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  September  30,  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
             incorporation or organization)                Identification No.)

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

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



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

                             Yes [X]         No [_]
                                  -

     As of November 14, 2003, there were outstanding 14,186,898 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>

<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.
                              INDEX TO FORM 10-QSB
                               SEPTEMBER 30, 2003

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

          Item 1.   Financial Statements

                    Condensed Consolidated Balance Sheets
                      September 30, 2003  (unaudited) and March 31, 2003                         3

                    Condensed Consolidated Statements of Operations (unaudited)                  4
                      Three and Six Months Ended September 30, 2003 and 2002

                    Condensed Consolidated Statement of Changes in Shareholders'                 5
                      Deficit Six Months Ended September 30, 2003 (unaudited) and Year Ended
                      March 31, 2003

                    Condensed Consolidated Statements of Cash Flows (unaudited)                  6
                      Six Months Ended September 30, 2003 and 2002

                    Notes to Unaudited Condensed Consolidated Financial Statements               7

          Item 2.   Management's Discussion and Analysis of Results of                          15
                      Operations and Financial Condition

          Item 3.   Controls and Procedures                                                     21

PART II   OTHER INFORMATION

          Item 1.   Legal Proceedings                                                           23

          Item 2.   Changes in Securities and Use of Proceeds                                   23

          Item 3.   Defaults Upon Senior Securities                                             23

          Item 4.   Submission of Matters to a Vote of Security Holders                         23

          Item 5.   Other Information                                                           23

          Item 6.   Exhibits and Reports on Form 8-K                                            24
</TABLE>


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

Item  1.     FINANCIAL  STATEMENTS


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

                                                                       September 30,   March 31,
                                                                           2003          2003
                                                                       --------------------------
<S>                                                                    <C>           <C>
                                   ASSETS                               (Unaudited)
Current assets:
    Cash                                                               $    64,520   $    65,493
    Accounts receivable, net of allowance of $20,000 at September 30
      and March 31, 2003                                                   682,752       893,860
    Prepaid expenses                                                        12,053        20,177
                                                                       --------------------------
        Total current assets                                               759,325       979,530
                                                                       --------------------------
Property and equipment:
    Office furniture and equipment                                          43,000        41,812
    Computer equipment and software                                        116,953       114,568
    Telephone equipment                                                     15,844        15,734
                                                                       --------------------------
                                                                           175,797       172,114
    Less accumulated depreciation                                         (124,856)     (113,759)
                                                                       --------------------------
        Net property and equipment                                          50,941        58,355
                                                                       --------------------------
Other assets:
    Deposits                                                                 9,038         9,038
    Intangible assets, net                                                 566,167        85,534
                                                                       --------------------------
                                                                           575,205        94,572
                                                                       --------------------------
Total assets                                                           $ 1,385,471   $ 1,132,457
                                                                       ==========================

                    LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                    $   200,000   $        --
    Accounts payable, trade                                                210,963       271,185
    Due to directors, officers and employees                                27,761        26,994
    Other current liabilities                                              272,038       309,892
                                                                       --------------------------
        Total current liabilities                                          710,762       608,071
                                                                       --------------------------
Long-term debt                                                             976,467     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,
      14,186,898 and 13,626,302 shares issued and outstanding at
      September 30 and March 31, 2003, respectively                         14,187        13,626
    Additional paid-in capital                                           6,820,362     6,300,916
    Accumulated deficit                                                 (7,136,307)   (6,930,438)
                                                                       --------------------------
         Total shareholders' deficit                                      (301,758)     (615,896)
                                                                       --------------------------
Total liabilities and shareholders' equity (deficit)                   $ 1,385,471   $ 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 Six Months Ended
                                                    September 30,              September 30,
                                              ----------------------------------------------------
                                                  2003         2002          2003         2002
                                              ----------------------------------------------------
<S>                                           <C>           <C>          <C>           <C>
Revenue                                       $   699,787   $   935,182  $ 1,595,404   $ 1,826,098
Cost of sales                                     226,538       256,688      511,800       472,524
                                              ----------------------------------------------------
        Gross profit                              473,249       678,494    1,083,604     1,353,574
                                              ----------------------------------------------------

Operating expenses:
  Selling, general and administrative
    expenses:
      Payroll and related expenses                444,231       390,207      885,868       782,345
      Office administration                        83,841        85,297      163,050       166,426
      Professional services                        47,246        63,518      108,089       131,168
      Other                                        22,078        11,100       41,716        23,772
                                              ----------------------------------------------------
  Total selling, general and administrative       597,396       550,122    1,198,723     1,103,711
  Depreciation and amortization                    21,590         9,143       30,465        18,072
                                              ----------------------------------------------------
        Total operating expenses                  618,986       559,265    1,229,188     1,121,783
                                              ----------------------------------------------------

Income (loss) from operations                    (145,737)      119,229     (145,584)      231,791
Interest, net                                      30,467        28,988       60,285        55,370
                                              ----------------------------------------------------
Net income (loss)                             $  (176,204)  $    90,241  $  (205,869)  $   176,421
                                              ====================================================

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

Weighted average number of common
    shares outstanding:
    Basic                                      14,127,245    13,406,669   13,878,354    13,397,423
                                              ====================================================
    Diluted                                    14,127,245    18,101,371   13,878,354    18,101,371
                                              ====================================================
<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 SIX MONTHS ENDED SEPTEMBER 30, 2003


                                                                                                Total
                                              Common Stock      Additional                  Shareholders'
                                          -------------------    Paid-in     Accumulated       Equity
                                            Shares    Amount     Capital       Deficit        (Deficit)
                                          ----------  -------  -----------  -------------  ---------------
<S>                                       <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)         60,596       61       19,946            --           20,007
Stock issued for acquisition (unaudited)     500,000      500      499,500            --          500,000
Net loss (unaudited)                              --       --           --      (205,869)        (205,869)
                                          ----------  -------  -----------  -------------  ---------------
Balances September 30, 2003 (unaudited)   14,186,898  $14,187  $ 6,820,362  $ (7,136,307)  $     (301,758)
                                          ----------  -------  -----------  -------------  ---------------
<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 SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                        (UNAUDITED)


                                                                        2003        2002
                                                                     ----------  ----------
<S>                                                                  <C>         <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                                $(205,869)  $ 176,421
    Adjustments to reconcile net income (loss) to cash provided by
     (used in) operating activities:
        Depreciation                                                    11,097      11,206
        Amortization                                                    19,367       6,867
        Issuance of stock for services                                  20,007       9,529
        Changes in assets and liabilities:
            Accounts receivable - trade                                211,108    (421,395)
            Prepaid expenses                                             8,124      (8,118)
            Accounts payable                                           (60,222)     29,954
            Due to directors, officers and employees                       767      (3,950)
            Other current liabilities                                   (1,669)    162,780
                                                                     ----------------------
Cash provided by (used in) operating activities                          2,710     (36,706)
                                                                     ----------------------

Investing activities:
    Purchase of fixed assets                                            (3,683)     (7,838)
                                                                     ----------------------

Financing activities:
    Proceeds from notes payable                                             --      15,000
                                                                     ----------------------
Net decrease in cash                                                      (973)    (29,544)
Cash and cash equivalents, beginning of period                          65,493      42,637
                                                                     ----------------------
Cash and cash equivalents, end of period                             $  64,520   $  13,093
                                                                     ======================


Supplemental cash flow information:
    Interest paid                                                    $  24,100   $  15,545
                                                                     ======================

Non-cash transactions:
    Acquisition of Protegrity provider agreements                    $ 500,000   $      --
                                                                     ======================
    Transfer of amounts due to a director to notes payable           $      --   $ 127,493
                                                                     ======================
<FN>


See accompanying notes to unaudited consolidated financial statements.
</TABLE>



                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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  September  30,  2003,  the results of operations for the three and six-month
periods  ended September 30, 2003 and 2002, and the cash flows for the six-month
periods  ended  September  30,  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  311,409
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 September 30, 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>

<TABLE>
<CAPTION>
Note  2.     Notes  Payable

     Notes payable consisted of the following at:

                                                              September 30,   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                    148,974     112,789
                                                              --------------  ----------
Total notes payable                                                1,176,467   1,140,282
Less current maturities of long-term debt                           (200,000)         --
                                                              --------------  ----------
Total long-term debt                                          $      976,467  $1,140,282
                                                              ==============  ==========
<FN>

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

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:


<PAGE>
          Twelve Months Ending September 30,
          ----------------------------------
                2004                                    $229,443
                2005                                     156,316
                                                        --------
                    Total                               $385,759
                                                        ========


     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 six-month periods ended September
30,  2003  and  2002, Mr. Baldwin earned $39,000 and $34,500, 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 September 30, 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.  194,467  of these stock options were
exercisable  as  of  September  30,  2003.  As  of  September  30,  2003,  no
non-qualified  stock  options  had  been  granted  under  the  2002  Plan.

     On December 7, 2000, the Board of Directors of the Company adopted the 2000
Long-Term Incentive Plan (the "2000 Plan").  On September 5, 2001, the 2000 Plan
was approved by the shareholders of the Company.  The 2000 Plan provides for the
granting  of  awards  of up to 1,000,000 shares of the Company's common stock to
key  employees,  directors  and  other  persons  who  have  contributed  or  are
contributing  to  the  Company's  success.  Awards  under  the 2000 Plan will be
granted as determined by the Company's Board of Directors.  The options that may
be  granted  pursuant  to  the  2000  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  As  of September 30, 2003, incentive stock options to purchase 932,900
shares, exercisable at prices ranging from $.19 to $.50 per share that vest over
a  three-year  period  had  been granted.  Of this amount, 538,066 stock options
were  exercisable  as  of  September  30,  2003.  As  of  September  30,  2003,
nonqualified  stock  options  to  purchase 50,000 shares exercisable at $.25 per
share  and  immediately  exercisable  had  been  granted.

     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


                                       10
<PAGE>
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 September 30, 2003 net loss and
September  30,  2002 net income would have been changed to the pro forma amounts
indicated  below.


<TABLE>
<CAPTION>
                                                     For the Three Months Ended     For the Six Months Ended
                                                           September 30,                September 30,
                                                    ----------------------------------------------------------
                                                        2003           2002           2003           2002
                                                    ----------------------------------------------------------
<S>                                                 <C>            <C>            <C>            <C>
Net income (loss):
  As reported                                       $   (176,204)  $     90,241   $   (205,869)  $    176,421
  Stock based compensation under fair value method       (19,737)       (25,674)       (39,474)       (39,352)
                                                    ----------------------------------------------------------
  Pro forma                                         $   (195,941)  $     64,567   $   (245,343)  $    137,069
                                                    ==========================================================

Net income (loss) per share - basic and diluted:
  As reported                                       $      (0.01)  $       0.01   $      (0.01)  $       0.01
  Stock based compensation under fair value method            --             --             --             --
                                                    ----------------------------------------------------------
  Pro forma                                         $      (0.01)  $       0.01   $      (0.01)  $       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 September 30, 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 six-month periods ended September 30, 2003 and 2002, Bannon earned
$31,117  and  $36,519,  respectively.


<PAGE>
Note 6.  Significant  Concentration

     Two  clients  accounted  for approximately 25.8% and 28.5% of sales for the
six months ended September 30, 2003.  No other clients represented more than 10%
of  sales  of  the  Company  for  the  six  months ended September 30, 2003.  At
September  30,  2003, four clients accounted for approximately 38%, 11%, 10% and
10% of the Company's accounts receivable balances.  No other clients represented
more  than  10%  of  the  accounts  receivable  balances  at September 30, 2003.

Note 7.  Legal  Proceedings

     In January 2003, the Company was named as a defendant in the District Court
of  El  Paso  County,  Colorado  by William W. Wollenberg.  Mr. Wollenberg was a
former  employee of the Company, and alleged that the Company breached the terms
of  an  employment  agreement  with  Mr.  Wollenberg  in  connection  with  the
agreement's  expiration.  Mr.  Wollenberg  was  seeking  monetary damages in the
amount of $1,080,000.  Shortly after the suit was filed, the Company removed the
case  to  federal  court  in Denver, Colorado.  Because the Company believed the
claims  were  without  merit, it filed a motion for summary judgement seeking to
dismiss  the  lawsuit  based on the express wording of the agreement.  On August
18,  2003, the United States District Court for the District of Colorado granted
the  Company's  request  for  motion  for  summary  judgement.

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.


<PAGE>
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  September  30,  2003.  A  summary  of  the  restatement  and
reclassification  is  as  follows:

<TABLE>
<CAPTION>
                                                BALANCE SHEET
                                          AS OF SEPTEMBER 30, 2003

                                                      Previously Stated   Increase/(Decrease)     Restated
                                                     -------------------  --------------------  ------------
<S>                                                  <C>                  <C>                   <C>
ASSETS
    Cash                                             $           64,520                         $    64,520
    Accounts receivable, net                                    682,752                             682,752
    Prepaid expenses                                             12,053                              12,053
    Property and equipment, net                                  50,941                              50,941
    Deposits                                                      9,038                               9,038
    Intangible assets, net                                      249,292               316,875       566,167
                                                     -------------------  --------------------  ------------
        Total assets                                 $        1,068,596   $           316,875   $ 1,385,471
                                                     ===================  ====================  ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
    Short-term debt                                  $          200,000                         $   200,000
    Accounts payable, trade                                     210,963                             210,963
    Due to directors, officers and employees                     27,761                              27,761
    Other current liabilities                                   421,012              (148,974)      272,038
    Long-term debt                                              827,493               148,974       976,467
    Common stock                                                 14,187                              14,187
    Additional paid-in capital                                6,495,362               325,000     6,820,362
    Accumulated deficit                                      (7,128,182)               (8,125)   (7,136,307)
                                                     -------------------  --------------------  ------------
        Total liabilities and shareholders' deficit  $        1,068,596   $           316,875   $ 1,385,471
                                                     ===================  ====================  ============
</TABLE>

<TABLE>
<CAPTION>
                                      STATEMENTS OF OPERATIONS
                                      FOR THE SIX MONTHS ENDED
                                         SEPTEMBER 30, 2003

                                               Previously Stated   Increase/(Decrease)    Restated
                                              -------------------  --------------------  -----------
<S>                                           <C>                  <C>                   <C>

Revenue                                       $        1,595,404                         $1,595,404
Cost of sales                                            511,800                            511,800
                                              -------------------  --------------------  -----------
    Gross profit                                       1,083,604                          1,083,604
Selling, general and administrative expenses           1,198,723                          1,198,723
Depreciation and amortization                             22,340                  8,125      30,465
Interest, net                                             60,285                             60,285
                                              -------------------  --------------------  -----------
Net loss                                      $         (197,744)  $              8,125  $ (205,869)
                                              ===================  ====================  ===========

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


<PAGE>
<TABLE>
<CAPTION>
                                      STATEMENTS OF OPERATIONS
                                     FOR THE THREE MONTHS ENDED
                                         SEPTEMBER 30, 2003

                                               Previously Stated   Increase/(Decrease)    Restated
                                              -------------------  --------------------  ----------
<S>                                           <C>                  <C>                   <C>

Revenue                                       $          699,787                         $ 699,787
Cost of sales                                            226,538                           226,538
                                              -------------------                        ----------
    Gross profit                                         473,249                           473,249
Selling, general and administrative expenses             597,396                           597,396
Depreciation and amortization                             13,465                  8,125     21,590
Interest, net                                             30,467                            30,467
                                              -------------------  --------------------  ----------
Net loss                                      $         (168,079)  $              8,125  $(176,204)
                                              ===================  ====================  ==========

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
    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>



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

FORWARD-LOOKING  STATEMENTS

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

     -    the  Company's  ability  to  forge  satisfactory  relationships  with
          healthcare  providers  and  employers and enroll sufficient numbers of
          employees  of contracting employers to utilize the Company's services;
     -    continued  efforts  to  control  healthcare  costs;
     -    potential regulation intervention, if the Company fails to comply with
          regulatory  requirements;
     -    proposed  future  efforts  to  control  administrative  costs,  future
          provider  utilization  rates;
     -    future  government  regulations;
     -    the  ability  of  the  Company  to  price  its products competitively;
     -    the ability to successfully integrate the Protegrity Services provider
          contracts;
     -    sources for sufficient additional capital to meet the Company's growth
          and  operations;  and
     -    the  failure  to properly manage and successfully integrate additional
          providers.

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

     The  following discussion and analysis of the Company's financial condition
as of September 30, 2003, the Company's results of operations for the six- month
periods  ended September 30, 2003 and 2002, and the Company's cash flows for the
six-month  periods  ended  September  30,  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.

     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


<PAGE>
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'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  311,409
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

Six  Months  Ended  September  30,  2003  to Six Months Ended September 30, 2002

               The  following  table  sets  forth  certain operating information
regarding  the  Company  for  the six-month periods ended September 30, 2003 and
2002:


<TABLE>
<CAPTION>
                                                         September 30,
                                                   -----------------------
                                                      2003         2002
                                                   -----------  ----------
<S>                                                <C>          <C>
Revenue                                            $1,595,404   $1,826,098
    Cost of sales                                     511,800      472,524
                                                   -----------  ----------
Gross profit                                        1,083,604    1,353,574
    Selling, general and administrative expenses    1,198,723    1,103,711
    Depreciation and amortization                      30,465       18,072
                                                   -----------  ----------
Income (loss) from operations                        (145,584)     231,791
Interest, net                                          60,285       55,370
                                                   -----------  ----------
Net income (loss)                                  $ (205,869)  $  176,421
                                                   ===========  ==========
Net income (loss) per share - basic and diluted    $    (0.01)  $     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 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


<PAGE>
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 six months ended September 30, 2003, was $1,595,404 which
was $230,694, or 13%, below revenue for the six months ended September 30, 2002,
of  $1,826,098.  Revenue  for  the  three  months  ended September 30, 2003, was
$699,787  which  was  $235,395, or 25%, below revenue for the three months ended
September  30,  2002,  of  $935,182.  The  reduction  in  revenue  was primarily
attributable  to  three items: (1) the Company experienced a reduced utilization
of  its  network  by its current clients; (2) 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 (3) some
of the Company's clients lost the business of some of their large customers. The
loss  of  client  business  has been partially offset by the addition of six new
clients  during the period and the Company is continuing to work with new and/or
potential  future  clients  to  improve  its  revenue  sources.

     With  respect  to  the source of the Company's revenue, the Company had two
clients,  each which provided more than 10% of the Company's revenue for the six
months  ended  September  30,  2003.  Those  clients  were,  Intracorp  which
contributed  28.5% of total revenue and Fair Isaac & Co. (formerly HNC Insurance
Solutions,  Inc.)  which  contributed  25.8%  of  total  revenue.

     The  effective date of the agreement with Intracorp was August 1, 2001, for
a  period  of one year with automatic one-year renewals unless terminated as set
forth  in the agreement. Intracorp may terminate the agreement for any reason by
giving  the  Company 90 days prior written notice of its intent to terminate. In
the  event  of  a  material breach of the agreement, the non-breaching party may
terminate  the  agreement by giving the other party 30 days prior written notice
of  intent  to  terminate.  The Company 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.


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

     Cost  of sales. The Company's cost of sales consist of fees paid for access
to  third  party  provider  networks,  or  network partners, fees paid for sales
commissions  to  non-employee sales personnel and commission overwrites. Cost of
sales  increased  by  $39,276,  or 8%, from $472,524 during the six months ended
September  30, 2002, to $511,800 during the six months ended September 30, 2003.
Substantially  all  of  this  increase was due to increased fees to access third
party  provider  networks. 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 six months ended September 30, 2003, cost of sales
were  comprised of network access fees of $411,443, sales commissions of $69,240
and  commission  overwrites  of  $31,117.

     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 30,298 shares of its
restricted common stock to Johnny Fontenot during the six months ended September
30,  2003,  which was valued at $10,004.  Additionally, for the six months ended
September  30,  2003,  Mr.  Fontenot  earned  sales commissions of $12,673.  The
Company  issued  30,298  shares  of  its  restricted common stock to Mike Catala
during  the six months ended September 30, 2003, for this bonus which was valued
at  $10,004.  Additionally,  for  the  six  months ended September 30, 2003, Mr.
Catala  earned sales commissions of $12,673.  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 six months ended
September  30,  2003,  Bannon  earned  $31,117.

     Gross  profit.  The  Company's  gross profit decreased by $269,970, or 20%,
from  $1,353,574  during  the six months ended September 30, 2002, to $1,083,604
during  the six months ended September 30, 2003. Gross profit as a percentage of
sales  decreased from 74% during the six months ended September 30, 2002, to 68%
during the six months ended September 30, 2003. The decrease in gross profit was
attributable  to the decrease in revenue and the 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.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses increased by $95,012, or 9%, from $1,103,711 during the
six  months  ended September 30, 2002, to $1,198,723 during the six months ended
September  30, 2003. Payroll and related expenses increased from $782,345 during
the  six  months  ended  September 30, 2002, to $885,868, or 13%, during the six
months  ended  September  30,  2003.  The  primary  cause of the increase was an
increase  in  the cost of medical insurance premiums for the Company's employees
of  $43,553,  the  addition  of two personnel in Florida for client services and
network  development,  one  individual in Houston for client services and salary
increases  to  the  Company's  senior management. Office administration expenses
decreased  from  $166,426  during  the  six  months ended September 30, 2002, to
$163,050,  or  2%,  during  the three months ended September 30, 2003. Increased
costs  of  office  supplies,  office rent and telephone services where offset by
reduced  costs  of  printing  and  copying  and  postage.

     Professional  services, which are comprised of accounting and audit, legal,
investor  relations  and  consulting and other professional fees, decreased from
$131,168  during  the  six months ended September 30, 2002, to $108,089, or 18%,
during  the  six  months ended September 30, 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


<PAGE>
undergo  every  three years. During the six months ended September 30, 2002, the
Company  incurred  additional  legal  and  accounting  expenses  associated with
responding  to  the SEC. These expenses were minimal during the six months ended
September  30,  2003.

     Other  selling,  general and administrative expenses increased from $23,772
during  the  six months ended September 30, 2002, to $41,716, or 75%, during the
six  months  ended September 30, 2003.  The primary component of the increase in
other  selling,  general  and administrative expenses when compared to the prior
year  was  increased  expenses associated with increased travel by the Company's
sales  and  marketing  personnel.

     The  Company currently has fully staffed all of its departments with highly
qualified personnel to market its provider network to potential clients, develop
its  provider  network,  design  and develop its management information systems,
perform  its  client services and provide for the administration of the Company.
As a result of this staffing, the Company has increased its sales and processing
capabilities  and  believes  the  Company  is  well positioned to 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.


     Depreciation  and amortization.  Depreciation and amortization increased by
$12,393,  or  69%  from  $18,072 for the six months ended September 30, 2002, to
$30,465  for  the  six  months ended September 30, 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.

     Interest  expense.  Interest  expense  increased  by  $4,915,  or  9%, from
$55,370  for  the  six  months  ended September 30, 2002, to $60,285 for the six
months  ended  September  30,  2003.  At  September  30,  2003,  the Company had
$200,000  principal  amount  due to a shareholder on two notes due April 1, 2006
with  interest payable monthly at 15%.  Interest expense on these notes incurred
during  the  current  six-month  period was $15,000.  At September 30, 2003, the
Company  had  $600,000  principal  amount  due on its three-year 10% convertible
subordinated  unsecured  notes,  $300,000  principal amount due June and October
2004 and $300,000 principal amount due April 1, 2005.  The Company is not paying
the interest on these notes but is accruing and adding interest to the principal
balances  on a quarterly basis.  Interest expense on these notes incurred during
the  current  six-month  period was $36,185.  The Company has $227,493 principal
amount  on  a  note  due  to a director at September 30, 2003, which note is due
April  1,  2005 and interest is payable monthly at 8%.  Interest expense on this
note  incurred  during  the current quarter was $9,100.  The Company anticipates
interest  expense  will  increase  in  the  future  as  a result of these notes.

     Net  income  (loss).  The  Company  had a net loss for the six months ended
September  30,  2003,  of  $205,869,  or  $0.01  per  share (basic and diluted),
compared  with  net  income of $176,421, or $0.01 per share (basic and diluted),
for  the  six  months  ended  September  30,  2002.  As discussed above, the two
primary components which resulted in the loss for the six months ended September
30,  2003,  was  a decrease in utilization of the Company's provider network, an
increase  in access fees incurred to access third party networks and an increase
in  selling,  general  and  administrative  expenses.

LIQUIDITY AND CAPITAL RESOURCES

     The  following summary table presents comparative cash flows of the Company
for  the  six-month  periods  ended  September  30,  2003  and  2002:

<TABLE>
<CAPTION>
                                                             September 30,
                                                     --------------------------
                                                          2003          2002
                                                     --------------------------
<S>                                                  <C>             <C>
Net cash provided by (used in) operating activities     $ 2,710       $(36,706)
Net cash used in investing activities                   $(3,683)      $ (7,838)
Net cash provided by financing activities               $    --       $ 15,000
</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  provided by operating activities for the six


<PAGE>
months  ended  September  30,  2003,  was  $2,710 compared with net cash used in
operating  activities  of  $36,706  for the six months ended September 30, 2002.
This  was  an  increase  in net cash provided by operating activities of $39,416
when  compared  to  the  prior  year.  The  components  of  net cash provided by
operating  activities  for  the  2003  period  were non-cash charges of $50,471,
decreases  in  accounts  receivable and prepaid expenses of $211,108 and $8,124,
respectively, which was mostly offset by a net loss of $205,869 and decreases in
accounts  payable  and  other  current  liabilities  of  $60,222  and  $1,669,
respectively.

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

     On November 28, 2001, the Company borrowed $50,000 and on January 10, 2002,
the  Company borrowed an additional $50,000 from a director of the Company. This
note  earns  interest  at 8% per annum, which is paid monthly, and the principal
amount  of  the  note  is  due  April  1,  2004.  On  June 30, 2002, the Company
renegotiated  the terms of the note and added $93,000 of accrued consulting fees
due to the director and $34,493 of accrued overwrite fees due to the director to
the principal amount of the note. On December 31, 2002, the Company renegotiated
the  terms  of  the  note  and  extended  the  due  date  to  April  1,  2005.

     In  1998,  the Company borrowed $200,000 from a shareholder on two separate
notes  which  were  convertible  into Company common stock with interest payable
monthly at 15% per annum. The notes are personally guaranteed by two officers of
the  Company. On March 31, 2002, the Company renegotiated the terms of the notes
which  were  originally  convertible  into  Company  common  stock at an average
conversion  price  of  $1.50  per share and due April 1, 2003. The notes are now
convertible  into  Company  common stock at any time prior to April 1, 2004 at a
conversion  price  of $.36 per share and were due April 1, 2004. On December 31,
2002,  the  due date and the conversion date of the notes were extended to April
1,  2006.

     Liquidity.  The  Company  has  funded  its  operations  through the sale of
Company  common  stock,  borrowing  funds from outside sources and conversion of
employee,  director  and  shareholder  debt  into  restricted  common stock.  At
September  30,  2003, the Company had available cash in non-restrictive accounts
of $64,520 and positive working capital of $48,653.  The Company has experienced
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 believes the revenue to be provided by new clients it has
contracts  with  and  potential clients it is currently in discussions with will
help  offset  the  decrease  in  revenue  it  has  experienced.

     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.  Management believes sufficient
cash  flow  from  operations  will be available during the next twelve months to
satisfy  its  short-term  obligations.  As such, the Company does not anticipate
the  need  for additional external financing to fund operations for fiscal 2004.
The  Company's  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.


<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS

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

     In October 2001, the FASB approved SFAS 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets" ("SFAS 144").  SFAS 144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed Of."  The new accounting model for long-lived assets to be disposed
of  by sale applies to all long-lived assets, including discontinued operations,
and  replaces  the  provisions  of  APB  Opinion  No.  30, "Reporting Results of
Operations  - Reporting the Effects of Disposal of a Segment of a Business'" for
the disposal of segments of a business.  SFAS 144 requires that those long-lived
assets  be  measured  at the lower of carrying amount or fair value less cost to
sell,  whether  reported in continuing operations or in discontinued operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value  or include amounts for operating losses that have not yet occurred.  SFAS
144  also  broadens  the  reporting  of  discontinued  operations to include all
components  of an entity with operations that can be distinguished from the rest
of  the  entity  and  that will be eliminated from the ongoing operations of the
entity  in a disposal transaction.  The provisions of SFAS 144 are effective for
financial  statements issued for fiscal years beginning after December 15, 2001,
and, generally, are to be applied prospectively.  The adoption of this statement
did  not  have a material effect on the Company's financial position, results of
operations  or  cash  flows.

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

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

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

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


<PAGE>
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  September  30,  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.



<PAGE>
                          PART II     OTHER INFORMATION

Item 1.  Legal Proceedings.

     In January 2003, the Company was named as a defendant in the District Court
of  El  Paso  County,  Colorado  by William W. Wollenberg.  Mr. Wollenberg was a
former  employee of the Company, and alleged that the Company breached the terms
of  an  employment  agreement  with  Mr.  Wollenberg  in  connection  with  the
agreement's  expiration.  Mr.  Wollenberg  was  seeking  monetary damages in the
amount of $1,080,000.  Shortly after the suit was filed, the Company removed the
case  to  federal  court  in Denver, Colorado.  Because the Company believed the
claims  were  without  merit, it filed a motion for summary judgement seeking to
dismiss  the  lawsuit  based on the express wording of the agreement.  On August
18,  2003, the United States District Court for the District of Colorado granted
the  Company's  request  for  motion  for  summary  judgement.

Item 2.  Changes in Securities and Use of Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the  Company during the fiscal quarter ended September 30, 2003,
that  were  not  registered  under  the  Securities  Act.

     On  July  7,  2003,  under  the terms of a written contract executed by the
Company,  the  Company  issued  500,000  shares  of  common  stock to Protegrity
Services,  Inc.  in  consideration  for  the  purchase  of  all  of Protegrity's
healthcare  provider  agreements.  The Company valued the provider agreements at
$175,000  and  recorded  as  an intangible asset to be amortized over a ten-year
period.  These shares were issued pursuant to the exemption provided by Rule 506
of  Regulation  D  of  the  Securities  Act.

     On  September  30,  2003, under the terms of a written contract executed by
the  Company, the Company issued 10,924 shares of common stock to Mike Catala in
consideration  of  marketing services valued at $3,223 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  September  30,  2003, under the terms of a written contract executed by
the Company, the Company issued 10,924 shares of common stock to Johnny Fontenot
in  consideration  of  marketing  services  valued  at  $3,223  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


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

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

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

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


<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.

(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 August 22, 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  quarter  ended  June  30,  2003.


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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)



                                       24
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