UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                        FORM 10-QSB/A (FIRST AMENDMENT)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES  EXCHANGE  ACT  OF  1934
     For the quarterly period ended December 31, 2003

[_]  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 February 13, 2003, there were outstanding 14,307,658 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>

<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                    INDEX TO FORM 10-QSB
                                     DECEMBER 31, 2003


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


         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets                                   3
                    December 31, 2003  (unaudited) and March 31, 2003

                  Condensed Consolidated Statements of Operations (unaudited)             4
                    Three and Nine Months Ended December 31, 2003 and 2002

                  Condensed Consolidated Statement of Changes in Shareholders'            5
                    Deficit Nine Months Ended December 31, 2003 (unaudited) and
                    Year Ended March 31, 2003

                  Condensed Consolidated Statements of Cash Flows (unaudited)             6
                    Nine Months Ended December 31, 2003 and 2002

                  Notes to Unaudited Condensed Consolidated Financial Statements          7

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

         Item 3.  Controls and Procedures                                                21

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings                                                      22

         Item 2.  Changes in Securities and Use of Proceeds                              22

         Item 3.  Defaults Upon Senior Securities                                        22

         Item 4.  Submission of Matters to a Vote of Security Holders                    22

         Item 5.  Other Information                                                      22

         Item 6.  Exhibits and Reports on Form 8-K                                       23
</TABLE>


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

Item  1.   FINANCIAL  STATEMENTS

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

                                                                       December 31,    March 31,
                                                                           2003           2003
                                                                      ----------------------------
                                ASSETS                                 (Unaudited)
<S>                                                                   <C>             <C>
Current assets:
    Cash                                                              $      39,233   $    65,493
    Accounts receivable, net of allowance of $20,000 at December 31
      and March 31, 2003                                                    762,701       893,860
    Prepaid expenses                                                          5,673        20,177
                                                                      ----------------------------
        Total current assets                                                807,607       979,530
                                                                      ----------------------------
Property and equipment:
    Office furniture and equipment                                           43,268        41,812
    Computer equipment and software                                         116,953       114,568
    Telephone equipment                                                      15,844        15,734
                                                                      ----------------------------
                                                                            176,065       172,114
    Less accumulated depreciation                                          (130,422)     (113,759)
                                                                      ----------------------------
        Net property and equipment                                           45,643        58,355
                                                                      ----------------------------
Other assets:
    Deposits                                                                  9,038         9,038
    Intangible assets, net                                                  550,231        85,534
                                                                      ----------------------------
                                                                            559,269        94,572
                                                                      ----------------------------
Total assets                                                          $   1,142,519   $ 1,132,457
                                                                      ============================
           LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                   $     300,000   $        --
    Accounts payable, trade                                                 286,223       271,185
    Due to directors, officers and employees                                 43,954        26,994
    Other current liabilities                                               351,600       309,892
                                                                      ----------------------------
        Total current liabilities                                           981,777       608,071
                                                                      ----------------------------
Long-term debt                                                              838,466     1,140,282
                                                                      ----------------------------
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,
      14,307,658 and 13,626,302 shares issued and outstanding at
      December 31 and March 31, 2003, respectively                           14,308        13,626
    Additional paid-in capital                                            6,851,469     6,300,916
    Stock subscription receivable                                            (9,000)           --
    Accumulated deficit                                                  (7,264,501)   (6,930,438)
                                                                      ----------------------------
         Total shareholders' deficit                                       (407,724)     (615,896)
                                                                      ----------------------------
Total liabilities and shareholders' equity (deficit)                  $   1,412,519   $ 1,132,457
                                                                      ============================
<FN>
See accompanying notes to condensed 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 Nine Months Ended
                                                       December 31,                    December 31,
                                              -------------------------------------------------------------
                                                   2003            2002            2003           2002
                                              -------------------------------------------------------------
<S>                                           <C>              <C>            <C>             <C>
Revenue                                       $      707,965   $     980,816  $   2,303,369   $   2,806,914
Cost of sales                                        190,412         289,821        702,212         762,345
                                              -------------------------------------------------------------
        Gross profit                                 517,553         690,995      1,601,157       2,044,569
                                              -------------------------------------------------------------

Operating expenses:
  Selling, general and administrative
    expenses:
      Payroll and related expenses                   439,305         454,280      1,325,173       1,236,625
      Office administration                           85,846          82,875        248,896         249,301
      Professional services                           57,335          73,329        165,424         204,497
      Other                                           10,832          21,057         52,548          44,829
                                              -------------------------------------------------------------
  Total selling, general and administrative          593,318         631,541      1,792,041       1,735,252
                                              -------------------------------------------------------------
  Depreciation and amortization                       21,501           9,527         51,966          27,599
                                              -------------------------------------------------------------
        Total operating expenses                     614,819         641,068      1,844,007       1,762,851
                                              -------------------------------------------------------------

Income (loss) from operations                        (97,266)         49,927       (242,850)        281,718
Interest, net                                         30,928          29,152         91,213          84,522
                                              -------------------------------------------------------------
Net income (loss)                             $     (128,194)  $      20,775  $    (334,063)  $     197,196
                                              =============================================================

Net income (loss) per share:
    Basic                                     $        (0.01)  $        0.00  $       (0.02)  $        0.01
                                              =============================================================
    Diluted                                   $        (0.01)  $        0.00  $       (0.02)  $        0.01
                                              =============================================================

Weighted average number of common
    shares outstanding:
    Basic                                         14,277,590      13,416,572     14,011,917      13,403,565
                                              =============================================================
    Diluted                                       14,277,590      18,238,283     14,011,917      18,238,283
                                              =============================================================
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                              ROCKPORT HEALTHCARE GROUP, INC.
                                                     AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                         FOR THE YEAR ENDED MARCH 31, 2003 AND NINE MONTHS ENDED DECEMBER 31, 2003


                                                                                                                Total
                                              Common Stock     Additional       Stock                       Shareholders'
                                          -------------------    Paid-in     Subscription    Accumulated       Equity
                                            Shares    Amount     Capital      Receivable       Deficit        (Deficit)
                                          --------------------------------------------------------------------------------
<S>                                       <C>         <C>      <C>          <C>             <C>            <C>
Balances March 31, 2002                   13,387,870  $13,387  $ 6,243,613  $          --   $ (7,148,819)  $     (891,819)
Stock issued for services                    238,432      239       57,303             --             --           57,542
Net income                                        --       --           --             --        218,381          218,381
                                          --------------------------------------------------------------------------------
Balances March 31, 2003                   13,626,302   13,626    6,300,916             --     (6,930,438)        (615,896)

Stock issued for services (unaudited)         81,356       82       26,153             --             --           26,235
Exercise of stock options                    100,000      100       24,900         (9,000)            --           16,000
Stock issued for acquisition (unaudited)     500,000      500      499,500             --             --          500,000
Net loss (unaudited)                              --       --           --             --       (334,063)        (334,063)
                                          --------------------------------------------------------------------------------
Balances December 31, 2003 (unaudited)    14,307,658  $14,308  $ 6,851,469  $      (9,000)  $ (7,264,501)  $     (407,724)
                                          ================================================================================
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                      AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                        (UNAUDITED)


                                                                        2003        2002
                                                                     ----------------------
<S>                                                                  <C>         <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                                $(334,063)  $ 197,196
    Adjustments to reconcile net income (loss) to cash provided by
     (used in) operating activities:
        Depreciation                                                    16,663      17,298
        Amortization                                                    35,303      10,301
        Issuance of stock for services                                  26,235      24,481
        Changes in assets and liabilities:
            Accounts receivable - trade                                131,159    (351,851)
            Prepaid expenses                                            14,504      (6,967)
            Accounts payable                                            15,038      46,071
            Due to directors, officers and employees                    16,960       9,248
            Other current liabilities                                   39,892     122,577
                                                                     ----------------------
Net cash provided by (used in) operating activities                    (38,309)     68,354
                                                                     ----------------------

Investing activities:
    Purchase of fixed assets                                            (3,951)    (15,124)
                                                                     ----------------------

Financing activities:
    Exercise of stock options                                           16,000          --
    Proceeds from notes payable                                             --      22,500
                                                                     ----------------------
Net cash provided by financing activities                               16,000      22,500
                                                                     ----------------------
Net increase (decrease) in cash                                        (26,260)     75,730
Cash and cash equivalents, beginning of period                          65,493      42,637
                                                                     ----------------------
Cash and cash equivalents, end of period                             $  39,233   $ 118,367
                                                                     ======================


Supplemental cash flow information:
    Interest paid                                                    $  31,600   $  22,500
                                                                     ======================

Non-cash transactions:
    Acquisition of Protegrity provider agreements                    $ 500,000   $      --
                                                                     ======================
    Transfer of amounts due to a director to notes payable           $      --   $ 127,493
                                                                     ======================
    Stock subscription receivable                                    $   9,000   $      --
                                                                     ======================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>



                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


Note 1.   Description of Business

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of Rockport
Healthcare  Group, Inc. and Subsidiaries (the "Company" or "Rockport") have been
prepared pursuant to the rules and regulations for interim financial information
and  the  instructions  to Form 10-QSB and Regulation S-B.  Accordingly, certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been omitted.  In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  December  31,  2003,  the results of operations for the three and nine-month
periods  ended December 31, 2003 and 2002, and the cash flows for the nine-month
periods  ended  December  31,  2003  and  2002.

     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  condensed  consolidated  financial  statements  should  be  read  in
conjunction with the audited consolidated financial statements and notes thereto
included  in the Company's Annual Report on Form 10-KSB for the year ended March
31,  2003,  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  networks consisting of healthcare providers and medical suppliers that
serve  employees  with  work-related  injuries  and  illnesses.  Rockport offers
access to a comprehensive healthcare network at a local, state or national level
for its clients and their customers.  Typically, Rockport's clients are property
and  casualty  insurance  companies,  employers,  bill  review/medical  cost
containment  companies,  managed  care  organizations,  software/bill  review
companies  and  third  party  administrators.

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

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


                                        7
<PAGE>
     The  Company's  goals  are to: (1) create and maintain profitability within
industry standards and create shareholder value; (2) become the national network
of  choice  for work-related injuries and illnesses; (3) market and position its
networks, state by state, to increase business to its healthcare providers while
offering significant savings to its clients and their customers; (4) continually
develop  information  systems  that  improve  processes,  measurements  and  the
integrity  of its healthcare provider data and reporting structure; (5) continue
its  dedication  to  client  and  healthcare  provider support services; and (6)
provide  any payor, managed care organization or bill review/software company an
alternative  national  workers'  compensation  network  in  a  non-competitive
relationship.

     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the  District  of Columbia.  The Company currently has in excess of
311,000  healthcare  providers  nationwide  that  serve  its  clients  and their
customers  for their injured employees' care.  Should a client or their customer
have particular needs in an under-served market, Rockport or its network partner
has  a  skilled  team  of  experienced  network development personnel capable of
custom  building  the  under-served  market  for  the  client.

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

     As  of  December 31, 2003, the Company has three wholly owned subsidiaries:
Rockport  Community  Network,  Inc.,  Rockport Group of Texas, Inc. and Rockport
Preferred,  Inc.  Rockport  Community  Network, Inc. ("RCN") was incorporated in
the State of Nevada on November 14, 1997.  Rockport Group of Texas, Inc. ("RGT")
was  incorporated  in  the  State  of Nevada on July 23, 1997.  RCN and RGT, for
accounting  purposes, are solely disbursing entities for the Company and have no
business operations.  RCN prepares and issues invoices to the Company's clients,
collects accounts receivable and issues checks to the Company's network partners
for  network  access  fees, to outside sales personnel for sales commissions and
for  commission  overwrites.  RGT  processes  payroll and pays payroll costs and
other  selling,  general  and  administrative expenses on behalf of the Company.
Rockport  Preferred,  Inc.  is  a  dormant  subsidiary,  which  has  no  ongoing
operations.  All  material inter-company balances and inter-company transactions
have  been  eliminated  for the purpose of presenting the accompanying unaudited
consolidated  financial  statements.


                                        8
<PAGE>
Note  2.     Notes  Payable

     Notes payable consisted of the following at:


<TABLE>
<CAPTION>
                                                               December 31,   March 31,
                                                                   2003          2003
                                                               -------------------------
<S>                                                            <C>            <C>
   Convertible unsecured notes payable to a shareholder, with
     interest payable monthly at 15% per annum.  The notes
     are personally guaranteed by two officers of the
     Company.  On March 31, 2002, the Company
     renegotiated the terms of the notes which were
     originally convertible into Company common stock at
     an average conversion price of $1.50 per share and due
     April 1, 2003.  The notes are now convertible into
     Company common stock at any time prior to April 1,
     2005 at a conversion price of $.36 per share and were
     due April 1, 2004.  On December 31, 2002, the due date
     of the notes was extended to April 1, 2006.  The
     Company issued 150,000 shares of its common stock in
     connection with these notes, the cost of which was
     recorded as loan fees and amortized using the interest
     yield method over the original term of the notes.         $    200,000   $  200,000

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

   Three-year 10% convertible subordinated unsecured notes
     to shareholders due June and October 2004.  Interest is
     either accrued or paid quarterly, as determined by the
     Board of Directors.  The notes are convertible into
     Company common stock at conversion prices ranging
     from $.325 to $.36 per share anytime prior to their
     maturity in June and October 2004.  On December 31,
     2002, the Company renegotiated the terms of $300,000
     principal amount of these notes with a director of the
     Company and extended the due date and conversion
     date to April 1, 2005.                                         600,000      600,000

   Accrued interest due on long-term portion of three year
      10% convertible subordinated unsecured notes                  110,973      112,789
                                                               -------------  ----------
   Total notes payabele                                           1,138,466    1,140,282
   Less current maturities of long term debt                       (300,000)         --
                                                               -------------  ----------
   Total long term debt                                        $    838,466   $1,140,282
                                                               =============  ==========
</TABLE>


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

Note  3.   Commitments  and  Contingencies

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


                                        9
<PAGE>
<TABLE>
<CAPTION>
          Twelve Months Ending December 31,
          ---------------------------------
<S>                                                    <C>
                 2004                                  $223,153
                 2005                                   104,046
                                                       --------
                     Total                             $327,199
                                                       ========
</TABLE>

     One  of  the  Company's  subsidiaries,  Rockport  Group of Texas, Inc., has
issued  1,000  shares  of its 8%, cumulative, non-participating preferred stock.
The  stock  is  redeemable at the option of the Company at $200 per share and is
redeemable  out  of future cash flows of the subsidiary.  These shares are owned
by  a  director  of  the  Company  and  were issued prior to the reverse merger.

     Mr.  Baldwin,  a  director of the Company, has an engagement agreement with
the  Company  effective April 1, 2001, whereby he earns a fee for performance of
legal services of $250 per hour, with a minimum guaranteed payment of $5,000 per
month.  This agreement has a one-year term and automatically renews for one-year
periods  thereafter  unless  either  party terminates the agreement within sixty
days  prior  to  the  end  of  any  annual period.  This agreement automatically
renewed  effective  April 1, 2003.  During the nine-month periods ended December
31,  2003  and  2002, Mr. Baldwin earned $58,500 and $54,000, respectively, from
this  agreement.

     On  November  26, 2001 and on January 9, 2002, the Company borrowed $50,000
and  $50,000,  respectively,  from Mr. Baldwin on a short-term note due June 30,
2002  at  an  annual  interest  rate  of  8%.  On  June  30,  2002,  the Company
renegotiated  the  terms of the note and extended the due date to April 1, 2004.
Additionally,  the  Company  added  $93,000 of accrued legal fees and $34,493 of
accrued  overwrite  fees  due to Mr. Baldwin to the principal amount of the note
and  increased  the  aforementioned  legal fees to a minimum of $6,500 per month
effective  August  1,  2002.  On December 31, 2002, the Company renegotiated the
terms  of  the  note  and  extended  the  due  date  to  April  1,  2005.

Note 4.   Stock  Options  and  Warrants

Stock  Options

     On  August  5, 2002, the Board of Directors of the Company adopted the 2002
Stock  Option  Plan  (the  "2002  Plan").  The  2002  Plan  was  approved by the
shareholders  of the Company on October 9, 2002.  The 2002 Plan provides for the
granting  of  awards  of up to 1,000,000 shares of the Company's common stock to
key  employees,  directors  and  other  persons  who  have  contributed  or  are
contributing  to  the  Company's  success.  Awards  under  the 2002 Plan will be
granted as determined by the Company's Board of Directors.  The options that may
be  granted  pursuant  to  the  2002  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  As  of  December 31, 2003, incentive stock options to purchase 608,400
shares  exercisable at prices ranging from $.19 to $.23 per share that vest over
a  three-year  period  had  been  granted.  197,800  of these stock options were
exercisable  as  of  December  31,  2003.  As  of  December  31,  2003,  100,000
non-qualified  stock  options  at  an  exercise price of $.25 per share had been
granted  under  the  2002  Plan, which options were exercised during the quarter
ended  December  31,  2003.

     On December 7, 2000, the Board of Directors of the Company adopted the 2000
Long-Term Incentive Plan (the "2000 Plan").  On September 5, 2001, the 2000 Plan
was approved by the shareholders of the Company.  The 2000 Plan provides for the
granting  of  awards  of up to 1,000,000 shares of the Company's common stock to
key  employees,  directors  and  other  persons  who  have  contributed  or  are
contributing  to  the  Company's  success.  Awards  under  the 2000 Plan will be
granted as determined by the Company's Board of Directors.  The options that may
be  granted  pursuant  to  the  2000  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  As  of  December 31, 2003, incentive stock options to purchase 950,000
shares, exercisable at prices ranging from $.19 to $.50 per share that vest over
a  three-year  period  had  been granted.  Of this amount, 724,366 stock options
were exercisable as of December 31, 2003.  As of December 31, 2003, nonqualified
stock  options  to  purchase  50,000  shares  exercisable  at $.25 per share and
immediately  exercisable  had  been  granted.


                                       10
<PAGE>
     The  Company  applies  APB  Opinion  No.  25 and related interpretations in
accounting for its stock options.  Accordingly, no compensation expense has been
recognized  for  grants  of  options  to  employees  with  the  exercise
prices at or above market price of the Company's common stock on the measurement
dates.  Had  compensation  expense  been  determined based on the estimated fair
value  at  the measurement dates of awards under those plans consistent with the
method  prescribed by SFAS No. 123, the Company's December 31, 2003 net loss and
December  31,  2002  net income would have been changed to the pro forma amounts
indicated  below.


<TABLE>
<CAPTION>
                                                          For the Three Months Ended       For the Nine Months Ended
                                                                  December 31,                    December 31,
                                                       ---------------------------------------------------------------
                                                            2003             2002            2003            2002
                                                       ---------------------------------------------------------------
<S>                                                    <C>              <C>             <C>             <C>
   Net income (loss):
     As reported                                       $     (128,194)  $      20,775   $    (334,063)  $     197,196
     Stock based compensation under fair value method         (20,000)        (37,669)        (60,000)        (79,686)
                                                       ---------------------------------------------------------------
     Pro forma                                         $     (148,194)  $     (16,894)  $    (394,063)  $     117,510
                                                       ===============================================================

   Net income (loss) per share - basic and diluted:
     As reported                                       $        (0.01)  $        0.00   $       (0.02)  $        0.01
     Stock based compensation under fair value method              --              --           (0.01)             --
                                                       ---------------------------------------------------------------
     Pro forma                                         $        (0.01)  $        0.00   $       (0.03)  $        0.01
                                                       ===============================================================
</TABLE>


     The  fair  value  of  each  option grant was estimated on the date of grant
using  the  Black-Scholes  option  pricing model with the following assumptions:
risk  free  rate  of  5%;  volatility  of  199%  and  220%,  for  2003 and 2002,
respectively; no assumed dividend yield; and expected lives of three years.

     Stock  Warrants

     On  November  26, 2001, in conjunction with a consulting services agreement
with  an individual, the Company issued warrants to purchase 1,000,000 shares of
restricted common stock of the Company at any time until November 25, 2011, at a
price  of $.345 per share, the fair market value on the date of grant determined
by  the  mean  of  the closing bid and asked price, and immediately exercisable.
The  theoretical  value of the stock warrants issued as non-cash compensation to
an individual was determined to be $345,000.  No warrants have been exercised as
of  December 31, 2003.  The fair value of the warrants was estimated at the date
of  grant  using  the  Black-Scholes  option  pricing  model  with the following
assumptions: risk free rate of 6%; volatility of 320%; no assumed dividend yield
and  an  expected  life  of  three  years.

Note 5.   Related  Party  Transactions

     See  Note  3  "Commitments  and  Contingencies"  for  a discussion of legal
services  being  provided  by  Mr.  Baldwin  and  Note  2  "Notes Payable" for a
discussion  of  borrowings  with  related  parties.

     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 nine-month periods ended December 1, 2003 and 2002, Bannon earned
$45,265  and  $58,248,  respectively.

Note 6.   Significant  Concentration

     Two  clients  accounted  for approximately 25.6% and 27.4% of sales for the
nine months ended December 31, 2003.  No other clients represented more than 10%
of  sales  of  the  Company  for  the  nine  months ended December 31, 2003.  At
December  31,  2003,  three clients accounted for approximately 35.4%, 15.7% and
12.9%  of  the  Company's  accounts  receivable  balances.  No  other  clients
represented  more  than  10% of the accounts receivable balances at December 31,
2003.


                                       11
<PAGE>
Note 7.   Legal  Proceedings  -  None

Note 8.   Acquired  Intangible  Assets


     Effective  July  7,  2003,  the  Company  purchased all healthcare provider
agreements  from  Protegrity  Services,  Inc.,  ("Protegrity"),  a  third  party
administrator  ("TPA")  and managed care organization. The Company was acquiring
healthcare  provider agreements in order to expand the size of its network. This
acquisition  did  not  result  in  the  acquisition  of clients or revenue. This
acquisition of provider contracts was funded with the issuance of 500,000 shares
of  Company  common stock valued at $500,000, and because the Company would earn
revenue  in  the  future  from  the  acquired  provider  agreements, the Company
recorded  the  value  of  the  stock issued as an intangible asset. The value of
$500,000  attributed to the acquisition was based on the number of shares issued
multiplied by $1.00 per share. If Protegrity has not sold its shares of Rockport
by July 2008, the Company agreed to purchase from Protegrity at a price of $1.00
per share all remaining outstanding shares owned by Protegrity. Amounts paid for
provider  agreements  are being amortized to expense on the straight-line method
over  the  estimated useful lives of the agreements of ten years. In addition to
the  stock issuance, Protegrity obtained an earnout fee equal to a percentage of
the  Company's  gross  revenue  billed  and  collected in the states of Florida,
Kentucky and Missouri for a period of five years following the effective date of
the  agreement.  The  Company  has  not  capitalized any additional amounts as a
result  of  this  earnout  fee.

Note  9.     Restatements  of  Previously  Reported  Financial  Statements

     The  Company  originally filed its September 30, 2003 and December 31, 2003
quarterly  financial statements valuing the common stock issued to Protegrity at
$175,000, which was the fair market value on the date of acquisition.  Since the
Company  has agreed to purchase from Protegrity all of the shares Protegrity has
not  sold  by  July  2008  at $1.00 per share, the Company has valued the common
stock  issued to Protegrity at $500,000.  The balance sheet has been restated to
increase  the  intangible  asset  from $175,000 to $500,000 and the statement of
operations  has  been  restated  to reflect the increase in amortization expense
associated  with  the  acquisition.  Additionally,  the Company has reclassified
from  other  current  assets  to long-term debt, the accrued interest due on the
long-term portion of its three-year 10% subordinated unsecured notes as of March
31,  2003  and  December  31,  2003.  A  summary  of  the  restatement  and
reclassification  is  as  follows:

<TABLE>
<CAPTION>
                                                BALANCE SHEET
                                           AS OF DECEMBER 31, 2003

                                                      Previously Stated   Increase/(Decrease)     Restated
                                                     -------------------  --------------------  ------------
<S>                                                  <C>                  <C>                   <C>
ASSETS
    Cash                                             $           39,233                         $    39,233
    Accounts receivable, net                                    762,701                             762,701
    Prepaid expenses                                              5,673                               5,673
    Property and equipment, net                                  45,643                              45,643
    Deposits                                                      9,038                               9,038
    Intangible assets, net                                      241,483               308,748       550,231
                                                     -------------------  --------------------  ------------
        Total assets                                 $        1,103,771   $           308,748   $ 1,412,519
                                                     ===================  ====================  ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
    Short-term debt                                  $          300,000                         $   300,000
    Accounts payable, trade                                     286,223                             286,223
    Due to directors, officers and employees                     43,954                              43,954
    Other current liabilities                                   462,573              (110,973)      351,600
    Long-term debt                                              727,493               110,973       838,466
    Common stock                                                 14,308                              14,308
    Additional paid-in capital                                6,526,469               325,000     6,851,469
    Stoc subscription receivable                                 (9,000)                             (9,000)
    Accumulated deficit                                      (7,248,249)              (16,252)   (7,264,501)
                                                     -------------------  --------------------  ------------
        Total liabilities and shareholders' deficit  $        1,103,771   $           308,748   $ 1,412,519
                                                     ===================  ====================  ============
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                      STATEMENTS OF OPERATIONS
                                      FOR THE NINE MONTHS ENDED
                                          DECEMBER 31, 2003

                                               Previously Stated   Increase/(Decrease)    Restated
                                              -------------------  --------------------  -----------
<S>                                           <C>                  <C>                   <C>
Revenue                                       $        2,303,369                         $2,303,369
Cost of sales                                            702,212                            702,212
                                              -------------------  --------------------  -----------
    Gross profit                                       1,601,157                          1,601,157
Selling, general and administrative expenses           1,792,041                          1,792,041
Depreciation and amortization                             35,714                 16,252      51,966
Interest, net                                             91,213                             91,213
                                              -------------------  --------------------  -----------
Net loss                                      $         (317,811)  $             16,252  $ (334,063)
                                              ===================  ====================  ===========

Net loss per share, basic and diluted         $            (0.02)                        $    (0.02)
                                              ===================                        ===========
</TABLE>

<TABLE>
<CAPTION>
                                      STATEMENTS OF OPERATIONS
                                     FOR THE THREE MONTHS ENDED
                                         DECEMBER 31, 2003

                                               Previously Stated   Increase/(Decrease)    Restated
                                              -------------------  --------------------  ----------
<S>                                           <C>                  <C>                   <C>
Revenue                                       $          707,965                         $ 707,965
Cost of sales                                            190,412                           190,412
                                              -------------------  --------------------  ----------
    Gross profit                                         517,553                           517,553
Selling, general and administrative expenses             593,318                           593,318
Depreciation and amortization                             13,374                  8,127     21,501
Interest, net                                             30,928                            30,928
                                              -------------------  --------------------  ----------
Net loss                                      $         (120,067)  $              8,127  $(128,194)
                                              ===================  ====================  ==========

Net loss per share, basic and diluted         $            (0.01)                        $   (0.01)
                                              ===================                        ==========
</TABLE>

<TABLE>
<CAPTION>
                                                 BALANCE SHEET
                                             AS OF MARCH 31, 2003

                                                      Previously Stated   Increase/(Decrease)    Reclassified
                                                     -------------------  --------------------  --------------
<S>                                                  <C>                  <C>                   <C>
ASSETS
    Cash                                             $           65,493                         $      65,493
    Accounts receivable, net                                    893,860                               893,860
    Prepaid expenses                                             20,177                                20,177
    Property and equipment, net                                  58,355                                58,355
    Deposits                                                      9,038                                 9,038
    Intangible assets, net                                       85,534                                85,534
                                                     -------------------  --------------------  --------------
        Total assets                                 $        1,132,457                         $   1,132,457
                                                     ===================  ====================  ==============

LIABILITIES AND SHAREHOLDERS' DEFICIT
    Short-term debt                                  $               --                         $          --
    Accounts payable, trade                                     271,185                               271,185
    Due to directors, officers and employees                     26,994                                26,994
    Other current liabilities                                   422,681              (112,789)        309,892
    Long-term debt                                            1,027,493               112,789       1,140,282
    Common stock                                                 13,626                                13,626
    Additional paid-in capital                                6,300,916                             6,300,916
    Accumulated deficit                                      (6,930,438)                           (6,930,438)
                                                     -------------------  --------------------  --------------
        Total liabilities and shareholders' deficit  $        1,132,457   $                --   $   1,132,457
                                                     ===================  ====================  ==============
</TABLE>



                                       13
<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 regulatory intervention, if the Company fails to comply with
          regulatory  requirements;
     -    proposed  future  efforts  to  control  administrative  costs,  future
          provider  utilization  rates;
     -    future  government  regulations;
     -    the  ability  of  the  Company  to  price  its products competitively;
     -    the  ability  for  the  Company  to retain its current clients and its
          current  clients'  ability  to  retain  their  customers;
     -    sources for sufficient additional capital to meet the Company's growth
          and  operations;  and
     -    the  failure  to properly manage and successfully integrate additional
          providers.

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

     The  following discussion and analysis of the Company's financial condition
as of December 31, 2003, the Company's results of operations for the nine- month
periods  ended  December 31, 2003 and 2002, and the Company's cash flows for the
nine-month  periods  ended  December  31,  2003  and  2002,  should  be  read in
conjunction  with  the  Company's  unaudited  condensed  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  for  the year ended March 31, 2003.

OVERVIEW

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

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


                                       14
<PAGE>
     The  Company's  mission  to its clients and healthcare providers is to: (1)
maintain,  update  and  distribute  accurate  information  on  each  and  every
healthcare  provider  that  is directly contracted by the Company or is accessed
through the Company's network partner relationship; (2) demonstrate, educate and
offer  each  client  and  their  customer  referral  products  and services that
encourage,  enable  and  guide their injured workers to the Company's healthcare
providers;  and  (3)  provide  clear,  concise  and  accurate preferred provider
organization  ("PPO")  repricing  information  and  assistance  in  facilitating
payment to the contracted rates and provide resolution to reimbursement problems
in  a  timely  manner.

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

     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the  District  of Columbia.  The Company currently has in excess of
311,000  healthcare  providers  nationwide  that  serve  its  clients  and their
customers  for their injured employees' care.  Should a client or their customer
have particular needs in an under-served market, Rockport or its network partner
has  a  skilled  team  of  experienced  network development personnel capable of
custom  building  the  under-served  market  for  the  client.

CRITICAL  ACCOUNTING  POLICIES

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

     See  Note  2  "Summary of Significant Accounting Policies" to the Company's
audited  financial  statements  included  in  its Form 10-KSB for the year ended
March  31,  2003  for  the  Company's  additional  critical accounting policies.

RESULTS  OF  OPERATIONS

Nine Months Ended December 31, 2003 to Nine Months Ended December 31, 2002

     The  following table sets forth certain operating information regarding the
Company for the nine-month periods ended December 31, 2003 and 2002:


<TABLE>
<CAPTION>
                                                              December 31,
                                                        -----------------------
                                                           2003         2002
                                                        -----------------------
<S>                                                     <C>          <C>
     Revenue                                            $2,303,369   $2,806,914
         Cost of sales                                     702,212      762,345
                                                        -----------------------
     Gross profit                                        1,601,157    2,044,569
         Selling, general and administrative expenses    1,792,041    1,735,252
         Depreciation and amortization                      51,966       27,599
                                                        -----------------------
     Income (loss) from operations                        (242,850)     281,718
     Interest, net                                          91,213       84,522
                                                        -----------------------
     Net income (loss)                                  $ (334,063)  $  197,196
                                                        =======================
     Net income (loss) per share - basic and diluted    $    (0.02)  $     0.01
                                                        =======================
</TABLE>


     Revenue.  The  Company's  source  of  revenue  is fees it receives from its
clients  and  their  customers  that access and utilize the Company's healthcare
provider  network  for  work-related  injuries  and  illnesses.  When an


                                       15
<PAGE>
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.


     The  Company continues to expand its PPO network in additional areas of the
country  in  conjunction  with  the expansion of its client base, either through
direct  contracting  with  providers,  through  strategic network alliances with
third  party  networks,  which  it  refers  to  as  network partners, or through
purchases of networks. The Company utilizes its own network development staff to
enhance  its  PPO  network  and  custom  build  in  a market for a given client.
Effective July 7, 2003, the Company purchased the healthcare provider agreements
from Protegrity Services, Inc., ("Protegrity") which included certified networks
in  the  states  of  Florida  and  Kentucky  and providers in a variety of other
states.  As consideration for the purchase, the Company issued 500,000 shares of
restricted  common  stock to Protegrity which it recorded as an intangible asset
valued  at  $500,000  and  granted  Protegrity an earnout of a percentage of the
revenue  the  Company  receives  in the states of Florida, Kentucky and Missouri
over  the  next  five years. The value of $500,000 attributed to the acquisition
was  based  on  the  number  of  shares issued multiplied by $1.00 per share. If
Protegrity  has not sold its shares of Rockport by July 2008, the Company agreed
to  purchase  from  Protegrity  at  a  price  of  $1.00  per share all remaining
outstanding  shares  owned  by  Protegrity.  The Company intends to utilize this
purchase  to  expand  its  sales  and  marketing  strategies in those states and
further strengthen its position in the southeastern United States. This purchase
brought  the  total  number of providers within the Company's network to 311,409
physicians,  hospitals  and ancillary healthcare facilities in all 50 states and
the  District  of  Columbia.  Costs  associated  with  developing  the Company's
networks  are  charged  to  expense  when  incurred and are included in selling,
general  and  administrative  expenses.


     Revenue  for  the nine months ended December 31, 2003, was $2,303,369 which
was $503,545, or 18%, below revenue for the nine months ended December 31, 2002,
of  $2,806,914.  Revenue  for  the  three  months  ended  December 31, 2003, was
$707,965  which  was  $272,851, or 28%, below revenue for the three months ended
December  31,  2002,  of  $980,816.  The  reduction  in  revenue  was  primarily
attributable  to  four  items:  (1) effective August 1, 2003, the State of Texas
instituted  a new fee schedule for reimbursement of workers' compensation claims
by  healthcare  providers,  which fee schedule reduced the maximum allowed to be
billed  by  the  providers by 32%; (2) effective September 1, 2003, the State of
Texas  implemented  the  Approved  Doctor's  List  ("ADL")  which  requires  any
healthcare  provider  to  be on the ADL or that healthcare provider would not be
paid  for  their  workers'  compensation provider services; (3) the Company lost
four  clients;  two  clients  went  out  of  business, one client terminated its
contract  with  the  Company,  and  the Company terminated its contract with one
client;  and (4) some of the Company's largest clients lost significant business
from  some  of  their  largest  customers.

     Intracorp,  one  of  the  Company's  major  clients,  has  lost significant
business  from  its  customers  and represents 45% of the Company's reduction in
revenue for the 2003 period when compared to the 2002 period.  Fair Isaac & Co.,
which  is  the  Company's  second  largest  provider  of  revenue, has also lost
customers,  but  has  replaced those customers and its revenue contribution over
the  2002  period  is  up  a  modest  percent.

     The  Company has added seven new clients during the 2003 period, which were
not  included  in  the  2002  period.  Based  upon  these  additions, management
believes  that  a  large  portion of the reduction in revenue when comparing the
2003  period  to  that of 2002 has been, or will be, replaced by the addition of
these  new  clients.  In  addition,  healthcare  providers  within the Company's
network  who elect to join the ADL will contribute to replacing the revenue lost
when  the  ADL  list  was  made  effective.

     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 nine
months ended December 31, 2003.  Those clients were, Intracorp which contributed
27.4%  of  total revenue and Fair Isaac & Co. (formerly HNC Insurance Solutions,
Inc.)  which  contributed  25.6%  of  total  revenue.


                                       16
<PAGE>
     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 receives a fee from Intracorp which is 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 receives a fee
from  Fair  Isaac  &  Co.  which  is a negotiated percentage of the medical cost
savings  realized  by  Fair Isaac & Co. for accessing the Company's PPO network.

     The  agreements  the  Company  has  with its clients can be terminated with
short-term notice, which is normal within the industry the Company operates, and
there  can  be  no  assurance  that  a  current major client of the Company will
continue  to  be a major client in the future.  The Company is continuing to add
new  clients  and  customers  of  its existing clients and believes revenue will
increase  as  it  implements  these  new  clients  and  customers.

     Cost  of  sales.  The  Company's  cost  of  sales consists of fees paid for
access  to  third  party  provider  networks, or network partners, fees paid for
sales  commissions  to  non-employee  sales personnel and commission overwrites.
Cost  of sales decreased by $60,133, or 9%, from $762,345 during the nine months
ended  December  31, 2002, to $702,212 during the nine months ended December 31,
2003.  Substantially  all  of  this  decrease  was  due  to  the decrease in the
Company's clients accessing its network and a reduction in commission overwrites
resulting  from  the  decrease  in revenue.  As the Company expands its business
outside  the  State  of Texas, to states where it does not have its own network,
the  Company  will  continue  developing strategic network alliances and network
access  fees  will  increase.  The purchase of the Protegrity network in Florida
and  Kentucky  will  allow  the  Company to increase its revenue in those states
without  a  corresponding increase in network access fees, however, for a period
of five years, Protegrity will receive an earnout fee as a percentage of revenue
received by the Company from the states of Florida, Kentucky and Missouri.  Fees
incurred  for  access to third party provider networks are based on a percentage
of  the  Company's  revenue  from  using  such  network.  Sales  commissions and
commission  overwrites  paid by the Company are based on a percentage of revenue
billed  and  collected.  For  the  nine  months ended December 31, 2003, cost of
sales  were  comprised  of network access fees of $570,584, sales commissions of
$86,363  and  commission  overwrites  of  $45,265.

     A  marketing  and  sales  agreement  with  two  individuals  provides for a
quarterly  sales  commission  bonus to be paid in restricted common stock of the
Company.  Pursuant  to  this  agreement, the Company issued 40,678 shares of its
restricted common stock to Johnny Fontenot during the nine months ended December
31,  2003, which was valued at $13,118.  Additionally, for the nine months ended
December  31,  2003,  Mr.  Fontenot  earned  sales  commissions of $13,730.  The
Company  issued  40,678  shares  of  its  restricted common stock to Mike Catala
during  the nine months ended December 31, 2003, for this bonus which was valued
at  $13,118.  Additionally,  for  the  nine  months ended December 31, 2003, Mr.
Catala  earned sales commissions of $13,730.  During September 1998, the Company
acquired  Newton  Healthcare  Network,  LLC  from  Bannon  Energy  Incorporated
("Bannon")  of  which  Robert  D. Johnson, a former director of the Company, was
sole  owner  of  Bannon.  In  accordance  with  the purchase and sale agreement,
Bannon  receives a commission overwrite of two percent (2%) of the gross revenue
attributable  to  Rockport  Community  Network,  Inc.  For the nine months ended
December  31,  2003,  Bannon  earned  $45,265.

     Gross  profit.  The  Company's  gross profit decreased by $443,412, or 22%,
from  $2,044,569  during  the nine months ended December 31, 2002, to $1,601,157
during the nine months ended December 31, 2003.  Gross profit as a percentage of
sales  decreased from 73% during the nine months ended December 31, 2002, to 70%
during  the  nine  months ended December 31, 2003.  The decrease in gross profit
was  attributable to the decrease in revenue and an increase in access fees paid
to  access  third  party  networks.  The  Company predicts its gross profit as a
percentage of sales will continue to decrease as it expands its business outside
the  State  of Texas and continues to incur access fees to third party networks,
however,  the  Company  believes  having network partners is the most economical
method  of  building  a  nationwide  network.


                                       17
<PAGE>
     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses increased by $56,789, or 3%, from $1,735,252 during the
nine  months ended December 31, 2002, to $1,792,041 during the nine months ended
December 31, 2003. Payroll and related expenses increased from $1,236,625 during
the  nine  months ended December 31, 2002, to $1,325,173, or 7%, during the nine
months  ended  December  31,  2003.  The  primary  cause  of the increase was an
increase  in  the cost of medical insurance premiums for the Company's employees
of  $37,642,  the  addition  of two personnel in Florida for client services and
network  development  and  one  individual in Houston for client services, which
increases  were  partially  offset  by  the  elimination  of a senior management
position  in  sales  and  marketing.

     Professional  services, which are comprised of accounting and audit, legal,
investor  relations,  consulting  and  other  professional  fees, decreased from
$204,497  during  the  nine months ended December 31, 2002, to $165,424, or 19%,
during  the  nine  months ended December 31, 2003.  Beginning in April 2002, the
Company's  SEC  filings  were  being  reviewed  by  the  Securities and Exchange
Commission  in  a  normal review process which all companies undergo every three
years.  During  the  nine  months  ended December 31, 2002, the Company incurred
additional  legal and accounting expenses associated with responding to the SEC.
These expenses were minimal during the nine months ended December 31, 2003.


     Depreciation  and amortization.  Depreciation and amortization increased by
$24,367,  or  88%  from  $27,599 for the nine months ended December 31, 2002, to
$51,966  for  the  nine months  ended December 31, 2003.  The increase is due to
amortization  of  the  healthcare  provider  contracts  acquired from Protegrity
Services,  Inc.,  which  acquisition  was recorded as an intangible asset and is
being  amortized  over  a  ten-year  period.


     The  Company currently has fully staffed all of its departments with highly
qualified personnel to market its provider network to potential clients, develop
its  provider  network,  design  and develop its management information systems,
perform  its  client services and provide for the administration of the Company.
As a result of this staffing, the Company has increased its sales and processing
capabilities  and  believes  the  Company  is  well positioned to experience new
growth.  The  Company  believes  there  will  not be any significant increase in
selling, general and administrative expenses as it implements its business plan.


     Net  income  (loss).  The  Company had a net loss for the nine months ended
December 31, 2003, of $334,063, or $0.02 per share (basic and diluted), compared
with  net  income  of  $197,196, or $0.01 per share (basic and diluted), for the
nine  months ended December 31, 2002.  As discussed above, the primary component
which  resulted  in  the loss for the nine months ended December 31, 2003, was a
decrease  in  utilization  of  the  Company's  provider network by the Company's
clients,  the  loss of selected clients and the loss of customers by some of the
Company's  significant  clients.


LIQUIDITY  AND  CAPITAL  RESOURCES

     The  following summary table presents comparative cash flows of the Company
for the nine month periods ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                              December 31,
                                                          --------------------
                                                            2003       2002
                                                          --------------------
<S>                                                       <C>        <C>
     Net cash provided by (used in) operating activities  $(38,309)  $ 68,354
     Net cash used in investing activities                $ (3,951)  $(15,124)
     Net cash provided by financing activities            $ 16,000   $ 22,500
</TABLE>


     Changes  in  cash  flow.  The  Company currently manages the payment of its
current  liabilities  and  other obligations on a monthly basis, as cash becomes
available.  Net  cash  used  in  operating  activities for the nine months ended
December  31,  2003,  was  $38,309  compared with net cash provided by operating
activities  of  $68,354 for the nine months ended December 31, 2002.  This was a
decrease  of  $106,663  when  compared to the prior year.  The components of net
cash  used  in  operating  activities  for  the  2003  period were a net loss of
$334,063 which was


                                       18
<PAGE>
partially  offset by non-cash charges of $78,201, decreases in current assets of
$145,663  and  increases  in  current  liabilities  of  $71,890.

     Capital  resources.  On  June  11,  2001,  the Company's Board of Directors
approved the issuance of an aggregate principal amount of $1,000,000 in the form
of  three-year  10%  convertible  subordinated  unsecured  notes.  The notes are
convertible at the average of the high bid and low asked stock quotations on the
date  of  funding  and  interest is payable quarterly out of available cash flow
from  operations  as  determined  by the Company's Board of Directors, or if not
paid but accrued, will be paid at the next fiscal quarter or at maturity. Of the
three-year  10% convertible subordinated unsecured notes, the Company has issued
notes  to  a  director and a former director in the aggregate amount of $350,000
and  an  individual in the amount of $250,000, for total borrowings of $600,000.
$500,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion  price of $.36 per share anytime prior to June 2004 and
$100,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion price of $.325 per share anytime prior to October 2004.
The  conversion  price  of  $.325  was determined by the average of the high bid
($.36)  and  low  asked  ($.29)  stock  quotations  on  the date of funding. The
conversion  price  of  $.36 was determined by the average of the high bid ($.39)
and low asked ($.33) stock quotations on the date of funding. As a result, there
are  no  beneficial conversion features associated with these notes. On December
31,  2002,  the  Company  renegotiated the terms of $300,000 principal amount of
these  notes  with  a  director  of  the  Company  and extended the due date and
conversion  date  to  April  1,  2005.

     Of  these  notes, a note for $200,000 principal amount and accrued interest
is  due  in  June  2004  and  a  note  for $100,000 principal amount and accrued
interest  is due in November 2004.  The Company is currently seeking alternative
sources  of  financing  to  retire  these  notes  as  it currently does not have
sufficient  cash  resources  available to retire these notes.  If the Company is
unable to pay these notes when due, it will be in default of the 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.  On
June 30, 2002, the Company renegotiated the terms of the notes and added $93,000
of  accrued consulting fees due and $34,493 of accrued overwrite fees due to the
director to the principal amount of the note.  On December 31, 2002, the Company
renegotiated  the  terms of the note and extended the due date to April 1, 2005.
This  debt  is  accruing  interest at 8% payable monthly, however, in accordance
with  verbal  agreement  with  the  note  holder,  the Company ceased paying the
interest  on  this  note  on  October  1,  2003.

     In  1998,  the Company borrowed $200,000 from a shareholder on two separate
notes  which  were  convertible  into Company common stock with interest payable
monthly  at  15% per annum.  The notes are personally guaranteed by two officers
of  the  Company.  On  March 31, 2002, the Company renegotiated the terms of the
notes  which were originally convertible into Company common stock at an average
conversion  price of $1.50 per share and were due April 1, 2003.  The notes have
been modified on two occasions and are now convertible into Company common stock
at a conversion price of $.36 per share and the due date and the conversion date
of  the  notes  is  April  1,  2006.

     Liquidity.  The  Company  has  funded  its  operations  through the sale of
Company  common  stock,  borrowing  funds from outside sources and conversion of
employee,  director  and  shareholder  debt  into  restricted  common stock.  At
December 31, 2003, the Company had available cash in non-restrictive accounts of
$39,233 and negative working capital of $174,170.  The Company has experienced a
reduction in revenue from the utilization of its provider network by its clients
and  their  customers  when  compared  to  the previous year period and previous
quarter.  The  Company  has added new clients and believes the business from its
existing  clients is beginning to improve.  Management believes its revenues for
its  fourth  quarter  will  improve  from  its  current  quarter.

     For  fiscal  2004,  the  Company  is  projecting its monthly cash operating
expenses,  excluding network access fees, commissions and commission overwrites,
to  be  approximately  $200,000.  The  Company  does not require any funding for
capital  expenditures  during  the  current  fiscal  year. The Company does have
$200,000 principal amount and accrued interest of its three-year 10% convertible
subordinated  unsecured notes due in June 2004 and $100,000 principal amount and
accrued  interest  due  November  2004.  As previously discussed, the Company is
currently  seeking alternative sources of financing to retire these notes, as it
has  no  current  means  to  pay the notes as they become due. If the Company is
unable  to  refinance  these notes, it will be required to raise funds to retire
the notes, or it will be in default of the notes. The Company has no commitments
for  the  needed  funds  to  retire  these  notes,


                                       19
<PAGE>
and  the  failure  to  raise such funds or refinance the notes could subject the
Company  to  a  claim  by the note holders for repayment, which would materially
adversely  affect  the  Company's  financial  condition.

     Excluding  these  notes,  management  believes  sufficient  cash  flow from
operations  will  be  available  during  the  next  twelve months to satisfy its
short-term  obligations.  The  Company's  future  growth  is  conditioned on the
Company  signing  more employers, insurers and others for access to its provider
network  and  obtaining  a greater participation by consumers who are covered by
such  payors.  The  Company will dedicate a significant portion of its cash flow
from  operations  to  the  continuing  development and marketing of its provider
network.


                                       20
<PAGE>
NEW  ACCOUNTING  PRONOUNCEMENTS

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

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

     SFAS  No.  150,  Accounting  for  Certain  Financial  Instruments  with
Characteristics  of  Both  Liabilities  and  Equity,  was issued in May 2003 and
requires  issuers  to  classify  as  liabilities  (or  assets  under  certain
circumstances)  three  classes  of  freestanding  financial  instruments  that
represent  obligations  for  the issuer. SFAS No. 150 is effective for financial
instruments  entered  into  or  modified  after  May  31,  2003 and is otherwise
effective  at the beginning of the first interim period beginning after December
15,  2003.  The adoption of this statement did not have a material effect on the
Company's  financial  position,  results  of  operations  or  cash  flows.

Item  3.   CONTROLS  AND  PROCEDURES

     In  accordance  with  the Securities Exchange Act of 1934 ("Exchange Act"),
the  Company  carried  out  an  evaluation,  under  the supervision and with the
participation  of  management,  including  its Chief Executive Officer and Chief
Financial  Officer,  of  the  effectiveness  of  its  disclosure  controls  and
procedures  as  of  the end of the period covered by this report.  Based on this
evaluation,  the  Company's  Chief Executive Officer and Chief Financial Officer
concluded  that  the Company's disclosure controls and procedures were effective
as  of  December  31,  2003,  to  provide  reasonable assurance that information
required  to  be  disclosed in its reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized  and reported within the time periods
specified  in  the  Securities  and  Exchange  Commission's  rules  and  forms.



                                       21
<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 December 31, 2003,
that  were  not  registered  under  the  Securities  Act.

     On December 31, 2003, under the terms of a written contract executed by the
Company,  the  Company  issued  10,380  shares of common stock to Mike Catala in
consideration  of  marketing services valued at $3,114 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On December 31, 2003, under the terms of a written contract executed by the
Company,  the Company issued 10,380 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $3,114 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

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

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

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

Item 3.   Defaults  Upon  Senior  Securities  -  None

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

Item 5.   Other  Information  -  None


                                       22
<PAGE>
Item 6.     Exhibits  and  Reports  on  Form  8-K

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


<TABLE>
<CAPTION>
Exhibit No.  Description
-----------  -----------
<S>          <C>

2.1          Agreement and Plan of Reorganization (incorporated by reference to Exhibit 2.1 to
             Registrant's Current Report on Form 8-K, dated January 5, 1998)
             Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1
3.1          to Registrant's Registration Statement on Form 10-SB, dated July 26, 1994, SEC File No. 0-
             23514)
3.2          Certificate of Amendment to Certificate of Incorporation of Registrant dated January 16,
             1998 (incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form
             10-KSB/A, dated June 3, 2002)
3.3          Certificate of Amendment to Certificate of Incorporation of Registrant dated October 14,
             2002 (incorporated by reference to Exhibit 4.3 to Registrant's Form S-8, dated October
             24, 2002, SEC File No. 333-100732)
3.4          Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 4.4 to
             Registrant's Form S-8, dated October 24, 2002, SEC File No. 333-100732)
4.1          Specimen of Registrant's Common Stock Certificate (incorporated by reference to
             Exhibit 4 to Registrant's Annual Report on Form 10-KSB/A, dated June 29, 2000)
4.2          Three-year 10% Convertible Subordinated Unsecured Notes (incorporated by reference to
             Exhibit 4.2 to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.1         Employment Agreement with Carl A. Chase (incorporated by reference to Exhibit 10.2 to
             Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)  *
10.3         Employment Agreement with Harry M. Neer (incorporated by reference to Exhibit 10.1
             to Registrant's Quarterly Report on Form 10-QSB/A, dated February 14, 2001)  *
10.4         Employment Agreement with Larry K. Hinson (incorporated by reference to Exhibit 10.2
             to Registrant's Quarterly Report on Form 10-QSB/A, dated February 14, 2001)  *
10.5         Engagement Agreement with John K. Baldwin (incorporated by reference to Exhibit 10.6
             to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)  *
10.6         Lease Agreement at 50 Briar Hollow Lane, Suite 515W Houston, Texas 77027
             (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-
             KSB/A, dated June 29, 2000)
10.7         2000 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.5 to Registrant's
             Form S-8, dated April 24, 2001, SEC File No. 333-59476)  *
10.8         Amended Engagement Agreement with John K. Baldwin (incorporated by reference to
             Exhibit 10.9 to Registrant's Quarterly Report on Form 10-QSB, dated August 14, 2001)  *
10.9         Consulting Services agreement with George Bogle (incorporated by reference to Exhibit
             10.10 to Registrant's Quarterly Report on Form 10-QSB/A, dated June 3, 2002)  *
10.10        Warrant Agreement with George Bogle (incorporated by reference to Exhibit 10.11 to
             Registrant's Quarterly Report on Form 10-QSB/A, dated June 3, 2002)  *
10.11        Network Access Agreement with Health Net Plus (formerly EOS Group, Inc., Foundation
             Health Medical Resource Management, Inc. aka Reviewco) dated September 1, 1999,
             (incorporated by reference to Exhibit 10.12 to Registrant's Quarterly Report on Form 10-
             QSB, dated August 14, 2002)  (1)
10.12        Workers' Compensation Master Preferred Client Agreement with PPONext (formerly
             Beyond Benefits) dated July 1, 2000, (incorporated by reference to Exhibit 10.13 to
             Registrant's Quarterly Report on Form 10-QSB, dated August 14, 2002)  (1)
10.13        Rockport Healthcare Group, Inc. 2002 Stock Option Plan (incorporated by reference to
             Exhibit 10.1 to Registrant's Form S-8, dated October 24, 2002, SEC File No. 333-
             100732)  *
10.14        Form of Indemnification Agreement Between Rockport Healthcare Group, Inc. and Its
             Officers and Directors (incorporated by reference to Registrant's Quarterly Report on
             Form 10-QSB dated November 14, 2002)


                                       23
<PAGE>
21.1         Subsidiaries of Registrant (incorporated by reference to Exhibit 22 to Registrant's Annual
             Report on Form 10-KSB/A, dated June 29, 2000)
31.1         Certification of Harry M. Neer, Chief Executive Officer
31.2         Certification of Larry K. Hinson, Chief Financial Officer
32.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.
32.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.
</TABLE>

*    Indicates management contract or compensatory plan or arrangement.


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

     (b)  Reports  on  Form  8-K:

          i)   Registrant  filed  a  report  on  Form  8-K on November 19, 2003,
               disclosing  events  pursuant to Item 9 (Regulation FD Disclosure)
               and  Item  12  (Results of Operations and Financial Condition) of
               Form  8-K.  As  part  of Exhibit 99.1 to such report, the Company
               released  condensed  financial  statements  for  the  three  and
               six-month  periods  ended  September  30,  2003  and  2002.


                                       24
<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)


June 30, 2004                   /s/  Larry K. Hinson
                                ------------------------------------------------
                                Larry K. Hinson
                                Chief Financial and Principle Accounting Officer
                                (Duly authorized officer)



                                       25
<PAGE>