UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                        FORM 10-QSB/A (SECOND AMENDMENT)

[X]  QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  quarterly  period  ended  September 30, 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 of                (IRS Employer Identification No.)
 incorporation or organization)


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

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



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

                             Yes [X]         No [_]
                                  --

     As of November 14, 2002, there were outstanding 13,415,380 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                       INDEX TO FORM 10-QSB
                                        SEPTEMBER 30, 2002


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

          Item 1.      Financial Statements

                       Condensed Consolidated Balance Sheets                           3
                         September 30, 2002  (unaudited) and March 31, 2002

                       Condensed Consolidated Statements of Operations (unaudited)     4
                         Three and Six Months Ended September 30, 2002 and 2001

                       Condensed Consolidated Statement of Changes in Shareholders'    5
                         Equity (Deficit) Six Months Ended September 30, 2002
                         (unaudited) and Year Ended March 31, 2002

                       Condensed Consolidated Statements of Cash Flows (unaudited)     6
                         Six Months Ended September 30, 2002 and 2001

                       Notes to Unaudited Consolidated Financial Statements            7

          Item 2.      Management's Discussion and Analysis of Results of             12
                         Operations and Financial Condition

          Item 3.      Controls and Procedures                                        18

PART II   OTHER INFORMATION

          Item 1.      Legal Proceedings                                              19

          Item 2.      Changes in Securities and Use of Proceeds                      19

          Item 3.      Defaults Upon Senior Securities                                19

          Item 4.      Submission of Matters to a Vote of Security Holders            19

          Item 5.      Other Information                                              20

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                  PART I. FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                   ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                        September 30,    March 31,
                                                                            2002            2002
                                                                       -----------------------------
<S>                                                                    <C>              <C>
                                    ASSETS                                (Unaudited)
Current assets:
    Cash                                                               $       13,093   $    42,637
    Accounts receivable, net of allowance of $20,000 at September 30
      and March 31, 2002                                                      933,783       512,388
    Prepaid expenses                                                            8,763           645
                                                                       -----------------------------
        Total current assets                                                  955,639       555,670
                                                                       -----------------------------
Property and equipment:
    Office furniture and equipment                                             39,115        38,704
    Computer equipment and software                                           105,741        98,314
    Telephone equipment                                                        15,734        15,734
                                                                       -----------------------------
                                                                              160,590       152,752
    Less accumulated depreciation                                            (101,238)      (90,032)
                                                                       -----------------------------
        Net property and equipment                                             59,352        62,720
                                                                       -----------------------------
Other assets:
    Deposits                                                                    9,038         9,038
    Intangible assets, net                                                     92,402        99,269
                                                                       -----------------------------
                                                                              101,440       108,307
                                                                       -----------------------------
Total assets                                                           $    1,116,431   $   726,697
                                                                       =============================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                    $           --   $   100,000
    Accounts payable, trade                                                   337,232       307,278
    Due to directors, officers and employees                                   20,221       151,664
    Other current liabilities                                                 454,505       291,725
                                                                       -----------------------------
        Total current liabilities                                             811,958       850,667
                                                                       -----------------------------
Long-term debt                                                              1,010,342       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,
      13,415,380 and 13,387,870 shares issued and outstanding at
      September 30 and March 31, 2002, respectively                            13,415        13,387
    Additional paid-in capital                                              6,253,114     6,243,613
    Accumulated deficit                                                    (6,972,398)   (7,148,819)
                                                                       -----------------------------
         Total shareholders' deficit                                         (705,869)     (891,819)
                                                                       -----------------------------
Total liabilities and shareholders' equity (deficit)                   $    1,116,431   $   726,697
                                                                       =============================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


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



                                                For the Three Months Ended        For the Six Months Ended
                                                       September 30,                    September 30,
                                              ----------------------------------------------------------------
                                                   2002            2001             2002            2001
                                              ----------------------------------------------------------------
<S>                                           <C>             <C>              <C>             <C>
Revenue                                       $      935,182  $      382,919   $    1,826,098  $      821,747
Cost of sales                                        256,688         121,873          472,524         237,901
                                              ----------------------------------------------------------------
        Gross profit                                 678,494         261,046        1,353,574         583,846
                                              ----------------------------------------------------------------

Operating expenses:
  Selling, general and administrative
    expenses:
      Payroll and related expenses                   390,207         417,082          782,345         859,508
      Office administration                           85,297          92,561          166,426         176,264
      Professional services                           63,518          75,763          131,168         143,889
      Other                                           11,100          10,472           23,772          25,452
                                              ----------------------------------------------------------------
  Total selling, general and administrative          550,122         595,878        1,103,711       1,205,113
  Depreciation and amortization                        9,143           9,959           18,072          19,448
                                              ----------------------------------------------------------------
        Total operating expenses                     559,265         605,837        1,121,783       1,224,561
                                              ----------------------------------------------------------------

Income (loss) from operations                        119,229        (344,791)         231,791        (640,715)
Interest, net                                         28,988          14,783           55,370          27,654
                                              ----------------------------------------------------------------
Net income (loss)                             $       90,241  $     (359,574)  $      176,421  $     (668,369)
                                              ================================================================

Net income (loss) per share:
    Basic                                     $         0.01          ($0.03)  $         0.01          ($0.05)
                                              ================================================================
    Diluted                                   $         0.01          ($0.03)  $         0.01          ($0.05)
                                              ================================================================
Weighted average number of common
    shares outstanding:
    Basic                                         13,406,669      13,217,136       13,397,423      13,187,203
                                              ================================================================
    Diluted                                       18,101,371      13,217,136       18,101,371      13,187,203
                                              ==============  ===============  ==============  ===============
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        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 SIX MONTHS ENDED SEPTEMBER 30, 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)        27,510           28       9,501              --         9,529
Net income (unaudited)                           --           --          --         176,421       176,421
                                         ------------------------------------------------------------------
Balances September 30, 2002 (unaudited)  13,415,380  $    13,415  $6,253,114  $   (6,972,398)  $  (705,869)
                                         ==================================================================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                      AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                        (UNAUDITED)


                                                                        2002        2001
                                                                     ----------------------
<S>                                                                  <C>         <C>
Cash flows provided by (used) in operating activities:
    Net income (loss)                                                $ 176,421   $(668,369)
    Adjustments to reconcile net income (loss) to cash provided by
     (used in) operating activities:
        Depreciation                                                    11,206      12,579
        Amortization                                                     6,867       6,867
        Issuance of stock for services                                   9,529      60,529
        Changes in assets and liabilities:
            Accounts receivable - trade                               (421,395)    (80,789)
            Prepaid expenses                                            (8,118)     14,981
            Accounts payable                                            29,954      48,361
            Due to directors, officers and employees                    (3,950)     52,003
            Other current liabilities                                  162,780      59,528
                                                                     ----------------------
Cash used in operating activities                                      (36,706)   (494,310)
                                                                     ----------------------

Investing activities:
    Purchase of fixed assets                                            (7,838)     (7,453)
                                                                     ----------------------
Financing activities:
    Proceeds from sale of stock                                             --      23,333
    Proceeds from notes payable                                         15,000     500,000
    Repayment of notes payable                                              --     (15,476)
                                                                     ----------------------
Cash provided by financing activities                                   15,000     507,857
                                                                     ----------------------
Net increase (decrease) in cash                                        (29,544)      6,094
Cash and cash equivalents, beginning of period                          42,637      66,722
                                                                     ----------------------
Cash and cash equivalents, end of period                             $  13,093   $  72,816
                                                                     ======================

Supplemental cash flow information:
    Interest paid                                                    $  15,545   $  12,151
                                                                     ======================
Non-cash transactions:
    Transfer of amounts due to a director to notes payable           $ 127,493   $      --
                                                                     ======================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 September 30, 2002, the results of operations for the three and
six  month periods ended September 30, 2002 and 2001, and the cash flows for the
six-month  period  ended  September  30,  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 (First 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


                                        7
<PAGE>
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 262,000 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  September  30,  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.

Note 2.   Notes Payable

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                               September 30,    March 31,
                                                                    2002          2002
                                                               --------------  ----------
<S>                                                            <C>             <C>
Convertible unsecured notes payable to a shareholder, with
  interest payable monthly at 15% per annum.  The
  Company was paying $5,000 per month on the notes,
  which included both principal and interest.  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 due April
  1, 2004, and are convertible into Company common stock
  at any time prior to April 1, 2004 at a conversion price of
  $.36 per share.  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.   $      182,849  $  167,849

Unsecured note payable with interest at 10% per annum
  and principal and interest due April 1, 2004.                       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.                                  600,000     600,000
                                                               --------------  ----------
Total                                                          $    1,010,342  $  867,849
                                                               ==============  ==========
</TABLE>


                                        8
<PAGE>
     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:

<TABLE>
<CAPTION>
Twelve Months Ending September 30,
----------------------------------
<S>                                 <C>
 2003                               $230,437
 2004                                234,240
 2005                                159,775
                                    --------
        Total                       $624,452
                                    ========
</TABLE>

          One  of the Company's subsidiaries, Rockport Group of Texas, Inc., has
issued  1,000  shares  of its 8%, cumulative, non-participating preferred stock.
The  stock  is  redeemable  at the option of the holder 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  six-month period ended
September  30, 2002, Mr. Baldwin earned $34,500 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 10%. 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.

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 "Plan"). The Plan was approved by the shareholders
of  the Company on October 9, 2002. The 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 Plan will be granted as determined by the
Company's  Board  of  Directors. The options that may be granted pursuant to the
Plan  may  be  either  incentive  stock  options  qualifying  for beneficial tax
treatment  for  the  recipient or nonqualified stock options. On August 7, 2002,
the  Board of Directors approved the granting of 583,400 incentive stock options
at  an  exercise  price  of  $.23  per  share that vest over a three-year period
pursuant  to the Plan. The exercise price on the date of grant was determined as
the  mean between the bid ($0.18) and ask ($0.28) prices. No non-qualified stock
options  have  been  granted.


                                        9
<PAGE>
          On December 7, 2000, the Board of Directors of the Company adopted the
2000  Long-Term  Incentive Plan (the "Plan"). On September 5, 2001, the Plan was
approved  by the shareholders of the Company. The 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 Plan will be granted as determined by
the  Company's  Board  of Directors. The options that may be granted pursuant to
the  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 period. The exercise price on the
date of grant was determined as the mean between the bid ($0.18) and ask ($0.28)
prices.  As  of  September 30, 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, 265,467 were exercisable
as  of  September 30, 2002. As of September 30, 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  September  30, 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
and  consulting  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 six-month period ended September 30,
2002,  Bannon  earned  $34,493  and  $36,519,  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 $705,869 as of September
30,  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 ask
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  September  30,  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


                                       10
<PAGE>
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 ask ($.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 ask ($.33) stock
quotations  on  the  dates  of  funding.  As  a  result, there are no beneficial
conversion  features  associated  with  these  notes.

          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:

<TABLE>
<CAPTION>
                                                            March 31,
                                                   --------------------------
                                                       2002          2001
                                                   ------------  ------------
<S>                                                <C>           <C>
          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               $        --   $        --
                                                   ============  ============
</TABLE>

          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

          Two  clients  accounted for approximately 19.6% and 29.4% of sales for
the  six months ended September 30, 2002. No other clients represented more than
10%  of  sales  of  the  Company  for  the  six months ended September 30, 2002.


                                       11
<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 September 30, 2002, the Company's results of operations for the
three and six-month periods ended September 30, 2002 and 2001, and the Company's
cash  flows  for the six-month periods ended September 30, 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(Fourth 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


                                       12
<PAGE>
market  and  position  its  network, state by state, to increase business to its
healthcare providers while offering significant savings to its clients and their
customers;  (4)  to  continually  develop  information  systems  that  improve
processes,  measurements  and  the integrity of its healthcare provider data and
reporting  structure;  (5)  to  continue its dedication to client and healthcare
provider  support  services;  and  (6)  to  provide  any  payor,  managed  care
organization  or  bill  review/software company an alternative national workers'
compensation  network  in  a  non-competitive  relationship.

          Rockport  has  contracts  with  healthcare  providers  and/or  network
partners  in  all  fifty  states  and  the  District of Columbia. Currently, the
Company  has in excess of 262,000 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

Six  Months  Ended  September  30,  2002  to Six Months Ended September 30, 2001

          The following table sets forth certain operating information regarding
the  Company  for  the  six-month  periods  ended  September  30, 2002 and 2001:


<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                        September 30,
                                                   -----------------------
                                                      2002        2001
                                                   -----------------------
<S>                                                <C>         <C>
Revenue                                            $1,826,098  $  821,747
    Cost of sales                                     472,524     237,901
                                                   -----------------------
Gross profit                                        1,353,574     583,846
    Selling, general and administrative expenses    1,103,711   1,205,113
    Depreciation and amortization                      18,072      19,448
                                                   -----------------------
Income (loss) from operations                         231,791    (640,715)
Interest, net                                          55,370      27,654
                                                   -----------------------
Net income (loss)                                  $  176,421  $ (668,369)
                                                   =======================
Net income (loss) per share:
    Basic                                          $     0.01      ($0.05)
                                                   =======================
    Diluted                                        $     0.01      ($0.05)
                                                   =======================
</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.


                                       13
<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  75,606 bills during the six months ended September 30,
2001,  to  116,970  bills during the six months ended September 30, 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 487% to 257,251
bills  from  43,703 bills during the 2001 period. Total in-network medical bills
processed, both by the Company and the Company's clients, increased by 214% from
119,309  during  the  six months ended September 30, 2001, to 374,221 during the
six months ended September 30, 2002. The number of in-network bills processed by
both  the  Company  and  the  Company's  clients  during  the three months ended
September  30,  2002  when  compared  to  the  three months ended June 30, 2002,
increased  by  12%  from  181,452  to  203,848.

          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 September 30, 2002, the Company's
network consisted of over 262,000 physicians, hospitals and ancillary healthcare
providers  in all 50 states and the District of Columbia. This is an increase of
approximately  112,000  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 September 30, 2002, the number of
clients  and  their  customers  utilizing  the  Company's  provider  network had
increased to 237 an increase of 85 clients and customers over the fiscal quarter
ended  September  30,  2001.  Of  these  amounts,  as of September 30, 2002, the
Company  had  access  agreements  with  28 clients who in turn had 209 customers
utilizing  Rockport's  provider network.  This was an increase of 11 clients and
74  customers  over the quarter ended September 30, 2001.  For the quarter ended
June 30, 2002, the Company had access agreements with 25 clients who in turn had
230  customers utilizing Rockport's provider network.  This was an increase of 3
clients and a decrease of 21 customers.  The decrease in the number of customers
accessing  the Company's network was primarily due to those customers failing to
utilize the Company's network during the September 30, 2002 quarter.  The number
of customers accessing the Company's network during any time period varies based
on  such  customers'  medical needs, as such the number of customers that access
the  Company's  network  will  vary from period to period.  When compared to the
quarter  ended  June  30,  2002,  current  quarter revenue increased by 5%.  The
Company  does  not  believe  the  decrease  of  21  customers  is  material.
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 six months ended September 30, 2002, of 122% to $1,826,098, an
increase  of  $1,004,351  from  $821,747  for the six months ended September 30,
2001.  The  Company  saved its clients in excess of $15.4 million during the six
months  ended  September  30,  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
two  clients, each which provided more than 10% of the Company's revenue for the
six  months  ended  September  30,  2002.  Those  clients  were  Intracorp which
contributed  29.4% of total revenue and Fair Isaac & Co. (formerly HNC Insurance
Solutions,  Inc.)  which  contributed  19.6%  of  total  revenue.

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

          The effective date of the agreement with Fair Isaac & 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.


                                       14
<PAGE>
          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 $234,623, or 99%, from $237,901 during the six months
ended  September 30, 2001, to $472,524 during the six months ended September 30,
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 six months ended September 30, 2002, cost
of sales were comprised of network access fees of $380,536, sales commissions to
non-employee  sales  personnel  of $55,469 and commission overwrites of $36,519.

          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 17,150 shares of its restricted common stock during
the  six  months  ended  September  30, 2002, for this bonus which was valued at
$5,730.  Additionally,  for  the  six months ended September 30, 2002, these two
individuals  earned  sales  commissions  in  the  aggregate  of  $24,379. 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 six
months  ended  September  30,  2002,  Bannon  earned  $36,519.

          Gross  profit.  The  Company's  gross profit increased by $769,728, or
132%,  from  $583,846  during  the  six  months  ended  September  30,  2001, to
$1,353,574  during  the  six  months ended September 30, 2002. Gross profit as a
percentage  of  revenue increased from 71% during the six months ended September
30, 2001, to 74% during the six months ended September 30, 2002. The increase in
gross  profit  was  attributable  to  the  increase  in  revenue  and  a  slight
improvement  in  gross  profit  as  a  percentage  of  revenue.

          Selling,  general  and  administrative  expenses. Selling, general and
administrative expenses decreased by $101,402, or 8%, from $1,205,113 during the
six  months  ended September 30, 2001, to $1,103,711 during the six months ended
September  30, 2002. Payroll and related expenses decreased from $859,508 during
the  six  months  ended  September  30, 2001, to $782,345, or 9%, during the six
months  ended  September 30, 2002. The Company eliminated three positions during
October  2001,  which  benefit  was  realized  during the six-month period ended
September  30,  2002.  Other  components  of selling, general and administrative
expenses  when  compared  to  the  six  months  ended September 30, 2001, were a
decrease  in office administration expenses of $9,838, decreases in professional
fees  of  $12,721  and  decreases  in  other  expenses  of  $1,680.

          Depreciation and amortization. Depreciation and amortization decreased
by  $1,376,  or 7%, from $19,448 during the six months ended September 30, 2001,
to  $18,072  during  the  six  months  ended  September  30,  2002.

          Interest expense. Interest expense increased by $27,716, or 100%, from
$27,654  for  the  six  months  ended September 30, 2001, to $55,370 for the six
months  ended  September 30, 2002. The Company has issued $600,000 of three-year
10%  convertible  subordinated  unsecured  notes  due  June and October 2004. 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 10% per annum and both principal and interest are due April
1,  2004.  The  increase  in borrowings has resulted in the increase in interest
expense.  The  Company anticipates interest e xpense will increase in the future
as  a  result  of  these  notes.

          Net  income.  The  Company  had  net  income  for the six months ended
September  30,  2002,  of  $176,421,  or  $0.01  per  share (basic and diluted),
compared  with  a  net loss of $668,369, or $0.05 per share (basic and diluted),
for  the  six months ended September 30, 2001. The net income for the six months
ended  September  30,  2002,  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.


                                       15
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

          The  following  summary  table  presents comparative cash flows of the
Company for the six-month periods ended September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                         September 30,
                                                     ---------------------
                                                       2002        2001
                                                     ---------  ----------
<S>                                                 <C>        <C>
          Net cash used in operating activities      $(36,706)  $(494,310)
          Net cash used in investing activities      $ (7,838)  $  (7,453)
          Net cash provided by financing activities  $ 15,000   $ 507,857
</TABLE>

Six Months Ended September 30, 2002 to Six Months Ended September 30, 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  used  in  operating  activities  for the six months ended
September  30,  2002,  was  $36,706  compared  with  net  cash used in operating
activities  of $494,310 for the six months ended September 30, 2001. The Company
collected an account receivable on October 1, 2002 totaling $115,425 relating to
August  2002.  This  receivable  normally would have been collected in September
which  would  have  provided  the  Company  with operating cash flow for the six
months  ended  September  30,  2002  of  $78,719.  Based  upon  net cash used in
operating  activities  of  $36,706, this was an improvement of $457,604 over the
prior  year  six-month  period.  The  primary  components  of  net  cash used in
operating  activities  for the 2002 period were net income of $176,421, non-cash
charges  of  $27,602,  and  increases  in  accounts  payable  and  other current
liabilities of $29,954 and $162,780, respectively, which was partially offset by
an  increase  in  accounts receivable of $421,395, increases in prepaid items of
$8,118  and  decreases  in  amounts  due to directors, officers and employees of
$3,950.  During the 2001 period, the Company issued $500,000 principal amount of
its  three-year 10% convertible subordinated unsecured notes, made repayments of
existing  notes of $15,476 and sold common stock and raised $23,333 representing
the  decrease  in  the  current  six-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 ask stock quotations on the
date  of  funding  and  interest is payable quarterly out of available cash flow
from  operations  as  determined  by the Company's Board of Directors, or if not
paid but accrued, will be paid at the next fiscal quarter or at maturity. Of the
three-year  10% convertible subordinated unsecured notes, the Company has issued
notes  to  a  director and a former director in the aggregate amount of $350,000
and  an  individual in the amount of $250,000, for total borrowings of $600,000.
$500,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion  price of $.36 per share anytime prior to June 2004 and
$100,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion price of $.325 per share anytime prior to October 2004.
The  conversion  price  of  $.325  was determined by the average of the high bid
($.36)  and  low  ask  ($.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 ask ($.33) stock quotations on the dates of funding. As a result, there
are  no  beneficial  conversion  features  associated  with  these  notes.

          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 10% per annum and both principal and interest are
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.
During  the  six  months  ended  September  30, 2002, the Company made principal
payments  on  an  existing  note  to  a shareholder totaling $15,000. 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.


                                       16
<PAGE>
          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
September  30,  2002, the Company had available cash in non-restrictive accounts
of $13,093 and positive working capital of $143,681. 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 122% from $821,747 for the
six  months  ended  September  30,  2001, to $1,826,098 for the six months ended
September  30,  2002.  Furthermore,  when compared to the quarter ended June 30,
2002,  current  quarter  revenue has increased 5% from $890,916 to $935,182. 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 10% 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. At
September  30,  2002,  the Company had positive working capital of $143,681. For
fiscal  2003  the  Company  expects  to  have 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 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 will adopt the statement effective
no  later than 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.


                                       17
<PAGE>
          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  November  7,  2002.  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 (First Amendment) for the quarterly period
ended  September  30,  2002. Subsequent to November 7, 2002, through the date of
this  filing  of  Form  10-QSB  (First Amendment) for the quarterly period ended
September  30,  2002,  there  have  been no significant changes in the Company's
internal  controls  or  in  other  factors that could significantly affect these
controls,  including  any  significant  deficiencies  or  material weaknesses of
internal  controls  that  would  require  corrective  action.



                                       18
<PAGE>
                          PART II     OTHER INFORMATION

Item 1.   Legal  Proceedings  -  None

Item 2.   Changes  in  Securities  and  Use  of  Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

          Set  forth  below  is  certain information concerning all issuances of
securities  by  the  Company during the fiscal quarter ended September 30, 2002,
that  were  not  registered  under  the  Securities  Act.

          On  September 30, 2002, under the terms of a written contract executed
by  the  Company, the Company issued 4,404 shares of common stock to Mike Catala
in  consideration  of  marketing  services  valued  at  $1,211  pursuant  to the
exemption  provided  by  Section  4(2)  of  the  Securities  Act.

          On  September 30, 2002, under the terms of a written contract executed
by  the  Company,  the  Company  issued  4,404  shares of common stock to Johnny
Fontenot in consideration of marketing services valued at $1,211 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:

          At  the  annual  meeting  of  shareholders  on  October  9,  2002, the
following  proposals  were  voted  upon:

          Concerning Election of Directors:

          Nominees         Votes Cast For  Withheld
          ---------------  --------------  --------
          John K. Baldwin       9,162,731     3,800
          Harry M. Neer         9,162,731     3,800
          Larry K. Hinson       9,162,731     3,800
          Eric H. Kolstad       9,162,631     3,900

<TABLE>
<CAPTION>
          Concerning  the  Increase  in  the  Number  of  Authorized Shares from
20,000,000  to  50,000,000:

                                                                 Votes Cast For  Votes Cast Against  Abstentions
                                                                 --------------  ------------------  -----------
<S>                                                              <C>             <C>                 <C>
Increase in Authorized
    Shares                                                            9,023,646             138,750        4,135


                                       19
<PAGE>
Concerning the Ratification of the Amended and Restated Bylaws:

                                                                 Votes Cast For  Votes Cast Against  Abstentions
                                                                 --------------  ------------------  -----------
Ratification of Amended
    And Restated Bylaws                                               7,672,692             133,000        1,640

Concerning Approval of the 2002 Stock Option Plan:

                                                                 Votes Cast For  Votes Cast Against  Abstentions
                                                                 --------------  ------------------  -----------
2002 Stock Option Plan                                                7,807,242             139,320        6,298

Concerning Ratification of Independent Auditors

                                                                 Votes Cast For  Votes Cast Against  Abstentions
                                                                 --------------  ------------------  -----------
Hein + Associates                                                     9,151,721               3,697       11,113
</TABLE>

Item 5.   Other Information

                           INDEMNIFICATION AGREEMENTS

          In  October  2002, the Company entered into indemnification agreements
with  each  of  its  directors and executive officers. The Company has agreed to
indemnify  each  of  these  individuals  against claims arising out of events or
occurences  related  to that individual's service as an agent for the Company or
subsidiary  except  to  the extent any claim arises from conduct that was not in
good  faith  and  in a manner the individual reasonably believed to be in or not
opposed  to  the best interests of the Company and, with respect to any criminal
action  or proceeding, there was no reasonable cause to believe such conduct was
unlawful.



                                       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)
4.1                 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)
4.2                 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)
4.3                 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)
4.4                 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)
4.5                 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)
4.6                 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  William  W.  Wollenberg
                    (incorporated  by  reference to Exhibit 10.1 to Registrant's
                    Annual  Report  on  Form  10-KSB,  dated  June  28,  2001)
10.2                Employment  Agreement  with  Carl  A. Chase (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Annual Report on
                    Form  10-KSB,  dated  June  28,  2001)
10.3                Employment  Agreement  with  Harry  M. Neer (incorporated by
                    reference  to  Exhibit 10.1 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.4                Employment  Agreement  with Larry K. Hinson (incorporated by
                    reference  to  Exhibit 10.2 to Registrant's Quarterly Report
                    on  Form  10-QSB/A,  dated  February  14,  2001)
10.5                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)
10.6                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)
10.7                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)
10.8                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)
10.9                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)
10.10               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)
10.11               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)
10.12               Network  Access  Agreement  with  EOS  Group, Inc. (formerly
                    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)
10.13               Workers' Compensation Master Preferred Client Agreement with
                    Beyond  Benefits  dated  July  1,  2000 (1)


                                       21
<PAGE>
10.14               Rockport  Healthcare  Group,  Inc.  2002  Stock  Option Plan
                    (incorporated  by  reference to Exhibit 10.1 to Registrant's
                    Form  S-8,  dated October 24, 2002, SEC File No. 333-100732)
10.15               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 26, 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 (Second Amendment) 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 26, 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 (Second Amendment) 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 26, 2003



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


                                       25
<PAGE>