THE PHOENIX GROUP CORPORATION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-KSB


(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003


or


( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Commission file number 0-20354


THE PHOENIX GROUP CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 23-2596710
______________________________________ ______________________________________
(State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.)
801 East Campbell Road, Suite 450
Richardson, TX 75081
______________________________________ ______________________________________
(Address of principal executive offices) (Zip Code

214-382-3630
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:


NONE


Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share

(Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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 May 20, 2004, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was $2,433,452 based upon the closing price of $.01 on May 20, 2004. As of May 20, 2004, there were 363,726,276 shares of common stock deemed issued and outstanding and 533,333 shares of Series A Senior Convertible Preferred Stock issued and outstanding.