UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  June  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                       (IRS Employer
  of 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  August 14, 2003, there were outstanding 14,165,050 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                             INDEX TO FORM 10-QSB/A
                                  JUNE 30, 2002

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

        Item 1.  Financial Statements

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

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

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

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

                 Notes to Unaudited Condensed Consolidated                     7
                  Financial Statements

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

        Item 3.  Controls and Procedures                                      20

PART II OTHER INFORMATION

        Item 1.  Legal Proceedings                                            21

        Item 2.  Changes in Securities and Use of Proceeds                    21

        Item 3.  Defaults Upon Senior Securities                              21

        Item 4.  Submission of Matters to a Vote of Security Holders          21

        Item 5.  Other Information                                            21

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


                                        2
<PAGE>
                         PART I.  FINANCIAL INFORMATION

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

                                                                       June 30,     March 31,
                                                                         2003          2003
                                      ASSETS                         (Unaudited)
                                                                     --------------------------
<S>                                                                  <C>           <C>
Current assets:
    Cash                                                             $   101,088   $    65,493
    Accounts receivable, net of allowance of $20,000 at June 30
      and March 31, 2003                                                 797,686       893,860
    Prepaid expenses                                                      18,738        20,177
                                                                     --------------------------
        Total current assets                                             917,512       979,530
                                                                     --------------------------
Property and equipment:
    Office furniture and equipment                                        42,300        41,812
    Computer equipment and software                                      114,438       114,568
    Telephone equipment                                                   15,734        15,734
                                                                     --------------------------
                                                                         172,472       172,114
    Less accumulated depreciation                                       (119,201)     (113,759)
                                                                     --------------------------
        Net property and equipment                                        53,271        58,355
                                                                     --------------------------
Other assets:
    Deposits                                                               9,038         9,038
    Intangible assets, net                                                82,101        85,534
                                                                     --------------------------
                                                                          91,139        94,572
                                                                     --------------------------
Total assets                                                         $ 1,061,922   $ 1,132,457
                                                                     ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Current maturities of long-term debt                             $   200,000   $        --
    Accounts payable, trade                                              227,066       271,185
    Due to directors, officers and employees                              26,994        26,994
    Other current liabilities                                            412,368       422,681
                                                                     --------------------------
        Total current liabilities                                        866,428       720,860
                                                                     --------------------------
Long-term debt                                                           827,493     1,027,493
                                                                     --------------------------
Commitments and contingencies (Note 3)
Shareholders' equity (deficit):
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                             --            --
    Common stock, $.001 par value, 50,000,000 shares authorized,
      13,665,050 and 13,626,302 shares issued and outstanding at
      June 30 and March 31, 2003, respectively                            13,665        13,626
    Additional paid-in capital                                         6,314,439     6,300,916
    Accumulated deficit                                               (6,960,103)   (6,930,438)
                                                                     --------------------------
         Total shareholders' deficit                                    (631,999)     (615,896)
                                                                     --------------------------
Total liabilities and shareholders' equity (deficit)                 $ 1,061,922   $ 1,132,457
                                                                     ==========================
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


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

                                                        For the Three Months Ended
                                                                 June 30,
                                                        -------------------------
                                                            2003         2002
                                                        -------------------------
<S>                                                     <C>           <C>
Revenue                                                 $   895,617   $   890,916
Cost of sales                                               285,262       215,836
                                                        -------------------------
        Gross profit                                        610,355       675,080
                                                        -------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                            441,637       392,138
    Office administration                                    79,209        81,129
    Professional services                                    60,843        67,650
    Other                                                    19,638        12,672
                                                         -------------------------
Total selling, general and administrative expenses          601,327       553,589
  Depreciation and amortization                               8,875         8,929
                                                        -------------------------
        Total operating expenses                            610,202       562,518
                                                        -------------------------

Income from operations                                          153       112,562
Interest, net                                                29,818        26,382
                                                        -------------------------
Net income (loss)                                       $   (29,665)  $    86,180
                                                        =========================

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


Weighted average number of common shares outstanding:
  Basic                                                  13,627,595    13,388,077
                                                        =========================
  Diluted                                                13,627,595    17,803,486
                                                        =========================
</TABLE>

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        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 THREE MONTHS ENDED JUNE 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)      38,748              39        13,523           --      13,562
Net loss (unaudited)                           --              --            --      (29,665)    (29,665)
                                       ------------------------------------------------------------------
Balances June 30, 2003 (unaudited)     13,665,050  $       13,665  $  6,314,439  $(6,960,103)  $(631,999)
                                       ==================================================================
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                     AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
                                        (UNAUDITED)

                                                                       2003        2002
                                                                     ---------------------
<S>                                                                  <C>        <C>
Cash flows provided by (used in) operating activities:
    Net income (loss)                                                $(29,665)  $  86,180
    Adjustments to reconcile net income (loss) to cash provided by
     (used in) operating activities:
        Depreciation                                                    5,442       5,496
        Amortization                                                    3,433       3,433
        Issuance of stock for services                                 13,562       7,107
        Changes in assets and liabilities:
            Accounts receivable - trade                                96,174    (134,246)
            Prepaid expenses                                            1,439      (7,932)
            Accounts payable                                          (44,119)     48,688
            Due to directors, officers and employees                       --       2,521
            Other current liabilities                                 (10,313)     69,059
                                                                     ---------------------
Cash provided by operating activities                                  35,953      80,306
                                                                     ---------------------

Investing activities:
    Purchase of fixed assets                                             (358)         --
                                                                     ---------------------

Financing activities:
    Proceeds from notes payable                                            --       7,500
                                                                     ---------------------
Net increase in cash                                                   35,595      87,806
Cash and cash equivalents, beginning of period                         65,493      42,637
                                                                     ---------------------
Cash and cash equivalents, end of period                             $101,088   $ 130,443
                                                                     =====================

Supplemental cash flow information:
    Interest paid                                                    $  7,500   $   7,500
                                                                     =====================

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

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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  June  30,  2003, the results of operations for the three-month
periods  ended  June  30,  2003 and 2002, and the cash flows for the three-month
periods  ended  June  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 June 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. Rockport Preferred, Inc. is a dormant subsidiary, which has
no  ongoing  operations.  All  material inter-company balances and inter-company
transactions have been eliminated for the purpose of presenting the accompanying
unaudited  consolidated  financial  statements.


                                        8
<PAGE>
Note  2.   Notes  Payable

     Notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                June 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
                                                               ----------  ----------
Total                                                          $1,027,493  $1,027,493
                                                               ==========  ==========
Less current portion                                             (200,000)
                                                               ----------
                                                               $  827,493
</TABLE>

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

Note  3.  Commitments  and  Contingencies

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


                                        9
<PAGE>
<TABLE>
<CAPTION>

     Twelve Months Ending June 30,
     -----------------------------
<S>                                           <C>
                2004                          $175,680
                2005                            55,729
                                              --------
                       Total                  $231,409
                                              ========
</TABLE>

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

          Mr.  Baldwin,  a  director of the Company, has an engagement agreement
with the Company effective April 1, 2001, whereby he earns a fee for performance
of  legal services of $250 per hour, with a minimum guaranteed payment of $5,000
per  month.  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 three-month periods ended June 30,
2003  and  2002, Mr. Baldwin earned $19,500 and $15,000, respectively, from this
agreement.

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

Note  4.  Stock  Options  and  Warrants

Stock  Options

          On  August  5, 2002, the Board of Directors of the Company adopted the
2002  Stock  Option  Plan  (the  "2002 Plan"). The 2002 Plan was approved by the
shareholders  of  the Company on October 9, 2002. The 2002 Plan provides for the
granting  of  awards  of up to 1,000,000 shares of the Company's common stock to
key  employees,  directors  and  other  persons  who  have  contributed  or  are
contributing  to  the  Company's  success.  Awards  under  the 2002 Plan will be
granted  as determined by the Company's Board of Directors. The options that may
be  granted  pursuant  to  the  2002  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options. As of June 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. None of these stock options were exercisable
as  of June 30, 2003. No non-qualified stock options have been granted under the
2002  Plan.

          On December 7, 2000, the Board of Directors of the Company adopted the
2000  Long-Term Incentive Plan (the "2000 Plan"). On September 5, 2001, the 2000
Plan was approved by the shareholders of the Company. The 2000 Plan provides for
the  granting  of awards of up to 1,000,000 shares of the Company's common stock
to  key  employees,  directors  and  other  persons  who have contributed or are
contributing  to  the  Company's  success.  Awards  under  the 2000 Plan will be
granted  as determined by the Company's Board of Directors. The options that may
be  granted  pursuant  to  the  2000  Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  As  of  June  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, 387,533 stock options were
exercisable as of June 30, 2003. As of June 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 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


                                       10
<PAGE>
consistent  with  the  method prescribed by SFAS No. 123, the Company's June 30,
2003  net  loss  and June 30, 2002 net income would have been changed to the pro
forma  amounts  indicated  below.

<TABLE>
<CAPTION>
                                                          June 30,    June 30,
                                                            2003        2002
                                                         ----------------------
<S>                                                      <C>         <C>
     Net income (loss):
       As reported                                       $ (29,665)  $  86,180
       Stock based compensation under fair value method    (19,320)    (14,023)
                                                         ----------------------
       Pro forma                                         $ (48,985)  $  72,157
                                                         ======================

     Net income (loss) per share - basic and diluted:
       As reported                                       $    0.00   $    0.01
       Stock based compensation under fair value method  $    0.00   $   (0.01)
       Pro forma                                         $    0.00   $    0.00
</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 four years.

          Stock  Warrants

          On  November  26,  2001,  in  conjunction  with  a consulting services
agreement  with an individual, the Company issued warrants to purchase 1,000,000
shares  of restricted common stock of the Company at any time until November 25,
2011,  at a price of $.345 per share, the fair market value on the date of grant
determined  by  the  mean  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 June 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  estimated  life  of  three  years.

Note  5.  Related  Party  Transactions

          See  Note  3 "Commitments and Contingencies" for a discussion of legal
services  being  provided  by  Mr.  Baldwin  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  year  ended March 31, 2003 and three month period ended June 30,
2003,  Bannon  earned  $74,920  and  $17,912,  respectively.

Note  6.     Income  Taxes

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

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


                                       11
<PAGE>
          The increase in the valuation allowance during fiscal 2003 of $119,700
is  the  result  of  additional  net  tax  losses  incurred  during  the  year.

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

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

Note  7.  Significant  Concentration

          Two  clients  accounted for approximately 25.9% and 29.6% of sales for
the three months ended June 30, 2003. No other clients represented more than 10%
of  sales  of  the Company for the three months ended June 30, 2003. At June 30,
2003,  three  clients  accounted for approximately 11.6%, 12.2% and 41.3% of the
Company's  accounts  receivable balances. No other clients represented more than
10%  of  the  accounts  receivable  balances  at  June  30,  2003.

Note  8.  Legal  Proceedings

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

Note  9.  Subsequent  Events

          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  purchase  of the
Protegrity  network  brought the number of healthcare providers in the Company's
network to in excess of 300,000 providers nationwide. The Company issued 500,000
shares  of  its  restricted  common  stock  to  Protegrity  as consideration and
recorded $175,000 as an intangible asset to be amortized over a ten-year period.
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.


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

FORWARD-LOOKING STATEMENTS


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

          -    the  Company's  ability  to forge satisfactory relationships with
               healthcare  providers and employers and enroll sufficient numbers
               of  employees  of  contracting employers to utilize the Company's
               services;
          -    continued  efforts  to  control  healthcare  costs;
          -    potential regulation intervention, if the Company fails to comply
               with  regulatory  requirements;
          -    proposed  future  efforts to control administrative costs, future
               provider  utilization  rates;
          -    future  government  regulations;
          -    the  ability  of the Company to price its products competitively;
          -    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 June 30, 2003, the Company's results of operations for the three
month periods ended June 30, 2003 and 2002, and the Company's cash flows for the
three  month periods ended June 30, 2003 and 2002, should be read in conjunction
with the Company's unaudited consolidated financial statements and notes thereto
included  elsewhere  in  this  report  and  the  audited  consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-KSB  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.


                                       13
<PAGE>
          The  Company's  mission to its clients and healthcare providers is to:
(1)  maintain,  update  and  distribute  accurate  information on each and every
healthcare  provider  that  is directly contracted by the Company or is accessed
through the Company's network partner relationship; (2) demonstrate, educate and
offer  each  client  and  their  customer  referral  products  and services that
encourage,  enable  and  guide their injured workers to the Company's healthcare
providers;  and  (3)  provide  clear,  concise  and  accurate preferred provider
organization  ("PPO")  repricing  information  and  assistance  in  facilitating
payment to the contracted rates and provide resolution to reimbursement problems
in  a  timely  manner.

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

          The  Company  has  healthcare providers and/or network partners in all
fifty  states  and  the  District of Columbia. The Company currently has 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

Quarter Ended June 30, 2003 to Quarter Ended June 30, 2002

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

<TABLE>
<CAPTION>
                                                                   June 30,
                                                             -------------------
                                                               2003       2002
                                                             -------------------
<S>                                                          <C>        <C>
     Revenue                                                 $895,617   $890,916
         Cost of sales                                        285,262    215,836
                                                             -------------------
     Gross profit                                             610,355    675,080
         Selling, general and administrative expenses         601,327    553,589
         Depreciation and amortization                          8,875      8,929
                                                             -------------------
     Income (loss) from operations                                153    112,562
     Interest, net                                             29,818     26,382
                                                             -------------------
     Net income (loss)                                       $(29,665)  $ 86,180
                                                             ===================
     Net income (loss) per share - basic and diluted         $   0.00   $   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


                                       14
<PAGE>
injured  employee  utilizes  a  healthcare  provider  within  the  Company's PPO
network,  the  employer  realizes  medical  cost savings which it would not have
realized  had  the  employee  utilized  a  healthcare  provider  not  within the
Company's  PPO  network.  The  Company's  clients  and  their  customers,  where
permitted  by law, direct their injured employees to healthcare providers within
the  Company's healthcare provider network, which in turn creates a medical cost
savings  as  a  result  of  the  discounts  the  Company has negotiated with its
healthcare  providers.  The  agreements the Company has with its clients provide
the  Company  with  a  fee  based  upon a percentage of the medical cost savings
realized  by  its clients. The fee percent the Company receives from its clients
is  negotiated  by  the  Company  and  usually  is  determined  by the amount of
potential  business  the  Company will receive from the client. Typically, these
agreements  are  short-term  in  nature  which is standard within the healthcare
industry.

          Two  key  components  of  the  Company's  revenue  are  the  number of
in-network  medical  bills from contracted healthcare providers processed during
the  period  and  the  number  of  healthcare providers within the Company's PPO
network.  Medical  bills are bills for services rendered for an injured employee
by  the  Company's  contracted healthcare providers. Medical bills are processed
two  different ways for the Company's clients. The Company processes the medical
bills  and  reprices  them in accordance with the contract terms the Company has
with  its  healthcare  providers  utilizing  its proprietary software system and
provides  data  management  for  its  clients.  The second way medical bills are
processed  is  when the Company's clients perform repricing of the medical bills
using  the  Company's  contract  terms  with its healthcare providers within the
clients'  software  systems. The number of in-network medical bills processed by
the Company decreased by 6% from 63,494 bills during the three months ended June
30,  2002,  to  59,738  bills  during the three months ended June 30, 2003. This
decrease was primarily due to a decrease in medical bill activity by a number of
the  Company's  clients.  During  the same time period, the number of in-network
medical  bills  processed by the Company's clients within their software systems
increased  by  18%  to  139,179 bills from 117,958 bills during the 2002 period.
This  increase  was a result of increased medical bill activity by a majority of
the  Company's  clients  who  process bills within their software systems. Total
in-network  medical  bills  processed,  both  by  the  Company and the Company's
clients,  increased  by  10% from 181,452 during the three months ended June 30,
2002,  to  198,917  during  the  three months ended June 30, 2003. The number of
in-network  bills processed by both the Company and the Company's clients during
the  three  months  ended  June 30, 2003 when compared to the three months ended
December  31,  2002,  decreased  by  7%  from  214,584  to  198,917.

          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.  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.

          At  the  end  of the fiscal quarter ended June 30, 2003, the number of
clients  and  their  customers  utilizing  the  Company's  provider  network had
increased  to  243,  an  decrease  of  12  clients and customers over the fiscal
quarter  ended June 30, 2002. Of these amounts, as of June 30, 2003, the Company
had  access  agreements  with 29 clients who in turn had 214 customers utilizing
Rockport's provider network. This was an increase of 4 clients and a decrease of
16  customers  over  the  quarter  ended  June 30, 2002. The number of customers
accessing  the  Company's  network  during  any time period varies based on such
customer's  medical  needs,  as  such  the  number  of customers that access the
Company's network will vary from period to period. Consequently, the increase in
the  number  of  clients  and  their  customers, coupled with an increase in the
number  of  employers and insurance companies who are the ultimate beneficiaries
of  the  Company's  network,  resulted  in  an increase in revenue for the three
months  ended  June  30,  2003,  of  1%  to $895,617, an increase of $4,701 from
$890,916 for the three months ended June 30, 2002. The Company saved its clients
in  excess  of  $7.8  million  during  the  three  months  ended  June 30, 2003.

          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
three  months  ended  June  30,  2003.  Those  clients  were,  Intracorp


                                       15
<PAGE>
which  contributed  29.6%  of  total  revenue and Fair Isaac & Co. (formerly HNC
Insurance  Solutions,  Inc.)  which  contributed  25.9%  of  total  revenue.

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

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

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

          Cost  of  sales.  The Company's cost of sales 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 $69,426, or 32%, from $215,836 during the quarter
ended  June  30,  2002,  to  $285,262  during  the  quarter ended June 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, network access fees
will  increase.  The purchasse 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 earn 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  revenues  from  using  such network. Sales commissions and commission
overwrites  paid  by the Company are based on a percentage of revenue billed and
collected.  For the quarter ended June 30, 2003, cost of sales were comprised of
network  access  fees  of  $230,513, sales commissions of $36,837 and commission
overwrites  of  $17,912.

          A  marketing  and  sales agreement with two individuals provides for a
quarterly  sales  commission  bonus to be paid in restricted common stock of the
Company.  The Company issued 38,748 shares of its restricted common stock during
the  quarter  ended  June  30, 2003, for this bonus which was valued at $13,562.
Additionally,  for the quarter ended June 30, 2003, these two individuals earned
sales  commissions  in  the  aggregate  of  $11,808.  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 quarter ended June 30,
2003,  Bannon  earned  $17,912.

          Gross profit. The Company's gross profit decreased by $64,725, or 10%,
from  $675,080  during  the  quarter ended June 30, 2002, to $610,355 during the
quarter  ended  June  30, 2003.  Gross profit as a percentage of sales decreased
from 76% during the quarter ended June 30, 2002, to 68% during the quarter ended
June 30, 2003.  The decrease in gross profit was attributable to 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, having network partners is the most economical method
of  building  a  nationwide  network.


                                       16
<PAGE>
          Selling,  general  and  administrative  expenses. Selling, general and
administrative  expenses  increased  by $47,738, or 9%, from $553,589 during the
three months ended June 30, 2002, to $601,327 during the three months ended June
30, 2003.  Payroll and related expenses increased from $392,138 during the three
months  ended  June 30, 2002, to $441,637 during the three months ended June 30,
2003.  The  primary cause of the increase was an increase in the cost of medical
insurance  premiums  for  the Company's employees of $24,854 and the addition of
personnel  in  Florida  and the Company's MIS Department.  Office administration
expenses  decreased from $81,129 during the three months ended June 30, 2002, to
$79,209,  or  2%,  during  the  three  months  ended  June  30,  2003.

          Professional  services,  which  are comprised of accounting and audit,
legal,  investor relations and consulting and other professional fees, decreased
from  $67,650  during  the three months ended June 30, 2002, to $60,843, or 10%,
during the three months ended June 30, 2003. When compared to the previous years
quarter, current quarter accounting and audit fees decreased by $3,550, fees for
investor  relations  increased by $4,164, consulting and other professional fees
decreased  by  $3,000  and  legal  fees  decreased  by  $4,421.

          Other  selling,  general  and  administrative  expenses increased from
$12,672  during the three months ended June 30, 2002, to $19,638, or 55%, during
the  three  months ended June 30, 2003. The primary component of the increase in
other  selling,  general  and administrative expenses when compared to the prior
year  quarter  was  increased  expenses  associated with increased travel by the
Company's  sales  and  marketing  personnel.

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

          Interest  expense.  Interest expense increased by $3,436, or 13%, from
$26,382  for  the  three  months  ended  June 30, 2002, to $29,818 for the three
months ended June 30, 2003. At June 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
quarter  was $7,500. At June 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 quarter was $17,771.
The  Company  has  $227,493 principal amount on a note due to a director at June
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 $4,547.
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 three months
ended  June  30,  2003,  of  $29,665,  or  $0.00  per share (basic and diluted),
compared with net income of $86,180, or $0.01 per share (basic and diluted), for
the  three  months  ended  June  30,  2002.  As discussed above, the two primary
components  which resulted in the loss for the three months ended June 30, 2003,
was  an  increase  in access fees incurred to access third party networks and an
increase  in  selling,  general  and  administrative  expenses.


                                       17
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

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

                                                              June 30,
                                                         -----------------
                                                           2003     2002
                                                         -----------------
         Net cash provided by operating activities       $35,953   $80,306
         Net cash used in investing activities           $  (358)  $    --
         Net cash provided by financing activities       $    --   $ 7,500


         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 three months ended
June 30, 2003, was $35,953 compared with $80,306 for the three months ended June
30,  2002.  This  was a decrease in net cash provided by operating activities of
$44,353  when  compared  to  the  prior year quarter. The components of net cash
provided by operating activities for the 2003 period were a net loss of $29,665,
non-cash  charges  of  $22,437,  increases  in  accounts  receivable and prepaid
expenses  of $96,174 and $1,439, respectively, and decreases in accounts payable
and  other  current  liabilities  of  $44,119  and  $10,313,  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 June
30, 2003, the Company had available cash in non-restrictive accounts of $101,088
and  positive  working capital of $51,084. The Company has experienced growth in
revenue  from  the  utilization  of  its  provider  network  by


                                       18
<PAGE>
its  clients  and  their  customers. The Company believes this growth of revenue
will  continue  into  the  future  based upon the increased business its current
clients  have  been  experiencing  and  new  potential  clients  the Company has
identified.

         For  fiscal  2004  the Company is projecting its monthly cash operating
expenses  to be approximately $200,000. The Company does not require any funding
for  capital  expenditures during the current fiscal year. The Company does have
$200,000 principal amount and accrued interest of its three-year 10% convertible
subordinated  unsecured notes due in June 2004. Even though the Company reported
a  loss  for  the  three  months  ended June 30, 2003, the Company is generating
positive  cash  flow  from  operations. Management believes sufficient cash flow
from  operations  will be available during the next twelve months to satisfy its
short-term  obligations.  As  such, the Company does not anticipate the need for
additional  external financing to fund operations for fiscal 2004. The Company's
continued  growth is conditioned on the Company signing more employers, insurers
and  others  for  access  to  its  provider  network  and  obtaining  a  greater
participation  by  consumers  who  are  covered by such payors. The Company will
dedicate  a  significant  portion  of  its  cash  flow  from  operations  to the
continuing  development  and  marketing  of  its  provider  network.

NEW  ACCOUNTING  PRONOUNCEMENTS

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


                                       19
<PAGE>
         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  Exchange  Act, we carried out an evaluation,
under  the  supervision  and with the participation of management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure  controls  and procedures as of the end of the period covered by this
report.  Based  on  that  evaluation,  our  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  our disclosure controls and procedures were
effective  as of June 30, 2003, to provide reasonable assurance that information
required  to  be  disclosed in our 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. There has
been  no  change in our internal controls over financial reporting that occurred
during the three months ended June 30, 2003, that has materially affected, or is
reasonably  likely  to  materially  affect, our internal controls over financial
reporting.


                                       20
<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 has alleged that the Company breached the
terms  of  an  employment  agreement  with Mr. Wollenberg in connection with the
agreement's expiration. Mr. Wollenberg is seeking monetary damages in the amount
of $1,080,000. Shortly after the suit was filed, the Company removed the case to
federal  court  in Denver, Colorado. Because the Company believes the claims are
without  merit,  it  has filed a motion for summary judgement seeking to dismiss
the  lawsuit based on the express wording of the agreement. The court has yet to
rule  on  the  motion  for  summary  judgement.  The Company intends to continue
vigorously  defending  the  suit.

Item 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 June 30, 2003, that
were  not  registered  under  the  Securities  Act.

         On June 30, 2003, under the terms of a written contract executed by the
Company,  the  Company  issued  19,374  shares of common stock to Mike Catala in
consideration  of  marketing services valued at $6,781 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

         On June 30, 2003, under the terms of a written contract executed by the
Company,  the Company issued 19,374 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $6,781 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


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

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

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


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

(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 July 3, 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  year  ended  March  31,  2003.
               ii)  Registrant  filed  a  report  on  Form 8-K on July 14, 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 announced the acquisition of a certified
                    network  in  Florida  and  Kentucky.


                                       23
<PAGE>
SIGNATURES

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

ROCKPORT  HEALTHCARE  GROUP,  INC.
(Registrant)

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


                                       24
<PAGE>