UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d) OF THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  December 31, 2002

[ ]     TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d) OF THE
        SECURITIES  EXCHANGE  ACT  OF  1934  for  the  transition  period  from
        _________________  to  _______________

                         Commission File Number 0-23514

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


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


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

                                 (713) 621-9424
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



     Check  whether the issuer has (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that  the registrant was required to file such reports) and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                             Yes [X]         No [_]
                                 ---

     As of February 14, 2003, there were outstanding 13,452,296 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
                                ROCKPORT HEALTHCARE GROUP, INC.
                                    INDEX TO FORM 10-QSB
                                      DECEMBER 31, 2002

                                                                                    Page No.
                                                                                    --------
PART I    FINANCIAL INFORMATION

<S>       <C>          <C>                                                            <C>
          Item 1.      Financial Statements

                       Condensed Consolidated Balance Sheets                           3
                        December 31, 2002  (unaudited) and March 31, 2002

                       Condensed Consolidated Statements of Operations (unaudited)     4
                        Three and Nine Months Ended December 31, 2002 and 2001

                       Condensed Consolidated Statement of Changes in Shareholders'    5
                        Equity (Deficit) Nine Months Ended December 31, 2002
                       (unaudited) and Year Ended March 31, 2002

                       Condensed Consolidated Statements of Cash Flows (unaudited)     6
                        Nine Months Ended December 31, 2002 and 2001

                       Notes to Unaudited Consolidated Financial Statements            7

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

          Item 3.      Controls and Procedures                                         19

PART II   OTHER INFORMATION

          Item 1.      Legal Proceedings                                               20

          Item 2.      Changes in Securities and Use of Proceeds                       20

          Item 3.      Defaults Upon Senior Securities                                 20

          Item 4.      Submission of Matters to a Vote of Security Holders             20

          Item 5.      Other Information                                               20

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


                                        2
<PAGE>
                         PART I.  FINANCIAL INFORMATION

Item  1.     FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                         AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                       December 31,    March 31,
                                                                           2002           2002
                                                                      ----------------------------
<S>                                                                   <C>             <C>
                                    ASSETS                               (Unaudited)
Current assets:
    Cash                                                              $     118,367   $    42,637
    Accounts receivable, net of allowance of $20,000 at December 31
      and March 31, 2002                                                    864,239       512,388
    Prepaid expenses                                                          7,612           645
                                                                      ----------------------------
        Total current assets                                                990,218       555,670
                                                                      ----------------------------
Property and equipment:
    Office furniture and equipment                                           40,197        38,704
    Computer equipment and software                                         111,945        98,314
    Telephone equipment                                                      15,734        15,734
                                                                      ----------------------------
                                                                            167,876       152,752
    Less accumulated depreciation                                          (107,330)      (90,032)
                                                                      ----------------------------
        Net property and equipment                                           60,546        62,720
                                                                      ----------------------------
Other assets:
    Deposits                                                                  9,038         9,038
    Intangible assets, net                                                   88,968        99,269
                                                                      ----------------------------
                                                                             98,006       108,307
                                                                      ----------------------------
Total assets                                                          $   1,148,770   $   726,697
                                                                      ============================

               LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                   $          --   $   100,000
    Accounts payable, trade                                                 353,349       307,278
    Due to directors, officers and employees                                 33,419       151,664
    Other current liabilities                                               414,302       291,725
                                                                      ----------------------------
        Total current liabilities                                           801,070       850,667
                                                                      ----------------------------
Long-term debt                                                            1,017,842       767,849
                                                                      ----------------------------
Commitments and contingencies (Note 3)
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,
      13,452,296 and 13,387,870 shares issued and outstanding at
      December 31 and March 31, 2002, respectively                           13,452        13,387
    Additional paid-in capital                                            6,268,029     6,243,613
    Accumulated deficit                                                  (6,951,623)   (7,148,819)
                                                                      ----------------------------
         Total shareholders' deficit                                       (670,142)     (891,819)
                                                                      ----------------------------
Total liabilities and shareholders' equity (deficit)                  $   1,148,770   $   726,697
                                                                      ============================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


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

                                                     For the Three Months Ended  For the Nine Months Ended
                                                            December 31,               December 31,
                                                      ----------------------------------------------------
                                                         2002          2001         2002          2001
                                                      ----------------------------------------------------
<S>                                                   <C>          <C>           <C>          <C>
Revenue                                               $   980,816  $   385,636   $ 2,806,914  $ 1,207,383
Cost of sales                                             289,821       80,962       762,345      318,863
                                                      ----------------------------------------------------
        Gross profit                                      690,995      304,674     2,044,569      888,520
                                                      ----------------------------------------------------
Operating expenses:
  Selling, general and administrative expenses:
      Payroll and related expenses                        454,280      406,840     1,236,625    1,266,348
      Office administration                                82,875       77,472       249,301      253,736
      Professional services                                73,329       35,112       204,497      179,001
      Non-cash compensation  associated with
        issuance of stock warrants to a third party            --      345,000            --      345,000
      Other                                                21,057       13,545        44,829       38,997
                                                      ----------------------------------------------------
  Total selling, general and administrative               631,541      877,969     1,735,252    2,083,082
  Depreciation and amortization                             9,527        9,723        27,599       29,171
                                                      ----------------------------------------------------
        Total operating expenses                          641,068      887,692     1,762,851    2,112,253
                                                      ----------------------------------------------------

Income (loss) from operations                              49,927     (583,018)      281,718   (1,223,733)
Interest, net                                              29,152       20,345        84,522       47,999
                                                      ----------------------------------------------------
Net income (loss)                                     $    20,775  $  (603,363)  $   197,196  $(1,271,732)
                                                      ====================================================

Net income (loss) per share:
    Basic                                             $      0.00       ($0.05)  $      0.01       ($0.10)
                                                      ====================================================
    Diluted                                           $      0.00       ($0.05)  $      0.01       ($0.10)
                                                      ====================================================

Weighted average number of common
    shares outstanding:
    Basic                                              13,416,572   13,301,145    13,403,565   13,225,601
                                                      ====================================================
    Diluted                                            18,238,283   13,301,145    18,238,283   13,225,601
                                                      ====================================================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                       ROCKPORT  HEALTHCARE  GROUP,  INC.
                                               AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
                   FOR THE YEAR ENDED MARCH 31, 2002 AND NINE MONTHS ENDED DECEMBER 31, 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 (unaudited)         64,426           65        24,416              --        24,481
Net income (unaudited)                            --           --            --         197,196       197,196
                                        ----------------------------------------------------------------------
Balances December 31, 2002 (unaudited)    13,452,296  $    13,452  $  6,268,029  $   (6,951,623)  $  (670,142)
                                        ======================================================================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT  HEALTHCARE  GROUP,  INC.
                                       AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                         (UNAUDITED)

                                                                        2002         2001
                                                                     ------------------------
<S>                                                                  <C>         <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                                $ 197,196   $(1,271,732)
    Adjustments to reconcile net income (loss) to cash provided by
     (used in) operating activities:
        Depreciation                                                    17,298        18,870
        Amortization                                                    10,301        10,301
        Issuance of stock for services                                  24,481        71,084
        Stock warrants issued for services                                  --       345,000
        Changes in assets and liabilities:
            Accounts receivable - trade                               (351,851)     (117,811)
            Prepaid expenses                                            (6,967)       15,378
            Accounts payable                                            46,071        72,940
            Due to directors, officers and employees                     9,248        94,360
            Other current liabilities                                  122,577        90,391
                                                                     ------------------------
Cash provided by (used in) operating activities                         68,354      (671,219)
                                                                     ------------------------

Investing activities:
    Purchase of fixed assets                                           (15,124)       (7,453)
                                                                     ------------------------

Financing activities:
    Proceeds from sale of stock                                             --        23,333
    Proceeds from notes payable                                         22,500       650,000
    Repayment of notes payable                                              --       (23,659)
                                                                     ------------------------
Cash provided by financing activities                                   22,500       649,674
                                                                     ------------------------
Net increase (decrease) in cash                                         75,730       (28,998)
Cash and cash equivalents, beginning of period                          42,637        66,722
                                                                     ------------------------
Cash and cash equivalents, end of period                             $ 118,367   $    37,724
                                                                     ========================


Supplemental cash flow information:
    Interest paid                                                    $  22,500   $    14,094
                                                                     ========================

Non-cash transactions:
    Transfer of amounts due to a director to notes payable           $ 127,493   $        --
                                                                     ========================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


Note 1.  Description  of  Business

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of Rockport
Healthcare  Group, Inc. and Subsidiaries (the "Company" or "Rockport") have been
prepared pursuant to the rules and regulations for interim financial information
and  the  instructions  to  Form 10-QSB and Regulation S-B. Accordingly, certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been  omitted. In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  December  31,  2002,  the results of operations for the three and nine-month
periods  ended December 31, 2002 and 2001, and the cash flows for the nine-month
period  ended  December  31,  2002  and  2001.


     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  reported  amounts of revenues and expenses during the reporting
period.  Operating results for interim periods are not necessarily indicative of
the  results that may be expected for the complete fiscal year. The accompanying
unaudited  consolidated  financial statements should be read in conjunction with
the  audited consolidated financial statements and notes thereto included in the
Company's  Annual  Report  on Form 10-KSB/A (Third Amendment) for the year ended
March  31,  2002,  previously filed with the Securities and Exchange Commission.

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

     BUSINESS

     Rockport  is  a  management  company dedicated to developing, operating and
managing a network consisting of healthcare providers and medical suppliers that
serve employees with work-related injuries and illnesses. Rockport offers access
to  one  of  the  most  comprehensive  healthcare  networks 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.


                                        7
<PAGE>
     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  283,000  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.

     As  of  December 31, 2002, 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 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
unaudited  consolidated  financial  statements.


                                        8
<PAGE>
Note  2.  Notes  Payable

          Notes  payable  consist  of  the  following:
<TABLE>
<CAPTION>

                                                                  December 31,  March 31,
                                                                     2002          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.                    $     190,349  $  167,849
                                                                 -------------  ----------

Unsecured note payable 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                                                           $    1,017,842  $  867,849
                                                                ==============  ==========
</TABLE>

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

Note  3.  Commitments  and  Contingencies

          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:


                                        9
<PAGE>
          Twelve Months Ending December 31,
          ---------------------------------

           2003                              $231,573
           2004                               231,162
           2005                               104,293
                                             --------
                  Total                      $567,028
                                             ========

     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 Company's reverse merger.

     Mr.  Baldwin,  a director of the Company, has an 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.  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,  2002.  During  the year ended March 31, 2002, Mr.
Baldwin  earned  $78,000  from  this  agreement and during the nine-month period
ended  December  31,  2002, Mr. Baldwin earned $54,000 from this agreement.  Mr.
Baldwin  had  a  consulting  agreement with the Company effective April 1, 2001,
whereby he was to perform various management services for 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 had a
one-year  term  and automatically renewed for one-year periods thereafter unless
either party terminated the agreement within thirty days prior to the end of any
annual  period.  This  agreement  was  not  renewed.

     On  November  26, 2001 and on January 9, 2002, the Company borrowed $50,000
and  $50,000,  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
and  increased  the  aforementioned  legal fees to a minimum of $6,500 per month
effective  July  1,  2002.  On  December  31, 2002, the Company renegotiated the
terms  of  the  note  and  extended  the  due  date  to  April  1,  2005.

Note  4.     Stock  Options  and  Warrants

     Stock  Options

     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  December 31, 2002, 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 December 31, 2002.  No non-qualified stock options have been
granted  under  the  2002  Plan.

     On December 7, 2000, the Board of Directors of the Company adopted the 2000
Long-Term Incentive Plan (the "2000 Plan").  On September 5, 2001, the 2000 Plan
was approved by the shareholders of the Company.  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.  On  August  7,  2002,  in accordance with the 2000 Long-term Incentive
Plan,  the  Board  of Directors approved the granting of 151,600 incentive stock
options  at  an  exercise  price  of  $.23 per share that vest over a three-year


                                       10
<PAGE>
period.  The  exercise  price  on  the  date of grant was determined as the mean
between  the  bid  ($0.18)  and  asked ($0.28) prices.  As of December 31, 2002,
incentive stock options to purchase 948,000 shares exercisable at prices ranging
from $.23 to $.50 per share that vest over a three-year period had been granted.
Of  this  amount,  430,934  were  exercisable  as  of  December 31, 2002.  As of
December  31,  2002,  nonqualified  stock  options  to  purchase  50,000  shares
exercisable  at  $.25  per  share  and immediately exercisable had been granted.

     Stock  Warrants

     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.

     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  of  the closing bid and asked price, and immediately exercisable.
The  theoretical  value of the stock warrants issued as non-cash compensation to
an individual was determined to be $345,000.  No warrants have been exercised as
of  December 31, 2002.  The fair value of the warrants was estimated at the date
of  grant  using  the  Black-Scholes  option  pricing  model  with the following
assumptions: risk free rate of 6%; volatility of 320%; no assumed dividend yield
and  an  estimated  life  of  three  years.

Note  5.     Related  Party  Transactions

     See  Note  3  "Commitments  and  Contingencies"  for  a discussion of legal
services  being  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 year ended March 31, 2002 and nine-month period ended December 31,
2002,  Bannon  earned  $34,493  and  $58,248,  respectively.

Note  6.     Going  Concern

     The  accompanying  financial  statements  have  been prepared assuming that
Rockport  Healthcare  Group, Inc. will continue as a going concern.  The Company
has  an  accumulated  deficit in shareholders' equity of $670,142 as of December
31,  2002.  This  matter raises substantial doubt about the Company's ability to
continue  as  a  going  concern.

     The  Company  has  funded its operations through the sale of Company common
stock,  borrowed  funds from outside sources and converted employee and director
debt  to  common stock of the Company.  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.  As  of  December  31,  2002,  of  the  three-year convertible
subordinated  unsecured  notes, the Company had issued notes to a director and a
former  director  in  the  aggregate amount of $350,000 and an individual in the
aggregate amount of $250,000, for total borrowings of $600,000.  These notes are
convertible into Company common stock at conversion prices ranging from $.325 to
$.36  per share anytime prior to June and 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  dates  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.


                                       11
<PAGE>
     Management  believes  that the necessary funding to implement the Company's
business  plan  has  been  obtained  and that no additional funding is required.
However,  at  the present time, the Company does not have any significant credit
facilities  available  with financial institutions or other third parties and if
additional  funding  is  required, it will be dependent upon external sources of
financing  or  loans  from  its officers, directors and shareholders. Should the
Company  experience  a  shortfall in operating cash flow, the Company may not be
able to proceed prospectively, and therefore, would no longer anticipate being a
going  concern.

Note  7.     Income  Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2002  and  2001,  are as follows:

                                           March 31,
                                  --------------------------
                                      2002          2001
                                  ------------  ------------
Accrual to cash conversion        $   283,100   $    13,700
Net operating loss carryforwards    1,623,400     1,713,000
Valuation allowance                (1,906,500)   (1,726,700)
                                  ------------  ------------
     Net deferred tax asset       $        --   $        --
                                  ============  ============

     The  increase  in the valuation allowance during fiscal 2002 of $179,800 is
the  result  of  additional  losses  incurred  during  the  year.

     As  of  March 31, 2002, the Company has net operating loss carryforwards of
approximately  $4,775,000  which  begin  to expire in 2012 through 2022.  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 tax benefit of zero for fiscal
years 2002 and 2001 and the expected benefit 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.     Significant  Concentration

     Three  clients  accounted for approximately 10.2%, 20.3% and 30.7% of sales
for  the nine months ended December 31, 2002.  No other clients represented more
than  10%  of  sales of the Company for the nine months ended December 31, 2002.


                                       12
<PAGE>
Item  2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF OPERATIONS AND
             FINANCIAL  CONDITION

FORWARD-LOOKING  STATEMENTS


     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  satisfactory  relationships  with
          healthcare  providers  and  employers and enroll sufficient numbers of
          employees  of contracting employers to utilize the Company's services;
     -    continued  efforts  to  control  healthcare  costs;
     -    potential regulation 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 products 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.

     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.

     The  following discussion and analysis of the Company's financial condition
as  of  December 31, 2002, the Company's results of operations for the three and
nine-month  periods  ended  December  31,  2002 and 2001, and the Company's cash
flows  for  the  nine-month  periods ended December 31, 2002 and 2001, should be
read  in  conjunction  with  the  Company's  unaudited  consolidated  financial
statements  and  notes thereto included elsewhere in this report and the audited
consolidated  financial  statements  and  the  notes  thereto  included  in  the
Company's  Annual  Report  on  Form 10-KSB/A(Third Amendment) for the year ended
March  31,  2002.

OVERVIEW

     Rockport  is  a  management  company dedicated to developing, operating and
managing a network consisting of healthcare providers and medical suppliers that
serve employees with work-related injuries and illnesses. Rockport offers access
to  one  of  the  most  comprehensive  healthcare  networks 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 claims 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  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  network,  state  by state, to increase business to its healthcare


                                       13
<PAGE>
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  283,000  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.

RESULTS  OF  OPERATIONS

Nine  Months  Ended  December  31,  2002  to Nine Months Ended December 31, 2001
--------------------------------------------------------------------------------

     The  following table sets forth certain operating information regarding the
Company  for  the  nine-month  periods  ended  December  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                         December 31,
                                                   ------------------------
                                                      2002         2001
                                                   ------------------------
<S>                                                <C>         <C>
Revenue                                            $2,806,914  $ 1,207,383
    Cost of sales                                     762,345      318,863
                                                   ------------------------
Gross profit                                        2,044,569      888,520
    Selling, general and administrative expenses    1,735,252    2,083,082
    Depreciation and amortization                      27,599       29,171
                                                   ------------------------
Income (loss) from operations                         281,718   (1,223,733)
Interest, net                                          84,522       47,999
                                                   ------------------------
Net income (loss)                                  $  197,196  $(1,271,732)
                                                   ========================

Net income (loss) per share:
    Basic                                          $     0.01       ($0.10)
                                                   ========================

    Diluted                                        $     0.01       ($0.10)
                                                   ========================
</TABLE>


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

     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.


                                       14
<PAGE>
     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  55% from 111,736 bills during the nine months ended
December  31,  2001,  to 173,499 bills during the nine months ended December 31,
2002.  During  the  same  time  period,  the  number of in-network medical bills
processed  by  the  Company's clients within their software systems increased by
311%  to  415,303  bills  from  101,153  bills  during  the  2001 period.  Total
in-network  medical  bills  processed,  both  by  the  Company and the Company's
clients,  increased  by  177% from 212,889 during the nine months ended December
31, 2001, to 588,802 during the nine months ended December 31, 2002.  The number
of  in-network  bills  processed  by  both the Company and the Company's clients
during  the  three  months  ended  December  31, 2002 when compared to the three
months  ended  September  30,  2002,  increased  by  5% from 203,848 to 214,584.

     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 December 31, 2002, the Company's
network consisted of over 283,000 physicians, hospitals and ancillary healthcare
providers in all 50 states and the District of Columbia.  This is an increase of
approximately  28,000  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 quarter ended December 31, 2002, the number of
clients  and  their  customers  utilizing  the  Company's  provider  network had
increased  to  245,  an  increase  of  49  clients and customers over the fiscal
quarter ended December 31, 2001.  Of these amounts, as of December 31, 2002, the
Company  had  access  agreements  with  25 clients who in turn had 220 customers
utilizing Rockport's provider network.  This was an increase of 6 clients and 43
customers  over  the  quarter  ended December 31, 2001.  The number of customers
accessing  the  Company's  network  during  any time period varies based on such
customer's  medical  needs,  as  such  the  number  of customers that access the
Company's  network  will vary from period to period.  Consequently, the increase
in  the  number  of clients and their customers, coupled with an increase in the
number  of  employers and insurance companies who are the ultimate beneficiaries
of the Company's network, resulted in an increase in revenue for the nine months
ended  December  31, 2002, of 133% to $2,806,914, an increase of $1,599,531 from
$1,207,383  for  the nine months ended December 31, 2001.  The Company saved its
clients in excess of $24 million during the nine months ended December 31, 2002,
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 nine
months  ended  December  31, 2002.  Those clients were Health Net Plus (formerly
EOS Group) which contributed 10.2% of total revenue, Intracorp which contributed
30.7%  of  total revenue and Fair Isaac & Co. (formerly HNC Insurance Solutions,
Inc.)  which  contributed  20.3%  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.  Either  party may terminate the
agreement for any reason by giving the other party 180 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
written notice of intent to terminate if the breach is not cured within 15 days.
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


                                       15
<PAGE>
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 & Co. 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.

     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  $443,482, or 139%, from $318,863 during the nine
months  ended  December  31,  2001,  to  $762,345  during  the nine months ended
December  31,  2002.  Fees  incurred for access to third party provider networks
are  based  on  a  percentage  of the Company's revenue from using such network.
Sales  commissions  and commission overwrites paid by the Company are based on a
percentage  of revenue billed and collected.  For the nine months ended December
31, 2002, cost of sales were comprised of network access fees of $618,048, sales
commissions to non-employee sales personnel of $86,049 and commission overwrites
of  $58,248.

     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 54,426 shares of its restricted common stock during
the  nine  months  ended  December  31, 2002, for this bonus which was valued at
$20,682.  Additionally,  for  the nine months ended December 31, 2002, these two
individuals  earned  sales  commissions  in  the  aggregate  of $25,340.  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 nine
months  ended  December  31,  2002,  Bannon  earned  $58,248.

     Gross profit.  The Company's gross profit increased by $1,156,045, or 130%,
from  $888,520  during  the  nine  months ended December 31, 2001, to $2,044,569
during  the  nine  months ended December 31, 2002.  The increase in gross profit
was  attributable  to  the increase in revenue.  Gross profit as a percentage of
revenue  decreased  from  74% during the nine months ended December 31, 2001, to
73%  during  the  nine  months  ended  December  31,  2002.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses  decreased  by $347,830, or 17%, from $2,083,082 during
the  nine  months  ended December 31, 2001, to $1,735,252 during the nine months
ended December 31, 2002.  Payroll and related expenses decreased from $1,266,348
during the nine months ended December 31, 2001, to $1,236,625, or 2%, during the
nine  months ended December 31, 2002.  In April 2001, the Company issued 100,000
shares  of  restricted  common  stock to an executive officer as a sign-on bonus
valued  at  $25,000  and  eliminated  three positions during October 2001, which
benefit  was  realized  during  the  nine-month  period ended December 31, 2002.
These  reduced  costs  were  partially  offset  by  an  increase in group health
insurance premiums during the 2002 period.  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,  and  immediately  exercisable.  The theoretical value of the
stock  warrants issued as non-cash compensation to the individual was determined
to  be  $345,000  and  recorded as an expense during the nine-month period ended
December  31,  2001.  No  such expense was incurred during the nine-month period


                                       16
<PAGE>
ended December 31, 2002. Other components of selling, general and administrative
expenses  when  compared  to  the  nine  months  ended December 31, 2001, were a
decrease  in office administration expenses of $4,435, increases in professional
fees  of  $25,496  and increases in other expenses of $5,832. The primary reason
for  the  increase in professional fees was due to an increase in consulting and
outside  professional  services fees, partially offset by a decrease in investor
relations  expenses.

     Depreciation  and  amortization. Depreciation and amortization decreased by
$1,572,  or  5%, from $29,171 during the nine months ended December 31, 2001, to
$27,599  during  the  nine  months  ended  December  31,  2002.

     Interest  expense.  Interest  expense  increased  by  $36,523, or 76%, from
$47,999  for  the  nine  months ended December 31, 2001, to $84,522 for the nine
months  ended  December  31, 2002. The Company has issued $600,000 of three-year
10% convertible subordinated unsecured notes due June and October 2004 and April
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  accrues interest at 8% per annum and both principal and interest are
due  April  1,  2005. The increase in borrowings has resulted in the increase in
interest  expense. 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 nine months ended December
31,  2002,  of $197,196, or $0.01 per share (basic and diluted), compared with a
net  loss  of  $1,271,732,  or $0.10 per share (basic and diluted), for the nine
months  ended December 31, 2001.  The increase in net income for the nine months
ended  December  31, 2002, when compared to a net loss for the nine months ended
December  31,  2001, is a result of increased revenue and gross profit resulting
from increased utilization of the Company's PPO network by its clients and their
customers.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  following summary table presents comparative cash flows of the Company
for  the  nine-month  periods  ended  December  31,  2002  and  2001:

<TABLE>
<CAPTION>

                                                              December 31,
                                                          ---------------------
                                                            2002        2001
                                                          ---------------------
<S>                                                  <C>        <C>
     Net cash provided by (used in) operating activities  $ 68,354   $(671,219)
     Net cash used in investing activities                $(15,124)  $  (7,453)
     Net cash provided by financing activities            $ 22,500   $ 649,674
</TABLE>


Nine Months Ended December 31, 2002 to Nine Months Ended December 31, 2001
--------------------------------------------------------------------------

     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 nine months ended
December  31,  2002,  was  $68,354  compared  with  net  cash  used in operating
activities  of $671,219 for the nine months ended December 31, 2001.  Based upon
net cash provided by operating activities of $68,354, this was an improvement of
$739,573  over  the prior year nine-month period.  The primary components of net
cash  provided  by  operating  activities for the 2002 period were net income of
$197,196,  non-cash  charges  of  $52,080,  and  increases  in accounts payable,
amounts  due  to directors, officers and employees and other current liabilities
of  $46,071, $9,248 and $122,577, respectively, which was partially offset by an
increase  in  accounts  receivable of $351,851 and increases in prepaid items of
$6,967.  During the 2001 period, the Company issued $600,000 principal amount of
its  three-year  10%  convertible subordinated unsecured notes, borrowed $50,000
from  a  director  on  a  short-term  note, made repayments of existing notes of
$23,659  and  sold  common  stock  for  $23,333 representing the decrease in the
current  nine-month  period  of  cash  provided  by  financing  activities.

     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


                                       17
<PAGE>
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 dates 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  accrues  interest at 8% per annum and both principal and interest were due
April  1, 2004. On June 30, 2002, the Company renegotiated the terms of the note
and  added  $93,000  of  accrued  legal  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. Management believes that the necessary
funding  to implement the Company's business plan has been obtained. However, if
the  Company  requires  additional  funding,  it will be dependent upon external
sources  of  best  efforts  financing  or loans from its officers, directors and
shareholders.

     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
December 31, 2002, the Company had available cash in non-restrictive accounts of
$118,367  and positive working capital of $189,148.  The Company has experienced
a  significant  growth in revenue from the utilization of its PPO network by its
clients and their customers.  Revenue has increased 133% from $1,207,383 for the
nine  months  ended  December  31, 2001, to $2,806,914 for the nine months ended
December  31,  2002.  Furthermore,  when compared to the quarter ended September
30,  2002,  current  quarter revenue has increased 5% from $935,182 to $980,816.
The  Company believes this growth of revenue will continue into the future based
upon  the  increased business its current clients have been experiencing and new
potential  clients  the  Company  has  identified.

     The  Company's  independent  auditors  have raised a going concern issue in
Note  6  to  the  Company's  financial statements included elsewhere herein.  At
March  31,  2002,  the  Company  had  negative  working capital of $294,997.  On
November  28,  2001,  the  Company borrowed $50,000 and on January 10, 2002, the
Company  borrowed  an  additional  $50,000, each from a director of the Company.
This  note accrues interest at 8% per annum and both principal and interest were
due  December 31, 2002.  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 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.  At December 31, 2002, the Company had positive
working  capital  of  $189,148.  For  fiscal  2003  the  Company is experiencing
monthly  cash  operating  expenses  of  approximately  $185,000.  Currently, the
Company  is  generating  positive cash flow from operations and coupled with the
extension  of  the due date of the aforementioned note, 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 2003.  The
Company's continued growth is conditioned on the Company signing more employers,
insurers  and  others  for  access  to  its  PPO 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  PPO  network.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statements  of  Financial  Accounting  Standards No. 141 "Business Combinations"
("SFAS  141")  and  No.  142 "Goodwill and Other Intangible Assets ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001, to be
accounted  for  under  the  purchase  method.  For all business combinations for
which  the  date  of  acquisition  is  after June 30, 2001, SFAS 141 establishes
specific  criteria  for  the  recognition  of  intangible assets separately from
goodwill  and  requires  unallocated  negative  goodwill  to  be  written  off


                                       18
<PAGE>
immediately  as an extraordinary gain, rather than deferred and amortized.  SFAS
142  changes  the  accounting  for goodwill and other intangible assets after an
acquisition.  The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and  intangible  assets  with  definitive lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives  will  no  longer be limited to forty years.  The Company does not believe
that  the  adoption  of  these  statements  will  have  a material effect on its
financial  position,  results  of  operations  or  cash  flows.

     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS  143 "Asset
Retirement  Obligations."  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 Company adopted the statement effective  on
January  1,  2003,  as  required.  The  transition adjustment resulting from the
adoption  of  SFAS  143  will  be reported as a cumulative effect of a change in
accounting  principle.  At  this time, the Company does not expect any effect of
the  adoption of this statement on its financial position, results of operations
or  cash  flows.

     In  October  2001,  the  FASB  also  approved SFAS 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets."  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.  Statement 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.  Statement  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 Statement
144  are  effective  for  financial statements issued for fiscal years beginning
after  December  15,  2001, and, generally, are to be applied prospectively.  At
this  time,  the  Company  does  not  expect any effect of this statement on its
financial  position,  results  of  operations  or  cash  flows.

     In  April  2002,  the  FASB  approved  for issuance Statements of Financial
Accounting  Standards  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 the facts and circumstances of
the transaction.  SFAS 145 is effective for fiscal years beginning after May 15,
2002  and  adoption  is  not expected to have a material effect on the Company's
financial  position  or  results  of  its  operations.

     In  July 2002, the FASB issued Statements of Financial Accounting Standards
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
exit  or  disposal activity.  SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002.  The adoption of SFAS 146
is not expected to have a material effect on the Company's financial position or
results  of  its  operations.

Item 3.  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 February 13, 2003.  Based on this evaluation, the chief executive
officer  and  the chief financial officer concluded that the disclosure controls
and  procedures  are  effective  in  connection with the Company's filing of its
quarterly  report  on  Form  10-QSB  for the quarterly period ended December 31,
2002.  Subsequent  to February 13, 2003, through the date of this filing of Form
10-QSB  for  the  quarterly  period  ended December 31, 2002, there have been no


                                       19
<PAGE>
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  of  internal controls that would require
corrective  action.

                          PART II     OTHER INFORMATION

Item 1.  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.  The  Company  believes the claims are without merit and
intends  to  vigorously  defend  the  suit.

Item 2.  Changes  in  Securities  and  Use  of  Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the  Company  during the fiscal quarter ended December 31, 2002,
that  were  not  registered  under  the  Securities  Act.

     On December 31, 2002, under the terms of a written contract executed by the
Company,  the  Company  issued  18,458  shares of common stock to Mike Catala in
consideration  of  marketing services valued at $7,476 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On December 31, 2002, under the terms of a written contract executed by the
Company,  the Company issued 18,458 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $7,476 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

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

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

Item 3.  Defaults  Upon  Senior  Securities  -  None

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

Item 5.  Other  Information  -  None


                                       20
<PAGE>
Item 6.  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           Consulting  Agreement  with  John  K.  Baldwin  (incorporated  by
               reference  to  Exhibit 10.5 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)
10.5           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)
10.6           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)
10.7           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)
10.8           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)
10.9           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)
10.10          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)
10.11          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)
10.12          Workers'  Compensation  Master  Preferred  Client  Agreement with
               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)
10.13          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)


                                       21
<PAGE>
10.14          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)
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-QSB.


                                       22
<PAGE>
SIGNATURES

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

ROCKPORT  HEALTHCARE  GROUP,  INC.
(Registrant)

February  14,  2003           /s/  Larry  K.  Hinson
                              ----------------------
                              Larry K. Hinson
                              Chief Financial and Principle Accounting Officer
                              (Duly authorized officer)


                                       23
<PAGE>
I,  Harry  M.  Neer,  certify  that:

1.   I have reviewed this quarterly report on Form 10-QSB of Rockport Healthcare
     Group,  Inc.;

2.   Based  on  my  knowledge, this quarterly 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  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  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
     quarterly  report;

4.   The  registrant's  other  certifying  officers  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 quarterly
          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  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  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 officers 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  officers and I have indicated in this
     quarterly  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:  February  14,  2003



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


                                       24
<PAGE>
I,  Larry  K.  Hinson,  certify  that:

1.   I have reviewed this quarterly report on Form 10-QSB of Rockport Healthcare
     Group,  Inc.;

2.   Based  on  my  knowledge, this quarterly 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  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  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
     quarterly  report;

4.   The  registrant's  other  certifying  officers  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 quarterly
          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  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  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 officers 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  officers and I have indicated in this
     quarterly  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:  February  14,  2003



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


                                       25
<PAGE>