UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                        FORM 10-KSB/A (THIRD AMENDMENT)


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

                    For the fiscal year ended March 31, 2002
                                              --------------

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 0-23514
                                                -------

                         ROCKPORT HEALTHCARE GROUP, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                        33-0601497
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


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

   Registrant's telephone number, including area code:        (713) 621-9424
                                                              --------------

     Securities registered pursuant to Section 12(b) of the Act:    None
                                                                    ----

    Securities registered pursuant to Section 12(g) of the Act:  Common Stock

     Check  whether the Issuer (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 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 [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation S-B is not contained in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB. [X]

     Issuer's revenues for the fiscal year ended March 31, 2002, were
$1,791,715.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the Issuer as of May 31, 2002, based upon the average bid
and  asked  price  as  of  such  date,  was  $1,306,503.

     The  Registrant's  common  stock  outstanding  as  of  May  31,  2002,  was
13,397,870  shares


                      DOCUMENTS INCORPORATED BY REFERENCE: None.


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


                                        1
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.



                                           INDEX

                                                                                   PAGE NO.
                                                                                   --------
<S>       <C>       <C>                                                            <C>

PART I    Item 1.   Description of Business                                               3
          Item 2.   Description of Property                                               9
          Item 3.   Legal Proceedings                                                     9
          Item 4.   Submission of Matters to a Vote of Security Holders                   9

PART II   Item 5.   Market for Common Equity and Related Stockholder Matters             10
          Item 6    Management's Discussion and Analysis and Results of                  11
                      Operations and Financial Condition
          Item 7.   Financial Statements                                                 18
          Item 8.   Changes in and Disagreements with Accountants on                     33
                      Accounting and Financial Disclosure

PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                  33
          Item 10.  Executive Compensation                                               35
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management                                                         37
          Item 12.  Certain Relationships and Related Party Transactions                 39

PART IV   Item 13.  Exhibits and Reports on Form 8-K                                     40

</TABLE>


                                        2
<PAGE>
     Some  of  the  statements  contained  in  this  report  discuss  future
expectations,  contain  projections  of  results  of  operations  or  financial
condition,  or  state other "forward-looking" information.  The words "believe,"
"intend,"  "plan,"  "expect,"  "anticipate,"  "estimate,"  "project" and similar
expressions  identify  such statement was made.  These statements are subject to
known  and  unknown risks, uncertainties, and other factors that could cause the
actual  results  to differ materially from those contemplated by the statements.
The forward-looking information is based on various factors and is derived using
numerous  assumptions.  Important  factors that may cause results to differ from
projections  include,  for  example:

-    the  Company's  ability to forge satisfactory relationships with healthcare
     providers  and  employers  and  enroll  sufficient  numbers of employees of
     contracting  employers  to  utilize  the  Company's  services;

-    continued  efforts  to  control  healthcare  costs;

-    potential  regulation  intervention,  if  the  Company fails to comply with
     regulatory  requirements;

-    proposed  future  efforts  to control administrative costs, future provider
     utilization  rates;

-    future  government  regulations;

-    the  ability  of  the  Company  to  price  its  products  competitively;

-    sources  for sufficient additional capital to meet the Company's growth and
     operations;  and

-    the  failure  to  properly  manage  and  successfully  integrate additional
     providers.

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


                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

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. Workers' compensation costs continue
to  escalate  for employers and insurance companies across the country. 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 claims in accordance
with  the  state allowed fee schedules or usual and customary allowables and the
discounted  rates  negotiated  by  the  Company  with  its healthcare providers.

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


                                        3
<PAGE>
     The  Company  has healthcare providers and/or network partners in all fifty
states  and  the  District of Columbia.  Currently, the Company has in excess of
262,000  healthcare  providers  nationwide  that  serve  its  clients  and their
customers  for their injured employees' care.  Should a client or their customer
have  particular needs in an under-served market, Rockport has a skilled team of
experienced  network  development  personnel  capable  of  custom  building  the
under-served  market  for  the  client.

ORGANIZATIONAL  HISTORY

     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.
("Rockport  Texas"),  a  Nevada corporation, in a business combination accounted
for  as  a  reverse  acquisition.  Pursuant  to  an  Agreement  and  Plan  of
Reorganization  dated December 12, 1997, between the Company and Rockport Texas,
each  outstanding  share  of common stock of Rockport Texas was converted to the
right to receive 961.6212 shares of common stock of the Company.  On January 18,
1998,  the  Company  changed  its  name  from Protokopus Corporation to Rockport
Healthcare  Group,  Inc.

     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.  RCN develops and maintains the occupational injuries and
illnesses  provider  network  and  provides  access  to  the provider network to
clients  of the Company.  Rockport Group of Texas, Inc. ("RGT") was incorporated
in  the  State  of  Nevada  on  July  23,  1997.  RGT is a business entity which
provides  support  services  to  RCN  and  the Company, which include management
information  services,  customer  services,  doctor  and  provider  referrals,
contracting  of  providers  for  the Company's network and administration of the
Company.  Rockport Preferred, Inc. is a dormant subsidiary, which has no ongoing
operations.

THE  COMPANY'S  PRODUCTS  AND  SERVICES

     The Company assists its clients in decreasing medical costs associated with
workers' compensation by providing these clients access to the Company's network
of  healthcare  professionals  and  facilities,  which  the  Company  markets as
Rockport United Network(sm).  The provider network is referred to as a preferred
provider  organization  ("PPO").

     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,  at rates below usual and customary
allowables  for  work-related  injuries  and  illnesses.  The  Company generates
revenue by receiving as a fee, a percentage of the medical cost savings realized
by  its  clients.  The  medical  cost  savings  realized  by  its clients is the
difference  between the maximum rate allowed for workers' compensation claims in
accordance  with  the  state  allowed  fee  schedules,  or  usual  and customary
allowables,  and  the  discounted  rates  negotiated  by  the  Company  with its
healthcare  providers.

     Rockport  United  Network(sm).  is designed to reduce the price paid by the
Company's  clients  for  medical  services by offering the Company's clients the
discounts  the  Company  has  negotiated  with  its  healthcare  providers.  The
healthcare  providers  are  willing  to  accept  a discount for medical services
because  the  Company  has  developed referral tools and resources to assist the
Company's  clients in directing an injured employee to the healthcare provider's
place  of practice and/or facility. The client realizes medical cost savings due
to  the  reduced  cost  of  healthcare  services  provided  by the Company's PPO
network.  The  discounts  obtained by the Company from its network of healthcare
providers range from as low as a 2% to as high as a 30% reduction from the state
fee  schedule  or  usual and customary allowables. Typically, the agreements the
Company  has  with its participating providers are short-term in nature which is
standard  within  the  healthcare industry. The initial term of the agreement is
for  a  period  of  one  year  with  automatic  one-year renewals, unless sooner
terminated  in accordance with the terms of the agreement. The agreements may be
terminated  by  either  party  upon  thirty days prior written notice if certain
conditions  exist  such as: the provider's inability to continue the practice of
medicine,  the  insolvency  of either party or certain unforeseen events. Absent
the  previous  conditions,  the  agreements  may  be  terminated by either party
without  cause  upon  120 days prior written notice. The discounts obtained from
the  providers,  due  to  the  short-term  nature  of  the  agreements,  are not
guaranteed  in  the  long-term.


                                        4
<PAGE>
     PPOs  are  typically  groups  of hospitals, physicians and other healthcare
providers  that offer services at pre-negotiated rates to clients and customers.
The  Company  provides  its  PPO  network,  Rockport  United  Network(sm),  for
occupational  injuries  and  illnesses  to  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.
Currently,  the  Company  provides  its PPO network exclusively for occupational
injuries  and  illnesses.

     The  Company's  clients and their customers obtain reduced healthcare costs
from  its  PPO  network  due  to  the  negotiated  rates the Company and network
partners  have  with  the  healthcare  providers.  For work-related injuries and
illnesses,  employers  obtain  reduced  costs because the rate reductions by the
providers  in  the  PPO  network  are  less than the state allowed fee schedules
and/or  below  the usual and customary allowables.  As compensation, the Company
receives  a percentage of the medical cost savings realized by the client due to
its  employee's  utilization  of  the  PPO  network.  The Company negotiates its
percentage  of  medical  cost savings fees with each of its clients individually
based  upon  the  amount of potential business the Company will realize from the
client.  These fees constitute the majority of the Company's revenue. Typically,
the  initial  term of the agreement between the Company and its clients is for a
period of one year and upon mutual agreement by both parties may be extended for
successive  one-year  periods.  Either party may terminate the agreement with or
without  cause  by giving the other party ninety days prior written notice.  Due
to  the  short-term  nature  of the agreements with its clients, should a client
terminate  its  agreement  with the Company, the resulting loss of revenue could
have  a  material  adverse  impact  on  the future earnings of the Company.  The
short-term  nature  of the agreements is typical within the healthcare industry.

     The  healthcare  providers  selected by the Company for its PPO network are
selected  on  the  basis of their clinical qualifications, type of specialty and
their  adherence to industry standards of care and service.  The Company ensures
that the healthcare providers are geographically appropriate, readily accessible
and  consumer  friendly.  The  Company  has  increased  the number of healthcare
providers  that  are  a  part  of its PPO network which currently consists of in
excess  of  262,000  physicians,  hospitals  and ancillary and allied healthcare
providers  in  all 50 states and the District of Columbia.  The Company has also
entered  into  agreements  with  various  national, state and regional networks,
which the Company considers its network partners, to be accessed in those states
or  geographic  areas  where  the  Company  requires additional coverage for its
clients.  The  Company  has  entered  into  an agreement with Beyond Benefits, a
national  PPO network, to be utilized in those states or areas where the Company
has not begun development of its own network.  Under the terms of the agreement,
the  Company  has  access  to  the preferred provider organization of contracted
healthcare  providers  of  Beyond Benefits who have agreed to provide healthcare
services  to  eligible employees and insureds of Beyond Benefits in exchange for
discounted  rates.  The  agreement  allows  the Company's clients' employees and
insureds  to  utilize  the discounted rates which Beyond Benefits has negotiated
with  its  contracted  healthcare  providers.  The Company or its clients are to
direct  or  encourage  the  injured employee to utilize the healthcare providers
within  Beyond  Benefits'  PPO  network.  As compensation to Beyond Benefits for
allowing  the  Company's  clients  to  access their PPO network, Beyond Benefits
earns  a  percentage of the savings realized when an injured employee is treated
by  a Beyond Benefits contracted healthcare provider.  The effective date of the
agreement  was  July  1,  2000, and automatically renews for successive one-year
periods  thereafter  unless either party gives the other party written notice of
non-renewal  at least sixty days prior to the end of the then current term.  The
agreement  may  be terminated by either party without cause on ninety days prior
written  notice to the other party.  Either party may terminate the agreement in
the  event of a material breach by the other party by providing sixty days prior
written  notice  of  termination.

     The Company negotiates various fee reimbursements with its network partners
which  are  normally  a  percentage of the revenue the Company receives from its
clients.  Typically,  the  agreements  the Company has with its network partners
are  short-term  in nature which is typical within the healthcare industry.  The
initial term of the agreements are for a one-year period with automatic one-year
renewals unless terminated by either party upon thirty days written notice prior
to  the  anniversary  date.  Either  party may terminate the agreement for cause
upon  providing the other party 120 days prior written notice.  Should a network
partner  terminate  or  not  renew  the agreement, the Company would utilize its
in-house  network  development  staff  to  contract directly with the healthcare
providers it requires to rebuild the network or search out a replacement network
partner to provide access to the healthcare providers it requires.   The Company
intends  to  further develop its healthcare network in markets where it requires
additional  healthcare  providers  through  the  use  of  its  in-house  network
development  staff  and by identifying additional network partners to complement
the  existing  PPO  network.


                                        5
<PAGE>
     The  Company  has developed a product as a healthcare provider locator tool
custom  designed  for  identifying  a  healthcare provider by name, specialty or
location. This product enables a client the ease of quickly locating a choice of
healthcare  providers  within  any  given zip code and distance from the injured
employee.  This  product is an aid to the Company's clients and is provided free
of charge. This product allows the client to offer informed choice and expedient
care  for  the  injured  employee  while  referring  the  injured  employee to a
healthcare  provider  within  the  Company's  PPO  network.  This product can be
accessed  from  the  Company's web site or can be placed on a CD for the client.
The  Company  has  not  applied  for  a  patent  on  this  product.

     The Company maintains a web site at www.rockporthealthcare.com.  Within its
                                         --------------------------
web site are details about the Company, its leadership, national position, goals
and  commitments  and  a description as to why it is unique when compared to its
competition.  Within  the  web  page  entitled "Client Services" its clients and
customers  are  able  to locate a healthcare provider, review total providers by
state,  print  a provider directory, nominate a provider to become a part of the
Company's  PPO network and obtain assistance from the Company's in-house network
development  staff  in  customizing  a provider panel that can be located at the
employer's work-site.  The healthcare provider demographics (i.e. name, address,
telephone  number, specialty, hours, etc.) located on the Company's web site are
in  a  secure environment with access provided only to the Company's clients and
their customers for referral purposes.  A provider support web page is available
for  contracted  healthcare  providers  to  update  their information on line or
should a healthcare provider be interested in joining the PPO network, they have
the  ability  to  download a Rockport provider application.  Within the investor
relations  web  page,  current  and  potential  investors  are  able  to  obtain
information about the Company, review the Company's four measurements of growth,
or growth indicators, which are updated quarterly, read press releases about the
Company,  obtain  stock  quotes  and  SEC filings via links to bloomberg.com and
www.sec.gov  and  obtain  answers  to frequently asked questions ("FAQ's").  The
-----------
information  contained  in  the  Company's  web  site is not part of this annual
report.

     The  Company  had  two  clients,  each  which provided more than 10% of the
Company's  revenue  for  the  year ended March 31, 2002.  Those clients were the
TASB  Risk  Management  Fund  ("TASB"),  representing  in  excess  of 400 school
districts  within  the  State of Texas, which contributed 14.4% of total revenue
and  EOS  Group,  Inc.  (formerly Foundation Health Medical Research Management,
Inc.  aka  Reviewco) ("EOS") which provided 13.5% of the Company's revenue.  The
effective  date  of the agreement with TASB was August 29, 2000, for a period of
one  year with automatic one year renewals unless terminated as set forth in the
agreement.  The  agreement may be terminated with or without cause by giving the
other  party  90 days prior written notice of their intent to terminate.  In the
event  of  breach of the agreement by either party, the other party will furnish
written  notice  of said breach and if the breach is not remedied within 30 days
of  said  written  notice, the agreement will terminate immediately. The Company
received  as a fee from TASB a negotiated percentage of the medical cost savings
realized by TASB for accessing the Company's PPO network.  The effective date of
the  agreement  with  EOS  was  September 1, 1999, for a period of one year with
automatic  one-year  renewals  unless  terminated as set forth in the agreement.
The agreement may be terminated without cause by giving the other party 180 days
prior  written  notice  of their intent to terminate.  The agreement may also be
terminated  as  of  any other date mutually agreed to in writing by the parties,
may  be  terminated  immediately  if  either  party  materially  defaults in the
performance  of  a  provision  of the agreement and such default continues for a
period  of fifteen days after written notice is given to the defaulting party or
if  certain  conditions of non-performance apply.  The Company received as a fee
from EOS a negotiated percentage of the medical cost savings realized by EOS for
accessing  the  Company's  PPO  network.


COMPETITION

     The  Company faces competition from large insurers, HMOs, PPOs, third party
administrators  ("TPAs")  and other healthcare services companies.  The industry
is  highly  competitive  and  significant  consolidation has occurred within the
industry,  creating  stronger  competitors.  The current competitive environment
may  limit  the  Company's  ability  to price its products at levels the Company
believes  are  appropriate.  The  Company  faces  competition  from  hospitals,
healthcare  facilities  and  other  healthcare  providers  who have combined and
formed  their  own  networks to contract directly with employer groups and other
prospective  clients  for  the  delivery of healthcare services.  Large employer
groups  have  demanded  a  variety  of  healthcare  options, such as traditional
indemnity  insurance,  HMOs,  point-of-service  plans  and  PPOs, offered either
through  self-funding  or third parties.  The Company competes with providers of
all  of  these  products,  many  of  which  have substantially greater financial
resources  than  the  Company.  The  Company  believes  that a limited number of
companies  provide  all  of  the  services  offered  by  the  Company within the
geographic  areas  in  which  the  Company  presently operates.  The Company may
encounter  competition  from  companies with broader networks, narrower networks
(which allow for greater cost control and lower prices), greater market share or
more  established  marketplace  name  or  reputation.  These competitive factors
could  adversely  effect  the  Company's financial results.  The Company will be
subject  to  significant  competition  in any new geographic areas it may enter.


                                        6
<PAGE>
     The  Company  believes  that,  as  managed care techniques continue to gain
acceptance  in  the  workers'  compensation  marketplace,  competitors  will
increasingly  consist  of  nationally focused workers' compensation managed care
service  companies, insurance companies, HMOs and other significant providers of
managed  care  products.  Legislative reforms in some states permit employers to
designate  health  plans  such  as  HMOs and PPOs to cover workers' compensation
claimants.  Because  many  health plans have the ability to manage medical costs
for  worker's compensation claimants, such legislation may intensify competition
in  the  market  served  by  the  Company.  Many  of  the  Company's current and
potential  competitors  are  significantly larger and have greater financial and
marketing  resources  than  those  of the Company, and there can be no assurance
that  the  Company  will  continue  to  maintain  its existing performance or be
successful  with  any  new  products  or  in any new geographical markets it may
enter.


INTELLECTUAL  PROPERTY,  PROPRIETARY  RIGHTS  AND  LICENSES

     The  Company  has  made  significant  investments  in  the  development and
maintenance  of  its  proprietary data.  The Company does not own any patents or
federally-registered  copyrights  relating to its databases.  The Company relies
largely  on  its  own  security systems, confidentiality procedures and employee
nondisclosure  agreements  to  maintain the confidentiality and trade secrecy of
its proprietary data.  Misappropriation of the Company's proprietary information
or  independent  development  of  similar  products  may have a material adverse
effect  on  the  Company's  competitive  position.

     The  Company's  management  information  systems  (the "MIS") is a critical
component  in  its  operations  because  the  information  processed and derived
through  the  MIS  enables the Company to negotiate price discounts for provider
services  and  monitor utilization and other cost factors.  In addition, the MIS
is  critical  to  the  timely,  efficient  processing  and/or review of provider
claims.  The  Company  maintains  the  rate  data  it  has  negotiated  with its
providers  within  its  medical  bill  repricing  software.  The  medical  bills
received  from  its clients are then matched against the rates maintained by the
Company.  Once  there  is  a  match  between  the  medical  bill  and one of the
Company's  providers, a savings is generated.  It is this savings which provides
revenue  to  the  Company  and  savings  to the Company's clients.  The MIS also
produces reports which are utilized by the Company, its clients and providers to
monitor  costs  associated  with workers' compensation.  The Company relies on a
combination  of  trade  secrets  and  confidentiality  measures to establish and
protect  its proprietary rights to the MIS.  There can be no assurance, however,
that  the  legal  protections  and  the precautions taken by the Company will be
adequate  to prevent misappropriation of the Company's technology.  In addition,
these  protections  and  precautions will not prevent development by independent
third  parties  of  competitive  technology or products, and some companies have
already  developed  products which, to some extent, perform functions similar to
those  performed  by  the  MIS.


     The  Company  has developed a product as a healthcare provider locator tool
custom  designed  for  identifying  a  healthcare provider by name, specialty or
location. This product enables a client the ease of quickly locating a choice of
healthcare  providers  within  any  given zip code and distance from the injured
employee.  This  product is an aid to the Company's clients and is provided free
of charge. This product allows the client to offer informed choice and expedient
care  for  the  injured  employee  while  referring  the  injured  employee to a
healthcare  provider  within  the  Company's  PPO  network.  This product can be
accessed  from  the  Company's web site or can be placed on a CD for the client.
The  Company  has  not  applied  for  a  patent  on  this  product.


GOVERNMENT  REGULATION

     Although  the  area of managed healthcare is heavily regulated, the Company
is  not  currently subject to any specific licensing requirements at the federal
or  state  level.  The various network providers that the Company contracts with
are regulated, and the Company's ability to utilize these networks is contingent
on  the  continued  eligibility  of these network providers to provide services.
The  failure  of  these  providers to maintain their eligibility could adversely
affect  the  Company's  breadth  of  providers.


                                        7
<PAGE>
     Managed  healthcare programs for group healthcare and workers' compensation
are  conducted  within  a  regulated  environment.  The Company's activities are
regulated  principally  at  the  state  level,  which  means  the Company may be
required  to comply with certain regulatory standards which differ from state to
state.  Although  the  laws  affecting the Company's operations vary widely from
state  to  state,  these laws fall into four principal categories: (i) laws that
require  licensing,  certification  or other approval of businesses that provide
managed  healthcare services; (ii) laws regulating the operation of managed care
provider  networks; (iii) laws that restrict the methods and procedures that the
Company  may employ in its workers' compensation managed care programs; and (iv)
proposed laws which, if adopted, would have as their objective the reform of the
healthcare  system  as  a  whole.

     Since  1993,  many competing proposals have been introduced in Congress and
various  state legislatures have called for general healthcare market reforms to
increase  the  access  and availability of group health insurance and to require
that  all  businesses offer health insurance coverage to their employees.  It is
uncertain what additional healthcare reform legislation, if any, will ultimately
be  implemented or whether other changes in the administration or interpretation
of  governmental healthcare programs will occur.  It is impossible to predict if
proposals  calling  for  broad  insurance  market reform will be reintroduced in
Congress  or in any state legislature in the future, or if any such proposal may
be  enacted.  Additionally,  the  adoption of a publicly-financed, single payor,
national  or  state  health  plan  may  have  a  material  adverse effect on the
Company's business.  At both the federal and state levels, there is also growing
interest  in  legislation  to  regulate how managed care companies interact with
providers  and  health  plan  members.  The  Company  cannot predict what effect
federal  or state healthcare legislation or private sector initiatives will have
on  its  PPO  or EPO operations, although management of the Company believes the
Company  may benefit from some proposals which favor the growth of managed care.
There can be no assurance that future healthcare reforms or PPO regulations will
not  be  adopted  which  would  have  a  material adverse affect on the Company.

     The  Employee  Retirement  Income Security Act of 1974 ("ERISA"), governing
employee  benefit  plans,  permitted  employers,  among  other  mandates,  to
self-insure  their  health  insurance  by  acting as a quasi-insurer.  Employers
viewed the ability to underwrite their own health claims as a result of ERISA as
an  opportunity  to better control health costs.  Regulation of TPAs falls under
the  auspices  of  the  United  States  Department  of  Labor, which has strict,
enforceable guidelines relative to the operation of TPAs.  In addition, TPAs are
subject  to  licensing  and  regulation on the state level.  Typically, the only
state  requirements  are a completed application and proof of a fidelity bond in
the  amount  of  $500,000.

     The  Company  anticipates that federal and state legislatures will continue
to  review  and assess alternative healthcare systems and payment methodologies.
The  Company is unable to determine to what extent PPOs and TPAs will be part of
any  managed  care  initiatives  of the federal and state governments or private
sector  initiatives,  as  there  is  increasing  emphasis  on  market-driven
modifications.  Further,  the  Company  is  unable to determine the favorable or
unfavorable  impact,  if  any,  they  would  have  on  the Company's operations.

     Regulations  in  the  healthcare and workers' compensation insurance fields
are  constantly  evolving.  The  Company  is  unable  to predict what additional
regulations,  if  any,  affecting its business may be promulgated in the future.
The  Company's  business  may  be  adversely  affected by failure to comply with
existing  laws  and  regulations,  failure  to  obtain  necessary  licenses  and
government  approvals  or  failure  to  adapt  to  new  or  modified  regulatory
requirements.  Proposals  for  healthcare  legislative  reforms  are  regularly
considered  at  the  federal and state levels.  In addition, changes in workers'
compensation  laws and regulations may impact demand for the Company's services,
require  the  Company to develop new or modified services to meet the demands of
the marketplace or modify the fees that the Company may charge for its services.

EMPLOYEES

     As  of May 31, 2002 the Company had 18 employees, with 17 employees located
in  Houston,  Texas  and one employee located in Monument, Colorado.  All of the
Company's  employees  are  full-time.  The  Company has no collective bargaining
agreements  with  any  unions  and  believes that its overall relations with its
employees  are  good.


                                        8
<PAGE>
VOLATILITY  OF  STOCK  MARKET

     There  have  been  significant  fluctuations  in  the  market price for the
Company's  common  stock.  Factors such as variations in the Company's revenues,
earnings  and  cash  flow,  general  market  trends in the workers' compensation
managed  care  market  and  announcements  of innovations or acquisitions by the
Company  or  its competitors could cause the market price of the common stock to
fluctuate  substantially.  In  addition,  the stock market has experienced price
and  volume  fluctuations  that  have  particularly  affected  companies  in the
healthcare and managed care markets, resulting in changes in the market price of
the  stock  of  many  companies  which may not have been directly related to the
operating  performance  of  those companies.  Such broad market fluctuations may
adversely  affect  the  market  price  of  the  Company's  common  stock.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company's executive and administrative offices are located at 50 Briar
Hollow  Lane,  Suite  515W, Houston, Texas 77027, which facilities are leased by
the  Company  from  an  unaffiliated  third party.  The Company's lease on these
premises  covers 12,219 square feet and expires on June 30, 2005.  The Company's
monthly lease payment on its leased office space as of March 31, 2002 is $16,323
and  increases to $16,831 on July 1, 2002 and to $17,341 on July 1, 2003 through
the  end  of  the  lease.

     The  Company  believes  that  the  current  facilities are adequate for its
present  needs.  Furthermore,  the  Company believes that suitable additional or
replacement  space  will  be  available when required on terms acceptable to the
Company. The Company has no present intent to invest in real estate, real estate
mortgages  or  persons primarily engaged in real estate activities, however, the
Company  may  change this policy at any time without a vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS

     None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were submitted during the fourth quarter of the period covered
in  this  report  to  a  vote  of  shareholders.


                                        9
<PAGE>
                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     On  February  12, 1999, the Company's common stock began trading on the OTC
Bulletin  Board  market  under  the symbol "RPHL".  The market for the Company's
common stock on the OTC Bulletin Board is limited, sporadic and highly volatile.
The following table sets forth the approximate high and low closing sales prices
per  share  as reported on the OTC Bulletin Board for the Company's common stock
for  the  last  two  fiscal  years.  The quotations reflect inter-dealer prices,
without  retail  markups,  markdowns or commissions and may not represent actual
transactions.

<TABLE>
<CAPTION>
Fiscal Year 2002:                                      High    Low
                                                       -----  -----
<S>                                                    <C>    <C>
   Quarter Ended March 31, 2002 . . . . . . . . . . .  $0.40  $0.11
   Quarter Ended December 31, 2001. . . . . . . . . .  $0.55  $0.29
   Quarter Ended September 30, 2001 . . . . . . . . .  $0.59  $0.23
   Quarter Ended June 30, 2001. . . . . . . . . . . .  $0.51  $0.25

Fiscal Year 2001:                                      High   Low
                                                       -----  -----

   Quarter Ended March 31, 2001 . . . . . . . . . . .  $0.38  $0.25
   Quarter Ended December 31, 2000. . . . . . . . . .  $0.56  $0.19
   Quarter Ended September 30, 2000 . . . . . . . . .  $1.19  $0.28
   Quarter Ended June 30, 2000. . . . . . . . . . . .  $1.75  $1.00
</TABLE>

     As  of  May 31, 2002, there were approximately 1,100 stockholders of record
of  the  Company's  common stock.  The Company has neither declared nor paid any
cash dividends to date.  The Company does not anticipate paying dividends in the
foreseeable  future until such time as the Company has sufficient cash flow from
operations  to  justify  payment  of  a  dividend.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the Company during the fiscal quarter ended March 31, 2002, that
were  not  registered  under  the  Securities  Act.

     On February 28, 2002, under the terms of a written contract executed by the
Company,  the Company issued 50,000 shares of common stock to a consulting group
in  consideration  of  consulting  services  valued  at  $9,500  pursuant to the
exemption  provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2002, under the terms of a written contract executed by the
Company,  the  Company  issued  3,588  shares  of common stock to Mike Catala in
consideration  of  marketing services valued at $1,058 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  March  31,  2002, under the terms of a written contract executed by the
Company,  the  Company issued 3,588 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $1,058 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On March 31, 2002, pursuant to Rule 506 of Regulation D, the Company issued
5,122  shares  of  common  stock to Carl A. Chase, an officer of the Company, in
payment  of  employee  expenses  totaling  $1,511.

     As  of  March  31,  2002,  the  Company  had outstanding $167,849 aggregate
principal amount on two convertible promissory notes issued in 1998 and 1999 due
to  a shareholder.  On March 31, 2002, the Company renegotiated the terms of the
notes  and  reduced  the  conversion  prices per share for each note to $.36 per
share  and  extended  the  maturity  dates  until  April  1,  2004.  Before  the
renegotiation  of  the  terms  of  the  notes,  $100,000  principal  amount  was
convertible  at  $2.00  per share into 50,000 shares of Company common stock and


                                       10
<PAGE>
$100,000 principal amount was convertible at $1.00 per share into 100,000 shares
of  Company  common stock.  Both notes are convertible anytime prior to April 1,
2004.  The  notes  were  issued  pursuant to 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 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION

     The  following discussion and analysis of the Company's financial condition
as  of  March 31, 2002, and the Company's results of operations for the years in
the two-year period ended March 31, 2002 and 2001, should be read in conjunction
with  the  Company's audited consolidated financial statements and notes thereto
included  elsewhere  in  this  report.

OVERVIEW

     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. Workers' compensation
costs  continue  to  escalate  for  employers and insurance companies across the
country.  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 charges
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a  fee,  a percentage of the medical cost savings realized by its
clients.  The  medical  cost  savings  realized by its clients is the difference
between  the maximum rate allowed for workers' compensation claims in accordance
with  the  state  allowed  fee  schedules or usual and customary charges and the
discounted  rates  negotiated  by  the  Company  with  its healthcare providers.

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


                                       11
<PAGE>
     Rockport  has  healthcare  providers  and/or  network partners in all fifty
states  and  the  District of Columbia.  Currently, the Company has in excess of
262,000  healthcare  providers  nationwide  that  serve  its  clients  and their
customers  for their injured employees' care.  Should a client or their customer
have  particular needs in an under-served market, Rockport has a skilled team of
experienced  network  development  personnel  capable  of  custom  building  the
under-served  market  for  the  client.

RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION

     The  following table sets forth certain operating information regarding the
Company  for  the  years  ended  March  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                                                          March 31,
                                                                  --------------------------
                                                                      2002          2001
                                                                  ------------  ------------
<S>                                                               <C>           <C>
     Revenue                                                      $ 1,791,715   $ 1,091,288
         Cost of sales                                                460,493       298,335
     Gross profit                                                   1,331,222       792,953
         General and administrative expenses                        2,262,160     2,326,375
         Non-cash compensation associated with issuance of stock
           warrants to a third party                                  345,000            --
         Depreciation and amortization                                 39,128        71,149
     Loss from operations                                          (1,315,066)   (1,604,571)
         Interest, net                                                 74,107        61,487
     Net loss                                                     $(1,389,173)  $(1,666,058)
     Net loss per share - basic and diluted                       $     (0.10)  $     (0.18)
</TABLE>


     YEAR  ENDED  MARCH  31,  2002  TO  YEAR  ENDED  MARCH  31,  2001
     ----------------------------------------------------------------

     Revenue.  The  largest  source of the Company's revenue is fees it receives
from  its  clients  and clients' customers that access and utilize the Company's
healthcare provider network for work-related injuries and illnesses.  These fees
amounted  to  96%  of  the  Company's revenue for the year ended March 31, 2002.
When an injured employee utilizes a healthcare provider within the Company's PPO
network,  the  employer  realizes  medical  cost savings which it would not have
realized  had  the  employee  utilized  a  healthcare  provider  not  within the
Company's  PPO  network.  The  Company's  clients  and  their  customers,  where
permitted  by law, direct their injured employees to healthcare providers within
the  Company's healthcare provider network, which in turn creates a medical cost
savings  as  a  result  of  the  discounts  the  Company has negotiated with its
healthcare  providers.  The  agreements the Company has with its clients provide
the  Company  with  a  fee  based  upon a percentage of the medical cost savings
realized  by its clients.  The fee percent the Company receives from its clients
is  negotiated  by  the  Company  and  usually  is  determined  by the amount of
potential  business  the Company will receive from the client.  Typically, these
agreements  are  short-term  in  nature  which is standard within the healthcare
industry.

     Revenue  is  recognized when earned.  Revenue is earned at such time as the
Company's contractual discounts with its healthcare providers are applied to its
clients'  medical  bills  which  produces a medical cost savings.  The Company's
revenue  is  a  contractual percentage of the medical cost savings realized.  At
the  time  the  contractual  discounts  are applied, the revenue is realized and
collection  is  reasonably  assured.  Refer  to  Note  2 "Summary of Significant
Accounting  Policies"  to  the  financial  statements  included  herein  for  a
description  of  the  Company's  revenue  recognition  policy.

     Two  key  components  of  increased  revenue  are  the number of in-network
medical  bills  from contracted healthcare providers processed during the period
and  the  number  of  healthcare  providers  within  the  Company's PPO network.
Medical  bills  are  bills  for services rendered for an injured employee by the
Company's  contracted  healthcare  providers.  Medical  bills  are processed two
different  ways  for  the  Company's clients.  The Company processes the medical


                                       12
<PAGE>
bills  and  reprices  them in accordance with the contract terms the Company has
with  its  healthcare  providers  utilizing  its proprietary software system and
provides  data  management  for  its  clients.  The second way medical bills are
processed  is  when the Company's clients perform repricing of the medical bills
using  the  Company's  contract  terms  with its healthcare providers within the
clients'  software systems.  The number of in-network medical bills processed by
the  Company increased by 108% from 77,982 bills during the year ended March 31,
2001,  to  162,555  bills during the year ended March 31, 2002.  During the same
time  period,  the number of in-network medical bills processed by the Company's
clients  within  their  software systems increased by 285% to 165,901 bills from
43,105  bills during the 2001 period.  Total in-network medical bills processed,
both  by  the  Company and the Company's clients, increased by 171% from 121,087
during the year ended March 31, 2001, to 328,056 during the year ended March 31,
2002.

     The  Company continues to expand its PPO network in additional areas of the
country  in  conjunction  with  the expansion of its client base, either through
direct  contracting  with  providers or through strategic network alliances with
third  party  networks,  which  it  refers  to as network partners.  The Company
utilizes its own network development staff to enhance its PPO network and custom
build  in  a  market  for  a  given client.  As of March 31, 2002, the Company's
network consisted of over 262,000 physicians, hospitals and ancillary healthcare
providers in all 50 states and the District of Columbia.  This is an increase of
approximately  113,000  healthcare  providers  over the same period in the prior
year.  Costs  associated  with  developing the Company's networks are charged to
expense  when  incurred  and are included in selling, general and administrative
expenses.

     At  the  end of the fiscal year ended March 31, 2002, the number of clients
and  their  customers utilizing the Company's provider networks had increased to
216,  an  increase  of 85 clients and their customers over the fiscal year ended
March  31,  2001.  The  Company  estimates the number of ultimate beneficiaries,
which  are  employers,  of  the  Company's  services  and  medical cost savings,
obtained  through  the Company's clients is in the thousands.  Consequently, the
increase  in the number of clients and their customers, coupled with an increase
in  the  number  of  employers  who  are the ultimate customers of the Company's
clients, resulted in an increase in revenue by $700,427, or 64%, from $1,091,288
for  the  year  ended March 31, 2001, to $1,791,715 for the year ended March 31,
2002.  The  Company  saved  its clients in excess of $13 million during the year
ended March 31, 2002, resulting in the significant increase in revenue earned by
the  Company.  With  respect to the source of the Company's revenue, the Company
had  two clients, each which provided more than 10% of the Company's revenue for
the  year  ended  March  31,  2002.  Those clients were the Texas Association of
School  Boards,  representing in excess of 400 school districts within the State
of Texas, which contributed 14.4% of total revenue and EOS Group, Inc. (formerly
Foundation Health Medical Research Management, Inc. aka Reviewco) which provided
13.5%  of  the Company's revenue.  For the fiscal fourth quarter ended March 31,
2002,  total  revenue  increased  by  $139,906, or 31%, from $444,426 during the
fiscal  quarter ended March 31, 2001, to $584,332.  The Company is continuing to
add new clients and their customers of its existing clients and believes revenue
will  continue  to  increase  as  it implements these new clients and customers.

     Cost of sales.  The Company's cost of sales consists primarily of fees paid
for  access to third party provider networks, or network partners, fees paid for
sales  commissions  to  non-employee  sales personnel and commission overwrites.
Cost of sales increased by $162,158, or 54%, from $298,335 during the year ended
March 31, 2001, to $460,493 during the year ended March 31, 2002.  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  year ended March 31, 2002, cost of sales were comprised of
network  access  fees  of  $271,249,  sales  commissions  of $79,054, commission
overwrites  of  $68,986  and  other  miscellaneous  costs  of  $41,204.

     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 57,130 shares of its restricted common stock during
the  year  ended  March 31, 2002, for this bonus which was valued at $22,566 and
30,496  shares  of  its  restricted common stock during the year ended March 31,
2001,  which  was  valued at $8,272. Additionally, for the years ended March 31,
2002  and  2001, these two individuals earned sales commissions in the aggregate
of $33,031 and $24,235, respectively. For the year ended March 31, 2002, $68,986
of  commission  overwrites  were earned by two directors of the Company. John K.
Baldwin,  chairman  of  the  board,  earned  $34,493 of commission overwrites in
accordance  with an engagement agreement with the Company whereby he earns 2% of
the  revenue  received  by  the  Company  from its workers' compensation network
savings.  Mr.  Baldwin  provides  consulting services to the Company to earn the
commission  overwrite.  During  September  1998,  the  Company  acquired  Newton
Healthcare  Network,  LLC  from  Bannon  Energy Incorporated ("Bannon") of which
Robert  D.  Johnson, a former director of the Company, was sole owner of Bannon.
In  accordance  with  the purchase and sale agreement, Bannon is to receive as a


                                       13
<PAGE>
commission  overwrite,  two  percent  (2%)  of the gross revenue attributable to
Rockport  Community  Network, Inc.  For the years ended March 31, 2002 and 2001,
Bannon earned $34,493 and $19,954, respectively.  Cost of sales will increase as
revenue  increases.

     Gross  profit.  The  Company's  gross profit increased by $538,269, or 68%,
from  $792,953  during  the  year ended March 31, 2001, to $1,331,222 during the
year ended March 31, 2002.  Gross profit as a percentage of sales increased from
73% during the year ended March 31, 2001, to 74% during the year ended March 31,
2002.  The increase in gross profit was attributable to the increase in revenue.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses  increased  by $280,785, or 12%, from $2,326,375 during
the  year  ended  March  31, 2001, to $2,607,160 during the year ended March 31,
2002.  Payroll  and  related  expenses increased from $1,483,390 during the year
ended  March  31,  2001,  to $1,653,799, or 11%, during the year ended March 31,
2002.  The  Company  hired an additional executive officer effective as of April
1,  2001,  which  resulted  in  additional  payroll  expense.  This increase was
partially  offset  by  the  elimination  of three positions during October 2001.
Office  administration  expenses  increased  from $280,186 during the year ended
March  31,  2001,  to  $343,649,  or  23%, during the year ended March 31, 2002.
During  the  year ended March 31, 2001, the Company signed a new lease agreement
for  its  executive  offices.  The new lease provided for, among other things, a
higher  monthly  lease  payment  for  obtaining  additional office space and two
months whereby the Company was not required to make a lease payment.  During the
year  ended March 31, 2002, the Company made twelve lease payments at the higher
monthly  rate,  which  resulted  in  higher  lease  expenses  for that year when
compared  to  the  previous year.  Professional services, which are comprised of
audit,  legal,  investor  relations and consulting fees, decreased from $292,295
during the year ended March 31, 2001, to $212,507, or 27%, during the year ended
March  31,  2002.  When  compared  to  the  previous year, current year fees for
investor  relations were lower by $28,501, consulting fees were lower by $81,990
and legal fees were higher by $28,665.  During the year ended March 31, 2001, in
accordance with a settlement agreement, the Company issued 100,000 shares of its
restricted common stock and $60,000 cash to an individual and recorded the total
expense  of  $100,000  as  consulting  fees.  Other  selling,  general  and
administrative  expenses decreased from $270,504 during the year ended March 31,
2001,  to  $52,205,  or  81%, during the year ended March 31, 2002.  The primary
components of the decrease in other selling, general and administrative expenses
when  compared  to the year ended March 31, 2001 were lower bad debt expenses of
$194,155 and lower expenses associated with travel and entertainment of $16,386.

     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 was
determined  by the mean between the closing bid and asked price.  The consulting
services  agreement  is  for a period of ten years, however, the warrants issued
pursuant  to  the  consulting  agreement  vested  immediately  and are currently
exercisable,  regardless of whether the consulting agreement is terminated prior
to  the  expiration  of  its  ten-year term.  Since the warrants are immediately
exercisable,  the  Company has expensed the full amount of the fair value of the
warrants  issued  as  of  the  date  of  issuance,  which  was  $345,000.

     The  Company currently has fully staffed all of its departments with highly
qualified  personnel  to  develop  its  provider network, design and develop its
management information systems, handle its customer services and provide for the
administration  of  the  Company.  As a result of this staffing, the Company has
increased  its  processing  capabilities  and  believes that 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.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$32,021,  or  45%, from $71,149 during the year ended March 31, 2001, to $39,128
during the year ended March 31, 2002.  During the year ended March 31, 1999, the
Company issued 300,000 shares of its common stock to an individual, who is now a
director  of  the  Company,  as  inducement  to  loan the Company $300,000.  The
carrying  value assigned to the issuance of stock was determined to be $300,000.
During  the  years  ended  March  31,  2000 and 1999, the Company issued 150,000
shares  of  its  common stock to a shareholder as inducement to loan the Company
$200,000.  The  carrying  value assigned to the issuance of stock was determined
to be $200,000.  The Company amortized the carrying value of the stock issued as
inducement for the loans over the term of the loans.  The capitalized loan costs
have  now  been  fully amortized which accounts for the decrease in amortization
expense.


                                       14
<PAGE>
     Interest  expense.  Interest  expense  increased  by  $12,620, or 21%, from
$61,487  for  the year ended March 31, 2001, to $74,107 for the year ended March
31,  2002.  The  Company  has  issued  $600,000  of  three-year  10% convertible
subordinated  unsecured  notes due June and October 2004.  On November 28, 2001,
the  Company  borrowed  $50,000 and on January 10, 2002, the Company borrowed an
additional  $50,000  from a director of the Company.  This note accrues interest
at 10% per annum and both principal and interest are due December 31, 2002.  The
increase  in  borrowings  has resulted in the increase in interest expense.  The
Company  anticipates interest expense will increase in the future as a result of
these  notes.

     Net  income.  The Company had a net loss for the year ended March 31, 2002,
of  $1,389,173, or $0.10 per share (basic and diluted), compared with a net loss
of  $1,666,058, or $0.18 per share (basic and diluted), for the year ended March
31,  2001.  The  improvement  in the net loss for the year ended March 31, 2002,
over  the prior year is a result of increased revenue and gross profit resulting
from increased utilization of the Company's PPO network by its clients and their
customers.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The following summary table presents comparative cash flows of Rockport for
the  one  year  periods  ended  March  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                                             March 31,
                                                    ------------------------
                                                        2002         2001
                                                     ----------  ------------
<S>                                                  <C>         <C>
     Net cash used by operating activities           $(697,207)  $(1,691,533)
     Net cash used by investing activities           $ (18,060)  $   (16,204)
     Net cash provided by financing activities       $ 691,182   $ 1,641,201
</TABLE>

     YEAR  ENDED  MARCH  31,  2002  TO  YEAR  ENDED  MARCH  31,  2001
     ----------------------------------------------------------------

     Changes  in  cash  flow.  The  Company currently manages the payment of its
current  liabilities  and  other  obligations on a monthly basis as cash becomes
available.  Net  cash  used by operating activities for the year ended March 31,
2002,  was  $697,207 compared with $1,691,533 for the year ended March 31, 2001.
This was an improvement of $994,326 over the prior year.  The primary components
of  net cash used by operating activities for the 2002 period were a net loss of
$1,389,173 and increases in accounts receivable of $185,758, which was partially
offset  by  a  decrease in prepaid expenses of $15,706 and increases in accounts
payable  of  $150,302,  amounts  due  to  directors,  officers  and employees of
$121,914  and  other  current  liabilities  of  $121,462 and non-cash charges of
$468,340.  Cash used by investing activities increased from $16,204 for the year
ended  March  31, 2001, to $18,060 for the year ended March 31, 2002.  Cash used
in  investing  activities during the 2002 period were primarily due to purchases
of  computer  equipment to enhance the Company's management information systems.
During  the year ended March 31, 2002, cash provided by financing activities was
$691,182  compared  to $1,641,201 for the year ended March 31, 2001.  During the
2002  period, the Company issued $600,000 principal amount of its three-year 10%
convertible  subordinated  unsecured  notes,  borrowed  $100,000 on a short-term
note,  repaid  $32,151  principal of outstanding notes and sold common stock and
raised  $23,333.

     Capital  resources.  On  June  11,  2001,  the Company's Board of Directors
approved the issuance of an aggregate principal amount of $1,000,000 in the form
of  three-year  10%  convertible  subordinated  unsecured  notes.  The notes are
convertible  at  the average of the high bid and low ask stock quotations on the
date  of  funding  and  interest is payable quarterly out of available cash flow
from  operations  as  determined  by the Company's Board of Directors, or if not
paid but accrued, will be paid at the next fiscal quarter or at maturity. Of the
three-year  10% convertible subordinated unsecured notes, the Company has issued
notes  to  a  director and a former director in the aggregate amount of $350,000
and  an  individual in the amount of $250,000, for total borrowings of $600,000.
$500,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion  price of $.36 per share anytime prior to June 2004 and
$100,000  principal  amount  of  these notes are convertible into Company common
stock  at  a  conversion price of $.325 per share anytime prior to October 2004.
The  conversion  price  of  $.325  was determined by the average of the high bid
($.36)  and  low  ask  ($.29)  stock  quotations  on  the  date  of funding. The
conversion  price  of  $.36 was determined by the average of the high bid ($.39)
and  low ask ($.33) stock quotations on the dates of funding. As a result, there


                                       15
<PAGE>
are  no  beneficial conversion features associated with these notes. On November
28,  2001,  the  Company  borrowed  $50,000 and on January 10, 2002, the Company
borrowed  an  additional $50,000, each from a director of the Company. This note
accrues  interest  at  10%  per  annum  and  both principal and interest are due
December  31,  2002. Management believes that the necessary funding to implement
the Company's business plan has been obtained. However, at the present time, the
Company does not have any significant credit facilities available with financial
institutions  or  other third parties and until it can generate significant cash
flow from operations, it will be dependent upon external sources of best efforts
financing  or  loans  from  its  officers,  directors  and  shareholders.

     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 March
31,  2002, the Company had available cash in non-restrictive accounts of $42,637
and  negative  working  capital  of  $294,997.  The  Company  has  experienced a
significant  growth  in  revenue  from the utilization of its PPO network by its
clients  and their customers.  Revenue has increased 64% from $1,090,288 for the
year  ended March 31, 2001, to $1,791,715 for the year ended March 31, 2002.  In
addition, the Company saved its clients in excess of $13 million in medical cost
savings  during the year ended March 31, 2002.  The Company believes this growth
of revenue and medical cost savings to its clients will continue into the future
based upon the increased business its current clients have been experiencing and
new  potential  clients  the  Company has identified.

     The  Company's  independent  auditors  have raised a going concern issue in
Note  7  to  the  Company's  financial statements included elsewhere herein.  As
previously  stated,  at March 31, 2002, the Company had negative working capital
of  $294,997.  On November 28, 2001, the Company borrowed $50,000 and on January
10,  2002,  the  Company borrowed an additional $50,000, each from a director of
the Company.  This note accrues interest at 10% per annum and both principal and
interest were due December 31, 2002.  On June 30, 2002, the Company renegotiated
the terms of the note and extended the due date to April 1, 2004.  Additionally,
the  Company added $93,000 of accrued legal fees due to the director and $34,493
of  accrued  overwrite  fees  due to the director to the principal amount of the
note.  For  fiscal  2003  the  Company  expects  to  have monthly cash operating
expenses  of  approximately  $185,000.  Currently,  the  Company  is  generating
positive  cash  flow  from  operations and coupled with the extension of the due
date of the aforementioned note due to a director, believes sufficient cash flow
will  be  available  during  the  next  twelve months  to satisfy its short-term
obligations.  As  such,  the Company does not anticipate the need for additional
external  financing to fund operations for fiscal 2003.  The Company's continued
growth is conditioned on the Company signing more employers, insurers and others
for access to its PPO network and obtaining a greater participation by consumers
who are covered by such payors.  The Company will dedicate a significant portion
of  its cash flow from operations to the continuing development and marketing of
its  PPO  network.


NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statements  of  Financial  Accounting  Standards No. 141 "Business Combinations"
("SFAS  141")  and  No.  142 "Goodwill and Other Intangible Assets ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001, to be
accounted  for  under  the  purchase  method.  For all business combinations for
which  the  date  of  acquisition  is  after June 30, 2001, SFAS 141 establishes
specific  criteria  for  the  recognition  of  intangible assets separately from
goodwill  and  requires  unallocated  negative  goodwill  to  be  written  off
immediately  as an extraordinary gain, rather than deferred and amortized.  SFAS
142  changes  the  accounting  for goodwill and other intangible assets after an
acquisition.  The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and  intangible  assets  with  definitive lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives  will  no  longer be limited to forty years.  The Company does not believe
that  the  adoption  of  these  statements  will  have  a material effect on its
financial  position,  results  of  operations  or  cash  flows.

     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS  143 "Asset
Retirement  Obligations."  SFAS  143  establishes  accounting  requirements  for
retirement  obligations  associated with intangible long-lived assets, including
1)  the  timing  of  the  liability  recognition,  2) initial measurement of the
liability,  3)  allocation  of  asset  retirement cost to expense, 4) subsequent
measurement  of  the liability and 5) financial statement disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the related long-lived asset and subsequently allocated to expense using the
systematic  and rational method.  The Company will adopt the statement effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from  the  adoption  of  SFAS  143  will be reported as a cumulative effect of a
change  in  accounting  principle.  At  this time, the Company cannot reasonably
estimate the effect of the adoption of this statement on its financial position,
results  of  operations  or  cash  flows.

     In  October  2001,  the  FASB  also  approved SFAS 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed Of."  The new accounting model for long-lived assets to be disposed
of  by sale applies to all long-lived assets, including discontinued operations,
and  replaces  the  provisions  of  APB  Opinion  No.  30, "Reporting Results of
Operations  - Reporting the Effects of Disposal of a Segment of a Business'" for
the  disposal  of  segments  of  a  business.  Statement 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost  to  sell,  whether  reported  in  continuing operations or in discontinued


                                       16
<PAGE>
operations.  Therefore,  discontinued  operations  will no longer be measured at
net  realizable  value or include amounts for operating losses that have not yet
occurred.  Statement  144 also broadens the reporting of discontinued operations
to include all components of an entity with operations that can be distinguished
from  the  rest  of  the  entity  and  that  will be eliminated from the ongoing
operations of the entity in a disposal transaction.  The provisions of Statement
144  are  effective  for  financial statements issued for fiscal years beginning
after  December  15,  2001, and, generally, are to be applied prospectively.  At
this  time,  the  Company  cannot  estimate  the effect of this statement on its
financial  position,  results  of  operations  or  cash  flows.


                                       17
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Rockport Healthcare Group, Inc.
Houston, Texas

We  have  audited  the  accompanying  consolidated  balance  sheets  of Rockport
Healthcare  Group,  Inc. and subsidiaries as of March 31, 2002 and 2001, and the
related  consolidated  statements of operations, changes in shareholders' equity
(deficit)  and  cash flows for the years then ended.  These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Rockport Healthcare
Group,  Inc.  and subsidiaries as of March 31, 2002 and 2001, and the results of
their  operations  and  their cash flows for the years then ended, in conformity
with  generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  Rockport  Healthcare Group, Inc. and subsidiaries will continue as a going
concern.  As  more  fully  disclosed  in Note 7 to the financial statements, the
Company  has  incurred  an  accumulated net loss of $7,148,819 through March 31,
2002.  This  matter  raises  substantial  doubt  about  the Company's ability to
continue  as  a  going concern.  Management's plans in regard to this matter are
also  described  in Note 7.  The financial statements do not include adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Hein + Associates LLP



Houston,  Texas
June  10,  2002


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS


                                                                                 March 31,
                                                                         --------------------------
                                                                             2002          2001
                                                                         --------------------------
<S>                                                                      <C>           <C>
                               ASSETS
Current assets:
    Cash                                                                 $    42,637   $    66,722
    Accounts receivable, net of allowance of $20,000 at March 31, 2002
      and 2001                                                               512,388       326,630
    Prepaid expenses                                                             645        16,351
                                                                         ------------  ------------
        Total current assets                                                 555,670       409,703
                                                                         ------------  ------------
Property and equipment:
    Office furniture and equipment                                            38,704        38,704
    Computer equipment and software                                           98,314        80,254
    Telephone equipment                                                       15,734        15,734
                                                                         ------------  ------------
                                                                             152,752       134,692
    Less accumulated depreciation                                            (90,032)      (64,639)
                                                                         ------------  ------------
        Net property and equipment                                            62,720        70,053
                                                                         ------------  ------------
Other assets:
    Deposits                                                                   9,038         9,038
    Intangible assets, net                                                    99,269       113,004
                                                                         ------------  ------------
                                                                             108,307       122,042
                                                                         ------------  ------------
        Total assets                                                     $   726,697   $   601,798
                                                                         ============  ============

              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                      $   100,000   $        --
    Accounts payable, trade                                                  307,278       156,976
    Due to directors, officers and employees                                 151,664        29,750
    Other current liabilities                                                291,725       170,263
                                                                         ------------  ------------
        Total current liabilities                                            850,667       356,989
                                                                         ------------  ------------
Long-term debt                                                               767,849       200,000
                                                                         ------------  ------------
Commitments and contingencies (Note 4)
Shareholders' equity (deficit):
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                                 --            --
    Common stock, $.001 par value, 20,000,000 shares authorized,
      13,387,870 and 12,997,822 shares issued and outstanding at
      March 31, 2002 and 2001, respectively                                   13,387        12,997
    Additional paid-in capital                                             6,243,613     5,791,458
    Accumulated deficit                                                   (7,148,819)   (5,759,646)
                                                                         ------------  ------------
       Total shareholders' equity (deficit)                                 (891,819)       44,809
                                                                         ------------  ------------
        Total liabilities and shareholders' equity (deficit)             $   726,697   $   601,798
                                                                         ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                        ROCKPORT  HEALTHCARE  GROUP,  INC.
                                AND  SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                           Twelve Months Ended
                                                                March 31,
                                                       ---------------------------
                                                           2002           2001
                                                       ---------------------------
<S>                                                    <C>            <C>
Revenue                                                $  1,791,715   $ 1,091,288
Cost of sales                                               460,493       298,335
                                                       -------------  ------------
        Gross profit                                      1,331,222       792,953
                                                       -------------  ------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                          1,653,799     1,483,390
    Office administration                                   343,649       280,186
    Professional services                                   212,507       292,295
    Non-cash compensation associated with issuance of
      stock warrants to a third party                       345,000            --
    Other                                                    52,205       270,504
                                                       -------------  ------------
  Total selling, general and administrative expenses      2,607,160     2,326,375
  Depreciation and amortization                              39,128        71,149
                                                       -------------  ------------
        Total operating expenses                          2,646,288     2,397,524
                                                       -------------  ------------

Loss from operations                                     (1,315,066)   (1,604,571)
Interest, net                                                74,107        61,487
                                                       -------------  ------------
Net loss                                               $ (1,389,173)  $(1,666,058)
                                                       =============  ============

Net loss per share - basic and diluted                 $      (0.10)  $     (0.18)
                                                       =============  ============
Weighted average number of common shares outstanding     13,254,633     9,220,300
                                                       =============  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKPORT  HEALTHCARE  GROUP,  INC.
                                         AND  SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                             FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                                                                                          Total
                                      Common     Stock   Additional                   Shareholders'
                                    -------------------    Paid-in     Accumulated       Equity
                                      Shares    Amount     Capital       Deficit        (Deficit)
                                    ----------  -------  -----------  -------------  ---------------
<S>                                 <C>         <C>      <C>          <C>            <C>
Balances March 31, 2000              6,210,127  $ 6,210  $ 3,702,152  $ (4,093,588)  $     (385,226)
Stock issued for cash                4,721,391    4,721    1,260,633            --        1,265,354
Debt converted to equity             1,616,616    1,617      692,395            --          694,012
Stock issued for interest payments      97,250       97       25,924            --           26,021
Stock issued for services              244,258      244       55,664            --           55,908
Stock issued for accrued expenses      108,180      108       54,690            --           54,798
Net loss                                    --       --           --    (1,666,058)      (1,666,058)
Balances March 31, 2001             12,997,822   12,997    5,791,458    (5,759,646)          44,809
                                    ----------  -------  -----------  -------------  ---------------
Stock issued for cash                  111,371      112       23,221            --           23,333
Stock issued for services              273,555      273       82,428            --           82,701
Stock warrants issued for services          --       --      345,000            --          345,000
Stock issued for employee expenses       5,122        5        1,506            --            1,511
Net loss                                    --       --           --    (1,389,173)      (1,389,173)
                                    ----------  -------  -----------  -------------  ---------------
Balances March 31, 2002             13,387,870  $13,387  $ 6,243,613  $ (7,148,819)  $     (891,819)
                                    ==========  =======  ===========  =============  ===============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>
                            ROCKPORT  HEALTHCARE  GROUP,  INC.
                                      AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED MARCH 31, 2002 AND 2001



                                                                     2002          2001
                                                                 --------------------------
<S>                                                              <C>           <C>
Cash flows used by operating activities:
    Net loss                                                     $(1,389,173)  $(1,666,058)
    Adjustments to reconcile net loss to cash used by operating
     activities:
        Depreciation                                                  25,393        24,081
        Amortization                                                  13,735        47,068
        Issuance of stock for services                                82,701        55,908
        Issuance of stock for interest payments                           --        26,021
        Issuance of stock for employee expenses                        1,511            --
        Stock warrants issued for services                           345,000            --
        Changes in assets and liabilities:
            Accounts receivable - trade and other                   (185,758)     (144,664)
            Prepaid expenses                                          15,706       (15,371)
            Accounts payable                                         150,302        72,188
            Due to directors, officers and employees                 121,914       (28,017)
            Other current liabilities                                121,462       (62,689)
                                                                 ------------  ------------
Cash used by operating activities                                   (697,207)   (1,691,533)
                                                                 ------------  ------------
Investing activities:
    Purchase of fixed assets                                         (18,060)      (16,204)
                                                                 ------------  ------------
Cash used by investing activities                                    (18,060)      (16,204)
                                                                 ------------  ------------
Financing activities:
    Proceeds from sale of stock                                       23,333     1,265,354
    Proceeds from notes payable                                      700,000       444,225
    Repayments of notes payable                                      (32,151)      (68,378)
                                                                 ------------  ------------
Cash provided by financing activities                                691,182     1,641,201
                                                                 ------------  ------------
Net decrease in cash                                                 (24,085)      (66,536)
Cash and cash equivalents, beginning of year                          66,722       133,258
                                                                 ------------  ------------
Cash and cash equivalents, end of year                           $    42,637   $    66,722
                                                                 ============  ============

Supplemental cash flow information:
    Income taxes paid                                            $        --   $        --
    Interest paid                                                $    26,849   $    65,490

Non-cash transactions:
    Stock issued to convert debt                                 $        --   $   694,012
    Stock issued for accrued expenses                            $        --   $    54,798
                                                                 ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       22
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

Note 1.   Organization  and  Nature  of  Business

     Rockport  Healthcare  Group,  Inc.  ("Rockport"  or  the  "Company")  was
incorporated in the State of Delaware on May 4, 1992, as Protokopus Corporation.
The  Company  had  no  operating history other than organizational matters until
December 17, 1997.  On December 17, 1997, the Company acquired all of the issued
and  outstanding  common  stock  of The Rockport Group of Texas, Inc. ("Rockport
Texas"),  a  Nevada  corporation,  in  a business combination accounted for as a
reverse  acquisition.  Pursuant to an Agreement and Plan of Reorganization dated
December  12,  1997,  between  the  Company and Rockport Texas, each outstanding
share  of  common  stock of Rockport Texas was converted to the right to receive
961.6212  shares  of  common  stock  of  the  Company.  On January 18, 1998, the
Company  changed  its  name  from  Protokopus Corporation to Rockport Healthcare
Group,  Inc.

     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. Workers' compensation
costs  continue  to  escalate  for  employers and insurance companies across the
country.  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 charges
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a  fee,  a percentage of the medical cost savings realized by its
clients.  The  medical  cost  savings  realized by its clients is the difference
between  the maximum rate allowed for workers' compensation claims in accordance
with  the  state  allowed  fee  schedules or usual and customary charges and the
discounted  rates  negotiated  by  the  Company  with  its healthcare providers.

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

     Rockport has contracts with healthcare providers and/or network partners in
all  fifty  states and the District of Columbia.  Currently, the Company  has in
excess  of  262,000  healthcare  providers nationwide that serve its clients and
customers  for their injured employees' care.  Should a client or their customer
have  particular needs in an under-served market, Rockport has a skilled team of
experienced  network  development  personnel  capable  of  custom  building  the
under-served  market  for  the  client.

Note 2.   Summary  of  Significant  Accounting  Policies

a)   Consolidation

     As  of  March  31,  2002,  the Company had three wholly owned subsidiaries:
     Rockport  Community  Network,  Inc.,  Rockport  Group  of  Texas,  Inc. and
     Rockport  Preferred,  Inc.  Rockport  Community  Network,  Inc. ("RCN") was
     incorporated  in the State of Nevada on November 14, 1997. RCN develops and
     maintains  the  occupational  injuries  and  illnesses provider network and
     provides access to the provider network to clients of the Company. Rockport
     Group  of  Texas,  Inc.  ("RGT") was incorporated in the State of Nevada on


                                       23
<PAGE>
     July  23, 1997. RGT is a business entity which provides support services to
     RCN  and  the  Company,  which  include  management  information  services,
     customer  services, doctor and provider referrals, contracting of providers
     for  the  Company's  network  and  administration  of the Company. Rockport
     Preferred,  Inc.  is a dormant subsidiary, which has no ongoing operations.
     All  material  inter-company  balances  and inter-company transactions have
     been  eliminated  for  the  purpose  of presenting the accompanying audited
     consolidated  financial  statements.

b)   Cash  and  Cash  Equivalents

     Cash  and  cash  equivalents  consist  of cash on hand and held in banks in
     unrestricted  accounts.

c)   Property  and  Equipment

     Property  and equipment are stated at cost. Depreciation is computed on the
     straight-line  method over the estimated economic lives of the assets which
     range  from  three  to  seven  years.

d)   Income  Taxes

     The  Company accounts for income taxes on the liability method, under which
     the  amount  of  deferred  income  taxes is based on the tax effects of the
     differences  between  the  financial  and income tax basis of the Company's
     assets,  liabilities  and operating loss carryforwards at the balance sheet
     date based upon existing tax laws. Deferred tax assets are recognized if it
     is  more  likely  than  not  that  the  future  income  tax benefit will be
     realized.  Since  utilization  of  net  operating loss carryforwards is not
     assured, no benefit for future offset of taxable income has been recognized
     in  the  accompanying  financial  statements.

e)   Long-lived  Assets

     The Company reviews for the impairment of long-lived assets whenever events
     or  changes  in circumstances indicate that the carrying amount of an asset
     may  not  be  recoverable.  An  impairment  loss  would  be recognized when
     estimated  future  cash  flows expected to result from the use of the asset
     and its eventual disposition are less than its carrying amount. The Company
     has  not  identified  any  such  impairment  losses.

f)   Use  of  Estimates

     The  preparation  of  the Company's financial statements in conformity with
     generally  accepted accounting principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial  statements  and  accompanying notes. Actual results could differ
     from  those  estimates.

g)   Provider  Contracts

     Healthcare  provider  contracts  are contracts between a preferred provider
     organization  ("PPO")  and  physicians,  hospitals and ancillary healthcare
     providers which, among other things, provide a discount to an employer when
     an  injured  employee  is treated by the healthcare provider. The discounts
     the  PPO  network  obtains  from the healthcare providers are normally less
     than  the  maximum  rate  allowed  by applicable state fee schedules, or if
     there  is  no  state  fee  schedule,  at  rates  below  usual and customary
     allowables  for  work-related injuries and illnesses. During 1998 and 1999,
     the  Company  acquired  the provider contracts of two entities which had no
     operations  other  than  the  development  of  PPO  networks.  Once the PPO
     networks  were  developed, the previous owners were to begin selling access
     to  their  network  of  providers and receive fees from potential customers
     when  an  injured  employee  was  treated  by  a  contracted  provider.

     In  the above referenced acquisitions, the Company was acquiring healthcare
     provider  contracts  in  order  to  expand  the size of its networks. These
     acquisitions  did  not  result in the acquisition of customers or revenues.
     These  acquisitions  of provider contracts were funded with the issuance of
     Company  common  stock,  and  because the Company would earn revenue in the
     future from the acquired provider contracts, the Company recorded the value


                                       24
<PAGE>
     of  the  stock  issued  as  an  intangible asset. Amounts paid for provider
     contracts  are  being amortized to expense on the straight-line method over
     the  estimated  useful  lives  of  the  contracts of ten years. Accumulated
     amortization  aggregated  $38,080  and  $24,345 at March 31, 2002 and 2001,
     respectively.

h)   Comprehensive  Income  (Loss)

     Comprehensive  income  is  defined  as all changes in shareholders' equity,
     exclusive  of  transactions  with  owners,  such  as  capital  instruments.
     Comprehensive income includes net income or loss, changes in certain assets
     and  liabilities  that  are reported directly in equity such as translation
     adjustments on investments in foreign subsidiaries, changes in market value
     of certain investments in securities and certain changes in minimum pension
     liabilities. The Company's comprehensive loss was equal to its net loss for
     the  years  ended  March  31,  2002  and  2001.

i)   Revenue  Recognition

     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  customers'  medical  bills which produces a savings. The Company's
     revenue  is  a  contractual percentage of the savings realized. At the time
     the  contractual  discounts  are  applied,  the  revenue  is  realized  and
     collection  is  reasonably  assured.  The  adoption of SEC Staff Accounting
     Bulletin  No.  101  -  "Revenue Recognition in Financial Statements" had no
     affect on the Company's revenue recognition policies. Losses are recognized
     when  reasonable  estimates  of  the  amount  of  the  loss  can  be  made.


                                       25
<PAGE>
j)   Earnings  (Loss)  Per  Share

     The  Company computes net loss per share pursuant to Statement of Financial
     Accounting Standards No. 128 "Earnings Per Share". Basic net loss per share
     is computed by dividing income or loss applicable to common shareholders by
     the  weighted  average  number  of  shares  of  the  Company's common stock
     outstanding  during the period. Diluted net loss per share is determined in
     the  same  manner  as  basic  net  loss per share except that the number of
     shares  is  increased  assuming  exercise  of  dilutive  stock  options and
     warrants  using  the  treasury  stock method and dilutive conversion of the
     Company's  convertible  debt.

     During the year ended March 31, 2002, options to purchase 848,400 shares of
     common stock and warrants to purchase 1,070,128 shares of common stock were
     excluded  from  the calculation of earnings per share since their inclusion
     would  be  antidilutive.  During the year ended March 31, 2002, the Company
     issued  $600,000  principal  amount  on  its  three  year  10%  convertible
     subordinated unsecured notes. The principal balance and accrued interest as
     of  March 31, 2002, were convertible into 1,824,868 shares of common stock.
     Additionally, the Company had outstanding principal amount on two notes due
     to  a  shareholder  which  were  convertible  into 466,247 shares of common
     stock.  These  shares  were  excluded  from the calculation of earnings per
     share  as  their  inclusion  would  be  antidilutive.

     During the year ended March 31, 2001, options to purchase 577,900 shares of
     common  stock  and  warrants to purchase 70,128 shares of common stock were
     excluded  from  the calculation of earnings per share since their inclusion
     would  be antidilutive. Additionally, during the year ended March 31, 2001,
     150,000  shares  of  common stock which would result from conversion of the
     Company's  convertible  debt were excluded from the calculation of earnings
     per  share  since  their  inclusion  would  be  antidilutive.

k)   Stock-Based  Compensation

     On  September  5,  2001,  the  Company  granted options to purchase 300,000
     shares  of  common  stock to certain employees at an exercise price of $.50
     per  share,  which  was  the  fair  market  value on the date of grant. The
     options  vest  over  a  three-year period from the date of option grant. On
     December 7, 2000, the Company granted options to purchase 577,900 shares of
     common  stock  to certain employees and a non-employee at an exercise price
     of  $.25  per  share, which was the fair market value on the date of grant.
     Vesting  periods range from immediate upon the date of grant to three years
     from  the option grant date. These stock options were issued under the 2000
     Long-Term  Incentive  Plan  (the  "Plan").  The  Plan  was  approved by the
     Company's  shareholders at its annual shareholder meeting held in September
     2001.  No  compensation  expense  has been recorded related to these option
     grants  because  the  exercise price of the options equaled or exceeded the
     fair  market  value  of the underlying common stock on the date of grant or
     the  fair  value  of  the  option  was  nominal.

l)   Fair  Value  of  Financial  Instruments

     The  fair  value  of  financial instruments, primarily accounts receivable,
     accounts payable and notes payable, closely approximate the carrying values
     of  the  instruments  due to the short-term maturities of such instruments.

m)   Reclassifications

     The  Company has reclassified certain cost of sales to selling, general and
     administrative  expenses  for  the year ended March 31, 2001, to facilitate
     comparison  to  the  year  ended  March  31,  2002.

n)   New  Accounting  Pronouncements

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statements  of  Financial  Accounting  Standards No. 141 "Business Combinations"
("SFAS  141")  and  No.  142 "Goodwill and Other Intangible Assets ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001, to be
accounted  for  under  the  purchase  method.  For all business combinations for
which  the  date  of  acquisition  is  after June 30, 2001, SFAS 141 establishes
specific  criteria  for  the  recognition  of  intangible assets separately from


                                       26
<PAGE>
goodwill  and  requires  unallocated  negative  goodwill  to  be  written  off
immediately  as an extraordinary gain, rather than deferred and amortized.  SFAS
142  changes  the  accounting  for goodwill and other intangible assets after an
acquisition.  The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and  intangible  assets  with  definitive lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives  will  no  longer be limited to forty years.  The Company does not believe
that  the  adoption  of  these  statements  will  have  a material effect on its
financial  position,  results  of  operations  or  cash  flows.

     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS  143 "Asset
Retirement  Obligations."  SFAS  143  establishes  accounting  requirements  for
retirement  obligations  associated with intangible long-lived assets, including
1)  the  timing  of  the  liability  recognition,  2) initial measurement of the
liability,  3)  allocation  of  asset  retirement cost to expense, 4) subsequent
measurement  of  the liability and 5) financial statement disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the related long-lived asset and subsequently allocated to expense using the
systematic  and rational method.  The Company will adopt the statement effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from  the  adoption  of  SFAS  143  will be reported as a cumulative effect of a
change  in  accounting  principle.  At  this time, the Company cannot reasonably
estimate the effect of the adoption of this statement on its financial position,
results  of  operations  or  cash  flows.

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


                                       27
<PAGE>
Note 3.   Notes  Payable  to  Related  Parties

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                  March 31,
                                                             ------------------
                                                               2002      2001
                                                             --------  --------
<S>                                                          <C>       <C>
Convertible notes payable to a shareholder, with interest
  payable monthly at 15% per annum.  The Company was
  paying $5,000 per month on the notes, which included
  both principal and interest.  The notes are personally
  guaranteed by two officers of the Company.  On March
  31, 2002, the Company renegotiated the terms of the
  notes which were originally convertible into Company
  common stock at an average conversion price of $1.50
  per share and due April 1, 2003.  The notes are now due
  April 1, 2004, and are convertible into Company common
  stock at any time prior to April 1, 2004 at a conversion
  price of $.36 per share.  The Company issued 150,000
  shares of its common stock in connection with these
  notes, the cost of which was recorded as loan fees and
  amortized using the interest yield method over the
  original term of the notes.                                $167,849  $200,000

Short-term note payable with interest at 10% per annum
  and principal and interest due June 30, 2002.  Subsequent
  to year-end, this note was extended to December 31,
  2002.                                                       100,000        --

Three-year 10% convertible subordinated unsecured notes
  to shareholders due June and October 2004.  Interest is
  either accrued or paid quarterly, as determined by the
  Board of Directors.  The notes are convertible into
  Company common stock at conversion prices ranging
  from $.325 to $.36 per share anytime prior to their
  maturity in June and October 2004.                          600,000        --
                                                             --------  --------
Total                                                        $867,849  $200,000
                                                             ========  ========
</TABLE>

     On  March  31,  2001, $129,225 of principal and $7,935 of interest due on a
note  to  an executive officer and director was converted into 548,639 shares of
the  Company's  restricted common stock and $130,000 of principal and $15,524 of
interest  due on a note to another director was converted into 582,094 shares of
the  Company's  restricted  common  stock.  These  sales  were  negotiated sales
between  the  Company and the executive officer and director.  The notes did not
include  conversion  features.

     On  June  29,  2000, $300,000 of advances due under a note to a shareholder
and a director of the Company was converted into 400,000 shares of the Company's
restricted common stock and $134,787 of principal and $44,193 of interest due on
convertible notes payable to another shareholder, who was formerly a director of
the  Company,  was  converted  into  238,640  shares of the Company's restricted
common  stock.  These  sales  were  negotiated  sales  between  the  Company and
directors.  The  notes  did  not  include  conversion  features.


                                       28
<PAGE>
Note 4.   Commitments and Contingent Liabilities

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

<TABLE>
<CAPTION>
                    Years Ending March 31,
                    ----------------------
<S>                                               <C>
                           2003                   $228,168
                           2004                    233,890
                           2005                    234,240
                           2006                    120,085
                                                  --------
                              Total               $816,383
                                                  ========
</TABLE>

     One  of  the  Company's  subsidiaries,  Rockport  Group of Texas, Inc., has
issued  1,000  shares  of its 8%, cumulative, non-participating preferred stock.
The  stock  is  redeemable  at the option of the holder at $200 per share and is
redeemable out of future cash flows of the Company.  These shares are owned by a
director  of  the  Company  and  were  issued  prior  to  the  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,  2002.  During  the year ended March 31, 2002, Mr.
Baldwin  earned  $78,000  from  this  agreement.  Mr.  Baldwin  has a consulting
agreement  with  the  Company  effective April 1, 2001, whereby he is to perform
various management services to the Company and earns a consulting fee equal to a
two  percent  (2%)  overwrite on the gross fees earned of the Company's workers'
compensation  network.  During the year ended March 31, 2002, Mr. Baldwin earned
$34,493  from  this  agreement.  This  agreement  has  a  one-year  term  and
automatically  renews  for  one-year  periods  thereafter  unless  either  party
terminates  the  agreement  within  thirty  days  prior to the end of any annual
period. This agreement automatically renewed effective April 1, 2002.  The above
described amounts are included on the balance sheet at March 31, 2002, under the
category  entitled  "Due  to  directors,  officers  and  employees."

Note 5.   Stock  Options  and  Warrants

     Long-Term  Incentive  Plan

     On  December  7,  2000,  the  directors  of  the  Company  adopted the 2000
Long-Term  Incentive  Plan (the "Plan").  The Plan was approved by the Company's
shareholders at its annual shareholder meeting held in September 2001.  The Plan
provides  for  the granting of awards of up to 1,000,000 shares of the Company's
common  stock to key employees, directors and other persons who have contributed
or  are  contributing  to  the Company's success.  Awards under the Plan will be
granted as determined by the Company's Board of Directors.  The options that may
be granted pursuant to the Plan may be either incentive stock options qualifying
for  beneficial  tax  treatment for the recipient or nonqualified stock options.
As  of  March  31,  2002,  incentive  stock  options  to purchase 798,400 shares
exercisable  at  prices  ranging  from  $.25  to $.50 per share that vest over a
three-year  period  were outstanding.  As of March 31, 2002, non-qualified stock
options  to purchase 50,000 shares exercisable at $.25 per share and immediately
exercisable  were  outstanding.


                                       29
<PAGE>
     Stock  option  activity  during  the  periods  indicated  is  as  follows:

<TABLE>
<CAPTION>
                                                               Weighted
                                                Number of       Average
                                                  Shares    Exercise Price
                                                ----------  ---------------
<S>                                             <C>         <C>
     Outstanding, March 31, 2000                       --   $            --
         Granted                                  577,900               .25
         Exercised                                     --                --
         Forfeited                                     --                --
         Expired                                       --                --
                                                ----------  ---------------
     Outstanding, March 31, 2001                  577,900               .25
         Granted                                  300,000               .50
         Exercised                                     --                --
         Forfeited                                (29,500)              .25
         Expired                                       --                --
                                                ----------  ---------------
     Outstanding, March 31, 2002                  848,400   $           .34
                                                ==========  ===============
     Exercisable, March 31, 2002                  266,133   $           .25
                                                ==========  ===============
</TABLE>

     At  March  31,  2002,  the  range  of  exercise prices and weighted average
remaining  contractual  life  of  outstanding  options  was  $.34  and  3 years,
respectively.  The  weighted average grant date fair value of the options issued
in  2002  and  2001  amounted  to  $.4818  and  $.2482,  respectively.

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

<TABLE>
<CAPTION>
                                               March 31,     March 31,
                                                  2002          2001
                                              ------------  ------------
<S>                                          <C>           <C>
     Net loss:
       As reported                            $(1,389,173)  $(1,666,058)
       Pro forma                              $(1,518,107)  $(1,746,139)

     Net loss per share - basic and diluted:
       As reported                            $     (0.10)  $     (0.18)
       Pro forma                              $     (0.11)  $     (0.19)
</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  6%;  volatility  of  204.2%  and  265.2%,  2002  and 2001,
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  between the closing bid and asked price.  The consulting services
agreement is for a period of ten years, however, the warrants issued pursuant to
the  consulting  agreement  vested  immediately  and  are  currently exercisable
regardless  of  whether  the  consulting  agreement  is  terminated prior to the
expiration  of  its  ten-year  term.  Since  the  warrants  are  immediately
exercisable,  the  Company has expensed the full amount of the fair value of the


                                       30
<PAGE>
warrants  issued  as  of  the date of issuance, which was $345,000.  No warrants
have  been  exercised  as of March 31, 2002.  The fair value of the warrants was
estimated at the date of grant using the Black-Scholes option pricing model with
the  following assumptions: risk free rate of 6%; volatility of 320%; no assumed
dividend  yield  and  an  estimated  life  of  three  years.

     During  the  fiscal year ended March 31, 2000, the Company sold warrants to
purchase  70,128  shares  of  restricted common stock of the Company at any time
until  September 1, 2002, at a price of $1.75 per share.  The warrants were sold
for  $.25 per warrant.  Total proceeds from the sale of the warrants amounted to
$17,532.  None  of  these  warrants  have  been  exercised as of March 31, 2002.

Note 6.   Related Party Transactions

     See Note 3 "Notes Payable to Related Parties" for a discussion of financing
provided  by  related  parties.

     See  Note  4  "Commitments  and Contingent Liabilities" for a discussion of
legal  and  management  services  being  provided  by  Mr.  Baldwin.

     During  the year ended March 31, 2001, the Company sold 4,060,838 shares of
its  common stock to two directors of the Company at prices ranging from $.20 to
$.75  per  share  for  total  proceeds  of  $1,151,020.

     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  years  ended  March 31, 2002 and 2001, Bannon earned $34,493 and
$19,954,  respectively.

Note 7.   Going Concern

     The  accompanying  financial  statements  have  been prepared assuming that
Rockport  Healthcare  Group, Inc. will continue as a going concern.  The Company
has incurred an accumulated net loss of $7,148,819 through March 31, 2002.  This
matter  raises  substantial  doubt  about the Company's ability to continue as a
going  concern.

     The  Company  has  funded its operations through the sale of Company common
stock,  borrowed  funds from outside sources and converted employee and director
debt  to  common stock of the Company.  On June 11, 2001, the Company's Board of
Directors  approved  the issuance of an aggregate principal amount of $1,000,000
in  the  form  of  three-year 10% convertible subordinated unsecured notes.  The
notes  are  convertible  at  the  average  of  the  high  bid  and low ask stock
quotations  on  the  date  of  funding  and interest is payable quarterly out of
available  cash  flow  from  operations  as determined by the Company's Board of
Directors,  or  if not paid but accrued, will be paid at the next fiscal quarter
or  at  maturity.  As  of  March  31,  2002,  of  the  three-year  convertible
subordinated  unsecured  notes, the Company had issued notes to two directors in
the  aggregate  amount  of $350,000 and an individual in the aggregate amount of
$250,000,  for  total  borrowings of $600,000.  These notes are convertible into
Company  common  stock at conversion prices ranging from $.325 to $.36 per share
anytime  prior  to  June  and  October  2004.  The conversion price of $.325 was
determined  by  the  average  of  the  high  bid ($.36) and low ask ($.29) stock
quotations  on the date of funding.  The conversion price of $.36 was determined
by the average of the high bid ($.39) and low ask ($.33) stock quotations on the
dates  of  funding.  As  a  result,  there are no beneficial conversion features
associated  with  these  notes.

     Management  believes  that the necessary funding to implement the Company's
business  plan  has  been  obtained  and that no additional funding is required.
However,  at  the present time, the Company does not have any significant credit
facilities  available  with financial institutions or other third parties and if
additional  funding  is  required, it will be dependent upon external sources of
financing  or  loans  from its officers, directors and shareholders.  Should the
Company  experience  a  shortfall in operating cash flow, the Company may not be
able to proceed prospectively, and therefore, would no longer anticipate being a
going  concern.



                                       31
<PAGE>
Note 8.   Income Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2002  and  2001,  are as follows:

<TABLE>
<CAPTION>
                                                       March 31,
                                            -------------------------------
                                                2002               2001
                                            ------------       ------------
<S>                                         <C>                <C>
     Accrual to cash conversion             $   283,100        $    13,700
     Net operating loss carryforwards         1,623,400          1,713,000
     Valuation allowance                     (1,906,500)        (1,726,700)
                                            ------------       ------------
         Net deferred tax asset             $        --        $        --
                                            ============       ============
</TABLE>

     The  increase  in the valuation allowance during fiscal 2002 of $179,800 is
the  result  of  additional  losses  incurred  during  the  year.

     As  of  March 31, 2002, the Company has net operating loss carryforwards of
approximately  $4,775,000  which  begin  to expire in 2012 through 2022.  Future
utilization of the net operating loss carryforwards may be limited by changes in
the  ownership  of  the  Company under section 382 of the Internal Revenue Code.

     The  difference  between the actual income benefit of zero for fiscal years
2002  and  2001  and the expected benefit using the statutory income tax rate of
34% results from the 100% valuation allowance on the deferred tax assets at each
year  end.

Note 10.  Significant Concentration

     The  Company  had  two  clients,  each  which provided more than 10% of the
Company's  revenue  for  the  year ended March 31, 2002.  Those clients were the
Texas  Association  of  School  Boards,  representing  in  excess  of 400 school
districts  within  the  State of Texas, which contributed 14.4% of total revenue
and  EOS  Group,  Inc.  (formerly Foundation Health Medical Research Management,
Inc.  aka  Reviewco) which provided 13.5% of the Company's revenue.  The Company
had  two  clients,  each  which  had  in excess of 10% of the Company's accounts
receivable  balance  at  March  31, 2002.  These two clients represented 33% and
17%,  respectively,  of  the  Company's  accounts  receivable  balance.



                                       32
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     This information was "previously reported," as defined in Rule 12b-2 of the
Exchange  Act.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVER OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLINCE WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The Company's directors and executive officers are as follows:

     NAME                   AGE          OFFICE HELD
     ----                   ---          -----------

     Harry M. Neer           62  Director, Chief Executive Officer,
                                 President

     Larry K. Hinson         56  Director, Chief Financial Officer,
                                 Secretary, and Treasurer

     John K. Baldwin         68  Chairman of the Board

     Eric H. Kolstad         41  Director

     Carl A. Chase           52  Sr. Vice President - Budgets & Controls

     Gregory H. Neer         34  Sr. Vice President - Operations

     Mark C. Neer            38  Sr. Vice President - Business Development

     William W. Wollenberg   48  Sr. Vice President - National Marketing &
                                 Sales

     Harry  M. Neer.  Mr. Neer has been President, Chief Executive Officer and a
director  of  Rockport  since  1997.  Mr.  Neer has a Masters degree in Hospital
Administration  and  his  entire  career has been in the healthcare delivery and
managed  healthcare  industry.  Mr.  Neer's  experience  includes  serving  as
President  of  USA  Health  Network,  as Division Vice President of the Hospital
Corporation  of  America and as President of the Presbyterian Hospital System in
Oklahoma  City,  Oklahoma.  Prior  to  1993,  Mr.  Neer was a consultant for USA
Healthcare  Network,  Inc.  and Columbia Hospital Systems.  From January 1993 to
October  1994,  Mr.  Neer was President of USA Health Holding, a holding company
for  a  group  of  managed healthcare companies.  From November 1994 to November
1997, Mr. Neer was a principal of Rockport Group of Texas, Inc.  Mr. Neer is the
father  of  Gregory  H.  Neer  and  Mark  C.  Neer.

     Larry  K.  Hinson.  Mr. Hinson has been Chief Financial Officer, Secretary,
Treasurer  and  a director of Rockport since 1997.  Mr. Hinson has a Bachelor of
Business Administration degree with a major in accounting from the University of
Texas.  Mr.  Hinson  has  30  years'  experience  as  a CPA in a wide variety of
industries, primarily in the insurance and healthcare industries.  He has served
as  Chief  Financial Officer of USA Healthcare Network, Inc., Vice President and
Treasurer  of  Reserve Life Insurance Company of Dallas, Texas, and was formerly
with  KPMG,  LLP  in Dallas and Austin, Texas.  From March 1989 to October 1994,
Mr.  Hinson  was Vice Chairman and Chief Financial Officer of USA Health Holding
Company  and its subsidiaries and also served as President of USA Health Network
Company.  From November 1994 to November 1997, Mr. Hinson was a principal of The
Rockport  Group  of  Texas,  Inc.


                                       33
<PAGE>
     John K. Baldwin.  Mr. Baldwin has been Chairman of the Board and a director
of  Rockport since 1997.  Mr. Baldwin is an attorney and possesses an MBA degree
in  finance.  During  the  period  1961  through  1970,  Mr.  Baldwin  served as
corporate  counsel  and  held various executive positions with Litton Industries
and  Dart Industries. Thereafter, as an entrepreneur, he founded businesses that
operated  profitably  in  the  areas of real estate development, direct sales to
consumers  and  providing  marketing  and  financial  services  to  healthcare
providers.  His  wholly  owned  Athena Company, a direct marketing business, was
sold  to  the  Gillette  Company  in  1976.  In 1977, Mr. Baldwin co-founded and
served  as  Vice  Chairman  of  American  Sterling  Corporation  that engaged in
providing  insurance  and  data  processing  services  to  major  financial
institutions.  This  business  was  sold  to  Zurich  Insurance Company in 1997.

     Eric  H.  Kolstad.  Mr. Kolstad has been a director of Rockport since March
2000.  Mr. Kolstad is currently an investment advisor with Capstone Investments,
Newport  Beach, California.  In 1985, Mr. Kolstad joined Merrill Lynch's Private
Client Group in Newport Beach and then in 1997 joined Capstone Investments.  Mr.
Kolstad,  in  addition  to  his  Capstone responsibilities, is currently General
Partner  of  Cristal  Investments,  LLC, the general partner of a hedge fund for
accredited  investors.

     Carl  A.  Chase.  Mr.  Chase  has  been  Senior  Vice President - Budgets &
Controls  for  Rockport  since  April  2001.  Mr.  Chase  received a Bachelor of
Accountancy  degree  from  the University of Oklahoma in 1975.  Prior to joining
Rockport, Mr. Chase was an independent consultant to Rockport from June 2000 and
from  August  1999  to  May 2000, was Chief Financial Officer of ClearWorks.net,
Inc.  Mr.  Chase  also  served  as  Chief  Financial  Officer  of  Bannon Energy
Incorporated,  an  independent oil and gas company, from December 1992 to August
1999.  Mr.  Chase  has  over  25  years'  experience  in  the  areas of finance,
accounting  and  administration  with both private and public companies.  He has
held  various  positions  with  both major and independent oil and gas companies
where  his  responsibilities  included  SEC  reporting and compliance, obtaining
financing  for  capital  programs,  mergers  and  acquisitions,  budgeting  and
forecasting  and  policies,  procedures  and  internal  controls.

     Gregory  H.  Neer.  Mr.  Neer joined the Company in May 1997 as Director of
MIS  which  ended  March  2001  and  was  promoted  to  Senior  Vice President -
Operations  effective as of April 2001.  Mr. Neer's responsibilities include the
development  and  maintenance  of  the  Company's proprietary repricing software
system.  Mr.  Neer  has in excess of 6 years' experience in information systems,
sales  and  project  management.  Through  the  past  four  years,  Mr. Neer has
improved and maximized companies' resources through development of user-friendly
interfaces  including:  Information  System  Consultant for Vauter Door Co. from
August  1993 to January 1994, where he created and developed an interactive door
manufacturing  Windows'  based application while working closely with management
and  staffed  employees  to  tailor  the  program  to  specific  needs and Sales
Engineer/Project  Manager  for Stewart & Stevenson Services from October 1994 to
May  1997,  where  he  created  and  integrated Microsoft Access applications to
track, manage and analyze trends and the status of requests for quotes, business
contracted  and  loss.

     Mark  C.  Neer.  Mr.  Neer  joined  the  Company  in  January  2000 as Vice
President  -  Business  Development  which  ended March 2001 and was promoted to
Senior  Vice  President  - Business Development effective as of April 2001.  Mr.
Neer  has  a  Bachelors  degree  in  English  Literature  with a double minor in
Business  Administration  and  Psychology.  Mr.  Neer  has  over  twelve  years'
experience  in  physician  practice  management  and  healthcare consulting.  He
served  as  Director  of  Regional  Operations  for  CareSelect Group, Inc. from
October  1996 to February 2000, a national physician practice management company
with  responsibility  for  22  specialty  physicians,  over 120 employees and an
annual  budget  of $15 million in revenue.  Prior to CareSelect, Mr. Neer served
as  a  principal and senior healthcare consultant for Tactical Integration, Inc.
from  June  1994 to October 1996, representing Baylor College of Medicine, OrNda
Health  Care  Systems,  Cigna  Health Care, and Blue Cross/Blue Shield of Texas.
From  1988  to  1994,  Mr.  Neer  served  as  the  Administrator  for a group of
occupational  medical  clinics  with responsibility for operating the facilities
and  developing  the  marketing  programs  that  met  industries'  needs."

     William  W.  Wollenberg.  Mr.  Wollenberg  has been Senior Vice President -
National  Marketing and Sales since 1998.  Mr. Wollenberg has a Bachelors degree
in  Criminal  Justice Administration from Arizona State University in 1977.  Mr.
Wollenberg  has  in  excess  of 20 years' experience in the healthcare industry.
Prior  to 1987, Mr. Wollenberg held various management positions in the workers'
compensation  healthcare  industry.  From  1987 to 1991, Mr. Wollenberg was Vice
President  and co-founder of Work Reconditioning Systems, Inc., which was one of
the  first nationally recognized industrial based work hardening programs.  From
1991  to  1998,  Mr.  Wollenberg  was Senior Sales Manager and National Accounts
Director  for  CCN/Medview  Services,  Inc.  in  Monument,  Colorado.


                                       34
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors,  executive  officers  and  persons who own beneficially more than ten
percent  of  the  common  stock of the Company, to file reports of ownership and
changes  of ownership with the SEC.  Based solely on the reports received by the
Company  and  on  written  representations  from  certain reporting persons, the
Company  believes  that  the  directors, executive officers and greater than ten
percent beneficial owners have complied with all applicable filing requirements.

ITEM 10.  EXECUTIVE  COMPENSATION

     The  following  table  sets forth in summary form the compensation received
during each of the last three successive completed fiscal years by the Company's
named  executive  officers:

<TABLE>
<CAPTION>
                                  SUMMARY COMPENSATION TABLE

                                     ANNUAL COMPENSATION            LONG TERM COMPENSATION
                                  --------------------------   ---------------------------------
                                                                            AWARDS
                                                               ---------------------------------
                                                                                    Securities
Name and                  Fiscal                                Restricted Stock    Underlying
Principal Position         Year     Salary ($)     Bonus ($)       Awards ($)       Options (#)
------------------------  ------  --------------  -----------  ------------------  -------------
<S>                       <C>     <C>             <C>          <C>                 <C>
Harry M. Neer               2002  $  150,000           --                  --             --
President and Chief         2001  $  150,000           --                  --        150,000
Executive Officer           2000  $  106,500 (1)       --                  --             --
------------------------  ------  --------------  -----------  ------------------  -------------
Larry K. Hinson,            2002  $  150,000           --                  --        100,000
Chief Financial Officer,    2001  $  150,000           --                  --        125,000
Secretary and Treasurer     2000  $  109,500 (1)       --                  --             --
------------------------  ------  --------------  -----------  ------------------  -------------
Carl A. Chase               2002  $  120,000           --   $          25,000 (2)         --
Senior Vice President -     2001          --           --                  --         50,000 (2)
Budgets & Controls
------------------------  ------  --------------  -----------  ------------------  -------------
Gregory H. Neer             2002  $  108,333           --                  --        100,000
Senior Vice President -     2001  $   70,000           --                  --         53,500
Operations                  2000  $   67,500           --                  --
------------------------  ------  --------------  -----------  ------------------  -------------
Mark C. Neer                2002  $  130,000           --                  --        100,000
Senior Vice President -     2001  $  130,000           --                  --         20,000
Business Development        2000  $   16,250           --                  --
------------------------  ------  --------------  -----------  ------------------  -------------
William W. Wollenberg       2002  $  240,000           --                  --             --
Senior Vice President -     2001  $  221,250      $45,789 (3)              --         37,500
National Marketing and      2000  $  240,000      $10,623 (3)              --
Sales
------------------------  ------  --------------  -----------  ------------------  -------------

<FN>
---------------

(1)  Does  not  include  salary  that  was accrued to Messrs. Neer and Hinson at
     March  31,  2000  of  $21,000  and  $3,000, respectively, which accrual was
     reversed during the year ended March 31, 2001. Does include management fees
     paid  to  Messrs.  Neer  and  Hinson  of $80,000 and $82,000, respectively.
(2)  On  April 1, 2001, Mr. Chase was issued 100,000 shares of restricted common
     stock  valued at $25,000 in accordance with his employment agreement and on
     December  7,  2000, Mr. Chase was granted 50,000 nonqualified stock options
     for  consulting  services.
(3)  Mr.  Wollenberg  earned total commissions of $45,789 during the fiscal year
     ended  March  31,  2001,  of which $23,289 was paid through the issuance of
     93,157  shares  of  common  stock,  $18,750 was paid in cash and $3,750 was
     accrued  and  paid  in  cash  in  April  2001.  Mr. Wollenberg earned total
     commissions  of  $10,623  during  the  fiscal year ended March 31, 2000, of
     which  $9,500 was paid in cash during the fiscal year ended March 31, 2000,
     and  $1,123  was  accrued and subsequently paid during the year ended March
     31,  2001  through  the  issuance  of  4,492  shares  of  common  stock.
</TABLE>


                                       35
<PAGE>
Option  Issuances

     The  following table sets forth information concerning individual grants of
stock options made during the fiscal year ended March 31, 2002, to the Company's
named  executive  officers:

<TABLE>
<CAPTION>
                               OPTION GRANTS IN LAST FISCAL YEAR
                                      (Individual Grants)

                      Number of
                     Securities       Percent of Total Options
                     Underlying        Granted to Employees in    Exercise or Base   Expiration
Name             Options Granted (#)         Fiscal Year          Price ($/Share)       Date
---------------  -------------------  -------------------------  ------------------  ----------
<S>              <C>                  <C>                        <C>                 <C>
Larry K. Hinson              100,000                      33.3%  $              .50      9/5/05
Gregory H. Neer              100,000                      33.3%  $              .50      9/5/05
Mark C. Neer                 100,000                      33.3%  $              .50      9/5/05
</TABLE>

     As  of  March  31, 2002, incentive stock options to purchase 848,400 shares
exercisable  at  $.25 and $.50 per share that vest over a three-year period were
outstanding  under  the Company's 2000 Long-Term Incentive Plan. Of this amount,
686,000  were issued to executive officers of the Company. As of March 31, 2002,
nonqualified  stock  options  to  purchase  50,000  shares  were  granted  to an
executive  officer of the Company, exercisable at $.25 per share and immediately
exercisable.  As  of  March  31,  2002,  options to purchase 151,600 shares were
available  to  be  granted  pursuant  to  the  2000  Long-Term  Incentive  Plan.

<TABLE>
<CAPTION>
                           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                  AND FISCAL YEAR-END OPTION VALUES


                    Shares                      Number of Securities      Value of Unexercised
                 Acquired on      Value        Underlying Unexercised         In-the-Money
Name             Exercise (#)  Realized ($)     Options at FY-End (#)     Options at FY-End ($)
---------------  ------------  ------------  ---------------------------  ---------------------------
                                             Exercisable  Unexercisable   Exercisable  Unexercisable
                                             -----------  --------------  -----------  --------------
<S>              <C>           <C>           <C>          <C>             <C>          <C>
Harry M. Neer              --            --       50,000         100,000           --              --
Larry K. Hinson            --            --       41,667         183,333           --              --
Carl A. Chase              --            --       50,000              --           --              --
Gregory H. Neer            --            --       17,833         135,667           --              --
Mark C. Neer               --            --        6,667         113,333           --              --
William W.
    Wollenberg             --            --       12,500          25,000           --              --
</TABLE>

     The closing price of the Company's common stock as of the end of the fiscal
year ended March 31, 2002, was $.24 per share.  Since the exercise prices of the
options  listed  above  are  $.25  and  $.50  per  share,  the  options were not
in-the-money  as  of  the  end of the Company's fiscal year, and no value is set
forth  in  the  above  table  under  Securities  and  Exchange Commission rules.

Equity  Compensation  Plans

     The  following  table  sets  forth  information, as of March 31, 2002, with
respect  to  the  Company's  compensation  plans  under  which  common  stock is
authorized  for  issuance:


                                       36
<PAGE>
<TABLE>
<CAPTION>
                                                                               Number of Securities
                             Number of Securities                            Remaining Available for
                              To be Issued Upon        Weighted Average       Future Issuance Under
                           Exercise of Outstanding    Exercise Price of        Equity Compensation
                            Options, Warrants and    Outstanding Options,  Plans (Excluding Securities
                                    Rights           Warrants and Rights      Reflected in Column A)
Plan Category                        (A)                     (B)                        (C)
-------------------------  ------------------------  ----------------------  -------------------------
<S>                        <C>                       <C>                     <C>
Equity Compensation Plans
Approved by Security
Holders                                 898,400                     $  .333             151,600
Equity Compensation Plans
Not Approved by Security
Holders                               1,000,000 (1)                 $  .345                 --
                           ---------------------------------------------------------------------------
    Total                             1,898,400                     $   .34             151,600

<FN>

(1)  In  conjunction with a consulting services agreement with George Bogle, the
     Company  issued  warrants to purchase 1,000,000 shares of restricted common
     stock  at  any time until November 25, 2011, at a price of $.345 per share,
     the  fair  market  value  on the date of grant, which was determined by the
     mean  of  the  closing  bid  and  asked price, and immediately exercisable.
</TABLE>

Employment Contracts and Termination of Employment and Change-in-Control
Agreements

     The  Company  has entered into identical employment agreements with Messrs.
Neer  and  Hinson.  The  employment  agreements  have  one-year  terms  expiring
December  31,  2001,  which  are  automatically  renewed for successive one-year
periods,  unless terminated by either party on three months notice, whereby each
individual  receives  a  fixed  annual  salary  of  $150,000.  If  the  Company
terminates  the  employment agreement without cause before the expiration of the
agreement,  the  terminated  executive  will receive a lump-sum payment equal to
one-half  of  his  base  annual  salary.  Mr.  Chase  has  a one-year employment
agreement expiring March 31, 2002, which is automatically renewed for successive
one-year  periods,  unless  terminated  by  either party on three months notice,
whereby  he  receives  a  fixed annual salary of $120,000 and a sign-on bonus of
100,000  shares  of  restricted  common  stock.  If  the  Company terminates the
employment  agreement  without cause before the expiration of the agreement, Mr.
Chase  will  receive  a  lump-sum  payment  equal to one-half of his base annual
salary.  Mr.  Wollenberg  has  a two-year employment agreement expiring December
31, 2002, whereby he receives a fixed annual salary of $150,000 and a commission
based  on  various  percentages  of revenues earned by the Company from business
directly  attributable to his efforts.  If the Company terminates the employment
agreement  without  cause before the expiration of the agreement, Mr. Wollenberg
will  receive a lump-sum payment equal to one and one-half times his base annual
salary.  There  are  no  employment  agreements  with Gregory H. Neer or Mark C.
Neer.

Director  Compensation

     Directors  who  are  employees or consultants of the Company do not receive
any  compensation  for  serving  as directors.  All directors are reimbursed for
ordinary  and  necessary expenses incurred in attending any meeting of the Board
of  Directors or any committee thereof or otherwise incurred in their capacities
as  directors.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As  of  July  1,  2002, 13,406,572 shares of common stock were outstanding.
The  following  table  sets  forth, as of such date, information with respect to
shares  beneficially owned by: (a) each person who is known to be the beneficial
owner of more than 5% of the outstanding shares of common stock, (b) each of the
Company's  directors  and  executive  officers and (c) all current directors and
executive  officers  as  a  group.

     Beneficial  ownership  has  been  determined  in accordance with Rule 13d-3
under the Exchange Act. Under this rule, shares may be deemed to be beneficially
owned  by more than one person (if, for example, persons share the power to vote
or  the  power  to  dispose of the shares). In addition, shares are deemed to be
beneficially  owned  by  a  person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant or conversion of convertible
debt)  within sixty days of the date as of which the information is provided. In


                                       37
<PAGE>
computing the percentage ownership of any person, the amount of shares is deemed
to  include  the amount of shares beneficially owned by such person by reason of
such  acquisition  rights.  As a result, the percentage of outstanding shares of
any  person  as  shown  in  the following table does not necessarily reflect the
person's actual voting power at any particular date.

     To  the  Company's  knowledge, except as indicated in the footnotes to this
table  and  pursuant to applicable community property laws, the persons named in
the  table  have  sole voting and investment power with respect to all shares of
common  stock  shown  as beneficially owned by them. Unless otherwise indicated,
the  business  address  of the individuals listed is 50 Briar Hollow Lane, Suite
515W,  Houston,  Texas  77027.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                            NUMBER OF SHARES        PERCENTAGE OF
BENEFICIAL OWNER                            BENEFICIALLY OWNED (1)  OUTSTANDING SHARES
<S>                                         <C>                     <C>
John K. Baldwin (2)                                  5,361,870 (2)               37.5%
Harry M. Neer                                        1,146,755 (3)                8.5%
Larry K. Hinson                                        366,622 (4)                2.7%
Eric H. Kolstad (6)                                    120,983                      *
Carl A. Chase                                          381,572 (7)                2.8%
Gregory H. Neer                                         42,833 (8)                  *
Mark C. Neer                                            56,667 (9)                  *
William W. Wollenberg                                  210,149 (10)               1.6%
All Executive Officers and Directors as a            7,687,451 (11)              53.1%
group (8 persons)
Robert D. Johnson (5)                                2,495,136 (5)               18.4%
George Bogle (12)                                    1,025,000 (12)               7.1%
Robert C. Johnson (13)                                 894,994 (13)               6.3%

---------------
<FN>

*  Less  than  one  percent

(1)  As  of  July  1,  2002,  there  were  13,406,572  shares  of  common  stock
     outstanding.  This does not include any stock options or warrants which are
     currently  exercisable  or  shares  of  common  stock to be issued upon the
     conversion  of  principal and accrued interest of the Company's convertible
     notes.
(2)  Mr.  Baldwin's business address is 901 Highland Avenue, Del Mar, California
     92014.  Includes  904,517  shares  of  common  stock  underlying a $300,000
     convertible  note  and  accrued  interest  of $25,626 as of March 31, 2002.
(3)  Includes  options  to purchase 50,000 shares of common stock at an exercise
     price  of  $.25  per  share,  expiring  December  7,  2004.
(4)  Includes  options  to purchase 41,667 shares of common stock at an exercise
     price  of  $.25 per share, expiring December 7, 2004. Also includes 108,318
     shares  held  jointly  by  Mr.  Hinson  and his former spouse, of which Mr.
     Hinson  has  complete  voting  control.
(5)  Mr.  Johnson's  business address is 13606 Bermuda Dunes Ct., Houston, Texas
     77069.  Includes  150,357  shares  of  common  stock  underlying  a $50,000
     convertible  note  and  accrued  interest  of  $4,128 as of March 31, 2002.
(6)  Mr.  Kolstad's business address is 317 Stonecliffe Isle, Irvine, California
     92612.
(7)  Includes  options  to purchase 50,000 shares of common stock at an exercise
     price  of  $.25  per share, expiring December 7, 2004. Also includes 60,000
     shares  held  by  Mr.  Chase's  wife.
(8)  Includes  options  to purchase 17,833 shares of common stock at an exercise
     price  of  $.25  per  share,  expiring  December  7,  2004.
(9)  Includes  options  to  purchase 6,667 shares of common stock at an exercise
     price  of  $.25  per  share,  expiring  December  7,  2004.
(10) Includes  options  to purchase 12,500 shares of common stock at an exercise
     price  of  $.25  per  share,  expiring  December  7,  2004.
(11) Includes  options  to  purchase  178,667 shares of common stock and 904,517
     shares  of  common  stock  to  be  issued  upon  the conversion of $300,000
     convertible  notes  and  $25,626  accrued  interest  on  the  notes.


                                       38
<PAGE>
(12) Mr.  Bogle's  business  address is 916 S. Capital of Texas Highway, Austin,
     Texas 78746. Includes warrants to purchase 1,000,000 shares of common stock
     at  an  exercise  price  of  $.345  per  share, expiring November 25, 2011.
(13) Mr.  Johnson's business address is 7085 W. Belmont Dr., Littleton, Colorado
     80123.  Includes  769,994  shares  of  common  stock  underlying  $250,000
     principal amount of convertible notes and accrued interest of $15,997 as of
     March  31,  2002.
</TABLE>

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

     On  June  16,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured note to Mr. Baldwin in the amount of $300,000.  The note
is convertible into common stock at a conversion price of $.36 per share anytime
prior  to  June 2004.  As of March 31, 2002, accrued interest of $25,627 was due
to  Mr.  Baldwin.  On November 26, 2001, and January 9, 2002, Mr. Baldwin loaned
the  Company  a  total of $100,000 on a short-term note due June 30, 2002, which
due  date  was  extended  to  December  31, 2002.  As of March 31, 2002, accrued
interest of $2,781 was due Mr. Baldwin.  Mr. Baldwin 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 the annual period.  This agreement automatically
renewed  effective  April  1,  2002.  During  the year ended March 31, 2002, Mr.
Baldwin  earned  $78,000  from  this  agreement.  Mr.  Baldwin  had a consulting
agreement  with  the  Company effective April 1, 2001, whereby he was to perform
various  management services to the Company and earn a consulting fee equal to a
two  percent  (2%)  overwrite on the gross fees earned of the Company's workers'
compensation  network.  During the year ended March 31, 2002, Mr. Baldwin earned
$34,493  from this agreement.  This agreement expired on March 31, 2002, and was
not  renewed.

     On  June  9,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured  note to Mr. Robert D. Johnson in the amount of $50,000.
The  note  is  convertible  into  common stock at a conversion price of $.36 per
share  anytime  prior  to  June 2004.  As of March 31, 2002, accrued interest of
$4,128  was  due  to  Mr.  Johnson.  During September 1998, the Company acquired
Newton  Healthcare Network, LLC from Bannon Energy Incorporated, which was owned
by  Mr.  Johnson  prior to its dissolution.  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.  During
the  year  ended  March 31, 2002, Mr. Johnson earned $34,493 from this agreement

     On  June  16,  2001,  the  Company  issued  a  three-year  10%  convertible
subordinated  unsecured note to Mr. Robert C. Johnson in the amount of $150,000.
Mr.  Johnson  is  not  related to Mr. Robert D. Johnson. The note is convertible
into  common stock at a conversion price of $.36 per share anytime prior to June
2004.  On  October  30,  2001,  the  Company issued a three-year 10% convertible
subordinated  unsecured  note to Mr. Johnson in the amount of $100,000. The note
is  convertible  into  common  stock  at  a  conversion price of $.325 per share
anytime  prior  to  October  2004. As of March 31, 2002, accrued interest on the
notes  of  $15,997  was  due  to  Mr.  Johnson.

     On  November 29, 2001, the Company issued to Mr. George Bogle 25,000 shares
of  common  stock  in consideration of consulting services valued at $7,500.  On
November  26, 2001, in conjunction with a consulting services agreement with Mr.
Bogle,  the  Company  issued warrants to purchase 1,000,000 shares of restricted
common stock at any time until November 25, 2011, at a price of $.345 per share,
the  fair market value on the date of grant, which was determined by the mean of
the  closing bid and asked price, and immediately exercisable.  No warrants have
been  exercised  as  of  March  31,  2002.



                                       39
<PAGE>
                                     PART IV

ITEM 13.  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                 Amendment to Certificate of Incorporation of Registrant
                    (incorporated by reference to Exhibit 3.2 to Registrant's
                    Annual Report on Form 10-KSB/A, dated June 3, 2002)
3.3                 Bylaws of Registrant (incorporated by reference to Exhibit
                    3.2 to Registrant's Registration Statement on Form 10-SB,
                    dated July 26, 1994, SEC File No. 0-23514)
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 William W. Wollenberg
                    (incorporated by reference to Exhibit 10.1 to Registrant's
                    Annual Report on Form 10-KSB, dated June 28, 2001)
10.2                Employment Agreement with Carl A. Chase (incorporated by
                    reference to Exhibit 10.2 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.3                Employment Agreement with Harry M. Neer (incorporated by
                    reference to Exhibit 10.1 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated February 14, 2001)
10.4                Employment Agreement with Larry K. Hinson (incorporated by
                    reference to Exhibit 10.2 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated February 14, 2001)
10.5                Consulting Agreement with John K. Baldwin (incorporated by
                    reference to Exhibit 10.5 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.6                Engagement Agreement with John K. Baldwin (incorporated by
                    reference to Exhibit 10.6 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.7                Lease Agreement at 50 Briar Hollow Lane, Suite 515W Houston,
                    Texas 77027 (incorporated by reference to Exhibit 10.2 to
                    Registrant's Annual Report on Form 10-KSB/A, dated June 29,
                    2000)
10.8                2000 Long-Term Incentive Plan (incorporated by reference to
                    Exhibit 4.5 to Registrant's Form S-8, dated April 24, 2001,
                    SEC File No. 333-59476)
10.9                Amended Engagement Agreement with John K. Baldwin
                    (incorporated by reference to Exhibit 10.9 to Registrant's
                    Quarterly Report on Form 10-QSB, dated August 14, 2001)
10.10               Consulting Services agreement with George Bogle
                    (incorporated by reference to Exhibit 10.10 to Registrant's
                    Quarterly Report on Form 10-QSB/A, dated June 3, 2002)
10.11               Warrant Agreement with George Bogle (incorporated by
                    reference to Exhibit 10.11 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated June 3, 2002)
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)
23.1                Consent of Hein + Associates, LLP

     (b)  Reports  on  Form  8-K.  - The Registrant has not filed any reports on
Form 8-K during the quarter covered by this Form 10-KSB.


                                       40
<PAGE>
SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized

                              ROCKPORT  HEALTHCARE  GROUP,  INC.

                              By:   /s/ Larry K. Hinson
                                 ---------------------------------------------
                              Larry K. Hinson, Principal Accounting Officer,
                              Chief Financial Officer, Secretary and Treasurer


                              Date:  January 3, 2003


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

        Signature                         Title                        Date
        ---------                         -----                        ----



/s/ John K. Baldwin               Chairman of the Board        January 3, 2003
----------------------
John K. Baldwin

/s/  Harry  M.  Neer              President, Chief Executive   January 3, 2003
--------------------              Officer and Director
Harry  M.  Neer

/s/  Larry  K. Hinson             Secretary, Chief Financial   January 3, 2003
---------------------             Officer, Treasurer and
Larry  K.  Hinson                 Director

/s/  Eric  H.  Kolstad            Director                     January 3, 2003
----------------------
Eric  H.  Kolstad



                                       41
<PAGE>
                                  EXHIBIT INDEX


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                 Amendment to Certificate of Incorporation of Registrant
                    (incorporated by reference to Exhibit 3.2 to Registrant's
                    Annual Report on Form 10-KSB/A, dated June 3,, 2002)
3.3                 Bylaws of Registrant (incorporated by reference to Exhibit
                    3.2 to Registrant's Registration Statement on Form 10-SB,
                    dated July 26, 1994, SEC File No. 0-23514)
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 William W. Wollenberg
                    (incorporated by reference to Exhibit 10.1 to Registrant's
                    Annual Report on Form 10-KSB, dated June 28, 2001)
10.2                Employment Agreement with Carl A. Chase (incorporated by
                    reference to Exhibit 10.2 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.3                Employment Agreement with Harry M. Neer (incorporated by
                    reference to Exhibit 10.1 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated February 14, 2001)
10.4                Employment Agreement with Larry K. Hinson (incorporated by
                    reference to Exhibit 10.2 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated February 14, 2001)
10.5                Consulting Agreement with John K. Baldwin (incorporated by
                    reference to Exhibit 10.5 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.6                Engagement Agreement with John K. Baldwin (incorporated by
                    reference to Exhibit 10.6 to Registrant's Annual Report on
                    Form 10-KSB, dated June 28, 2001)
10.7                Lease Agreement at 50 Briar Hollow Lane, Suite 515W Houston,
                    Texas 77027 (incorporated by reference to Exhibit 10.2 to
                    Registrant's Annual Report on Form 10-KSB/A, dated June 29,
                    2000)
10.8                2000 Long-Term Incentive Plan (incorporated by reference to
                    Exhibit 4.5 to Registrant's Form S-8, dated April 24, 2001,
                    SEC File No. 333-59476)
10.9                Amended Engagement Agreement with John K. Baldwin
                    (incorporated by reference to Exhibit 10.9 to Registrant's
                    Quarterly Report on Form 10-QSB, dated August 14, 2001)
10.10               Consulting Services agreement with George Bogle
                    (incorporated by reference to Exhibit 10.10 to Registrant's
                    Quarterly Report on Form 10-QSB/A, dated June 3, 2002)
10.11               Warrant Agreement with George Bogle (incorporated by
                    reference to Exhibit 10.11 to Registrant's Quarterly Report
                    on Form 10-QSB/A, dated June 3, 2002)
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)
23.1                Consent of Hein + Associates, LLP


                                       42
<PAGE>