtained from the
providers, due to the short-term nature of the agreements, are not guaranteed in
the  long-term.

     The  Company  provides  its  PPO  network, Rockport United Network sm., for
work-related  injuries  and  illnesses  to  its  clients  and  their  customers.
Typically,  Rockport's  clients  are  property and casualty insurance companies,
employers,  bill  review/medical  cost  containment  companies,  managed  care
organizations,  software/bill  review  companies and third party administrators.
Currently,  the  Company  provides  its PPO network exclusively for work-related
injuries  and  illnesses.

     The  Company  negotiates  its  percentage of medical cost savings fees with
each of its clients individually based upon the amount of potential business the
Company  will  realize  from  the  client.  These  fees  constitute  all  of the
Company's  revenue.  Typically,  the  initial  term of the agreement between the
Company and its clients is for a period of one year and upon mutual agreement by
both  parties may be extended for successive one-year periods.  Either party may
terminate  the  agreement with or without cause by giving the other party ninety
days  prior written notice.  Due to the short-term nature of the agreements with
its  clients,  should  a  client  terminate  its agreement with the Company, the
resulting  loss  of  revenue  could have a material adverse impact on the future
earnings  of  the  Company.  The  short-term nature of the agreements is typical
within  the  healthcare  industry.

     The  healthcare  providers  selected by the Company for its PPO network are
selected  on  the  basis  of  their  clinical qualifications, type of specialty,
location  and  their  adherence  to industry standards of care and service.  The
Company ensures that the healthcare providers are geographically appropriate and
readily  accessible.  The  Company  has  increased  the  number  of  healthcare
providers  that  are  a  part  of  its  PPO network which, as of March 31, 2003,
consists  of in excess of 280,000 physicians, hospitals and ancillary and allied
healthcare  providers  in  all  50  states  and  the  District  of  Columbia.

     The Company has entered into agreements with various national, regional and
state  networks,  which  the  Company considers its "network partners," that are
included  in  the Company's network, Rockport United Network sm., to be accessed
in  those  states  or  geographic  areas  where  the Company requires additional
coverage and specialties for its clients.  As of March 31, 2003, the Company had
network  access agreements with the following network partners, which listing is
followed  by  the  jurisdictional  coverage:

     Network Partner                  Jurisdictional Coverage
     ---------------                  -----------------------
     Ascentra                         Nevada
     Consumer Health Network          New Jersey
     Devon Health Services            Pennsylvania
     Evolution Healthcare Systems     Regional - multi-state
     F.A. Richard                     Louisiana
     Gaston & Loughlin                Georgia
     Health's Finest Network          Illinois
     Heritage Summit                  Florida
     ppoNext West                     Regional - multi-state
     PPO Oklahoma                     Oklahoma
     USAMCO - WIN                     National - exclusive
     Virginia Health Network          Virginia

     The Company negotiates various fee reimbursements with its network partners
which  are  normally  a  percentage of the revenue the Company receives from its
clients.  Typically,  the  agreements  the Company has with its network partners
are  short-term in nature, which is typical within the healthcare industry.  The
initial term of the agreements are for a one-year period with automatic one-year
renewals unless terminated by either party upon thirty days written notice prior
to  the  anniversary  date.  Either  party may terminate the agreement for cause
upon  providing  the  other  party  120  days prior written notice.  The Company
intends  to  further develop its healthcare network in markets where it requires
additional  healthcare  providers  through  the  use  of  its  in-house  network
development  staff  and by identifying additional network partners to complement
the  existing  PPO  network.

     The  Company  has developed a product as a healthcare provider locator tool
custom  designed  for  identifying  a  healthcare provider by name, specialty or


                                        5
<PAGE>
location.  This  product  enables a client the ease of quickly locating a choice
of  healthcare providers within any given zip code and distance from the injured
employee.  This  product is an aid to the Company's clients and is provided free
of  charge.  This  product  allows  the  client  to  offer  informed  choice and
expedient  care for the injured employee while referring the injured employee to
a  healthcare  provider  within  the Company's PPO network.  This product can be
accessed  from  the  Company's  web  site  or a client may contact the Company's
client  services  to  have  a  search  performed  for them.  The Company has not
applied  for  a  patent  on  this  product.

     The Company maintains a web site at www.rockporthealthcare.com.  Within its
                                         --------------------------
web  site  are  details  about  the  Company, its leadership, national position,
mission,  goals  and  commitments  and a description as to why it is unique when
compared to its competition.  Within the web page entitled "Client Services" its
clients  and  customers  are  able to locate a healthcare provider, review total
providers  by state, print a provider directory, nominate a provider to become a
part  of  the  Company's  PPO  network  and obtain assistance from the Company's
client services staff in customizing a provider panel that can be located at the
employer's work-site.  The healthcare provider demographics (i.e. name, address,
telephone  number, specialty, hours, etc.) located on the Company's web site are
in  a  secure environment with access provided only to the Company's clients and
their  customers for locating purposes.  Within the investor relations web page,
current  and  potential  investors  are  able  to  obtain  information about the
Company,  read  press  releases  about  the Company, obtain stock quotes and SEC
filings  via  links  to  bloomberg.com  and  www.sec.gov  and  obtain answers to
                         -------------       -----------
frequently  asked  questions  ("FAQ's").  The  information  contained  in  the
Company's  web  site  is  not  part  of  this  annual  report.

     With  respect to the source of the Company's revenue, the Company had three
clients,  each  which  provided  more  than 10% of the Company's revenue for the
fiscal  year ended March 31, 2003.  Those clients were Health Net Plus (formerly
EOS Group) which contributed 10.2% of total revenue, Intracorp which contributed
29.8%  of  total revenue and Fair Isaac & Co. (formerly HNC Insurance Solutions,
Inc.)  which  contributed  20.4%  of  total  revenue.

     The  effective  date of the agreement with Health Net Plus was September 1,
1999,  for  a  period  of  one  year  with  automatic  one-year  renewals unless
terminated  as  set  forth  in  the  agreement.  The agreement may be terminated
without  cause  by giving the other party 180 days prior written notice of their
intent  to terminate.  The agreement may also be terminated as of any other date
mutually  agreed  to in writing by the parties, may be terminated immediately if
either  party  materially  defaults  in  the  performance  of a provision of the
agreement  and such default continues for a period of fifteen days after written
notice  is  given  to  the  defaulting  party  or  if  certain  conditions  of
non-performance  apply.  The  Company  received  as a fee from Health Net Plus a
negotiated  percentage  of  the medical cost savings realized by Health Net Plus
for  accessing  the  Company's  PPO  network.

     The  effective date of the agreement with Intracorp was August 1, 2001, for
a  period  of one year with automatic one-year renewals unless terminated as set
forth in the agreement.  Intracorp may terminate the agreement for any reason by
giving  the Company 90 days prior written notice of its intent to terminate.  In
the  event  of  a  material breach of the agreement, the non-breaching party may
terminate  the  agreement by giving the other party 30 days prior written notice
of  intent  to  terminate.  The  Company  received  as  a  fee  from Intracorp a
negotiated  percentage  of  the  medical  cost savings realized by Intracorp for
accessing  the  Company's  PPO  network.

     The  effective  date  of  the agreement with Fair, Isaac, Inc. was July 28,
1999,  for  a  period  of  one  year  with  automatic  one-year  renewals unless
terminated  as  set  forth  in  the  agreement.  Either  party may terminate the
agreement  for any reason by giving the other party 90 days prior written notice
of its intent to terminate.  In the event of a material breach of the agreement,
the non-breaching party may terminate the agreement by giving the other party 30
days prior written notice of intent to terminate.  The Company received as a fee
from  Fair  Isaac  &  Co.  a  negotiated  percentage of the medical cost savings
realized  by  Fair  Isaac  &  Co.  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
continue  to  increase  as  it  implements  these  new  clients  and  customers.


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<PAGE>
COMPETITION

     The  Company  faces  competition  on  a national basis primarily from three
national  managed  care  organizations  ("MCOs").  Whereas, the only product the
Company  offers  to  its  clients  is  access  to  its  national  PPO network of
healthcare  providers  for  workers'  compensation,  the  Company's  national
competitors  provide  access  to  their  provider  networks in addition to other
services.  The  Company's  competitors provide medical cost containment, managed
care  and  bill  review  services  in  addition  to access to their national PPO
network.  The Company believes that by providing only one product, access to its
Rockport  United  Network  sm  preferred  provider organization, the Company can
compete  on a national scale with its competitors.  The Company believes this to
be  true,  as  a  majority  of  its clients are MCOs, third party administrators
("TPAs")  and  bill  review  companies,  services  which  are  provided  by  its
competitors.  The  Company  offers access to its provider network to its clients
in  a  non-competitive  relationship.

     The  Company's  competitors  are  significantly  larger  and  have  greater
financial  strength  and  marketing resources than the Company.  There can be no
assurance that the Company will continue to maintain its existing performance or
be  successful with any new products.  These competitive factors could adversely
effect  the  Company's  financial  results.  The  Company  will  be  subject  to
significant  competition  in  any  new  geographic  areas  it  may  enter.

     The  Company  believes  that,  as  managed care techniques continue to gain
acceptance  in  the  workers'  compensation  marketplace,  competitors  will
increasingly  consist  of nationally directed workers' compensation managed care
service  companies, insurance companies, HMOs and other significant providers of
managed  care  products.  Legislative reforms in some states permit employers to
designate  health  plans  such  as  HMOs and PPOs to cover workers' compensation
claimants.  Because  many  health plans have the ability to manage medical costs
for  workers' compensation claimants, such legislation may intensify competition
in  the  market  served  by  the  Company.

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND LICENSES

     The  Company  has  made  significant  investments  in  the  development and
maintenance  of  its  proprietary data.  The Company does not own any patents or
federally  registered  copyrights relating to its databases.  The Company relies
largely  on  its  own  security systems, confidentiality procedures and employee
nondisclosure  agreements  to  maintain the confidentiality and trade secrecy of
its proprietary data.  Misappropriation of the Company's proprietary information
or  independent  development  of  similar  products  may have a material adverse
effect  on  the  Company's  competitive  position.

     The  Company's  management  information  systems  (the "MIS") is a critical
component  in  its  operations  because  the  information  processed and derived
through  the  MIS  enables  the  Company  to reprice discount rates for provider
services  and  monitor and produce management utilization reports.  In addition,
the  MIS  is  critical  to  the  timely,  efficient  processing and/or review of
provider  bills.  The Company maintains the rate data it has negotiated with its
providers  within  its  PPO bill repricing software.  The medical bills received
from  its  clients are then matched against the rates maintained by the Company.
Once  there  is  a  match  between  the  medical  bill  and one of the Company's
providers, a savings is generated.  It is this savings which provides revenue to
the Company and savings to the Company's clients.  The MIS also produces reports
which  are  utilized  by the Company, its clients and providers to monitor costs
associated  with  workers' compensation.  The Company relies on a combination of
trade  secrets  and  confidentiality  measures  to  establish  and  protect  its
proprietary  rights  to  the  MIS.  There can be no assurance, however, that the
legal  protections  and the precautions taken by the Company will be adequate to
prevent  misappropriation  of  the  Company's  technology.  In  addition,  these
protections  and  precautions  will not prevent development by independent third
parties  of  competitive technology or products, and some companies have already
developed  products  which,  to  some extent, perform functions similar to those
performed  by  the  MIS.

     The  Company  has developed a product as a healthcare provider locator tool
custom  designed  for  identifying  a  healthcare provider by name, specialty or
location.  This  product  enables a client the ease of quickly locating a choice
of  healthcare providers within any given zip code and distance from the injured
employee.  This  product is an aid to the Company's clients and is provided free
of  charge.  This  product  allows  the  client  to  offer  informed  choice and
expedient  care for the injured employee while referring the injured employee to
a  healthcare  provider  within  the Company's PPO network.  This product can be
accessed  from  the  Company's  web site or the client can contact the Company's


                                        7
<PAGE>
client services to perform a search for a provider.  The Company has not applied
for  a  patent  on  this  product.

GOVERNMENT  REGULATION

     Under  the  current  workers'  compensation  system,  employer insurance or
self-funded coverage is governed by individual laws in each of the 50 states and
certain  federal  laws.  Although  the  area  of  managed  healthcare is heavily
regulated,  the  Company  is  not  currently  subject  to any specific licensing
requirements  at the federal or state level.  The various network providers that
the  Company  contracts with are regulated, and the Company's ability to utilize
these  networks  is  contingent  on  the  continued eligibility of these network
providers to provide services.  The failure of these providers to maintain their
eligibility  could  adversely  affect  the  Company's  breadth  of  providers.

     The  Company's  activities  are  regulated  principally at the state level,
which  means  the  Company  may  be  required  to comply with certain regulatory
standards  which  differ  from  state to state.  Although the laws affecting the
Company's  operations vary widely from state to state, these laws fall into four
principal  categories:  (i)  laws that require licensing, certification or other
approval  of  businesses  that  provide  managed  healthcare services; (ii) laws
regulating  the  operation  of  managed  care provider networks; (iii) laws that
restrict  the methods and procedures that the Company may employ in its workers'
compensation  managed  care  programs; and (iv) proposed laws which, if adopted,
would  have  as  their objective the reform of the healthcare system as a whole.

     It is impossible to predict if proposals calling for broad insurance market
reform  will  be  reintroduced  in  Congress  or in any state legislature in the
future,  or  if any such proposal may be enacted.  At both the federal and state
levels,  there  is  also growing interest in legislation to regulate how managed
care  companies  interact  with  providers and health plan members.  The Company
cannot  predict  what  effect federal or state healthcare legislation or private
sector initiatives will have on its provider network, although management of the
Company  believes  the  Company  may benefit from some proposals which favor the
growth  of  managed  care.  There  can  be  no  assurance that future healthcare
reforms  or  PPO  regulations  will  not  be adopted which would have a material
adverse  affect  on  the  Company.

     The  Company  anticipates that federal and state legislatures will continue
to  review  and assess alternative healthcare systems and payment methodologies.
The  Company is unable to determine to what extent PPOs and TPAs will be part of
any  managed  care  initiatives  of the federal and state governments or private
sector  initiatives,  as  there  is  increasing  emphasis  on  market-driven
modifications.  Further,  the  Company  is  unable to determine the favorable or
unfavorable  impact,  if  any,  they  would  have  on  the Company's operations.

EMPLOYEES

     As  of May 31, 2003 the Company had 20 employees, with 19 employees located
in  Houston,  Texas  and  one  employee  located  in Tampa, Florida.  All of the
Company's  employees  are  full-time.  The  Company has no collective bargaining
agreements  with  any  unions  and  believes that its overall relations with its
employees  are  good.

VOLATILITY  OF  STOCK  MARKET

     There  have  been  significant  fluctuations  in  the  market price for the
Company's  common  stock.  Factors such as variations in the Company's revenues,
earnings  and  cash  flow,  general  market  trends in the workers' compensation
managed  care  market  and  announcements  of innovations or acquisitions by the
Company  or  its competitors could cause the market price of the common stock to
fluctuate  substantially.  In  addition,  the stock market has experienced price
and  volume  fluctuations  that  have  particularly  affected  companies  in the
healthcare and managed care markets, resulting in changes in the market price of
the  stock  of  many  companies  which may not have been directly related to the
operating  performance  of  those companies.  Such broad market fluctuations may
adversely  affect  the  market  price  of  the  Company's  common  stock.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     The  Company's executive and administrative offices are located at 50 Briar
Hollow  Lane,  Suite  515W, Houston, Texas 77027, which facilities are leased by
the  Company  from  an  unaffiliated  third party.  The Company's lease on these


                                        8
<PAGE>
premises  covers 12,219 square feet and expires on June 30, 2005.  The Company's
monthly lease payment on its leased office space as of March 31, 2003 is $16,831
and  increases  to  $17,341  on  July  1,  2003  through  the  end of the lease.

     The  Company  believes  that  the  current  facilities are adequate for its
present  needs.  Furthermore,  the  Company believes that suitable additional or
replacement  space  will  be  available when required on terms acceptable to the
Company.  The  Company  has  no  present  intent  to invest in real estate, real
estate  mortgages  or  persons  primarily  engaged  in  real  estate activities,
however,  the  Company  may  change  this  policy  at any time without a vote of
security  holders.

ITEM  3.  LEGAL  PROCEEDINGS

     In January 2003, the Company was named as a defendant in the District Court
of  El  Paso  County,  Colorado  by William W. Wollenberg.  Mr. Wollenberg was a
former  employee  of  the Company, and has alleged that the Company breached the
terms  of  an  employment  agreement  with Mr. Wollenberg in connection with the
agreement's  expiration.  Mr.  Wollenberg  is  seeking  monetary  damages in the
amount of $1,080,000.  Shortly after the suit was filed, the Company removed the
case  to  federal  court  in Denver, Colorado.  Because the Company believes the
claims are without merit, it has filed a motion for summary judgement seeking to
dismiss  the  lawsuit  based on the express wording of the agreement.  The court
has  yet  to  rule  on the motion for summary judgement.  The Company intends to
continue  vigorously  defending  the  suit.

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were submitted during the fourth quarter of the period covered
in  this  report  to  a  vote  of  shareholders.


                                        9
<PAGE>
                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     On  February  12, 1999, the Company's common stock began trading on the OTC
Bulletin  Board  market  under  the symbol "RPHL".  The market for the Company's
common stock on the OTC Bulletin Board is limited, sporadic and highly volatile.
The following table sets forth the approximate high and low closing sales prices
per  share  as reported on the OTC Bulletin Board for the Company's common stock
for  the  last  two  fiscal  years.  The quotations reflect inter-dealer prices,
without  retail  markups,  markdowns or commissions and may not represent actual
transactions.

Fiscal Year 2003:                      High    Low
                                       -----  -----
     Quarter Ended March 31, 2003 . .  $0.49  $0.16
     Quarter Ended December 31, 2002.  $0.75  $0.15
     Quarter Ended September 30, 2002  $0.37  $0.15
     Quarter Ended June 30, 2002. . .  $0.35  $0.22


Fiscal Year 2002:                      High   Low
                                       -----  -----

     Quarter Ended March 31, 2002 . .  $0.40  $0.11
     Quarter Ended December 31, 2001.  $0.55  $0.29
     Quarter Ended September 30, 2001  $0.59  $0.23
     Quarter Ended June 30, 2001. . .  $0.51  $0.25

     As of June 27, 2003, there were approximately 375 stockholders of record of
the  Company's  common  stock,  which  figure  does  not  take  into account the
shareholders  whose  certificates  are  held  in the name of broker-dealers. The
Company  has  neither  declared nor paid any cash dividends to date. The Company
does  not  anticipate paying dividends in the foreseeable future until such time
as  the Company has sufficient cash flow from operations to justify payment of a
dividend.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the Company during the fiscal quarter ended March 31, 2003, that
were  not  registered  under  the  Securities  Act.

     On  March  31,  2003, under the terms of a written contract executed by the
Company,  the  Company  issued  12,003  shares of common stock to Mike Catala in
consideration  of  marketing services valued at $2,281 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2003, under the terms of a written contract executed by the
Company,  the Company issued 12,003 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $2,281 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2003, under the terms of a written contract executed by the
Company,  the  Company  issued  150,000  shares  of  common stock to Winterbrook
Healthcare  Management  in consideration of a network access agreement valued at
$28,500  pursuant  to  the  exemption provided by Section 4(2) of the Securities
Act.

     The  above  transactions  were completed pursuant to either Section 4(2) of
the  Securities  Act  or  Rule  506 of Regulation D of the Securities Act.  With
respect  to  issuances  made pursuant to Section 4(2) of the Securities Act, the
transactions  did  not  involve  any  public offering and were sold to a limited
group of persons.  Each recipient either received adequate information about the
Company  or  had  access,  through  employment  or  other relationships, to such
information,  and  the Company determined that each recipient had such knowledge
and experience in financial and business matters that they were able to evaluate
the  merits  and  risks  of  an  investment  in  the  Company.


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

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

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND RESULTS OF OPERATIONS AND
          FINANCIAL  CONDITION

     The  following discussion and analysis of the Company's financial condition
as  of  March 31, 2003, and the Company's results of operations for the years in
the two-year period ended March 31, 2003 and 2002, should be read in conjunction
with  the  Company's audited consolidated financial statements and notes thereto
included  elsewhere  in  this  report.

OVERVIEW

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

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

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

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

     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the District of Columbia.  As of March 31, 2003, the Company has in
excess  of  280,000  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.


                                       11
<PAGE>
CRITICAL  ACCOUNTING  POLICIES

     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, the revenue is realized and
collection  is  reasonably  assured.  Refer  to  Note  2 "Summary of Significant
Accounting Policies" to the financial statements included elsewhere herein for a
description  of  the  Company's  revenue  recognition  policy.

     See  Note  2  "Summary of Significant Accounting Policies" to the financial
statements  included  elsewhere  within this report for the Company's additional
critical  accounting  policies.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The  following table sets forth certain operating information regarding the
Company  for  the  years  ended  March  31,  2003  and  2002:

<TABLE>
<CAPTION>
                                                 March 31,
                                          ------------------------
                                             2003         2002
                                          ------------------------
<S>                                       <C>         <C>
Revenue                                   $3,746,919  $ 1,791,715
    Cost of sales                          1,042,483      460,493
                                          ------------------------
Gross profit                               2,704,436    1,331,222
    General and administrative expenses    2,332,660    2,607,160
    Depreciation and amortization             37,462       39,128
                                          ------------------------
Income (loss) from operations                334,314   (1,315,066)
    Interest, net                            115,933       74,107
                                          ------------------------
Net income (loss)                         $  218,381  $(1,389,173)
                                          ========================
Net income (loss) per share:
    Basic and diluted                     $     0.02  $     (0.10)
                                          ========================
</TABLE>

     YEAR ENDED MARCH 31, 2003 TO YEAR ENDED MARCH 31, 2002
     ------------------------------------------------------

     Revenue.  The  source of the Company's revenue is fees it receives from its
clients  and clients' 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.

     Two  key  components  of  increased  revenue  are  the number of in-network
medical  bills  from contracted healthcare providers processed during the period
and  the  number  of  healthcare  providers  within  the  Company's PPO network.
Medical  bills  are  bills  for services rendered for an injured employee by the
Company's  contracted  healthcare  providers.  Medical  bills  are processed two
different  ways  for  the  Company's clients.  The Company processes the medical
bills  and  reprices  them in accordance with the contract terms the Company has
with  its  healthcare  providers  utilizing  its proprietary software system and
provides  data  management  for  its  clients.  The second way medical bills are
processed  is  when the Company's clients perform repricing of the medical bills
using  the  Company's  contract  terms  with its healthcare providers within the
clients'  software systems.  The number of in-network medical bills processed by
the  Company increased by 41% from 162,155 bills during the year ended March 31,


                                       12
<PAGE>
2002,  to  229,196  bills during the year ended March 31, 2003.  During the same
time  period,  the number of in-network medical bills processed by the Company's
clients  within  their  software systems increased by 244% to 569,813 bills from
165,901 bills during the 2002 period.  Total in-network medical bills processed,
both  by  the  Company and the Company's clients, increased by 144% from 328,056
during the year ended March 31, 2002, to 799,009 during the year ended March 31,
2003.

     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 or through strategic network alliances with
third  party  networks,  which  it refers to as "network partners".  The Company
utilizes its own network development staff to enhance its PPO network and custom
build  in  a  market  for  a  given client.  As of March 31, 2003, the Company's
network consisted of over 280,000 physicians, hospitals and ancillary healthcare
providers in all 50 states and the District of Columbia.  This is an increase of
approximately  18,000  healthcare  providers  over  the same period in the prior
year.  Costs  associated  with  developing the Company's networks are charged to
expense  when  incurred  and are included in selling, general and administrative
expenses.

     At  the  end of the fiscal year ended March 31, 2003, the number of clients
and  their  customers utilizing the Company's provider networks had increased to
240,  an  increase  of 24 clients and their customers over the fiscal year ended
March  31,  2002.  Consequently, the increase in the number of clients and their
customers,  coupled  with  an  increase  in  the number of employers who are the
ultimate  customers of the Company's clients, resulted in an increase in revenue
by  $1,955,204,  or  109%, from $1,791,715 for the year ended March 31, 2002, to
$3,746,919  for  the year ended March 31, 2003. The Company saved its clients in
excess  of  $33  million  during the year ended March 31, 2003, resulting in the
significant  increase  in  revenue  earned  by  the Company. 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 year ended March 31,
2003.  Those clients were Health Net Plus (formerly EOS Group) which contributed
10.2%  of  total revenue, Intracorp which contributed 29.8% of total revenue and
Fair  Isaac  &  Co. (formerly HNC Insurance Solutions, Inc. ), which contributed
20.4%  of  total revenue. The Company is continuing to add new clients and their
customers of its existing clients and believes revenue will continue to increase
as  it  implements  these  new  clients  and  customers.

     Cost of sales.  The Company's cost of sales consists primarily 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  increased  by  $581,990, or 126%, from $460,493 during the year
ended  March 31, 2002, to $1,042,483 during the year ended March 31, 2003.  Fees
incurred  for  access to third party provider networks are based on a percentage
of  the  Company's  revenues  from  using  such  network.  Sales commissions and
commission  overwrites  paid by the Company are based on a percentage of revenue
billed  and  collected.  For  the  year ended March 31, 2003, cost of sales were
comprised  of network access fees of $860,541, sales commissions of $107,022 and
commission  overwrites  of  $74,920.

     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.  The Company issued 80,432 shares of its restricted common stock during
the  year  ended  March 31, 2003, for this bonus which was valued at $25,244 and
57,130  shares  of  its  restricted common stock during the year ended March 31,
2002,  which was valued at $22,566.  Additionally, for the years ended March 31,
2003  and  2002, these two individuals earned sales commissions in the aggregate
of  $42,951  and  $33,031,  respectively.  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  is  to  receive as a commission overwrite, two percent (2%) of the gross
revenue  attributable  to  Rockport Community Network, Inc.  For the years ended
March  31,  2003 and 2002, Bannon earned $74,920 and $34,493, respectively.  For
the  year  ended  March 31, 2002, John K. Baldwin, chairman of the board, earned
$34,493  of commission overwrites in accordance with a consulting agreement with
the Company whereby he earned 2% of the revenue received by the Company from its
workers' compensation network savings.  Mr. Baldwin provided consulting services
to the Company to earn the commission overwrite, which agreement was not renewed
effective  April  1,  2002.  Cost  of  sales  will increase as revenue increases

     Gross profit.  The Company's gross profit increased by $1,373,214, or 103%,
from  $1,331,222  during the year ended March 31, 2002, to $2,704,436 during the


                                       13
<PAGE>
year ended March 31, 2003.  Gross profit as a percentage of sales decreased from
74% during the year ended March 31, 2002, to 72% during the year ended March 31,
2003.  The  increase in gross profit was attributable to the increase in revenue
and the decrease in gross profit as a percentage of sales was attributable to an
increase  in  network  access  fees paid to network partners.  Gross profit as a
percentage  of  sales  will  continue  to  decrease  as  the Company expands its
business  outside  the  State  of  Texas  where it will incur an increase in the
amount  of  network access fees it will be required to pay its network partners.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses  decreased  by $274,500, or 11%, from $2,607,160 during
the  year  ended  March  31, 2002, to $2,332,660 during the year ended March 31,
2003.  Payroll  and  related  expenses increased from $1,653,799 during the year
ended  March  31, 2002, to $1,659,237 during the year ended March 31, 2003.  The
primary  cause  of the increase was an increase in the cost of medical insurance
premiums  for  the  Company's employees of $29,942 which was partially offset by
the  cost  of  stock-based compensation of $25,000 during the prior year period,
which  there  was  no compensation expense recorded in the current year.  Office
administration  expenses decreased from $343,649 during the year ended March 31,
2002,  to  $331,215,  or  4%, during the year ended March 31, 2003.  The primary
component  of  the decrease was a reduction in the cost of postage and delivery.

     Professional  services, which are comprised of accounting and audit, legal,
investor  relations  and consulting  and other professional fees, increased from
$212,507  during  the year ended March 31, 2002, to $280,057, or 32%, during the
year  ended  March  31,  2003.  When compared to the previous year, current year
accounting  and audit fees increased by $9,648, fees for investor relations were
lower  by  $18,454,  consulting and other professional fees increased by $53,490
and  legal  fees  were higher by $22,866.  With respect to the increase in other
professional  fees,  the  Company  utilized  the services of a placement firm in
hiring  two  highly  qualified  individuals  in  its  MIS  department and client
services  group.  With  respect  to  the  increase in legal fees, the Company is
currently  defending  itself in a suit brought against the Company from a former
employee.  (See  Item  3.  Legal  Proceedings).

     On  November  26, 2001, in conjunction with a consulting services agreement
with  an individual, the Company issued warrants to purchase 1,000,000 shares of
restricted common stock of the Company at any time until November 25, 2011, at a
price  of  $.345 per share, the fair market value on the date of grant which was
determined  by  the mean between the closing bid and asked prices on the date of
issuance.  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 during the prior
fiscal  year  the full amount of the fair value of the warrants issued as of the
date  of  issuance,  which  was  $345,000.

     Other  selling,  general and administrative expenses increased from $52,205
during  the year ended March 31, 2002, to $62,151, or 19%, during the year ended
March 31, 2003.  The primary component of the increase in other selling, general
and  administrative  expenses  when  compared  to  the  prior year was increased
expenses  associated  with increased travel by the Company's sales and marketing
personnel.

     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 continue its recent
growth.  The  Company  believes  there  will  not be any significant increase in
selling, general and administrative expenses as it implements its business plan.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$1,666  from $39,128 during the year ended March 31, 2002, to $37,462 during the
year  ended  March  31,  2003.

     Interest  expense.  Interest  expense  increased  by  $41,826, or 56%, from
$74,107  for the year ended March 31, 2002, to $115,933 for the year ended March
31, 2003.  At March 31, 2003, the Company had $200,000 principal amount due to a
shareholder on two notes due April 1, 2006 with interest payable monthly at 15%.
Interest  expense  on  these notes incurred during the current year was $32,151.
At  March  31,  2003, the Company had $600,000 principal amount due on its three
year 10% convertible subordinated unsecured notes, $300,000 principal amount due
June  and  October  2004  and  $300,000 principal amount due April 1, 2005.  The
Company  is  not  paying  the interest on these notes but is accruing and adding
interest  to  the  principal balances on a quarterly basis.  Interest expense on


                                       14
<PAGE>
these  notes  incurred  during  the  current  year was $67,037.  The Company has
$227,493  principal  amount on a note due to a director at March 31, 2003, which
note  is  due  April  1,  2005  and interest is payable monthly at 8%.  Interest
expense  on this note incurred during the current year was $16,143.  The Company
anticipates  interest  expense  will increase in the future as a result of these
notes.

     Net  income.  The Company had net income for the year ended March 31, 2003,
of $218,381, or $0.02 per share (basic and diluted), compared with a net loss of
$1,389,173, or $0.10 per share (basic and diluted), for the year ended March 31,
2002.  The improvement in the net income for the year ended March 31, 2003, over
the net loss of the prior year is a result of increased revenue and gross profit
resulting  from  increased  utilization of the Company's provider network by its
new  clients  and  existing  clients  and  their  customers.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The following summary table presents comparative cash flows of Rockport for
the  one  year  periods  ended  March  31,  2003  and  2002:

<TABLE>
<CAPTION>
                                                                March 31,
                                                          ---------------------
                                                            2003        2002
                                                          ---------  ----------
<S>                                                       <C>        <C>
     Net cash provided by (used in) operating activities  $ 10,067   $(697,207)
     Net cash used in investing activities                $(19,362)  $ (18,060)
     Net cash provided by financing activities            $ 32,151   $ 691,182
</TABLE>

     YEAR ENDED MARCH 31, 2003 TO YEAR ENDED MARCH 31, 2002
     ------------------------------------------------------

     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  provided by operating activities for the year ended March
31,  2003,  was  $10,067  compared with net cash used in operating activities of
$697,207  for  the  year  ended March 31, 2002.  Based upon net cash provided by
operating  activities  of  $10,067, this was an improvement of $707,274 over the
prior  year  period.  The  primary  components of net cash provided by operating
activities  for the 2003 period were net income of $218,381, non-cash charges of
$95,004, increases in amounts due to directors, officers and employees of $2,823
and  increases  in  other  current  liabilities of $130,956.  These amounts were
mostly  offset  by  an increase in accounts receivable of $381,472, increases in
prepaid  items  of  $19,532  and  decreases in accounts payable of $36,093.  The
primary  components  of  cash  used  in  operating activities for the prior year
period  were  a  net  loss of $1,389,173 and increases in accounts receivable of
$185,758.  These  amounts were partially offset by non-cash charges of $468,340,
increases in accounts payable and current liabilities of $393,678 and a decrease
in  prepaid  expenses  of  $15,706.

     Capital  resources.  On  June  11,  2001,  the Company's Board of Directors
approved the issuance of an aggregate principal amount of $1,000,000 in the form
of  three-year  10%  convertible  subordinated  unsecured  notes.  The notes are
convertible at the average of the high bid and low asked stock quotations on the
date  of  funding  and  interest 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.  Of
the  three-year  10%  convertible  subordinated unsecured notes, the Company has
issued  notes  to  a  director  and a former director in the aggregate amount of
$350,000  and  an  individual in the amount of $250,000, for total borrowings of
$600,000.  $500,000 principal amount of these notes are convertible into Company
common  stock at a conversion price of $.36 per share anytime prior to June 2004
and $100,000 principal amount of these notes are convertible into Company common
stock  at  a  conversion price of $.325 per share anytime prior to October 2004.
The  conversion  price  of  $.325  was determined by the average of the high bid
($.36)  and  low  asked  ($.29)  stock  quotations  on the date of funding.  The
conversion  price  of  $.36 was determined by the average of the high bid ($.39)
and  low  asked  ($.33)  stock  quotations on the date of funding.  As a result,
there  are  no  beneficial  conversion features associated with these notes.  On
December  31,  2002,  the  Company  renegotiated the terms of $300,000 principal
amount  of  these notes with a director of the Company and extended the due date
and  conversion  date  to  April  1,  2005.

     On November 28, 2001, the Company borrowed $50,000 and on January 10, 2002,
the Company borrowed an additional $50,000 from a director of the Company.  This
note  earns  interest  at  8%  per annum which is paid monthly and the principal


                                       15
<PAGE>
amount  of  the  note  is  due  April  1,  2004.  On  June 30, 2002, the Company
renegotiated  the terms of the note and added $93,000 of accrued consulting fees
due to the director and $34,493 of accrued overwrite fees due to the director to
the  principal  amount  of  the  note.  On  December  31,  2002,  the  Company
renegotiated  the  terms of the note and extended the due date to April 1, 2005.

     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.  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, 2004 at a
conversion  price of $.36 per share and were due April 1, 2004.  On December 31,
2002,  the  due date and the conversion date of the notes were extended to April
1,  2006.  During the year ended March 31, 2003, the Company borrowed $32,151 on
these  notes.

     During the 2002 period, the Company issued $600,000 principal amount of its
three-year  10% convertible subordinated unsecured notes, borrowed $100,000 from
a  director  on  a  note,  made repayments of existing notes of $32,151 and sold
common stock for $23,333 representing the decrease in the current year period of
cash  provided  by  financing  activities.

     Liquidity.  The  Company  has  funded  its  operations  through the sale of
Company  common  stock,  borrowing  funds from outside sources and conversion of
employee,  director and shareholder debt into restricted common stock.  At March
31,  2003, the Company had available cash in non-restrictive accounts of $65,493
and  positive  working  capital  of  $258,670.  The  Company  has  experienced a
significant  growth  in  revenue from the utilization of its provider network by
its clients and their customers.  Revenue has increased 109% from $1,791,715 for
the  year ended March 31, 2002, to $3,746,919 for the year ended March 31, 2003.
Net  income  for the year ended March 31, 2003 was $218,381, or $0.02 per share,
compared  to  a  net  loss for the prior year period of $1,389,173, or $0.10 per
share.  The Company believes this growth of revenue and net income will continue
into  the future based upon the increased business its current clients have been
experiencing  and  new  potential  clients  the  Company  has  identified.

     For  fiscal  2004  the  Company  is  projecting  its monthly cash operating
expenses to be approximately $200,000.  The Company does not require any funding
for  capital  expenditures during the current fiscal year.  There are no current
maturities  of debt due in the current fiscal year and the Company is generating
positive  cash  flow  from operations.  Management believes sufficient cash flow
from  operations  will be available during the next twelve months to satisfy its
short-term  obligations.  As  such, the Company does not anticipate the need for
additional external financing to fund operations for fiscal 2004.  The Company's
continued  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.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June  2001,  the Financial Accounting Standards Board ("FASB") approved
     for issuance SFAS 143 "Asset Retirement Obligations" ("SFAS 143"). SFAS 143
     establishes  accounting  requirements for retirement obligations associated
     with intangible long-lived assets, including 1) the timing of the liability
     recognition,  2)  initial  measurement  of  the liability, 3) allocation of
     asset  retirement  cost  to  expense,  4)  subsequent  measurement  of  the
     liability and 5) financial statement disclosures. SFAS 143 requires that an
     asset  retirement  cost  should  be  capitalized as part of the cost of the
     related  long-lived  asset  and subsequently allocated to expense using the
     systematic and rational method. The adoption of this statement did not have
     a  material  effect  on  the  the  Company's financial position, results of
     operations  or  cash  flows.

     In October 2001, the FASB approved SFAS 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 replaces SFAS 121,
     "Accounting  for  the  Impairment  of  Long-Lived Assets and for Long-Lived
     Assets  to  Be Disposed Of." The new accounting model for long-lived assets
     to  be  disposed  of  by  sale  applies to all long-lived assets, including
     discontinued operations, and replaces the provisions of APB Opinion No. 30,
     "Reporting  Results  of Operations - Reporting the Effects of Disposal of a
     Segment  of  a  Business'" for the disposal of segments of a business. SFAS


                                       16
<PAGE>
     144  requires  that  those  long-lived  assets  be measured at the lower of
     carrying  amount  or  fair  value  less  cost  to sell, whether reported in
     continuing  operations  or  in  discontinued  operations.  Therefore,
     discontinued  operations will no longer be measured at net realizable value
     or  include  amounts  for operating losses that have not yet occurred. SFAS
     144  also  broadens the reporting of discontinued operations to include all
     components  of an entity with operations that can be distinguished from the
     rest  of the entity and that will be eliminated from the ongoing operations
     of  the  entity  in  a disposal transaction. The provisions of SFAS 144 are
     effective  for financial statements issued for fiscal years beginning after
     December  15,  2001,  and,  generally, are to be applied prospectively. The
     adoption  of this statement did not have a material effect on the Company's
     financial  position,  results  of  operations  or  cash  flows.

     In  April 2002, the FASB approved for issuance SFAS No. 145, "Rescission of
     FASB  Statements  No.  4,  44  and  64, Amendment of SFAS 13, and Technical
     Corrections"  ("SFAS 145"). SFAS 145 rescinds previous accounting guidance,
     which  required  all  gains  and  losses  from  extinguishment  of  debt be
     classified  as an extraordinary item. Under SFAS 145 classification of debt
     extinguishment  depends on facts and circumstances of the transaction. SFAS
     145 is effective for fiscal years beginning after May 15, 2002 and adoption
     did  not  have  a  material  effect  on the Company's financial position or
     results  of  operations.

     In  July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal  Activities"  ("SFAS  146").  SFAS 146
     requires  companies  to  recognize  costs  associated with exit or disposal
     activities  when  they are incurred rather than at the date of a commitment
     to  an exit or disposal plan. Examples of costs covered by SFAS 146 include
     lease  termination  costs  and  certain  employee  severance costs that are
     associated  with  a restructuring, discontinued operation, plant closing or
     other  disposal  activities initiated after December 31, 2002. The adoption
     of this statement did not have a material effect on the Company's financial
     position,  results  of  operations  or  cash  flows.

     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.


                                       17
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT

The  Board  of  Directors
Rockport  Healthcare  Group,  Inc.
Houston,  Texas


     We  have  audited  the accompanying consolidated balance sheets of Rockport
Healthcare  Group,  Inc. and Subsidiaries as of March 31, 2003 and 2002, and the
related  consolidated  statements of operations, changes in shareholders' equity
(deficit)  and  cash flows for the years then ended.  These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in the United States of America.  Those standards require that we plan
and  perform  the  audits  to  obtain  reasonable  assurance  about  whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

     In  our  opinion,  the  consolidated financial statements referred to above
present  fairly,  in  all  material respects, the financial position of Rockport
Healthcare  Group,  Inc. and Subsidiaries as of March 31, 2003 and 2002, and the
results  of  their  operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.



Hein  +  Associates  LLP


Houston,  Texas
June  9,  2003


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS


                                                                                 March 31,
                                                                         --------------------------
                                                                             2003          2002
                                                                         --------------------------
<S>                                                                      <C>           <C>
                                          ASSETS
Current assets:
    Cash                                                                 $    65,493   $    42,637
    Accounts receivable, net of allowance of $20,000 at March 31, 2003
      and 2002                                                               893,860       512,388
    Prepaid expenses                                                          20,177           645
                                                                         --------------------------
        Total current assets                                                 979,530       555,670
                                                                         --------------------------
Property and equipment:
    Office furniture and equipment                                            41,812        38,704
    Computer equipment and software                                          114,568        98,314
    Telephone equipment                                                       15,734        15,734
                                                                         --------------------------
                                                                             172,114       152,752
    Less accumulated depreciation                                           (113,759)      (90,032)
                                                                         --------------------------
        Net property and equipment                                            58,355        62,720
                                                                         --------------------------
Other assets:
    Deposits                                                                   9,038         9,038
    Intangible assets, net                                                    85,534        99,269
                                                                         --------------------------
                                                                              94,572       108,307
                                                                         --------------------------
        Total assets                                                     $ 1,132,457   $   726,697
                                                                         ==========================

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term note payable due to related party                         $        --   $   100,000
    Accounts payable, trade                                                  271,185       307,278
    Due to directors, officers and employees                                  26,994       151,664
    Other current liabilities                                                422,681       291,725
                                                                         --------------------------
        Total current liabilities                                            720,860       850,667
                                                                         --------------------------
Long-term debt                                                             1,027,493       767,849
                                                                         --------------------------
Commitments and contingencies (Note 4)
Shareholders' equity (deficit):
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                                 --            --
    Common stock, $.001 par value, 50,000,000 shares authorized,
      13,626,302 and 13,387,870 shares issued and outstanding at
      March 31, 2003 and 2002, respectively                                   13,626        13,387
    Additional paid-in capital                                             6,300,916     6,243,613
    Accumulated deficit                                                   (6,930,438)   (7,148,819)
                                                                         --------------------------
       Total shareholders' equity (deficit)                                 (615,896)     (891,819)
                                                                         --------------------------
        Total liabilities and shareholders' equity (deficit)             $ 1,132,457   $   726,697
                                                                         ==========================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


                                                           Twelve Months Ended
                                                                March 31,
                                                        -------------------------
                                                           2003          2002
                                                        -------------------------
<S>                                                     <C>          <C>
Revenue                                                 $ 3,746,919  $ 1,791,715
Cost of sales                                             1,042,483      460,493
                                                        -------------------------
     Gross profit                                         2,704,436    1,331,222
                                                        -------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                          1,659,237    1,653,799
    Office administration                                   331,215      343,649
    Professional services                                   280,057      212,507
    Non-cash compensation associated with issuance of
      stock warrants to a third party                            --      345,000
    Other                                                    62,151       52,205
                                                        -------------------------
  Total selling, general and administrative expenses      2,332,660    2,607,160
  Depreciation and amortization                              37,462       39,128
                                                        -------------------------
     Total operating expenses                             2,370,122    2,646,288
                                                        -------------------------

Income (loss) from operations                               334,314   (1,315,066)
Interest, net                                               115,933       74,107
                                                        -------------------------
Net income (loss)                                       $   218,381  $(1,389,173)
                                                        =========================

Net income (loss) per share:
    Basic                                               $      0.02  $     (0.10)
                                                        =========================
    Diluted                                             $      0.02  $     (0.10)
                                                        =========================

Weighted average number of common shares outstanding:
                                                        =========================
    Basic                                                13,416,058   13,254,633
                                                        =========================
    Diluted                                              16,016,726   13,254,633
                                                        =========================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKPORT HEALTHCARE GROUP, INC.
                                        AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                          FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


                                                                                      Total
                                        Common Stock    Additional                 Shareholders'
                                    -------------------   Paid-in    Accumulated      Equity
                                      Shares    Amount    Capital      Deficit      (Deficit)
                                    -----------------------------------------------------------
<S>                                 <C>         <C>      <C>         <C>           <C>
Balances March 31, 2001             12,997,822  $12,997  $5,791,458  $(5,759,646)  $    44,809
Stock issued for cash                  111,371      112      23,221           --        23,333
Stock issued for services              273,555      273      82,428           --        82,701
Stock warrants issued for services          --       --     345,000           --       345,000
Stock issued for employee expenses       5,122        5       1,506           --         1,511
Net loss                                    --       --          --   (1,389,173)   (1,389,173)
                                    -----------------------------------------------------------
Balances March 31, 2002             13,387,870   13,387   6,243,613   (7,148,819)     (891,819)
Stock issued for services              238,432      239      57,303           --        57,542
Net income                                  --       --          --      218,381       218,381
                                    -----------------------------------------------------------
Balances March 31, 2003             13,626,302  $13,626  $6,300,916  $(6,930,438)  $  (615,896)
                                    ===========================================================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                     AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


                                                                     2003         2002
                                                                  ------------------------
<S>                                                               <C>         <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                             $ 218,381   $(1,389,173)
    Adjustments to reconcile net income (loss) to cash provided
     by (used in) operating activities:
        Depreciation                                                 23,727        25,393
        Amortization                                                 13,735        13,735
        Issuance of stock for services                               57,542        82,701
        Issuance of stock for employee expenses                          --         1,511
        Stock warrants issued for services                               --       345,000
        Changes in assets and liabilities:
            Accounts receivable - trade and other                  (381,472)     (185,758)
            Prepaid expenses                                        (19,532)       15,706
            Accounts payable                                        (36,093)      150,302
            Due to directors, officers and employees                  2,823       121,914
            Other current liabilities                               130,956       121,462
                                                                  ------------------------
Cash provided by (used in) operating activities                      10,067      (697,207)
                                                                  ------------------------

Investing activities:
    Purchase of fixed assets                                        (19,362)      (18,060)
                                                                  ------------------------
Cash used by investing activities                                   (19,362)      (18,060)
                                                                  ------------------------

Financing activities:
    Proceeds from sale of stock                                          --        23,333
    Proceeds from notes payable                                      32,151       700,000
    Repayments of notes payable                                          --       (32,151)
                                                                  ------------------------
Cash provided by financing activities                                32,151       691,182
                                                                  ------------------------
Net increase (decrease) in cash                                      22,856       (24,085)
Cash and cash equivalents, beginning of year                         42,637        66,722
                                                                  ------------------------
Cash and cash equivalents, end of year                            $  65,493   $    42,637
                                                                  ========================

Supplemental cash flow information:
    Interest paid                                                 $  30,000   $    26,849
                                                                  ========================
Non-cash transactions:
    Transfer of amounts due to a director to notes payable        $ 127,493   $        --
                                                                  ========================
</TABLE>


See accompanying notes to consolidated financial statements.


                                       22
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

Note 1.  Organization  and  Nature  of  Business

     Rockport  Healthcare  Group,  Inc.  ("Rockport"  or  the  "Company")  was
incorporated in the State of Delaware on May 4, 1992, as Protokopus Corporation.
The  Company  had  no  operating history other than organizational matters until
December 17, 1997.  On December 17, 1997, the Company acquired all of the issued
and  outstanding  common  stock  of The Rockport Group of Texas, Inc. ("Rockport
Texas"),  a  Nevada  corporation,  in  a business combination accounted for as a
reverse  acquisition.  Pursuant to an Agreement and Plan of Reorganization dated
December  12,  1997,  between  the  Company and Rockport Texas, each outstanding
share  of  common  stock of Rockport Texas was converted to the right to receive
961.6212  shares  of  common  stock  of  the  Company.  On January 18, 1998, the
Company  changed  its  name  from  Protokopus Corporation to Rockport Healthcare
Group,  Inc.

     Rockport  is  a  management  company dedicated to developing, operating and
managing  networks consisting of healthcare providers and medical suppliers that
serve employees with work-related injuries and illnesses.  Workers' compensation
costs  continue  to  escalate  for  employers and insurance companies across the
country.  Rockport  offers  access  to  a  comprehensive healthcare network at a
local,  state or national level for its clients and their customers.  Typically,
Rockport's  clients  are  property  and casualty insurance companies, employers,
bill  review/medical  cost  containment  companies,  managed care organizations,
software/bill review companies and third party administrators.

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

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

     Rockport has contracts with healthcare providers and/or network partners in
all  fifty  states  and the District of Columbia.  Currently, the Company has in
excess  of  280,000  healthcare  providers nationwide that serve its clients and
customers  for their injured employees' care.  Should a client or their customer
have  particular needs in an under-served market, Rockport has a skilled team of
experienced  network  development  personnel  capable  of  custom  building  the
under-served  market  for  the  client.

Note 2.  Summary  of  Significant  Accounting  Policies

a)   Consolidation

     As  of  March  31,  2003,  the Company had 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. RCN develops and
     maintains  the  occupational  injuries  and  illnesses provider network and
     provides access to the provider network to clients of the Company. Rockport
     Group  of  Texas,  Inc.  ("RGT") was incorporated in the State of Nevada on


                                       23
<PAGE>
     July  23, 1997. RGT is a business entity which provides support services to
     RCN  and  the  Company,  which  include  management  information  services,
     customer  services, doctor and provider referrals, contracting of providers
     for  the  Company's  network  and  administration  of the Company. Rockport
     Preferred,  Inc.  is a dormant subsidiary, which has no ongoing operations.
     All  material  inter-company  balances  and inter-company transactions have
     been  eliminated  for  the  purpose  of presenting the accompanying audited
     consolidated  financial  statements.

b)   Cash  and  Cash  Equivalents

     Cash  and  cash  equivalents  consist  of cash on hand and held in banks in
     unrestricted  accounts.

c)   Property  and  Equipment

     Property  and equipment are stated at cost. Depreciation is computed on the
     straight-line  method over the estimated economic lives of the assets which
     range  from  three  to  seven  years.

d)   Income  Taxes

     The  Company accounts for income taxes on the liability method, under which
     the  amount  of  deferred  income  taxes is based on the tax effects of the
     differences  between  the  financial  and income tax basis of the Company's
     assets,  liabilities  and operating loss carryforwards at the balance sheet
     date based upon existing tax laws. Deferred tax assets are recognized if it
     is  more  likely  than  not  that  the  future  income  tax benefit will be
     realized.  Since  utilization  of  net  operating loss carryforwards is not
     assured, no benefit for future offset of taxable income has been recognized
     in  the  accompanying  financial  statements.

e)   Long-lived  Assets

     The Company reviews for the impairment of long-lived assets whenever events
     or  changes  in circumstances indicate that the carrying amount of an asset
     may  not  be  recoverable.  An  impairment  loss  would  be recognized when
     estimated  future  cash  flows expected to result from the use of the asset
     and its eventual disposition are less than its carrying amount. The Company
     has  not  identified  any  such  impairment  losses.

f)   Use  of  Estimates

     The  preparation  of  the Company's financial statements in conformity with
     generally  accepted accounting principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial  statements  and  accompanying notes. Actual results could differ
     from  those  estimates.

g)   Provider  Contracts

     Healthcare  provider  contracts  are contracts between a preferred provider
     organization  ("PPO")  and  physicians,  hospitals and ancillary healthcare
     providers which, among other things, provide a discount to a client when an
     injured  employee  is treated by the healthcare provider. The discounts the
     PPO  network  obtains  from the healthcare providers are normally less than
     the  maximum rate allowed by applicable state fee schedules, or if there is
     no  state  fee  schedule, at rates below usual and customary allowables for
     work-related  injuries  and  illnesses.  During  1998 and 1999, the Company
     acquired  the  provider  contracts  of two entities which had no operations
     other  than  the  development  of  PPO networks. Once the PPO networks were
     developed,  the  previous  owners  were  to  begin  selling access to their
     network  of  providers  and  receive  fees from potential customers when an
     injured  employee  was  treated  by  a  contracted  provider.

     In  the above referenced acquisitions, the Company was acquiring healthcare
     provider  contracts  in  order  to  expand  the size of its networks. These
     acquisitions  did  not  result in the acquisition of customers or revenues.
     These  acquisitions  of provider contracts were funded with the issuance of
     Company  common  stock,  and  because the Company would earn revenue in the
     future from the acquired provider contracts, the Company recorded the value


                                       24
<PAGE>
     of  the  stock  issued  as  an  intangible asset. Amounts paid for provider
     contracts  are  being amortized to expense on the straight-line method over
     the  estimated  useful  lives  of  the  contracts of ten years. Accumulated
     amortization  aggregated  $51,815  and  $38,080 at March 31, 2003 and 2002,
     respectively.

h)   Comprehensive  Income  (Loss)

     Comprehensive  income  is  defined  as all changes in shareholders' equity,
     exclusive  of  transactions  with  owners,  such  as  capital  instruments.
     Comprehensive income includes net income or loss, changes in certain assets
     and  liabilities  that  are reported directly in equity such as translation
     adjustments on investments in foreign subsidiaries, changes in market value
     of certain investments in securities and certain changes in minimum pension
     liabilities. The Company's comprehensive income was equal to its net income
     for  the year ended March 31, 2003 and the Company's comprehensive loss was
     equal  to  its  net  loss  for  the  year  ended  March  31,  2002.

i)   Revenue  Recognition

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

j)   Earnings  (Loss)  Per  Share

     The  Company  computes  net  income  per  share  pursuant  to  Statement of
     Financial  Accounting  Standards  No.  128  "Earnings Per Share". Basic net
     income  per  share  is  computed  by  dividing income or loss applicable to
     common  shareholders  by  the  weighted  average  number  of  shares of the
     Company's  common  stock  outstanding during the period. Diluted net income
     per  share  is  determined in the same manner as basic net income per share
     except that the number of shares is increased assuming exercise of dilutive
     stock  options  and  warrants  using the treasury stock method and dilutive
     conversion  of  the  Company's  convertible  debt.

     At  March  31,  2003,  the  closing  bid and asked prices for the Company's
     common  stock were $0.13 and $0.25, respectively, and the fair market value
     of  the Company's common stock was deemed to be $0.19 per share. During the
     year  ended  March  31, 2003, 1,541,300 stock options exercisable at prices
     ranging from $0.20 to $0.50 per share and 1,000,000 warrants exercisable at
     $0.345 per share were excluded from the calculation of diluted earnings per
     share  as  they  were  out of the money. At March 31, 2003, the Company had
     $800,000  principal  amount  of  convertible  debt  and $112,789 of accrued
     interest  on  the  convertible debt, which debt and interest is convertible
     into  the Company's common stock at prices ranging from $0.325 to $0.36 per
     share.  2,569,869  shares  were  included in the diluted earnings per share
     calculation.

     During the year ended March 31, 2002, options to purchase 848,400 shares of
     common stock and warrants to purchase 1,070,128 shares of common stock were
     excluded  from  the  calculation  of diluted earnings per share since their
     inclusion  would be antidilutive. During the year ended March 31, 2002, the
     Company  issued $600,000 principal amount on its three year 10% convertible
     subordinated unsecured notes. The principal balance and accrued interest as
     of  March 31, 2002, were convertible into 1,824,868 shares of common stock.
     Additionally, the Company had outstanding principal amount on two notes due
     to  a  shareholder  which  were  convertible  into 466,247 shares of common
     stock.  These shares were excluded from the calculation of diluted earnings
     per  share,  as  their  inclusion  would  be  antidilutive.


                                       25
<PAGE>
k)   Stock-Based  Compensation

     On  March  18,  2003  and  October 15, 2002, the Company granted options to
     purchase  25,000  and  10,000  shares of common stock, respectively, to two
     employees  at  exercise  prices of $0.20 and $0.19 per share, respectively,
     which was the fair market value on the date of grant. The options vest over
     a  three-year  period from the date of option grant. On August 5, 2002, the
     Company  granted  options  to  purchase  745,000  shares of common stock to
     certain  employees  at  an exercise price of $0.23 per share, which was the
     fair  market value on the date of grant. The options vest over a three-year
     period  from  the  date  of option grant. On September 5, 2001, the Company
     granted  options  to  purchase  300,000  shares  of common stock to certain
     employees at an exercise price of $.50 per share, which was the fair market
     value  on the date of grant. The options vest over a three-year period from
     the  date of option grant. On December 7, 2000, the Company granted options
     to  purchase  577,900  shares  of  common  stock to certain employees and a
     non-employee  at  an  exercise  price of $.25 per share, which was the fair
     market  value  on  the  date of grant. Vesting periods range from immediate
     upon  the  date  of  grant to three years from the option grant date. These
     stock  options  were  issued  under  the 2000 Long-Term Incentive Plan (the
     "2000  Plan")  and  the  2002 Stock Option Plan (the "2002 Plan"). The 2000
     Plan  and  2002  Plan  were  approved  by  the  Company's  shareholders. No
     compensation  expense  has  been  recorded  related  to these option grants
     because  the  exercise  price  of  the options equaled or exceeded the fair
     market  value  of  the  underlying common stock on the date of grant or the
     fair  value  of  the  option  was  nominal.

l)   Fair  Value  of  Financial  Instruments

     The  fair  value  of  financial instruments, primarily accounts receivable,
     accounts  payable  and  other  current liabilities, closely approximate the
     carrying  values  of  the  instruments due to the short-term nature of such
     instruments.

m)   Reclassifications

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

n)   New  Accounting  Pronouncements

     In  June  2001,  the Financial Accounting Standards Board ("FASB") approved
     for issuance SFAS 143 "Asset Retirement Obligations" ("SFAS 143"). SFAS 143
     establishes  accounting  requirements for retirement obligations associated
     with intangible long-lived assets, including 1) the timing of the liability
     recognition,  2)  initial  measurement  of  the liability, 3) allocation of
     asset  retirement  cost  to  expense,  4)  subsequent  measurement  of  the
     liability and 5) financial statement disclosures. SFAS 143 requires that an
     asset  retirement  cost  should  be  capitalized as part of the cost of the
     related  long-lived  asset  and subsequently allocated to expense using the
     systematic and rational method. The adoption of this statement did not have
     a  material  effect  on  the  the  Company's financial position, results of
     operations  or  cash  flows.

     In October 2001, the FASB approved SFAS 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 replaces SFAS 121,
     "Accounting  for  the  Impairment  of  Long-Lived Assets and for Long-Lived
     Assets  to  Be Disposed Of." The new accounting model for long-lived assets
     to  be  disposed  of  by  sale  applies to all long-lived assets, including
     discontinued operations, and replaces the provisions of APB Opinion No. 30,
     "Reporting  Results  of Operations - Reporting the Effects of Disposal of a
     Segment  of  a  Business'" for the disposal of segments of a business. SFAS
     144  requires  that  those  long-lived  assets  be measured at the lower of
     carrying  amount  or  fair  value  less  cost  to sell, whether reported in
     continuing  operations  or  in  discontinued  operations.  Therefore,
     discontinued  operations will no longer be measured at net realizable value
     or  include  amounts  for operating losses that have not yet occurred. SFAS
     144  also  broadens the reporting of discontinued operations to include all
     components  of an entity with operations that can be distinguished from the
     rest  of the entity and that will be eliminated from the ongoing operations
     of  the  entity  in  a disposal transaction. The provisions of SFAS 144 are
     effective  for financial statements issued for fiscal years beginning after


                                       26
<PAGE>
     December  15,  2001,  and,  generally, are to be applied prospectively. The
     adoption  of this statement did not have a material effect on the Company's
     financial  position,  results  of  operations  or  cash  flows.

     In  April 2002, the FASB approved for issuance SFAS No. 145, "Rescission of
     FASB  Statements  No.  4,  44  and  64, Amendment of SFAS 13, and Technical
     Corrections"  ("SFAS 145"). SFAS 145 rescinds previous accounting guidance,
     which  required  all  gains  and  losses  from  extinguishment  of  debt be
     classified  as an extraordinary item. Under SFAS 145 classification of debt
     extinguishment  depends on facts and circumstances of the transaction. SFAS
     145 is effective for fiscal years beginning after May 15, 2002 and adoption
     did  not  have  a  material  effect  on the Company's financial position or
     results  of  operations.

     In  July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal  Activities"  ("SFAS  146").  SFAS 146
     requires  companies  to  recognize  costs  associated with exit or disposal
     activities  when  they are incurred rather than at the date of a commitment
     to  an exit or disposal plan. Examples of costs covered by SFAS 146 include
     lease  termination  costs  and  certain  employee  severance costs that are
     associated  with  a restructuring, discontinued operation, plant closing or
     other  disposal  activities initiated after December 31, 2002. The adoption
     of this statement did not have a material effect on the Company's financial
     position,  results  of  operations  or  cash  flows.

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


                                       27
<PAGE>
<TABLE>
<CAPTION>
Note  3.     Notes  Payable

     Notes payable consist of the following:

                                                            March 31,   March 31,
                                                               2003        2002
                                                            ----------  ----------
<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  $  167,849

Unsecured note payable due to a director with interest at
  8% per annum and principal and interest due April 1,
  2004.  On December 31, 2002, the Company
  renegotiated the due date of the note which is now due
  April 1, 2005.                                               227,493     100,000

Three-year 10% convertible subordinated unsecured notes
  to shareholders due June and October 2004.  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 $.325 to $.36 per share anytime prior to their
  maturity in June and October 2004.  On December 31,
  2002, the Company renegotiated the terms of $300,000
  principal amount of these notes with a director of the
  Company and extended the due date and conversion
  date to April 1, 2005.                                       600,000     600,000
                                                            ----------  ----------
Total                                                       $1,027,493  $  867,849
                                                            ==========  ==========
</TABLE>

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


                                       28
<PAGE>
Note 4.  Commitments  and  Contingent  Liabilities

     One  of  the Company's subsidiaries has assumed leases for office space and
equipment  under  operating  leases  expiring  at  various  dates  through 2005.
Management expects that in the normal course of business, leases will be renewed
or  replaced  by  similar  leases.  Future  minimum  lease  payments  under
non-cancelable  leases  with  terms  in  excess  of  one  year  are  as follows:

        Years Ending March 31,
        ----------------------
                2004                                $  232,710
                2005                                   211,798
                2006                                    52,023
                                                    ----------
                    Total                           $  496,531
                                                    ==========


     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, 2003.
During  the  years ended March 31, 2003 and 2002, Mr. Baldwin earned $72,000 and
$78,000,  respectively,  from  this  agreement.  Mr.  Baldwin  had  a consulting
agreement  with  the  Company effective April 1, 2001, whereby he was to perform
various  management services to the Company and earned a consulting fee equal to
a  two percent (2%) overwrite on the gross fees earned of the Company's workers'
compensation  network.  During the year ended March 31, 2002, Mr. Baldwin earned
$34,493  from this agreement.  This agreement was not renewed effective April 1,
2002.

Note 5.  Stock  Options  and  Warrants

     Stock  Option  Plans

     On  August  5, 2002, the Board of Directors of the Company adopted the 2002
Stock  Option  Plan  (the  "2002  Plan").  The  2002  Plan  was  approved by the
shareholders  of the Company on October 9, 2002.  The 2002 Plan provides for the
granting  of  awards  of up to 1,000,000 shares of the Company's common stock to
key  employees,  directors  and  other  persons  who  have  contributed  or  are
contributing  to  the  Company's  success.  Awards  under  the 2002 Plan will be
granted as determined by the Company's Board of Directors.  The options that may
be  granted  pursuant  to  the  2002  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  As  of  March  31,  2003,  incentive stock options to purchase 593,400
shares  exercisable at prices ranging from $.19 to $.23 per share that vest over
a  three-year  period  had  been  granted.  None  of  these  stock  options were
exercisable  as  of  March  31,  2003.  No non-qualified stock options have been
granted  under  the  2002  Plan.

     On  December  7,  2000,  the  directors  of  the  Company  adopted the 2000
Long-Term  Incentive  Plan (the "2000 Plan").  The 2000 Plan was approved by the
Company's shareholders at its annual shareholder meeting held in September 2001.
The  2000  Plan provides for the granting of awards of up to 1,000,000 shares of
the  Company's  common  stock  to key employees, directors and other persons who
have contributed or are contributing to the Company's success.  Awards under the
2000  Plan  will  be  granted as determined by the Company's Board of Directors.
The  options  that  may  be  granted  pursuant  to  the  2000 Plan may be either
incentive  stock  options  qualifying  for  beneficial  tax  treatment  for  the
recipient  or nonqualified stock options.  As of March 31, 2003, incentive stock
options  to  purchase  907,900 shares exercisable at prices ranging from $.20 to
$.50  per  share  that  vest over a three-year period were outstanding.  Of this
amount,  387,534  stock  options  were  exercisable as of March 31, 2003.  As of


                                       29
<PAGE>
March  31,  2003,  non-qualified  stock  options  to  purchase  50,000  shares
exercisable  at  $.25  per  share  and immediately exercisable were outstanding.

     Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
                                            Weighted
                             Number of       Average
                               Shares    Exercise Price
                             ---------------------------
<S>                          <C>         <C>
Outstanding, March 31, 2001    577,900   $          0.25
    Granted                    300,000              0.50
    Exercised                       --                --
    Forfeited                  (29,500)             0.25
    Expired                         --                --
                             ---------------------------
Outstanding, March 31, 2002    848,400              0.34
    Granted                    770,000              0.23
    Exercised                       --                --
    Forfeited                  (67,100)             0.25
    Expired                         --                --
                             ---------------------------
Outstanding, March 31, 2003  1,551,300   $          0.29
                             ===========================
Exercisable, March 31, 2003    437,534   $          0.31
                             ===========================
</TABLE>

     As  of March 31, 2003, the range of exercise prices was from $0.19 to $0.50
per  share  and  the  weighted average remaining contractual life of outstanding
options  was  2.61  years.  The  weighted  average  grant date fair value of the
options  issued  in 2003 and 2002 amounted to $0.2285 and $0.4818, respectively.

     The  Company  applies  APB  Opinion  No.  25 and related interpretations 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 method
prescribed  by  SFAS No. 123, the Company's March 31, 2003, net income and March
31,  2002  net  loss  would have been changed to the pro forma amounts indicated
below.

<TABLE>
<CAPTION>
                                                  March 31,    March 31,
                                                     2003         2002
                                                  ------------------------
<S>                                               <C>         <C>
Net income (loss):
  As reported                                     $  218,381  $(1,389,173)
  Pro forma                                       $   85,796  $(1,518,107)

Net income (loss) per share - basic and diluted:
  As reported                                     $     0.02  $     (0.10)
  Pro forma                                       $     0.01  $     (0.11)
</TABLE>

     The  fair  value  of  each  option grant was estimated on the date of grant
using  the  Black-Scholes  option  pricing model with the following assumptions:
risk  free  rate  of  6%;  volatility  of  220%  and  204.2%,  2003  and  2002,
respectively;  no  assumed  dividend  yield;  and  expected lives of four years.

Stock  Warrants

     On  November  26, 2001, in conjunction with a consulting services agreement
with  an individual, the Company issued warrants to purchase 1,000,000 shares of
restricted common stock of the Company at any time until November 25, 2011, at a
price  of $.345 per share, the fair market value on the date of grant determined
by  the  mean  between the closing bid and asked price.  The consulting services
agreement is for a period of ten years, however, the warrants issued pursuant to
the  consulting  agreement  vested  immediately  and  are  currently exercisable


                                       30
<PAGE>
regardless  of  whether  the  consulting  agreement  is  terminated prior to the
expiration  of  its  ten-year  term.  Since  the  warrants  are  immediately
exercisable,  the  Company has expensed the full amount of the fair value of the
warrants  issued  as  of  the date of issuance, which was $345,000.  No warrants
have  been  exercised  as of March 31, 2003.  The fair value of the warrants was
estimated at the date of grant using the Black-Scholes option pricing model with
the  following assumptions: risk free rate of 6%; volatility of 320%; no assumed
dividend  yield  and  an  estimated  life  of  three  years.

     During  the  fiscal year ended March 31, 2000, the Company sold warrants to
purchase  70,128  shares  of  restricted common stock of the Company at any time
until  September 1, 2002, at a price of $1.75 per share.  The warrants were sold
for  $.25  per  share  and  expired  on  September  1,  2002.

Note 6.  Related  Party  Transactions

     See Note 3 "Notes Payable to Related Parties" for a discussion of financing
provided  by  related  parties.

     See  Note  4  "Commitments  and Contingent Liabilities" for a discussion of
legal  and  management  services  provided  by  Mr.  Baldwin.

     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 is to receive a commission overwrite of two
percent  (2%)  of  the gross revenue attributable to Rockport Community Network,
Inc.  For  the  years  ended  March 31, 2003 and 2002, Bannon earned $74,920 and
$34,493,  respectively.

Note 7.  Income  Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2003  and  2002,  are as follows:

<TABLE>
<CAPTION>
                                          March 31,
                                  --------------------------
                                      2003          2002
                                  ------------  ------------
<S>                               <C>           <C>
Accrual to cash conversion        $    60,200   $   283,100
Net operating loss carryforwards    1,966,000     1,623,400
Valuation allowance                (2,026,200)   (1,906,500)
                                  ------------  ------------
     Net deferred tax asset       $        --   $        --
                                  ============  ============
</TABLE>


                                       31
<PAGE>
     The  increase  in the valuation allowance during fiscal 2003 of $119,700 is
the  result  of  additional  net  tax  losses  incurred  during  the  year.

     As  of  March 31, 2003, the Company has net operating loss carryforwards of
approximately  $5,784,000  which  begin  to expire in 2013 through 2023.  Future
utilization of the net operating loss carryforwards may be limited by changes in
the  ownership  of  the  Company under section 382 of the Internal Revenue Code.

     The  difference  between  the  actual income expense or benefit of zero for
fiscal  years  2003  and 2002 and the expected amount using the statutory income
tax  rate  of  34% results from the 100% valuation allowance on the deferred tax
assets  at  each  year  end.


Note 8.  Legal  Proceedings

     In January 2003, the Company was named as a defendant in the District Court
of  El  Paso  County,  Colorado  by William W. Wollenberg.  Mr. Wollenberg was a
former  employee  of  the Company, and has alleged that the Company breached the
terms  of  an  employment  agreement  with Mr. Wollenberg in connection with the
agreement's  expiration.  Mr.  Wollenberg  is  seeking  monetary  damages in the
amount of $1,080,000.  Shortly after the suit was filed, the Company removed the
case  to  federal  court  in Denver, Colorado.  Because the Company believes the
claims are without merit, it has filed a motion for summary judgement seeking to
dismiss  the  lawsuit  based on the express wording of the agreement.  The court
has  yet  to  rule  on the motion for summary judgement.  The Company intends to
continue  vigorously  defending  the  suit.

Note 9.  Significant  Concentration

     Three  clients  accounted for approximately 10.2%, 20.4% and 29.8% of sales
for  the  fiscal  year  ended March 31, 2003.  No other clients represented more
than  10% of sales of the Company for the fiscal year ended March 31, 2003.  The
Company  had  three  clients,  each  which had in excess of 10% of the Company's
accounts  receivable balance at March 31, 2003.  These three clients represented
14.2%,  19.1%  and  39.0%,  respectively,  of  the Company's accounts receivable
balance.


                                       32
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
          FINANCIAL  DISCLOSURE

        None

                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVER  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLINCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company's directors and executive officers are as follows:

     NAME                  AGE                      OFFICE HELD
     ---------------       ---       -----------------------------------------
     Harry M. Neer          63       Director, Chief Executive Officer and
                                     President

     Larry K. Hinson        57       Director, Chief Financial Officer,
                                     Secretary and Treasurer

     John K. Baldwin        69       Chairman of the Board

     Eric H. Kolstad        42       Director

     Carl A. Chase          53       Sr. Vice President - Budgets & Controls

     Gregory H. Neer        35       Sr. Vice President - Operations

     Mark C. Neer           39       Sr. Vice President - Business Development

     Harry  M. Neer.  Mr. Neer has been President, Chief Executive Officer and a
director  of  Rockport  since  1997.  Mr.  Neer has a Masters degree in Hospital
Administration  and  his  entire  career has been in the healthcare delivery and
managed  healthcare  industry.  Mr.  Neer's  experience  includes  serving  as
President  of  USA  Health  Network,  as Division Vice President of the Hospital
Corporation  of  America and as President of the Presbyterian Hospital System in
Oklahoma  City,  Oklahoma.  Prior  to  1993,  Mr.  Neer was a consultant for USA
Healthcare  Network,  Inc.  and Columbia Hospital Systems.  From January 1993 to
October  1994,  Mr.  Neer was President of USA Health Holding, a holding company
for  a  group  of  managed healthcare companies.  From November 1994 to November
1997,  Mr.  Neer  provided  consulting services to the healthcare industry.  Mr.
Neer  is  the  father  of  Gregory  H.  Neer  and  Mark  C.  Neer.

     Larry  K.  Hinson.  Mr. Hinson has been Chief Financial Officer, Secretary,
Treasurer  and  a director of Rockport since 1997.  Mr. Hinson has a Bachelor of
Business Administration degree with a major in accounting from the University of
Texas.  Mr.  Hinson  has over 30 years' experience as a CPA in a wide variety of
industries, primarily in the insurance and healthcare industries.  He has served
as  Chief  Financial Officer of USA Healthcare Network, Inc., Vice President and
Treasurer  of  Reserve Life Insurance Company of Dallas, Texas, and was formerly
with  KPMG,  LLP  in Dallas and Austin, Texas.  From March 1989 to October 1994,
Mr.  Hinson  was Vice Chairman and Chief Financial Officer of USA Health Holding
Company  and its subsidiaries and also served as President of USA Health Network
Company.  From  November  1994  to November 1997, Mr. Hinson provided consulting
services  to  the  healthcare  industry.

     John K. Baldwin.  Mr. Baldwin has been Chairman of the Board and a director
of  Rockport since 1997.  Mr. Baldwin is an attorney and possesses an MBA degree
in  finance.  During  the  period  1961  through  1970,  Mr.  Baldwin  served as
corporate  counsel  and  held various executive positions with Litton Industries
and  Dart Industries. Thereafter, as an entrepreneur, he founded businesses that
operated  profitably  in  the  areas of real estate development, direct sales to


                                       33
<PAGE>
consumers  and  providing  marketing  and  financial  services  to  healthcare
providers.  His  wholly  owned  Athena Company, a direct marketing business, was
sold  to  the  Gillette  Company  in  1976.  In 1977, Mr. Baldwin co-founded and
served  as  Vice  Chairman  of  American  Sterling  Corporation  that engaged in
providing  insurance  and  data  processing  services  to  major  financial
institutions.  This  business  was  sold  to  Zurich  Insurance Company in 1997.

     Eric  H.  Kolstad.  Mr. Kolstad has been a director of Rockport since March
2000.  Mr. Kolstad is currently an investment advisor with Capstone Investments,
Newport  Beach, California.  In 1985, Mr. Kolstad joined Merrill Lynch's Private
Client Group in Newport Beach and then in 1997 joined Capstone Investments.  Mr.
Kolstad,  in  addition  to  his  Capstone responsibilities, is currently General
Partner  of  Cristal  Investments,  LLC, the general partner of a hedge fund for
accredited  investors.

     Carl  A.  Chase.  Mr.  Chase  has  been  Senior  Vice President - Budgets &
Controls  for  Rockport  since  April  2001.  Mr.  Chase  received a Bachelor of
Accountancy  degree  from  the University of Oklahoma in 1975.  Prior to joining
Rockport, Mr. Chase was an independent consultant to Rockport from June 2000 and
from  August  1999  to  May 2000, was Chief Financial Officer of ClearWorks.net,
Inc.  Mr.  Chase  also  served  as  Chief  Financial  Officer  of  Bannon Energy
Incorporated,  an  independent oil and gas company, from December 1992 to August
1999.  Mr.  Chase  has  over  25  years'  experience  in  the  areas of finance,
accounting  and  administration  with both private and public companies.  He has
held  various  positions  with  both major and independent oil and gas companies
where  his  responsibilities  included  SEC  reporting and compliance, obtaining
financing  for  capital  programs,  mergers  and  acquisitions,  budgeting  and
forecasting  and  policies,  procedures  and  internal  controls.

     Gregory  H.  Neer.  Mr.  Neer joined the Company in May 1997 as Director of
MIS  which  ended  March  2001  and  was  promoted  to  Senior  Vice President -
Operations  effective as of April 2001.  Mr. Neer's responsibilities include the
development  and  maintenance  of  the  Company's proprietary repricing software
system.  Mr.  Neer  has  in  excess  of  seven  years' experience in information
systems,  sales  and  project management.  Through the past five years, Mr. Neer
has  improved  and  maximized  companies'  resources  through  development  of
user-friendly  interfaces  including:  Information  System Consultant for Vauter
Door  Co.  from  August  1993 to January 1994, where he created and developed an
interactive  door manufacturing Windows' based application while working closely
with  management  and  staffed employees to tailor the program to specific needs
and Sales Engineer/Project Manager for Stewart & Stevenson Services from October
1994  to May 1997, where he created and integrated Microsoft Access applications
to  track,  manage  and  analyze  trends  and the status of requests for quotes,
business  contracted  and  loss.

     Mark  C.  Neer.  Mr.  Neer  joined  the  Company  in  January  2000 as Vice
President  -  Business  Development  which  ended March 2001 and was promoted to
Senior  Vice  President  - Business Development effective as of April 2001.  Mr.
Neer  has  a  Bachelors  degree  in  English  Literature  with a double minor in
Business  Administration  and  Psychology.  Mr.  Neer  has  over thirteen years'
experience  in  physician  practice  management  and  healthcare consulting.  He
served  as  Director  of  Regional  Operations  for  CareSelect Group, Inc. from
October  1996 to February 2000, a national physician practice management company
with  responsibility  for  22  specialty  physicians,  over 120 employees and an
annual  budget  of $15 million in revenue.  Prior to CareSelect, Mr. Neer served
as  a  principal and senior healthcare consultant for Tactical Integration, Inc.
from  June  1994 to October 1996, representing Baylor College of Medicine, OrNda
Health  Care  Systems,  Cigna  Health Care, and Blue Cross/Blue Shield of Texas.
From  1988  to  1994,  Mr.  Neer  served  as  the  Administrator  for a group of
occupational  medical  clinics  with responsibility for operating the facilities
and  developing  the  marketing  programs  that  met  industries'  needs."

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors,  executive  officers  and  persons who own beneficially more than ten
percent  of  the  common  stock of the Company, to file reports of ownership and
changes  of ownership with the SEC.  Based solely on the reports received by the
Company  and  on  written  representations  from  certain reporting persons, the
Company  believes  that  the  directors, executive officers and greater than ten
percent beneficial owners have complied with all applicable filing requirements.


                                       34
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

     The  following  table  sets forth in summary form the compensation received
during each of the last three successive completed fiscal years by the Company's
named  executive  officers:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                   ANNUAL COMPENSATION        LONG TERM COMPENSATION
                                  ----------------------  -------------------------------
                                                                       AWARDS
                                                          -------------------------------
                                                                              Securities
Name and                  Fiscal                           Restricted Stock   Underlying
Principal Position         Year   Salary ($)   Bonus ($)      Awards ($)      Options (#)
------------------------  ------  -----------  ---------  ------------------  -----------
<S>                       <C>     <C>          <C>        <C>                 <C>
Harry M. Neer               2003  $   181,250         --                 --           --
President and Chief         2002  $   150,000         --                 --           --
Executive Officer           2001  $   150,000         --                 --      150,000
------------------------  ------  -----------  ---------  ------------------  -----------
Larry K. Hinson             2003  $   171,250         --                 --      125,000
Chief Financial Officer,    2002  $   150,000         --                 --      100,000
Secretary and Treasurer     2001  $   150,000         --                 --      125,000
------------------------  ------  -----------  ---------  ------------------  -----------
Carl A. Chase               2003  $   126,667         --                 --      120,000
Senior Vice President -     2002  $   120,000         --  $       25,000 (1)          --
Budgets & Controls          2001           --         --                       50,000 (1)
------------------------  ------  -----------  ---------  ------------------  -----------
Gregory H. Neer             2003  $   132,917         --                 --      245,000
Senior Vice President -     2002  $   108,333         --                 --      100,000
Operations                  2001  $    70,000         --                 --       53,500
------------------------  ------  -----------  ---------  ------------------  -----------
Mark C. Neer                2003  $   153,750         --                 --      245,000
Senior Vice President -     2002  $   130,000         --                 --      100,000
Business Development        2001  $   130,000         --                 --       20,000
------------------------  ------  -----------  ---------  ------------------  -----------
______________
<FN>

(1)  On  April 1, 2001, Mr. Chase was issued 100,000 shares of restricted common
     stock  valued at $25,000 in accordance with his employment agreement and on
     December  7,  2000, Mr. Chase was granted 50,000 nonqualified stock options
     for  consulting  services.
</TABLE>

Option  Issuances

     The  following table sets forth information concerning individual grants of
stock options made during the fiscal year ended March 31, 2003, to the Company's
named  executive  officers:

<TABLE>
<CAPTION>
                               OPTION GRANTS IN LAST FISCAL YEAR
                                      (Individual Grants)

                      Number of
                     Securities       Percent of Total Options
                     Underlying        Granted to Employees in    Exercise or Base   Expiration
Name             Options Granted (#)         Fiscal Year          Price ($/Share)       Date
---------------  -------------------  -------------------------  ------------------  ----------
<S>              <C>                  <C>                        <C>                 <C>
Larry K. Hinson              125,000                      16.2%  $             0.23      8/4/06
Carl A. Chase                120,000                      15.6%  $             0.23      8/4/06
Gregory H. Neer              245,000                      31.8%  $             0.23      8/4/06
Mark C. Neer                 245,000                      31.8%  $             0.23      8/4/06
</TABLE>


     As  of  March  31, 2003, incentive stock options to purchase 907,900 shares
exercisable  at  prices  ranging  from $0.20 to $0.50 per share that vest over a
three-year  period were outstanding under the Company's 2000 Long-Term Incentive
Plan.  Of this amount, 800,100 were issued to executive officers of the Company.
As  of March 31, 2003, nonqualified stock options to purchase 50,000 shares were
granted  to  an executive officer of the Company, exercisable at $0.25 per share
and  are  immediately  exercisable.  As  of  March 31, 2003, options to purchase
42,100  shares  were  available  to  be  granted  pursuant to the 2000 Long-Term
Incentive  Plan.


                                       35
<PAGE>
     As  of  March  31, 2003, incentive stock options to purchase 593,400 shares
exercisable  at  prices  ranging  from $0.19 to $0.23 per share that vest over a
three-year  period  were outstanding under the Company's 2002 Stock Option Plan.
Of this amount, 583,400 were issued to executive officers of the Company.  As of
March  31,  2003,  there  were no nonqualified stock options outstanding.  As of
March  31, 2003, options to purchase 406,600 shares were available to be granted
pursuant  to  the  2002  Stock  Option  Plan.

<TABLE>
<CAPTION>
                           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                  AND FISCAL YEAR-END OPTION VALUES


                       Shares                  Number of Securities         Value of Unexercised
                 Acquired  on     Value       Underlying Unexercised            In-the-Money
Name             Exercise (#)  Realized ($)    Options at FY-End (#)        Options at FY-End ($)
----            ------------  ------------  -----------  --------------  -----------  --------------
                                             Exercisable  Unexercisable   Exercisable  Unexercisable
                                             -----------  --------------  -----------  --------------
<S>              <C>           <C>           <C>          <C>             <C>          <C>
Harry M. Neer              --            --      100,000          50,000           --              --
Larry K. Hinson            --            --      116,667         233,333           --              --
Carl A. Chase              --            --       50,000         120,000           --              --
Gregory H. Neer            --            --       68,999         329,501           --              --
Mark C. Neer               --            --       46,667         318,333           --              --
</TABLE>

     The  fair  market  value of the Company's common stock as of the end of the
fiscal  year  ended  March  31,  2003,  was $0.19 per share.  Since the exercise
prices  of  the options listed above range between $0.23 and $.50 per share, the
options were not in-the-money as of the end of the Company's fiscal year, and no
value  is  set forth in the above table under Securities and Exchange Commission
rules.

Equity  Compensation  Plans

     The following table gives information about the Company's common stock that
may  be  issued  upon the exercise of options under its 2000 Long-Term Incentive
Plan  and  2002 Stock Option Plan as of March 31, 2003, which have been approved
by the Company's stockholders, and under compensation arrangements that were not
approved  by  the  Company's  stockholders.

<TABLE>
<CAPTION>
                                                                                 Number of Securities
                             Number of Securities                              Remaining Available for
                              To be Issued Upon         Weighted Average        Future Issuance Under
                           Exercise of Outstanding     Exercise Price of         Equity Compensation
                            Options, Warrants and     Outstanding Options,   Plans (Excluding Securities
                                    Rights            Warrants and Rights       Reflected in Column A)
Plan Category                        (A)                      (B)                        (C)
-------------                        ---                      ---                        ---
<S>                        <C>                       <C>                     <C>
Equity Compensation Plans
Approved by Security
Holders                                  1,551,300   $                 0.29                       448,700
Equity Compensation Plans
Not Approved by Security
Holders                               1,000,000 (1)  $                0.345                            --
                           ------------------------------------------------------------------------------
    Total                                2,551,300   $                 0.31                       448,700
                           ==============================================================================
<FN>

(1)  In  conjunction with a consulting services agreement with George Bogle, the
     Company  issued  warrants to purchase 1,000,000 shares of restricted common
     stock  at  any time until November 25, 2011, at a price of $.345 per share,
     the  fair  market  value  on the date of grant, which was determined by the
     mean  of the closing bid and asked prices, and are immediately exercisable.
</TABLE>


                                       36
<PAGE>
Employment  Contracts  and  Termination  of  Employment  and  Change-in-Control
Agreements

     The  Company  has entered into identical employment agreements with Messrs.
Harry  M.  Neer  and  Larry  K. Hinson.  The employment agreements have one-year
terms expiring December 31, 2001, which are automatically renewed for successive
one-year  periods,  unless  terminated  by  either party on three months notice,
whereby  each  individual  receives a fixed annual salary.  Effective October 1,
2002, the Company's Board of Directors approved an increase of Mr. Neer's annual
salary  to  $200,000  per  year and an increase of Mr. Hinson's annual salary to
$180,000  per year.  If the Company terminates the employment agreements without
cause  before  the  expiration  of the agreements, the terminated executive will
receive  a  lump-sum  payment  equal to one-half of his base annual salary.  Mr.
Chase  has  a  one-year  employment  agreement expiring March 31, 2002, which is
automatically  renewed  for  successive  one-year  periods, unless terminated by
either  party  on three months notice, whereby he receives a fixed annual salary
and  a  sign-on  bonus  of 100,000 shares of restricted common stock.  Effective
April  1,  2003,  the  Company's  Board of Directors approved an increase of Mr.
Chase's  annual  salary  to  $140,000  per  year.  If the Company terminates the
employment  agreement  without cause before the expiration of the agreement, Mr.
Chase  will  receive  a  lump-sum  payment  equal to one-half of his base annual
salary.  There  are  no  employment  agreements  with Gregory H. Neer or Mark C.
Neer.

Director  Compensation

     Directors  who  are  employees or consultants of the Company do not receive
any  compensation  for  serving  as directors.  All directors are reimbursed for
ordinary  and  necessary expenses incurred in attending any meeting of the Board
of  Directors or any committee thereof or otherwise incurred in their capacities
as  directors.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As  of  March 31, 2003, 13,626,302 shares of common stock were outstanding.
The  following  table  sets  forth, as of such date, information with respect to
shares  beneficially owned by: (a) each person who is known to be the beneficial
owner of more than 5% of the outstanding shares of common stock, (b) each of the
Company's  directors  and  executive  officers and (c) all current directors and
executive  officers  as  a  group.

     Beneficial  ownership  has  been  determined  in accordance with Rule 13d-3
under  the  Exchange  Act.  Under  this  rule,  shares  may  be  deemed  to  be
beneficially  owned  by more than one person (if, for example, persons share the
power  to  vote or the power to dispose of the shares).  In addition, shares are
deemed  to  be  beneficially  owned  by  a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant or conversion
of  convertible  debt) within sixty days of the date as of which the information
is provided.  In computing the percentage ownership of any person, the amount of
shares  is  deemed  to  include  the amount of shares beneficially owned by such
person  by  reason  of  such acquisition rights.  As a result, the percentage of
outstanding  shares  of  any  person  as  shown  in the following table does not
necessarily  reflect  the  person's  actual voting power at any particular date.

     To  the  Company's  knowledge, except as indicated in the footnotes to this
table  and  pursuant to applicable community property laws, the persons named in
the  table  have  sole voting and investment power with respect to all shares of
common  stock  shown as beneficially owned by them.  Unless otherwise indicated,
the  business  address  of the individuals listed is 50 Briar Hollow Lane, Suite
515W,  Houston,  Texas  77027.


                                       37
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF                                             NUMBER OF SHARES        PERCENTAGE OF
BENEFICIAL OWNER                                             BENEFICIALLY OWNED (1)  OUTSTANDING SHARES
<S>                                                          <C>                     <C>
John K. Baldwin (2)                                                   5,415,771 (2)                37.0%
Harry M. Neer                                                         1,196,755 (3)                 8.7%
Larry K. Hinson                                                         441,622 (4)                 3.2%
Eric H. Kolstad (5)                                                     120,983                       *
Carl A. Chase                                                           381,572 (6)                 2.8%
Gregory H. Neer                                                          93,999 (7)                   *
Mark C. Neer                                                             96,667 (8)                   *
All Executive Officers and Directors as a group (7 persons)           7,747,369 (9)                51.6%
Robert D. Johnson (10)                                               2,510,745 (10)                18.2%
George Bogle (11)                                                    1,025,000 (11)                 7.0%
Robert C. Johnson (12)                                                 974,929 (12)                 6.7%
______________________
<FN>

*  Less  than  one  percent

(1)  As  of  March  31,  2003,  there  were  13,626,302  shares  of common stock
     outstanding.  This does not include any stock options or warrants which are
     currently  exercisable  or  shares  of  common  stock to be issued upon the
     conversion  of  principal and accrued interest of the Company's convertible
     notes.
(2)  Mr.  Baldwin's business address is 901 Highland Avenue, Del Mar, California
     92014.  Includes  998,418  shares  of  common  stock  underlying a $300,000
     convertible  note  and  accrued  interest  of $59,430 as of March 31, 2003.
(3)  Includes  options to purchase 100,000 shares of common stock at an exercise
     price  of  $0.25  per  share,  expiring  December  7,  2004.
(4)  Includes  options  to  purchase  116,667 shares of common stock at exercise
     prices ranging from $0.25 to $0.50 per share, expiring December 7, 2004 and
     September  1, 2005. Also includes 108,318 shares held jointly by Mr. Hinson
     and  his  former  spouse,  of which Mr. Hinson has complete voting control.
(5)  Mr. Kolstad's business address is 2600 Michelson Drive, 17th Floor, Irvine,
     California  92612.
(6)  Includes  options  to purchase 50,000 shares of common stock at an exercise
     price  of  $0.25 per share, expiring December 7, 2004. Also includes 60,000
     shares  held  by  Mr.  Chase's  wife.
(7)  Includes  options  to  purchase  68,999  shares of common stock at exercise
     prices ranging from $0.25 to $0.50 per share, expiring December 7, 2004 and
     September  1,  2005.
(8)  Includes  options  to  purchase  46,667  shares of common stock at exercise
     prices ranging from $0.25 to $0.50 per share, expiring December 7, 2004 and
     September  1,  2005.
(9)  Includes  options  to  purchase  382,333 shares of common stock and 998,418
     shares  of  common  stock  to  be  issued  upon  the conversion of $300,000
     convertible  notes  and  $59,430  accrued  interest  on  the  notes.
(10) Mr.  Johnson's  business address is 13606 Bermuda Dunes Ct., Houston, Texas
     77069.  Includes  165,966  shares  of  common  stock  underlying  a $50,000
     convertible  note  and  accrued  interest  of  $9,748 as of March 31, 2003.
(11) Mr.  Bogle's  business  address is 916 S. Capital of Texas Highway, Austin,
     Texas 78746. Includes warrants to purchase 1,000,000 shares of common stock
     at  an  exercise  price  of  $0.345  per share, expiring November 25, 2011.
(12) Mr.  Johnson's business address is 7085 W. Belmont Dr., Littleton, Colorado
     80123.  Includes  849,929  shares  of  common  stock  underlying  $250,000
     principal amount of convertible notes and accrued interest of $43,610 as of
     March  31,  2003.
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

     On  June  16,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured note to Mr. Baldwin in the amount of $300,000.  The note
is convertible into common stock at a conversion price of $.36 per share anytime
prior to June 2004.  On December 31, 2002, the Company renegotiated the terms of
the  note and extended the due date and conversion date to April 1, 2005.  As of
March 31, 2003, accrued interest of $59,430 was due to Mr. Baldwin.  On November
26,  2001  and  on  January  9,  2002, the Company borrowed $50,000 and $50,000,


                                       38
<PAGE>
respectively,  from  Mr.  Baldwin  on  a short-term note due June 30, 2002 at an
annual  interest  rate  of  8%.  On  June 30, 2002, the Company renegotiated the
terms of the note and extended the due date to April 1, 2004.  Additionally, the
Company  added  $93,000  of  accrued legal fees and $34,493 of accrued overwrite
fees  due  to  Mr. Baldwin to the principal amount of the note.  On December 31,
2002,  the  Company renegotiated the terms of the note and extended the due date
to  April  1,  2005.

     Mr. Baldwin 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, 2003.  During the years ended March 31,
2003  and  2002, Mr. Baldwin earned $72,000 and $78,000, respectively, from this
agreement.  Mr.  Baldwin  had  a consulting agreement with the Company effective
April  1,  2001,  whereby  he  was to perform various management services to the
Company and earned a consulting fee equal to a two percent (2%) overwrite on the
gross  fees  earned  of the Company's workers' compensation network.  During the
year ended March 31, 2002, Mr. Baldwin earned $34,493 from this agreement.  This
agreement  was  not  renewed  effective  April  1,  2002.

     On  June  9,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured  note to Mr. Robert D. Johnson, a former director of the
Company, in the amount of $50,000.  The note is convertible into common stock at
a  conversion  price  of $.36 per share anytime prior to June 2004.  As of March
31,  2003,  accrued interest of $9,748 was due to Mr. Johnson.  During September
1998,  the  Company  acquired  Newton Healthcare Network, LLC from Bannon Energy
Incorporated,  which  was  owned  by  Mr.  Johnson prior to its dissolution.  In
accordance  with  the  purchase  and  sale  agreement,  Bannon  is  to receive a
commission  overwrite  of  two percent (2%) of the gross revenue attributable to
Rockport  Community  Network, Inc.  For the years ended March 31, 2003 and 2002,
Mr.  Johnson  earned  $74,920  and  $34,493,  respectively,  from this agreement

     On  June  16,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured note to Mr. Robert C. Johnson in the amount of $150,000.
Mr.  Johnson  is  not related to Mr. Robert D. Johnson.  The note is convertible
into  common stock at a conversion price of $.36 per share anytime prior to June
2004.  On  October  30,  2001,  the  Company issued a three-year 10% convertible
subordinated  unsecured note to Mr. Johnson in the amount of $100,000.  The note
is  convertible  into  common  stock  at  a  conversion price of $.325 per share
anytime  prior  to  October 2004.  As of March 31, 2003, accrued interest on the
notes  of  $43,610  was  due  to  Mr.  Johnson.

     On  November 29, 2001, the Company issued to Mr. George Bogle 25,000 shares
of  common  stock  in consideration of consulting services valued at $7,500.  On
November  26, 2001, in conjunction with a consulting services agreement with Mr.
Bogle,  the  Company  issued warrants to purchase 1,000,000 shares of restricted
common stock at any time until November 25, 2011, at a price of $.345 per share,
the  fair market value on the date of grant, which was determined by the mean of
the  closing  bid and asked price, and are immediately exercisable.  No warrants
have  been  exercised  as  of  March  31,  2003.


                                       39
<PAGE>
                                     PART IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

Exhibit  No.        Description
------------        -----------


2.1                 Agreement  and  Plan  of  Reorganization  (incorporated  by
                    reference  to  Exhibit 2.1 to Registrant's Current Report on
                    Form  8-K,  dated  January  5,  1998)
3.1                 Certificate  of Incorporation of Registrant (incorporated by
                    reference  to  Exhibit  3.1  to  Registrant's  Registration
                    Statement  on  Form 10-SB, dated July 26, 1994, SEC File No.
                    0-23514)
3.2                 Certificate  of Amendment to Certificate of Incorporation of
                    Registrant dated January 16, 1998 (incorporated by reference
                    to  Exhibit  3.2  to  Registrant's  Annual  Report  on  Form
                    10-KSB/A,  dated  June  3,  2002)
3.3                 Certificate  of Amendment to Certificate of Incorporation of
                    Registrant dated October 14, 2002 (incorporated by reference
                    to  Exhibit  4.3 to Registrant's Form S-8, dated October 24,
                    2002,  SEC  File  No.  333-100732)
3.4                 Amended  and  Restated Bylaws of Registrant (incorporated by
                    reference  to  Exhibit  4.4  to Registrant's Form S-8, dated
                    October  24,  2002,  SEC  File  No.  333-100732)
4.1                 Specimen  of  Registrant's  Common  Stock  Certificate
                    (incorporated  by  reference  to  Exhibit  4 to Registrant's
                    Annual  Report  on  Form  10-KSB/A,  dated  June  29,  2000)
4.2                 Three-year  10%  Convertible  Subordinated  Unsecured  Notes
                    (incorporated  by  reference  to Exhibit 4.2 to Registrant's
                    Annual  Report  on  Form  10-KSB,  dated  June  28,  2001)
10.1                Employment  Agreement  with  Carl  A. Chase (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  2001)
10.2                Employment  Agreement  with  Harry  M. Neer (incorporated by
                    reference  to  Exhibit 10.1 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.3                Employment  Agreement  with Larry K. Hinson (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.4                Engagement  Agreement  with John K. Baldwin (incorporated by
                    reference  to  Exhibit 10.6 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  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)


                                       40
<PAGE>
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)
21.1                Subsidiaries  of  Registrant  (incorporated  by reference to
                    Exhibit  22  to Registrant's Annual Report on Form 10-KSB/A,
                    dated  June  29,  2000)
23.1                Consent  of  Hein  +  Associates,  LLP
99.1                Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002.
99.2                Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002.

(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.  - The Registrant has not filed any reports on
          Form  8-K  during  the  quarter  covered  by  this  Form  10-KSB.

ITEM  14.  CONTROLS  AND  PROCEDURES

     With the participation of management, the Company's chief executive officer
and  chief  financial  officer  evaluated  the Company's disclosure controls and
procedures  on  June  25,  2003.  Based  on  his evaluation, the chief executive
officer  and  chief financial officer concluded that the disclosure controls and
procedures  are  effective in connection with the Company's filing of its annual
report on Form 10-KSB for the year ended March 31, 2003.  Subsequent to June 25,
2003,  through  the  date of this filing of Form 10-KSB for the year ended March
31,  2003,  there  have  been  no  significant changes in the Company's internal
controls  or  in  other  factors that could significantly affect these controls,
including any significant deficiencies or material weaknesses that would require
corrective  action.


                                       41
<PAGE>
SIGNATURES


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

                               ROCKPORT  HEALTHCARE  GROUP,  INC.

                               By:   /s/  Larry  K.  Hinson
                               ---------------------------------------
                               Larry K. Hinson, Principal Accounting Officer,
                               Chief Financial Officer, Secretary and Treasurer

                               Date:  June 30, 2003

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

Signature                    Title               Date
---------                    -----               ----


/s/  John  K. Baldwin     Chairman of the Board                   June 30, 2003
---------------------
John  K.  Baldwin


/s/  Harry  M.  Neer      President,  Chief Executive             June 30, 2003
--------------------
Harry  M.  Neer           Officer  and  Director


/s/  Larry  K. Hinson     Secretary, Chief Financial Officer,     June 30, 2003
---------------------
Larry  K.  Hinson         Treasurer  and  Director


/s/  Eric  H.  Kolstad    Director                                June  30, 2003
----------------------
Eric  H.  Kolstad


                                       42
<PAGE>
I, Harry M. Neer, certify that:

1.   I  have  reviewed  this Annual Report on Form 10-KSB of Rockport Healthcare
     Group,  Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June 30, 2003



/s/  Harry M. Neer
------------------
Harry M. Neer,
Chief Executive Officer


                                       43
<PAGE>
I, Larry K. Hinson, certify that:

1.   I  have  reviewed  this Annual Report on Form 10-KSB of Rockport Healthcare
     Group,  Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June  30,  2003



/s/  Larry  K.  Hinson
----------------------
Larry  K.  Hinson,
Chief  Financial  Officer


                                       44
<PAGE>
                                  EXHIBIT INDEX

Exhibit  No.        Description
------------        -----------


2.1                 Agreement  and  Plan  of  Reorganization  (incorporated  by
                    reference  to  Exhibit 2.1 to Registrant's Current Report on
                    Form  8-K,  dated  January  5,  1998)
3.1                 Certificate  of Incorporation of Registrant (incorporated by
                    reference  to  Exhibit  3.1  to  Registrant's  Registration
                    Statement  on  Form 10-SB, dated July 26, 1994, SEC File No.
                    0-23514)
3.2                 Certificate  of Amendment to Certificate of Incorporation of
                    Registrant dated January 16, 1998 (incorporated by reference
                    to  Exhibit  3.2  to  Registrant's  Annual  Report  on  Form
                    10-KSB/A,  dated  June  3,  2002)
3.3                 Certificate  of Amendment to Certificate of Incorporation of
                    Registrant dated October 14, 2002 (incorporated by reference
                    to  Exhibit  4.3 to Registrant's Form S-8, dated October 24,
                    2002,  SEC  File  No.  333-100732)
3.4                 Amended  and  Restated Bylaws of Registrant (incorporated by
                    reference  to  Exhibit  4.4  to Registrant's Form S-8, dated
                    October  24,  2002,  SEC  File  No.  333-100732)
4.1                 Specimen  of  Registrant's  Common  Stock  Certificate
                    (incorporated  by  reference  to  Exhibit  4 to Registrant's
                    Annual  Report  on  Form  10-KSB/A,  dated  June  29,  2000)
4.2                 Three-year  10%  Convertible  Subordinated  Unsecured  Notes
                    (incorporated  by  reference  to Exhibit 4.2 to Registrant's
                    Annual  Report  on  Form  10-KSB,  dated  June  28,  2001)
10.1                Employment  Agreement  with  Carl  A. Chase (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  2001)
10.2                Employment  Agreement  with  Harry  M. Neer (incorporated by
                    reference  to  Exhibit 10.1 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.3                Employment  Agreement  with Larry K. Hinson (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.4                Engagement  Agreement  with John K. Baldwin (incorporated by
                    reference  to  Exhibit 10.6 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  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)
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)


                                       45
<PAGE>
23.1                Consent  of  Hein  +  Associates,  LLP
99.1                Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002.
99.2                Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002.

(1)  The  Company  has  omitted  some  portions of this exhibit and submitted it
     separately  in  a  confidential  treatment  request  filed  with  the  SEC.


                                       46
<PAGE>