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

                                  FORM 10-KSB/A
(Mark One)

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

For the fiscal year ended March 31, 2001
                          --------------

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

For the transition period from ___________ to ___________

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

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

           Delaware                                         33-0611497
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


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

     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. [ ]

     Issuer's  revenues  for  the  fiscal  year  ended  March  31,  2001,  were
$1,091,288.

     The  aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of the Issuer as of May 31, 2001, based upon the average bid
and  asked  price  as  of  such  date,  was  $1,566,018.


     The  Registrant's  common  stock  outstanding  as  of  May  31,  2001,  was
13,204,488  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                                            7
          Item 3.   Legal Proceedings                                                  8
          Item 4.   Submission of Matters to a Vote of Security Holders                8

PART II   Item 5.   Market for Common Equity and Related Stockholder Matters           8
          Item 6.   Management's Discussion and Analysis and Results of
                      Operations and Financial Condition                               10
          Item 7.   Financial Statements                                               14
          Item 8.   Changes in and Disagreements with Accountants on
                      Accounting and Financial Disclosure                              27

PART III  Item 9.   Directors, Executive Officers, Promoters and Control Persons,
                      Compliance with Section 16(a) of the Exchange Act                27
          Item 10.  Executive Compensation                                             29
          Item 11.  Security Ownership of Certain Beneficial Owners and
                      Management                                                       32
          Item 12.  Certain Relationships and Related Party Transactions               33

PART IV   Item 13.  Exhibits and Reports on Form 8-K                                   35
</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.  is  a  healthcare services company that
offers  its  proprietary network of healthcare products and service providers to
large  employers,  insurance  companies,  third  party  administrators  and bill
review/cost containment companies for the benefit of employees with occupational
injuries  and  illnesses  (workers'  compensation).

     The  Company's  products  and services are designed to reduce medical costs
while maintaining high quality medical care. The Company establishes proprietary
networks  of  contracted  healthcare  providers  who agree to provide healthcare
products  and  services  for  fees which are less than the state allowed maximum
fees  or  usual  and customary under workers' compensation laws and regulations.
The  Company  contracts  with  its  customers  for the benefit of the customers'
employees  with  occupational  illnesses and injuries. When the employees of the
Company's  customers use the Company's network of healthcare product and service
providers,  the Company earns fees equal to a percentage of the savings realized
by  the  customer.  These fees constitute the majority of the Company's revenue.
The  proprietary  networks  are  referred to as preferred provider organizations
("PPOs")  or  exclusive  provider organizations ("EPOs"). The Company's provider
networks are marketed to third party administrators, managed care organizations,
insurers,  case and utilization management companies, self-insured employers and
other  similar  organizations. Currently, the Company provides provider networks
through  its  wholly  owned  subsidiary,  Rockport  Community  Network,  Inc.,
specifically  in  the  area  of  occupational  injuries  and  illnesses.

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.


                                        3
<PAGE>
("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 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  customers  in  managing increased medical costs
associated with workers' compensation by providing these customers access to the
Company's  network  of  healthcare  professionals  and facilities (the "Provider
Network")  consisting  of  PPOs  and  EPOs.

     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 charges
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a fee, a percentage of the savings realized by its customers. The
savings  realized  by  its  customers 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  Provider Network is designed to reduce the price paid by the Company's
customers  for  medical  services  by  offering  its customers the discounts the
Company  has  negotiated  with  its  healthcare providers. The customer realizes
savings  due  to  the  reduced  cost  of  healthcare services provided under the
Provider  Network  and  its PPOs and EPOs. 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. PPOs are
typically  groups  of  hospitals, physicians and other healthcare providers that
offer  services at pre-negotiated rates to employer groups. EPOs are networks in
which  the healthcare providers have agreed to certain additional administrative
pathways  that are appropriate for occupational medicine in exchange for greater
financial  incentives  than  found in the PPO network of providers. The Company,
through  its  wholly owned subsidiary Rockport Community Network, Inc., provides
PPO and EPO networks as a part of its Provider Network for occupational injuries
and  illnesses.  The Provider Network is marketed to third party administrators,
managed care organizations, insurers, case and utilization management companies,
self-funded  employers  and  other similar organizations. Currently, the Company
provides the Provider Network primarily in the area of occupational injuries and
illnesses.

     The  Company's  customers obtain reduced healthcare costs from the Provider
Network  because  the rate structure negotiated by the Company with providers in
its  PPOs  and EPOs is lower than the customers may otherwise be able to obtain.
For  work related injuries and illnesses, employers obtain reduced costs because
the  rate  reductions by the providers in the Provider 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 savings realized by the
customer due to its employee's utilization of the Provider Network.  The Company
negotiates  its  percentage  of  savings  fees  with  each  of  its  customers
individually  based  upon  the  amount  of  potential  business the Company will
realize  from the customer.  These fees constitute the majority of the Company's
revenue.

     The  healthcare  providers selected by the Company for its Provider Network
are  selected  on the basis of their clinical qualifications and their adherence
to  the  standards  of  care  and service developed by the Company.  The Company
ensures  that  the  providers  are  geographically  appropriate,  accessible and
consumer  friendly
     The  Company  has  increased the number of providers that are a part of its
Provider  Network.  The  Company  is now in the process of building a nationwide
proprietary  network  of  healthcare providers.  The Company's provider networks
currently  consist  of  105,752 physicians, 3,377 hospitals and 39,821 ancillary
and  allied  healthcare providers in all 50 states and the District of Columbia.


                                        4
<PAGE>
The  Company has also 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.  In  addition to Beyond Benefits, the
Company  has network access agreements with various other state and regional PPO
networks  for  access  to  their  providers.  The agreement with Beyond Benefits
provides  the  Company  with  access  to  providers  in  50 states.  The Company
negotiates  various  fee  reimbursements  to  the networks it accesses which are
normally  a  percentage  of the revenue the Company receives from its customers.
The  healthcare  providers  of  the  national PPO and the state and regional PPO
networks  are  included  in  the above listed healthcare providers.  The Company
intends  to  develop  its  healthcare  networks  through the use of its in-house
network  development  staff.

     The  Company  had two customers which accounted for approximately 17.2% and
14.5%  of  sales  for  the  year ended March 31, 2001.  These customers were the
Houston  Independent  School  District  and EOS Group Inc., respectively.  There
were  no  other  customers  which  accounted for more than 10% of sales for this
period.

     During  the  fiscal quarter ended December 31, 2000, the Company decided to
discontinue  marketing  of  its  medical  savings  discount  card  that  offered
purchasers  the  ability to obtain discounts on medical and healthcare services.
The  Company has decided to concentrate its efforts in the occupational injuries
and  illnesses  arena.  The Company believes that the continued marketing of the
medical  savings  discount  card  would  have  competed  for  the  limited funds
available  to  the  Company.  The  Company  believes that those funds are better
served  being  focused  on  building  and  marketing its healthcare networks for
occupational  injuries  and  illnesses.

     The Company offers other entities in the healthcare industry consulting and
other services in the areas of management information systems, customer service,
physician  and  facility  referrals,  contracting  (providers  and  payors),
credentialing  (providers)  and  re-pricing.  Whereas  the  Company  makes these
services  available,  there  was no resulting revenue from these services during
the fiscal year ended March 31, 2001.  Approximately 7% of the Company's revenue
resulted  from  these  services  in  the  fiscal  year  ended  March  31,  2000.

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  customers  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.

     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.


                                        5
<PAGE>
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 customers 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 customers.  The MIS also
produces  reports which are utilized by the Company, its customers 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.

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.

     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  health  and  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.


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<PAGE>
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, 2001, the Company had 21 employees, with 20 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.

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, 2001 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


                                        7
<PAGE>
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

     In  June  2001,  the  Company  and  Messrs. Harry M. Neer, President, Chief
Executive Officer and a director of the Company, and Larry K. Hinson, Secretary,
Chief Financial Officer and a director of the Company, reached a settlement with
the  SEC,  without  admitting  or  denying  the  allegations, concerning alleged
violations  of  the  securities  laws  in connection with certain press releases
issued  in  August  and  September  of 1999.  The SEC contended that the parties
violated  Section 10(b) and Rule 10b-5 of the Exchange Act by issuing, drafting,
reviewing or failing to correct false or misleading press releases.  The parties
have agreed to cease and desist from committing or causing any violation and any
future  violation  of  Section  10(b)  and  Rule  10b-5  of  the  Exchange  Act.

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.

                                     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.

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

Fiscal Year 2000:                                      High    Low
                                                       ----    ---

     Quarter Ended March 31, 2000 . . . . . . . . . .  $2.06  $1.38
     Quarter Ended December 31, 1999. . . . . . . . .  $3.81  $1.81
     Quarter Ended September 30, 1999 . . . . . . . .  $8.25  $4.25
     Quarter Ended June 30, 1999. . . . . . . . . . .  $9.25  $5.00

     As  of  May 31, 2001, 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.

     During  the  fiscal year ended March 31, 2001, the Company issued 6,787,695
shares  of  its  common  stock.  These  shares  were  sold  for cash, issued for
conversion  of  debt  to equity and issued for services rendered to the Company.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities by the Company during the fiscal year ended March 31, 2001, that were
not  registered  under  the  Securities  Act.


                                        8
<PAGE>
     From June 29, 2000 to March 31, 2001, pursuant to Rule 506 of Regulation D,
the Company issued and sold 2,984,506 shares of common stock to John K. Baldwin,
a  director  of  the  Company,  for  an  aggregate  consideration  of  $973,692.

     From June 29, 2000 to February 28, 2001, pursuant to Rule 506 of Regulation
D,  the  Company  issued  and sold 2,349,739 shares of common stock to Robert D.
Johnson,  a director of the Company, for an aggregate consideration of $815,000,
of  which  415,000  shares  were  issued  as  gifts  to  his  designee.

     From  October  3,  2000  to  March  31,  2001, under the terms of a written
contract  executed  by  the  Company, the Company issued 15,248 shares of common
stock  to  Mike  Catala  in consideration of marketing services valued at $4,136
pursuant  to  the  exemption  provided  by  Section  4(2) of the Securities Act.

     From  October  3,  2000  to  March  31,  2001, under the terms of a written
contract  executed  by  the  Company, the Company issued 15,248 shares of common
stock to Johnny Fontenot in consideration of marketing services valued at $4,136
pursuant  to  the  exemption  provided  by  Section  4(2) of the Securities Act.

     From  November  6,  2000  to  January  16,  2001,  pursuant  to Rule 506 of
Regulation  D,  the  Company  issued  and sold 555,553 shares of common stock to
Kevan  M.  Casey  for  an  aggregate  consideration  of  $92,333.

     From  November  30,  2000  to  March 31, 2001, under the terms of a written
contract  executed  by  the  Company, the Company issued 97,649 shares of common
stock  to  William  W.  Wollenberg,  an  executive  officer  of  the Company, in
consideration  of marketing services valued at $24,412 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On December 12, 2000, under the terms of a settlement agreement dated as of
October 19, 2000, and executed by the Company, the Company issued 100,000 shares
of  common  stock  to  Ed  and  Sheri  Firosz  valued at $20,000 pursuant to the
exemption  provided  by  Section  4(2)  of  the  Securities  Act.

     On December 29, 2000, pursuant to the exemption provided by Section 4(2) of
the Securities Act, the Company issued and sold 60,000 shares of common stock to
Laurie  L.  Chase,  wife  of  Carl A. Chase who is an officer of the Company, in
consideration  for  $12,000.

     On  January 16, 2001, pursuant to the exemption provided by Section 4(2) of
the Securities Act, the Company issued and sold 25,000 shares of common stock to
Mike  Catala  in  consideration  for  $5,000.

     On  January 16, 2001, pursuant to the exemption provided by Section 4(2) of
the  Securities  Act,  the  Company  issued to Warfield & Company, CPA's, 16,113
shares of common stock in consideration of accounting services valued at $3,223.

     On March 1, 2001, pursuant to the exemption provided by Section 4(2) of the
Securities  Act,  the  Company  issued and sold 20,000 shares of common stock to
Ilse  Scarborough  in  consideration  for  $5,000.

     On  March  31,  2001, pursuant to the exemption provided by Section 4(2) of
the  Securities  Act, the Company issued and sold 548,639 shares of common stock
to  Harry  M.  Neer,  President,  Chief  Executive Officer and a director of the
Company,  for  an  aggregate  consideration  of  $137,160.

     As  of  March  31,  2001,  the  Company  had outstanding $200,000 aggregate
principal  amount  on  two  convertible  promissory  notes due to a shareholder.
$100,000  principal  amount is convertible at $2.00 per share into 50,000 shares
of  Company  common  stock and $100,000 principal amount is convertible at $1.00
per  share  into  100,000  shares  of  Company  common  stock.  Both  notes  are
convertible  anytime  prior to April 1, 2003.  The notes were issued pursuant to
Section  4(2)  of  the  Securities  Act.

     Except  as  otherwise indicated, the Company believes that the transactions
described  above were exempt from registration under the Securities Act pursuant
to  Section  4(2) as transactions not involving any public offering because such
securities  were  sold  to  a  limited group of sophisticated persons that had a
pre-existing  business  or  personal  relationship  with  the  Company  or  its


                                        9
<PAGE>
management  and  were  purchasing  for  investment  without  a  view  to further
distribution.  The  Company  also  issued securities pursuant to Regulation D of
the Securities Act to accredited investors, as defined in Rule 501 of Regulation
D.  For  all  issuances  made  in reliance on Regulation D, the Company received
representations  from  the  investor  that  such  person  met  the definition of
accredited  investor.  The  Company  took steps to ensure that the purchaser was
acquiring  securities  for  purposes  of  investment  and  not  with  a  view to
distribution,  including  execution  of  agreements  concerning such purchaser's
investment intent and the placement of restrictive legends on stock certificates
evidencing  the  shares.  All  of  the  individuals  listed  had  access  to the
Company's  SEC  filings.  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.

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, 2001, and the Company's results of operations for the years in
the two-year period ended March 31, 2001 and 2000, should be read in conjunction
with  the  Company's audited consolidated financial statements and notes thereto
included  elsewhere  in  this  report.

OVERVIEW

     Rockport  Healthcare  Group,  Inc.  is  a  healthcare services company that
offers  its  proprietary network of healthcare products and service providers to
large  employers,  insurance  companies,  third  party  administrators  and bill
review/cost containment companies for the benefit of employees with occupational
injuries  and  illnesses  (workers'  compensation).

     The  Company's  products  and services are designed to reduce medical costs
while maintaining high quality medical care. The Company establishes proprietary
networks  of  contracted  healthcare  providers  who agree to provide healthcare
products  and  services  for  fees which are less than the state allowed maximum
fees  or  usual  and customary under workers' compensation laws and regulations.
The  Company  contracts  with  its  customers  for the benefit of the customers'
employees  with  occupational  injuries and illnesses. When the employees of the
Company's  customers use the Company's network of healthcare product and service
providers,  the Company earns fees equal to a percentage of the savings realized
by  the  customer.  These fees constitute the majority of the Company's revenue.
The  proprietary  networks  are  referred to as preferred provider organizations
("PPOs")  or  exclusive  provider organizations ("EPOs"). The Company's provider
networks are marketed to third party administrators, managed care organizations,
insurers,  case and utilization management companies, self-insured employers and
other  similar  organizations. Currently, the Company provides provider networks
through  its  wholly  owned  subsidiary,  Rockport  Community  Network,  Inc.,
specifically  in  the  area  of  occupational  injuries  and  illnesses.

RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION

     YEAR ENDED MARCH 31, 2001 TO YEAR ENDED MARCH 31, 2000
     ------------------------------------------------------

                                              March 31, 2001    March 31, 2000
                                             ----------------------------------
     Revenue                                 $     1,091,288   $       293,193
     Cost of sales                                   344,124            63,080
     Gross profit                                    747,164           230,113
     General and administrative expenses           2,280,586         1,781,691
     Depreciation and amortization                    71,149           330,473
     Loss from operations                         (1,604,571)       (1,882,051)
     Interest, net                                    61,487            96,430
     Net loss                                $    (1,666,058)  $    (1,978,481)
     Net loss per share - basic and diluted  $         (0.18)  $         (0.38)


                                       10
<PAGE>
     The following summary table presents comparative cash flows of Rockport for
the  one  year  periods  ended  March  31,  2001  and  2000:

                                               March 31, 2001    March 31, 2000
                                              ----------------------------------

   Net cash used by operating activities      $    (1,691,533)  $    (1,524,556)
   Net cash used by investing activities      $       (16,204)  $       (53,915)
   Net cash provided by financing activities  $     1,641,201   $     1,694,409

     Revenue.  The  largest  source of the Company's revenue is fees it receives
from  employers, bill review companies, third party administrators and insurance
companies whose employees, clients and insureds access and utilize the Company's
healthcare  provider  networks  for  occupational  injuries  and illnesses.  The
Company  contracts  directly  with  healthcare providers for fees which are less
than  the  state  allowed  maximum  fees  or  usual and customary under workers'
compensation  laws  and  regulations.  When  an  injured  employee  utilizes  a
healthcare  provider  within  the  Company's  provider  networks,  the  employer
realizes  savings  which  it would not have obtained had the employee utilized a
healthcare  provider not within the Company's provider networks.  The agreements
the  Company has with its customers provide the Company with a percentage of the
savings  realized  by its customers.  Typically, these agreements are short-term
in  nature  and  terminable  at  will by either party.  The short-term nature of
these  agreements  are  standard  within  the  healthcare  industry.

     The  Company's  total revenue increased by $798,095, or 272%, from $293,193
during  the year ended March 31, 2000, to $1,091,288 during the year ended March
31,  2001.  The  increase in revenue is attributable to the increased use of the
Company's  provider  networks  by  customers  and the expansion of the Company's
customer base.  Of the Company's revenue for the one year period ended March 31,
2001,  96%  was  earned  from customers' use of the Company's provider networks.
With  respect to the source of the Company's revenue, the Company's four largest
customers  are the source of approximately 50% of the Company's revenue.  During
the  quarter  ended March 31, 2001, total revenue increased by $303,713, or 216%
from  $140,713  during  the  quarter  ended  March  31,  2000,  to  $444,426.

     During  the  year ended March 31, 2001, the Company significantly increased
its  customer  base for its occupational injuries and illnesses networks. Twelve
new  customer  contracts  were implemented during the year ended March 31, 2001.
Revenue  attributable  to  these  customers  implemented  during  the  period
represented  $363,514  of  the  increase  in  revenues  over  the  2000  period.
Furthermore,  due  to an expansion in the number of employers represented by the
Company's customers previously implemented during the year ended March 31, 2000,
revenue derived from these existing customers increased by $411,106. The Company
has  entered  into  an agreement with a national network of providers to provide
national  coverage in the areas where the Company does not have its own provider
networks.  The  Company  intends  to  utilize  this  national  network  while it
continues  to expand its own networks in other states through direct contracting
with  providers  of  healthcare  services  and  through acquisitions of existing
networks.

     Cost  of sales.  Cost of sales increased from $63,080 during the year ended
March 31, 2000, to $344,124 during the year ended March 31, 2001.  The Company's
cost  of  sales  consists  primarily of fees paid for sales commissions to sales
personnel  and  fees  paid for access to third party provider networks where the
Company  does  not  have its own network.  Sales commissions paid by the Company
are  based  on a percentage of revenue billed and collected.  Fees for access to
third  party  provider  networks  are  based  on  a  percentage of the Company's
revenues  from  using such network, and may range from 25% to 40% of the revenue
billed  and collected with respect to usage of such third party network.  During
the  quarter  ended  March  31,  2001,  cost  of sales increased by $83,240 from
$29,217  during  the  quarter  ended  March  31,  2000,  to  $112,457.

     For  the  year  ended  March 31, 2001, $19,954 of commission overrides were
earned  by  a director of the Company.  A marketing and sales agreement with two
individuals provides for a quarterly bonus payable in restricted common stock of
the  Company.  The  Company  issued 30,496 shares of its restricted common stock
during the year ended March 31, 2001, for this bonus which was valued at $8,272.
An  employment  agreement  with the Senior Vice President - National Marketing &
Sales  provides  for a commission on business generated by him.  During the year
ended March 31, 2001, he earned $45,789 of commissions of which $24,412 was paid


                                       11
<PAGE>
by  the  issuance of 97,649 shares of restricted common stock of the Company and
the  balance  in  cash.  Cost  of  sales  will  increase  as  revenue increases.

     The  Company  utilizes  its own personnel to develop its provider networks.
The  Company currently has significant provider networks in California, Florida,
Louisiana,  Oklahoma  and Texas.  The Company intends to expand its own provider
networks  in other areas of the country in conjunction with the expansion of its
customer  base.  The  Company's  provider  networks currently consist of 105,752
physicians, 3,377 hospitals and 39,821 ancillary and allied healthcare providers
in  all  50  states  and  the  District  of  Columbia.  By  establishing its own
networks, the Company can avoid paying network access fees to access third party
networks, and thereby reduce the Company's cost of sales.  Costs associated with
developing  the  Company's networks are charged to expense when incurred and are
included  in  general  and  administrative  expenses.

     Gross  profit.  The  Company's gross profit increased by $517,051, or 225%,
from  $230,113 during the year ended March 31, 2000, to $747,164 during the year
ended  March 31, 2001.  Gross profit as a percentage of sales decreased from 78%
for  the year ended March 31, 2000, to 68% during the year ended March 31, 2001.
The  increase  in  gross  profit was attributable to the increase in sales.  The
decrease  in  gross  profit  as  a  percentage  of  sales was attributable to an
increase  in  the  amounts paid by the Company with respect to sales commissions
and  access  fees  for  third party provider networks.  During the quarter ended
March  31,  2001,  gross  profit  increased  by $220,473, or 198%, from $111,496
during  the  quarter  ended  March  31,  2000,  to  $331,969.

     General  and  administrative expenses.  General and administrative expenses
increased  by  $498,895, or 28%, from $1,781,691 during the year ended March 31,
2000,  to  $2,280,586 during the year ended March 31, 2001.  Payroll and related
expenses  increased  from  $1,164,709  during  the year ended March 31, 2000, to
$1,437,601,  or 23%, during the year ended March 31, 2001.  Incremental staffing
and  associated  expenses  to  enable the Company to implement its business plan
were  the primary sources for the increase.  The increase in payroll and related
expenses  represents  55%  of  the  total increase in general and administrative
expenses  over  the year ended March 31, 2000.  Other general and administrative
expenses  increased  from  $118,389  during  the  year  ended March 31, 2000, to
$270,504,  or  128%, during the year ended March 31, 2001.  The Company had been
advancing  operating  capital to one of its vendors which performed services for
the  Company's  customers.  The Company determined the vendor would be unable to
provide  future services to the Company in order to repay the advances and wrote
off the advances in the amount of $135,435 during the quarter ended December 31,
2000.  Total  bad  debt  expense for the year ended March 31, 2001 was $196,508,
which  represents  39%  of  the  total  increase  in  general and administrative
expenses.  There  was  no  bad debt expense incurred during the year ended March
31,  2000.  Professional  services which are comprised of audit, legal, investor
relations  and  consulting  fees  increased  from $219,593 during the year ended
March  31,  2000,  to  $292,295,  or  33%, during the year ended March 31, 2001.
During the year ended March 31, 2001, the Company retained SEC counsel to assist
with  SEC  compliance  requirements  and  retained  the  services of an investor
relations  firm  to  assist the Company in informing the investment community of
developments  about  the  Company.  The  increase  in  professional  services
represents  15%  of  the  total increase in general and administrative expenses.

     The  Company  has  added personnel during the year ended March 31, 2001, to
develop  its  provider  networks,  design and develop its management information
systems,  handle its customer services and provide for the administration of the
Company.  As  a result of this increased staffing, the Company has increased its
processing  capabilities  and  believes  that  the Company is well positioned to
continue  its  recent  growth.  With  the  exception  of  network  development
personnel,  the  Company  believes there will not be any significant increase in
general  and  administrative  expenses  as it implements its business plan.  The
Company  does intend to add additional network development personnel in order to
build  its  own networks and reduce the network access fees paid to access third
party  networks.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$259,324, or 78%, from $330,473 during the year ended March 31, 2000, to $71,149
during the year ended March 31, 2001.  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


                                       12
<PAGE>
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.

     Interest  expense.  Interest  expense  decreased  by  $34,943, or 36%, from
$96,430  for  the year ended March 31, 2000, to $61,487 for the year ended March
31,  2001.  This  decrease  in  interest  expense is attributable to shareholder
loans obtained by the Company which, with the exception of two outstanding loans
to  a  shareholder,  were  converted into restricted common stock of the Company
during  the  years  ended  March  31,  2001  and  2000.

     Net  income.  The Company had a net loss for the year ended March 31, 2001,
of  $1,666,058,  or  $0.18 per share, compared with a net loss of $1,978,481, or
$0.38  per  share, for the year ended March 31, 2000.  The primary components of
the  lesser  amount of loss when compared to last year was increased revenue and
gross  profit  and  reduced  amortization expense, partially offset by increased
general  and  administrative  expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

     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, 2001, was $1,691,533
compared  with  $1,524,556  for  the  year  ended  March  31, 2000.  The primary
components  of  net cash used by operating activities for the 2001 period were a
net  loss  of $1,666,058, increases in accounts receivable and prepaid expenses,
decreases  in amounts due to directors, officers and employees and other current
liabilities,  all of which was partially offset by increases in accounts payable
and  non-cash charges.  Cash used by investing activities decreased from $53,915
for the year ended March 31, 2000, to $16,204 for the year ended March 31, 2001.
During  the year ended March 31, 2001, cash provided by financing activities was
$1,641,201 compared to $1,694,409 for the year ended March 31, 2000.  During the
2001  period,  the  Company  sold  common  stock and raised $1,265,354, obtained
proceeds  from  notes  payable in the amount of $444,225 and repaid principal of
outstanding  notes  in  the  amount  of  $68,378.

     The  Company  requires additional outside capital to implement its business
plan.  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.  For the fiscal year ended
March 31, 2001, the current directors of the Company, or companies controlled by
them,  have invested or advanced $1,925,852 in or to the Company, either through
the  conversion  of  debt into equity or direct cash purchases of Company common
stock.

     The Company has experienced significant revenue growth from the utilization
of  its  provider  networks for occupational injuries and illnesses, and expects
this growth to continue in the future.  Revenue has increased 272% from $293,193
for  the  year  ended March 31, 2000, to $1,091,288 for the year ended March 31,
2001.  However, this continued growth is conditioned on the Company signing more
employers,  insurers  and  others  for  its  networks  and  obtaining  a greater
participation  by  consumers  who  are covered by such payors.  The Company will
dedicate  a  significant  portion  of  its  future  funding  to  the  continuing
development  and  marketing  of  this  product.

     The  Company estimates that it will require $450,000 to fund its operations
for  the next year.  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  two  directors  in  the  aggregate  amount of $350,000 and an
individual  in  the amount of $150,000, for total borrowings of $500,000.  These
notes  are  convertible  into Company common stock at a conversion price of $.36
per  share  anytime  prior to June 2004.  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 and
directors.


                                       13
<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, 2001 and 2000, 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  generally  accepted  auditing
standards.  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, 2001 and 2000, 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 8 to the financial statements, the
Company  has  incurred  an  accumulated net loss of $5,759,646 through March 31,
2001.  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 8.  The financial statements do not include adjustments
that  might  result  from  the  outcome  of  this  uncertainty.



Hein + Associates LLP



Houston, Texas
May 31, 2001


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS

                                                                          March 31,     March 31,
                                                                             2001          2000
                                                                         --------------------------
<S>                                                                      <C>           <C>
                            ASSETS
Current assets:
    Cash                                                                 $    66,722   $   133,258
    Accounts receivable, net of allowance of $20,000 at March 31, 2001       326,630       100,716
    Prepaid expenses                                                          16,351           980
                                                                         --------------------------
        Total current assets                                                 409,703       234,954
                                                                         --------------------------
Property and equipment:
    Office furniture and equipment                                            38,704        37,729
    Computer equipment and software                                           80,254        65,025
    Telephone equipment                                                       15,734        15,734
                                                                         --------------------------
                                                                             134,692       118,488
    Less accumulated depreciation                                            (64,639)      (40,558)
                                                                         --------------------------
        Net property and equipment                                            70,053        77,930
                                                                         --------------------------
Other assets:
    Deposits                                                                   9,038         9,038
    Accounts receivable, other                                                    --        81,250
    Capitalized loan costs, net                                                   --        33,333
    Intangible assets, net                                                   113,004       126,739
                                                                         --------------------------
                                                                             122,042       250,360
                                                                         --------------------------
        Total assets                                                     $   601,798   $   563,244
                                                                         ==========================

             LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable, trade                                              $   156,976   $    84,788
    Notes payable to related parties                                              --       518,165
    Due to directors, officers and employees                                  29,750        66,994
    Other current liabilities                                                170,263       278,523
                                                                         --------------------------
        Total current liabilities                                            356,989       948,470
                                                                         --------------------------
Long-term debt                                                               200,000            --
                                                                         --------------------------
Commitments and contingencies (Note 5 )
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,
      12,997,822 and 6,210,127 shares issued and outstanding at
      March 31, 2001 and 2000, respectively                                   12,997         6,210
    Additional paid-in capital                                             5,791,458     3,702,152
    Accumulated deficit                                                   (5,759,646)   (4,093,588)
                                                                         --------------------------
                                                                              44,809      (385,226)
                                                                         --------------------------
        Total liabilities and shareholders' equity (deficit)             $   601,798   $   563,244
                                                                         ==========================

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


                                       15
<PAGE>
<TABLE>
<CAPTION>
                        ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                                                          2001          2000
                                                      --------------------------
<S>                                                   <C>           <C>
Revenue                                               $ 1,091,288   $   293,193
Cost of sales                                             344,124        63,080
                                                      --------------------------
        Gross profit                                      747,164       230,113
                                                      --------------------------

Operating expenses:
  General and administrative expenses:
    Payroll and related expenses                        1,437,601     1,164,709
    Office administration                                 280,186       279,000
    Professional services                                 292,295       219,593
    Other                                                 270,504       118,389
                                                      --------------------------
  Total general and administrative expenses             2,280,586     1,781,691
  Depreciation and amortization                            71,149       330,473
                                                      --------------------------
        Total operating expenses                        2,351,735     2,112,164
                                                      --------------------------

Loss from operations                                   (1,604,571)   (1,882,051)
Interest, net                                              61,487        96,430
                                                      --------------------------
Net loss                                              $(1,666,058)  $(1,978,481)
                                                      ==========================

Net loss per share - basic and diluted                $     (0.18)  $     (0.38)
                                                      ==========================

Weighted average number of common shares outstanding    9,220,300     5,243,231
                                                      ==========================

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


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                          ROCKPORT HEALTHCARE GROUP, INC.
                                                 AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                    FOR THE YEARS ENDED MARCH 31, 2001 AND 2000

                                                                                                          Total
                                                          Common Stock       Additional               Shareholders'
                                        Stock        ---------------------    Paid-in    Accumulated     Equity
                                     Subscriptions     Shares      Amount     Capital      Deficit      (Deficit)
                                    -------------------------------------------------------------------------------
<S>                                 <C>              <C>          <C>       <C>          <C>           <C>
Balances March 31, 1999             $   (1,086,487)   4,937,169   $ 4,938   $2,924,802   $(2,115,107)  $  (271,854)
Stock issued for cash                           --      527,618       527      691,684            --       692,211
Stock issued for services                       --       66,710        66      117,122            --       117,188
Stock issued in connection with
  loans                                         --       50,000        50       99,950            --       100,000
Stock issued for an acquisition                 --       37,500        38       37,462            --        37,500
Debt converted to equity                        --    1,032,530     1,032      760,043            --       761,075
Stock warrants sold                             --           --        --       17,532            --        17,532
Reduction of stock subscription
  receivable to amounts collected          920,400     (441,400)     (441)    (940,959)           --       (21,000)
Collection of stock subscriptions          166,087           --        --       (5,484)           --       160,603
Net loss                                        --           --        --           --    (1,978,481)   (1,978,481)
                                    -------------------------------------------------------------------------------
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
                                    ===============================================================================

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


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                ROCKPORT HEALTHCARE GROUP, INC.
                                      AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED MARCH 31, 2001 AND 2000


                                                                     2001          2000
                                                                 --------------------------
<S>                                                              <C>           <C>
Cash flows used by operating activities:
    Net loss                                                     $(1,666,058)  $(1,978,481)
    Adjustments to reconcile net loss to cash used by operating
     activities:
        Depreciation                                                  24,081        20,140
        Amortization                                                  47,068       310,333
        Issuance of stock for services                                55,908       117,188
        Issuance of stock for interest payments                       26,021            --

        Changes in assets and liabilities:
            Accounts receivable - trade and other                  (144,664))     (168,609)
            Prepaid expenses                                         (15,371)           48
            Accounts payable                                          72,188        20,112
            Due to directors, officers and employees                 (28,017)           --
            Other current liabilities                                (62,689)      153,734
            Other assets                                                  --           979
                                                                 --------------------------
Cash used by operating activities                                 (1,691,533)   (1,524,556)
                                                                 --------------------------

Investing activities:
    Purchase of fixed assets                                         (16,204)      (16,415)
    Investments acquired                                                  --       (37,500)
                                                                 --------------------------
Cash used by investing activities                                    (16,204)      (53,915)
                                                                 --------------------------

Financing activities:
    Proceeds from sale of stock                                    1,265,354       692,211
    Proceeds from stock subscriptions                                     --       160,603
    Proceeds from notes payable                                      444,225     1,105,496
    Repayments of notes payable                                      (68,378)     (281,433)
    Sale of stock warrants                                                --        17,532
                                                                 --------------------------
Cash provided by financing activities                              1,641,201     1,694,409
                                                                 --------------------------
Net increase (decrease) in cash                                      (66,536)      115,938
Cash and cash equivalents, beginning of year                         133,258        17,320
                                                                 --------------------------
Cash and cash equivalents, end of year                           $    66,722   $   133,258
                                                                 ==========================

Non-cash transactions:
    Stock issued to convert debt                                 $   694,012   $   761,075
    Stock cancelled for subscriptions                                     --       (21,000)
    Stock issued for accrued expenses                                 54,798            --
    Non-cash assets of Primary Provider Management Company                --        37,500
                                                                 ==========================

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


                                       18
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

Note  1.  Organization  and  Nature  of  Business

     Rockport  Healthcare  Group,  Inc., a Delaware corporation (the "Company"),
formerly  Protokopos  Corporation, was incorporated on May 4, 1992.  The Company
had  no  operating  history other than organizational matters until December 17,
1997,  at  which  time  the  Company  acquired all of the issued and outstanding
common  stock  of  The  Rockport  Group  of  Texas,  Inc.  ("Rockport  Texas").

     The  Company  was  established  to develop and/or acquire business entities
that  deliver  comprehensive,  integrated  products  and/or services to targeted
healthcare  populations.  The  Company designs, develops, operates and maintains
medical  and  healthcare provider networks for employers, bill review companies,
third  party  administrators  and  insurance  companies involved in occupational
injuries  and  illnesses  (workers'  compensation).  The  Company contracts with
physicians,  hospitals  and  ancillary healthcare providers at rates below state
maximum  fee schedules or usual and customary charges for workers' compensation.
The Company generates revenue by receiving as a fee, a percentage of the savings
realized  by  its  customers,  which savings is the difference between the state
maximum  fee  schedules  or  usual  and  customary  charges  and  the  Company's
contracted  rates  with the healthcare providers in its networks.  The Company's
goal  is  to  develop  and  deliver  high value, quality healthcare services and
programs  that  create  provider  and customer satisfaction as well as result in
appropriate  financial  return  to  investors  in  the  Company.

Note  2.  Summary  of  Significant  Accounting  Policies

a)   Consolidation

     As  of  March 31, 2001, the Company had five (5) wholly owned subsidiaries:
     Rockport  Advanced  Care,  Inc., Rockport Community Network, Inc., Rockport
     Group  of  Texas,  Inc.,  Rockport  Occupational Network, Inc. and Rockport
     Preferred,  Inc.  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.


                                       19
<PAGE>
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)   Loan  Fees

     Loan  fees incurred to obtain financing aggregating $500,000 were amortized
     using the interest yield method over the term of the related notes payable.
     Accumulated amortization aggregated $500,000 and $466,667 at March 31, 2001
     and  2000,  respectively.

h)   Provider  Contracts

     Amounts  paid  for  provider  contracts  are  amortized  to  expense on the
     straight-line  method  over  the estimated useful lives of the contracts of
     ten  to  twenty  years.  Accumulated  amortization  aggregated  $24,345 and
     $10,610  at  March  31,  2001  and  2000,  respectively.

i)   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 income was equal to its net loss
     for  the  years  ended  March  31,  2001  and  2000.

j)   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.


                                       20
<PAGE>
k)   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, 2001, options to purchase 577,900 shares of
     common stock were excluded from the calculation of earnings per share since
     their  inclusion  would  be antidilutive. There were no options outstanding
     during the year ended March 31, 2000. During the years ended March 31, 2001
     and  2000, warrants to purchase 70,128 shares of common stock were excluded
     from  the  calculation of earnings per share since their inclusion would be
     antidilutive. During the years ended March 31, 2001 and 2000, common shares
     of 150,000 and 392,540, respectively, 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.

l)   Stock-Based  Compensation

     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 four
     years from the option grant date. These stock options were issued under the
     2000  Long-Term  Incentive  Plan  (the  "Plan")  that at March 31, 2001, is
     subject  to  shareholder approval. Even though shareholder approval has not
     occurred, the options were deemed to be outstanding, as approval is assured
     because  management  and  the Board of Directors, collectively, have voting
     control  of  the  outstanding  common stock of the Company. No compensation
     expense  has  been  recorded  related  to  these  option grants because the
     exercise  price  of  the  options  exceeded  the  fair  market value of the
     underlying  common  stock  on  the  date  of  grant.

m)   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.

n)   Reclassifications

     The  Company  has  reclassified  certain  costs  and  expenses  and current
     liabilities  for the year ended March 31, 2000, to facilitate comparison to
     the  year  ended  March  31,  2001.

Note  3.  Stock  Subscription  Receivable

     The  Company  had a stock subscription receivable as of March 31, 1999, due
from  a  third party.  Of the original amount subscribed, $160,603 was collected
during  the  year  ended  March  31,  2000.  The  balance  of the receivable was
eliminated  by  canceling  the  stock  originally  issued.


                                       21
<PAGE>
Note  4.  Notes  Payable  to  Related  Parties

     Notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                         March 31,
                                                                     ------------------
                                                                       2001      2000
                                                                     ------------------
<S>                                                                  <C>       <C>
    Unsecured note payable to a shareholder, due in monthly
       installments of $2,482, with interest at 8%.                  $     --  $ 11,260

    Convertible notes payable to a shareholder, with interest at
       15%.  The notes are guaranteed by two officers and
       shareholders and are convertible into 150,000 shares of
       Company common stock at any time before April 1,
       2003.  The Company issued 150,000 shares of its
       common stock in connection with these notes.                   200,000   200,000

    Convertible note payable to a shareholder, due in monthly
       installments of $26,725, with 18% interest, due January
       2001.  These notes were collateralized by all Company
       assets and were convertible into 300,000 shares of
       Company common stock at any time before January
       2001.  On June 29, 2000, the shareholder exercised the
       convertibility feature of the notes and the Company
       issued 238,640 shares of common stock in connection
       therewith.                                                          --   181,905

    Unsecured note payable to a director, due and payable on
       demand, with interest at 8%.                                        --   125,000
                                                                     --------  --------
       Total                                                         $200,000  $518,165
                                                                     ========  ========
</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 is also 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.

     On March 31, 2000, $754,466 of principal and interest due under a note to a
shareholder and a director of the Company was converted into 1,005,955 shares of
the Company's restricted common stock. These sales were negotiated sales between
the  Company  and  the  director. The note did not include a conversion feature.

Note  5.  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 2006.
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:


                                       22
<PAGE>
              Years Ending March 31,
              ----------------------
                      2002                   $225,428
                      2003                    227,776
                      2004                    232,710
                      2005                    230,668
                      2006                     52,023
                                             --------
                         Total               $968,605
                                             ========

     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.

     The  Company  had  previously  entered  into  a consulting agreement with a
director of the Company, effective April 1, 2000 and expiring on March 31, 2001,
that  provided  for a fixed consulting fee of  $12,500 per month to the director
and  an  overwrite  of  two  percent (2%) of the Company's gross revenues to the
director  payable out of future positive cash flow of the Company.  During March
2001,  the  Company  and  the director entered into a waiver of rights agreement
whereby  the  director  unilaterally agreed to completely waive his right to the
fixed  consulting  fee  and  the  accrued  amount  of  the  overwrite.

     On  October  19, 2000, the Company settled a dispute with a former business
associate.  In  exchange  for  this  former  business associate's release of all
claims  against  the  Company,  the  Company  agreed  to pay the former business
associate  the  sum  of  $60,000  in cash and issue to him 100,000 shares of the
Company's  restricted  common  stock  which  was  valued  at  $20,000.

Note  6.  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").  In  order to become and remain fully
effective,  the  Plan  must be approved by the shareholders of the Company on or
before  December  6, 2001.  None of the options granted pursuant to the Plan may
be  exercised  unless  and until the Plan is approved by the shareholders of the
Company.  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, 2001, incentive stock options to
purchase  527,900  shares  exercisable  at  $.25  per  share  that  vest  over a
three-year  period were granted subject to shareholder approval of the Plan.  As
of  March  31,  2001,  non-qualified  stock  options  to  purchase 50,000 shares
exercisable  at  $.25 per share and immediately exercisable were granted subject
to  shareholder  approval  of  the  Plan.

     Stock option activity during the period indicated is as follows:

                                                   Weighted
                                     Number of      Average
                                      Shares    Exercise Price
                                     --------------------------
     Outstanding, beginning of year         --  $            --
       Granted                         577,900              .25
       Exercised                            --               --
       Forfeited                            --               --
       Expired                              --               --
                                     --------------------------
     Outstanding, end of year          577,900  $           .25
                                     ==========================
     Exercisable, end of year           50,000  $           .25
                                     ==========================


                                       23
<PAGE>
     At  March  31,  2001,  the  range  of  exercise prices and weighted average
remaining  contractual  life  of  outstanding  options  was  $.25  and  3 years,
respectively.  At  March  31,  2001, the number of vested options, which are not
exercisable  until  approval of the Plan by the shareholders, was 50,000 and the
weighted average exercise price of those options was $.25.  The weighted average
grant  date  fair  value  of  the  options  issued  in  2001 amounted to $.2482.

     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, 2001, net loss would have
been  changed  to  the  pro  forma  amount  indicated  below.

                                          March 31,
                                            2001
                                        ------------
     Net loss:
       As reported                      $(1,666,058)
       Pro forma                        $(1,746,139)

Stock  Warrants

     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  share.  Total proceeds from the sale of the warrants amounted to
$17,532.  No  warrants  have  been  exercised  as  of  March 31, 2001.


                                       24
<PAGE>
Note  7.  Related  Party  Transactions

     The  Company  incurred  management fees to two executive officers , who are
also  directors,  in  the  amount of $182,500 for the year ended March 31, 2000.

     See Note 4 "Notes Payable to Related Parties" for a discussion of financing
provided  by  related  parties.

     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
director  of  the  Company,  was  sole  owner of Bannon.  In accordance with the
purchase and sale agreement, Bannon is to receive as a commission overwrite, two
percent  (2%)  of  the gross revenue attributable to Rockport Community Network,
Inc.  For  the  years  ended  March 31, 2001 and 2000, Bannon earned $19,954 and
$5,045,  respectively.

Note  8.  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 $5,759,646 through March 31, 2001.  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.  The Company has issued notes to two directors in the aggregate
amount  of  $350,000  and  an  individual  in  the amount of $150,000, for total
borrowings  of  $500,000.  These notes are convertible into Company common stock
at  a  conversion  price  of  $.36  per  share  anytime prior to June 2004.  The
conversion  price  of  $.36 was determined by the average of the high bid ($.39)
and  low  asked  ($.33)  stock quotations on the dates of funding.  As a result,
there  are  no  beneficial  conversion  features  associated  with  these notes.
Although  management  believes  the  funding necessary to implement its business
plan  has  been obtained, 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.

Note  9.  Income  Taxes

     The  tax  effect of significant temporary differences representing deferred
tax assets and liabilities at March 31, 2001 and 2000, are as follows:

                                                    March 31,
                                            --------------------------
                                                2001          2000
                                            ------------  ------------
Accrual to cash conversion                  $    13,700   $   159,000
Net operating loss carryforwards              1,713,000     1,017,000
Valuation allowance                          (1,726,700)   (1,176,000)
                                            ------------  ------------
      Net deferred tax asset                $        --   $        --
                                            ============  ============


                                       25
<PAGE>
     The  increase  in the valuation allowance during fiscal 2001 of $550,700 is
the  result  of  additional  losses  incurred  during  the  year.

     As  of  March 31, 2001, the Company has net operating loss carryforwards of
approximately  $5,000,000  which  begin  to expire in 2012 through 2016.  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
2001  and  2000  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

     Two  customers accounted for approximately 17.2% and 14.5% of sales for the
year  ended  March  31,  2001  and  for  approximately  9%  and  25% of accounts
receivable  at  March  31,  2001.

Note 11.  Subsequent  Events

     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.  The Company has issued notes
to  two  directors  in the aggregate amount of $350,000 and an individual in the
amount  of  $150,000,  for  total  borrowings  of  $500,000.  These  notes  are
convertible  into  Company  common stock at a conversion price of $.36 per share
anytime  prior  to  June  2004.


                                       26
<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,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS,
          COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Set forth in the following table are the names of the directors and each of
the  executive  officers  and  senior management, their respective positions and
ages, and the year each director was first elected.  The members of the Board of
Directors of the Company serve until the next annual meeting of shareholders, or
until their successors have been elected and have been qualified.  The executive
officers  and senior management serve at the pleasure of the Board of Directors.
Additional  information  concerning each of these individuals follows the table.

Name                   Age      Position with the Company       Director Since
---------------------  ---  ----------------------------------  --------------

John K. Baldwin         67  Chairman of the Board               December 1997
Harry M. Neer           61  President, Chief Executive Officer  December 1997
                            and Director
Larry K. Hinson         55  Secretary, Treasurer and Director   December 1997
Robert D. Johnson       54  Director                            September 2000
Eric H. Kolstad         40  Director                              March 2000
Carl A. Chase           51  Senior Vice President -                    --
                            Budgets & Controls
Gregory H. Neer         33  Senior Vice President -                    --
                            Operations
Mark C. Neer            37  Senior Vice President -                    --
                            Business Development
William W. Wollenberg   47  Senior Vice President -                    --
                            National Marketing & Sales

     John K. Baldwin.  Mr. Baldwin has been Chairman of the Board and a director
of  the  Company  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 to major financial institutions.  This
business  was  sold  to  Zurich  Insurance  Company  in  1997.

     Harry  M. Neer.  Mr. Neer has been President, Chief Executive Officer and a
director  of  the Company 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  (HCA)  and  as  President of the Presbyterian Hospital
System  in  Oklahoma  City,  Oklahoma.  From November 1994 to November 1997, Mr.
Neer  was  a  principal  of  Rockport Group of Texas, Inc.  From January 1993 to
October  1994,  Mr.  Neer was President of USA Health Holding Company, a holding
company  for  a  group of managed healthcare companies.  Prior to 1993, Mr. Neer
was  a  consultant  for  USA  Healthcare Network, Inc. and the Columbia Hospital
Systems.  Mr.  Neer  is  the  father  of  Gregory  H.  Neer  and  Mark  C. Neer.

     Larry  K.  Hinson.  Mr. Hinson has been Secretary, Treasurer and a director
of the Company since 1997.  Mr. Hinson has a Bachelor of Business Administration
degree  with a major in accounting.  Mr. Hinson has 30 years experience as a CPA
in  a  wide  variety  of  industries  that include 30 years of experience in the


                                       27
<PAGE>
insurance  and  healthcare industries.  He has served as Chief Financial Officer
of USA Healthcare Network, Inc. and Vice President and Treasurer of Reserve Life
Insurance  Company, Dallas, Texas, and was formerly with KPMG, LLP in Dallas and
Austin,  Texas.  From  November 1994 to November 1997 Mr. Hinson was a principal
of  Rockport  Group  of Texas, Inc.  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.

     Robert  D.  Johnson.  Mr.  Johnson  was  a  director  of  the  Company from
September  1998  to August 1999 and rejoined the Board of Directors on September
7,  2000.  Since 1986, Mr. Johnson has been Chief Executive Officer and Owner of
Bannon  Energy  Incorporated,  an  independent  oil  and  gas company located in
Houston,  Texas.  Mr.  Johnson  formed  Bannon  in  1986  with  a $1,000 initial
investment.  In  1996,  Bannon  sold substantially all of its oil and gas assets
for  $38  million.  During  the  past  five years, Bannon has focused on venture
capital  investments  in  start-up  companies  and  trading of common stocks and
options of publicly traded companies.  Bannon owned a majority of the membership
interests  in  Newton  Healthcare  Network, LLC when it was acquired by Rockport
Healthcare  Group, Inc. and as a result of the acquisition of Bannon's interest,
Mr.  Johnson  was elected as a director of the Company.  Bannon owned a majority
interest  in InfraResources, LLC, a provider of information technology personnel
on  a contract basis, which was sold to ClearWorks.net, Inc. in April 1998.  Mr.
Johnson  has a Bachelors degree in Engineering and 30 years of experience in the
oil  and gas industry in various management positions with major and independent
oil  and  gas  companies.

     Eric  H.  Kolstad.  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  has  been responsible for securing private
placement  seed  capital  for  numerous high tech companies, including; AdForce,
Inc.,  2CanMedia,  Incand Omnigon, Inc. 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  the  Company  since April 2001.  His responsibilities include SEC
reporting  and  compliance,  sales  and  marketing, investor relations, internal
audit,  budgeting  and  financial analysis, investment banking, contracts, human
resources  and  acquisitions.  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.  Mr.  Chase  received  a  Bachelor  of  Accountancy  degree  from  the
University  of  Oklahoma  in  1975.

     Gregory  H. Neer.  Mr. Neer joined the Company in November 1997 as Director
of  MIS  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  six  years,  Mr.  Neer has improved and maximized companies'
resources through development of user-friendly interfaces including: Information
System  Consultant  for  Vauter  Door  Co.,  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;
Sales Engineer/Project Manager for Stewart & Stevenson Services 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  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., 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,


                                       28
<PAGE>
Inc.  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.  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 CNN/Medview Services,
Inc.  in  Monument,  Colorado.

     Members  of  the  Board of Directors, regardless of whether employed by the
Company,  are  not  compensated  for  meeting  attendance  or otherwise, but are
entitled  to  reimbursement  for  travel  expenses.  The  Company  does  not pay
additional  amounts  for  committee  participation or special assignments of the
Board  of  Directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)  of  the  Exchange  Act requires the Company's directors and
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  Securities  and  Exchange  Commission. 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  except  all the officers and directors did not timely file
their  Form  3's.

ITEM  10.  EXECUTIVE  COMPENSATION

COMPENSATION  OF  EXECUTIVE  OFFICERS

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

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                 LONG-TERM COMPENSATION
                                    ANNUAL COMPENSATION                  AWARDS
                                 -------------------------  --------------------------------
                                                              Restricted Stock   Securities
Name and                 Fiscal     Salary        Bonus          Awards ($)      Underlying
Principal Position        Year       ($)           ($)                           Options (#)
-----------------------  ------  ------------  -----------  -------------------  -----------
<S>                      <C>     <C>           <C>           <C>                 <C>
Harry M. Neer,             2001  $   150,000            --                  --       150,000
President and Chief        2000  $ 106,500(1)           --                  --            --
Executive Officer          1999  $  98,500(2)           --                                --
-----------------------  ------  ------------  ------------  ------------------  -----------
Larry K. Hinson,           2001  $   150,000            --                  --       125,000
Secretary and Treasurer    2000  $ 109,500(1)           --                  --            --
                           1999  $  98,500(2)           --                                --
-----------------------  ------  ------------  ------------  ------------------  -----------
Mark C. Neer               2001  $   130,000            --                  --        20,000
Senior Vice President -    2000  $    16,250            --                  --
Business Development
-----------------------  ------  ------------  ------------  ------------------  -----------
William W. Wollenberg      2001  $   221,250   $  45,789(3)                 --        37,500
Senior Vice President -    2000  $   240,000   $  10,623(3)                 --            --
National Sales &           1999  $   240,000            --   $      100,000-(3)           --
Marketing
-----------------------  ------  ------------  ------------  ------------------  -----------

----------------


                                       29
<PAGE>
<FN>
(1)  Does  not  include  management  fees  that were accrued to Messrs. Neer and
     Hinson  at  March  31,  2000  of  $21,000  and  $3,000, respectively, which
     accruals  were  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)  Includes  salary  that  was  accrued  at March 31, 1999 to Messrs. Neer and
     Hinson of $11,000 and $10,000, respectively, which was paid during the year
     ended  March  31,  2000.

(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 Company 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 Company common stock. On
     September  1,  1998,  Mr.  Wollenberg  was issued 100,000 shares of Company
     common  stock.
</TABLE>

     The  following table sets forth information concerning individual grants of
stock options made during the fiscal year ended March 31, 2001, to the Company's
named  executive  officers:

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

                          Number of
                          Securities     Percent of Total
                          Underlying      Options Granted
                       Options Granted    to Employees in    Exercise or Base
Name                         (#)            Fiscal Year      Price  ($/Share)   Expiration Date
---------------------  ----------------  -----------------  ------------------  ---------------
<S>                    <C>               <C>                <C>                 <C>
Harry M. Neer                   150,000              28.4%  $              .25          12/7/04
Larry K. Hinson                 125,000              23.7%  $              .25          12/7/04
Gregory H. Neer                  53,500              10.1%  $              .25          12/7/04
Mark C. Neer                     20,000               3.8%  $              .25          12/7/04
William W. Wollenberg            37,500               7.1%  $              .25          12/7/04
</TABLE>

     The  options  described  above  were  issued pursuant to the 2000 Long-Term
Incentive  Plan  and  will become exercisable only upon approval of that plan by
the  shareholders  of  the  Company  as  described below in "Long-Term Incentive
Plan".  The options are shown in this table and also in the Summary Compensation
Table  under  "Securities  Underlying  Options".


                                       30
<PAGE>
<TABLE>
<CAPTION>
                          AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                AND FISCAL YEAR-END OPTION VALUES

                          Shares
                         Acquired     Value     Number  of  Securities     Value  of  Unexercised
                       on Exercise   Realized   Underlying Unexercised           In-the-Money
Name                       (#)         ($)      Options  at FY-End (#)       Options at FY-End ($)
---------------------  -----------  --------  -----------  -------------  -----------  -------------
                                              Exercisable  Unexercisable  Exercisable  Unexercisable
---------------------  -----------  --------  -----------  -------------  -----------  -------------
<S>                    <C>          <C>       <C>          <C>            <C>          <C>
Harry M. Neer                   --        --           --        150,000           --             --
---------------------  -----------  --------  -----------  -------------  -----------  -------------
Larry K. Hinson                 --        --           --        125,000           --             --
---------------------  -----------  --------  -----------  -------------  -----------  -------------
Gregory H. Neer                 --        --           --         53,500           --             --
---------------------  -----------  --------  -----------  -------------  -----------  -------------
Mark C. Neer                    --        --           --         20,000           --             --
---------------------  -----------  --------  -----------  -------------  -----------  -------------
William W. Wollenberg           --        --           --         37,500           --             --
---------------------  -----------  --------  -----------  -------------  -----------  -------------
</TABLE>

     The closing price of the Company's common stock as of the end of the fiscal
year  ended  March  31, 2001, was $.25 per share, which is equal to the exercise
price of all of the above options.  As such, no value has been attributed to the
options  in  the  above  table  pursuant  to  SEC  regulations.

LONG-TERM  INCENTIVE  PLAN

     On  December  7,  2000,  the  directors  of  the  Company  adopted the 2000
Long-Term  Incentive  Plan  (the  "Plan").  In  order to become and remain fully
effective,  the  Plan  must be approved by the shareholders of the Company on or
before  December  6, 2001.  None of the options granted pursuant to the Plan may
be  exercised  unless  and until the Plan is approved by the shareholders of the
Company.  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, 2001, incentive stock options to
purchase  527,900  shares  exercisable  at  $.25  per  share  that  vest  over a
three-year  period were granted subject to shareholder approval of the Plan.  Of
this  amount,  386,000  were issued to officers of the Company.  As of March 31,
2001,  non-qualified  stock options to purchase 50,000 shares were granted to an
officer  of  the  Company,  exercisable  at  $.25  per  share  and  immediately
exercisable  subject to shareholder approval of the Plan.  As of March 31, 2001,
options  to purchase 422,100 shares were available to be granted pursuant to the
Plan.

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  with the Company expiring March 31, 2002, 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 with the Company 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


                                       31
<PAGE>
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.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     As  of  May  31,  2001,  there  were  13,204,488  shares  of  common  stock
outstanding.  The  following  table  sets forth information as of that date with
respect to the beneficial ownership of common stock by each director and nominee
for  director,  by  each  named  executive  officer  and,  by  all directors and
executive  officers  as a group and by each other person known by the Company to
be  the  beneficial  owner  of  more  than  five  percent  of  the common stock:

<TABLE>
<CAPTION>
Name and Address of                       Number of Shares         Percentage of
Beneficial Owner                       Beneficially Owned (1)  Outstanding Shares (2)
-------------------------------------  ----------------------  ----------------------
<S>                                    <C>                     <C>
John K. Baldwin                                 5,390,686 (4)                   38.4%
901 Highland Avenue
Del Mar, CA 92014
-------------------------------------  ----------------------  ----------------------
Harry M. Neer (3)                                  1,096,755                     8.3%
-------------------------------------  ----------------------  ----------------------
Larry K. Hinson (3)                               324,955 (5)                    2.5%
-------------------------------------  ----------------------  ----------------------
Robert D. Johnson                               2,483,668 (6)                   18.6%
13606 Bermuda Dunes Ct.
Houston, TX 77069
-------------------------------------  ----------------------  ----------------------
Eric H. Kolstad                                       85,500                       *
317 Stonecliffe Isle
Irvine, CA 92612
-------------------------------------  ----------------------  ----------------------
Carl A. Chase (3)                                376,450  (7)                    2.8%
-------------------------------------  ----------------------  ----------------------
Gregory H. Neer (3)                                   25,000                       *
-------------------------------------  ----------------------  ----------------------
Mark C. Neer (3)                                      50,000                       *
-------------------------------------  ----------------------  ----------------------
William W. Wollenberg (3)                            197,649                     1.5%
-------------------------------------  ----------------------  ----------------------
All Executive Officers and Directors           10,030,663 (8)                   70.5%
  as a group (9 persons)
-------------------------------------  ----------------------  ----------------------

<FN>
* Less  than  one  percent

----------------

(1)  "Beneficial  ownership"  is  defined  in the regulations promulgated by the
     U.S.  Securities  and Exchange Commission as having or sharing, directly or
     indirectly  (i) voting power, which includes the power to vote or to direct
     the  voting,  or (ii) investment power, which includes the power to dispose
     or  to  direct  the disposition of shares of the common stock of an issuer.
     The  definition  of beneficial ownership includes shares underlying options
     or  warrants to purchase common stock, or other securities convertible into
     common  stock,  that  currently are exercisable or convertible or that will
     become  exercisable  or  convertible  within  60  days.  Unless  otherwise
     indicated,  the  beneficial  owner  has  sole  voting and investment power.

(2)  Based  on  the number of shares of common stock outstanding (13,204,488) at
     the  close  of  business  on  May  31,  2001.

(3)  The address of such person is in care of the Company, 50 Briar Hollow Lane,
     Suite  515W,  Houston,  Texas  77027.

(4)  Includes  833,333  shares  of  common  stock  assuming Mr. Baldwin converts
     $300,000  of principal on three-year 10% convertible subordinated unsecured
     notes  issued  by the Company due June 17, 2004, into Company common stock.
     Does  not  include  the  conversion of any interest accrued and not paid on
     such  notes.

(5)  Includes  108,318 shares of common stock held jointly by Mr. Hinson and his
     former  spouse,  of  which  Mr.  Hinson  has  complete  voting  power.

(6)  Includes  138,889  shares  of  common  stock  assuming Mr. Johnson converts
     $50,000  of  principal on three-year 10% convertible subordinated unsecured
     notes  issued  by the Company due June 10, 2004, into Company common stock.
     Does  not  include  the  conversion of any interest accrued and not paid on
     such  notes.


                                       32
<PAGE>
(7)  Includes  options  to purchase 50,000 shares of common stock at an exercise
     price of $.25 per share expiring December 7, 2004, held by Mr. Chase. These
     options were granted pursuant to the 2000 Long-Term Incentive Plan and will
     become  exercisable only upon approval of the 2000 Long-Term Incentive Plan
     by  the  shareholders.  Also  includes  60,000  shares  held by Mr. Chase's
     spouse.

(8)  Includes  972,222  shares  of common stock underlying presently convertible
     debt  and  includes  a  vested  option  to purchase 50,000 shares of common
     stock.
</TABLE>

                            EQUITY COMPENSATION PLANS

     The  following  table  sets  forth  information, as of March 31, 2001, with
respect  to  the  Company's  compensation  plans under which its common stock is
authorized  for  issuance:

<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                                     577,900  $                  .25                       422,100
Equity Compensation Plans
Not Approved by Security
Holders                                          --                      --                            --
                           ------------------------  ----------------------  ----------------------------
  Total                                     577,900  $                  .25                       422,100
</TABLE>

     The  equity  compensation  plan  discussed  above was approved at a Company
shareholders'  meeting  held  in  September  2001.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  PARTY  TRANSACTIONS

     John  K.  Baldwin,  Chairman  of the Board of Directors of the Company, has
purchased  common  stock  for  cash  and  has made certain advances of operating
capital  during  the  two  fiscal  years  ended  March 31, 2001 and 2000, in the
aggregate  amount  of  $1,728,158.  Mr. Baldwin has received 3,990,461 shares of
common  stock  as  a  result  of  these  stock  purchases  and  advances.

     Mr.  Baldwin had a consulting agreement with the Company effective April 1,
2000,  which expired March 31, 2001, whereby he earned a fixed consulting fee of
$12,500  per  month  and  a two percent (2%) overwrite on the gross sales of the
Company  and  its  subsidiaries.  On March 31, 2001, the Company and Mr. Baldwin
entered  into  a  waiver  of  rights agreement, whereby Mr. Baldwin unilaterally
agreed to completely waive his right to the fixed consulting fee and the accrued
amount  of  the  overwrite.

     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 expires
on  March  31,  2002.  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  sales  of  the Company and its subsidiaries.  This agreement expires
March  31,  2002.

     On  June  18,  2001,  the  Company  issued  $300,000  principal  amount  of
three-year  convertible subordinated unsecured notes to Mr. Baldwin, which notes
are  convertible  into  Company common stock at $.36 per share any time prior to
June  17,  2004.

     Harry  M.  Neer,  President,  Chief Executive Officer and a director of the
Company,  has  made certain advances of operating capital during the fiscal year
ended  March  31,  2001,  in  the  amount  of  $129,225.  On March 31, 2001, the


                                       33
<PAGE>
advanced  operating capital plus accrued interest was converted to equity by the
Company's  issuance  of  548,639  shares  of  its  common  stock  to  Mr.  Neer.

     Robert  D. Johnson, a director of the Company, has purchased Company common
stock for cash and has made certain advances of operating capital during the two
fiscal years ended March 31, 2001 and 2000, in the aggregate amount of $815,000.
In  conjunction  with these stock purchases and advances, the Company has issued
2,349,739  shares  of  its  common  stock  to  Mr.  Johnson

     On June 11, 2001, the Company issued $50,000 principal amount of three-year
convertible  subordinated  unsecured  notes  to  Mr.  Johnson,  which  notes are
convertible  into  Company common stock at $.36 per share any time prior to June
10,  2004.

     During  September 1998, the Company acquired Newton Healthcare Network, LLC
from  Bannon  Energy  Incorporated  ("Bannon")  of  which  Robert  D. Johnson, a
director  of  the  Company,  was  sole  owner of Bannon.  In accordance with the
purchase and sale agreement, Bannon is to receive as a commission overwrite, two
percent  (2%)  of  the gross revenue attributable to Rockport Community Network,
Inc.  For  the  years  ended  March 31, 2001 and 2000, Bannon earned $19,954 and
$5,045,  respectively.

     On  September  30  and October 22, 1999, the Company issued and sold 63,000
shares  of  its  common stock to Mr. Eric H. Kolstad, a director of the Company,
for  an  aggregate  consideration  of  $63,000.


                                       34
<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.
                    0-2351)
3.2                 Amendment  to  Certificate  of  Incorporation  of Registrant
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)
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.


                                       35
<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:  May 31, 2002

     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                May 31, 2002
-------------------
John K. Baldwin

/s/ Harry M. Neer    President, Chief Executive           May 31, 2002
-------------------  Officer and Director
Harry M. Neer

/s/ Larry K. Hinson  Secretary, Chief Financial Officer,  May 31, 2002
-------------------  Treasurer and Director
Larry K. Hinson


-------------------  Director
Robert D. Johnson

/s/ Eric H. Kolstad  Director                             May 31, 2002
-------------------
Eric H. Kolstad


                                       36
<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.
                    0-2351)
3.2                 Amendment  to  Certificate  of  Incorporation  of Registrant
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)
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



                                       37
<PAGE>