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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
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                                  FORM 10-KSB
 
  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
                     FOR THE FISCAL YEAR END MARCH 31, 1998
                        AMENDING 10-KSB TO ATTACH EX. 27
 
  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
        FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 
                         COMMISSION FILE NUMBER 0-23514
 
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                        ROCKPORT HEALTHCARE GROUP, INC.
 
              (Exact name of small business issuer in its charter)
 
                  DELAWARE                             33-0611497
      (State of other jurisdiction of        (I.R.S. Employer Identification
       incorporation or organization)                     No.)
 
      50 BRIAR HOLLOW LANE, SUITE 515W                    77027
               HOUSTON, TEXAS                          (Zip Code)
  (Address of principal executive offices)
 
                                 (713) 621-9424
              Registrant's telephone number, including area code:
 
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        Securities registered pursuant to Section 12(b) of the Act: NONE
 
 Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
                                  VALUE $.001
 
    Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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-K
or any amendment to this Form 10-K Yes /X/.
 
    State issuer's revenues for its most recent fiscal year: $25,487
 
    The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 31, 1998 was not determinable since the Common Stock was
not traded.
 
    The number of shares outstanding of the issuer's classes of Common Stock as
of March 31, 1998:
 
                COMMON STOCK, $.001 PAR VALUE--2,461,472 SHARES
                   DOCUMENTS INCORPORATED BY REFERENCE: NONE
 
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                                     PART V
 
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
 
    (a)  Exhibits. The following exhibits of the Company are included herein.
 
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                                                                                                        SEQUENTIAL PAGE
      EXHIBIT NO.         DOCUMENT DESCRIPTION                                                                NO.
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   3. (Previously filed)  Certificate of Incorporation and Bylaws
                          3.1  Articles of Incorporation(1)
                          3.2  Bylaws(1)
 
  10.                     Material Contracts
                          10.1  Memorandum of Understanding--Acquisition of MedCorp Southwest, Inc.
                          10.2  Network Access Agreement--F. A. Richard & Associates
                          10.3  Network Access Agreement--Savings Card--F. A. Richard & Associates
                          10.4  Network Access Agreement--TARACO, Inc.
                          10.5  Network Access Agreement--Medview Services, Incorporated
 
  27.                     Financial Data Schedule
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(1) Incorporated by reference to such exhibit as filed with the Company's
    registration statement form 10-SB, File No. 0-2351
 
    (b) Reports on Form 8-K
 
        99.1 December 17, 1997, Acquisition or Disposition of Assets dated
             December 30, 1997
 
        99.2 December 17, 1997, Acquisition or Disposition of Assets, Amended
             dated July 17, 1998
 
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                                   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 July XX10, 1998.
 
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                                ROCKPORT HEALTHCARE GROUP, INC.
 
                                By:
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    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 on             .
 
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<S>                                           <C>
By:                                           Title:
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