<PAGE>

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

                    SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

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


                              FORM 8-K/A

                            CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

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

Date of Report (Date of earliest event reported)   December 17, 1997
                                                   ---------------------------


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



                                Delaware
------------------------------------------------------------------------------
             (State or other jurisdiction of incorporation)


        0-23514                                         33-0601497
------------------------                     ---------------------------------
(Commission File Number)                     (IRS Employer Identification No.)


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


Registrant's telephone number, including area code: (800) 734-4460

<PAGE>

ITEM 1. CHANGE IN CONTROL OF REGISTRANT.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

        Pursuant to an Agreement and Plan of Reorganization dated December 12, 
1997 as amended (the Agreement), the registrant acquired effective December 
17, 1997 all of the capital Stock of The Rockport Group of Texas, Inc., a 
Nevada corporation ("Rockport") for 1,513,275 shares of the Registrant's 
Common Stock. Prior management of the Registrant resigned and was replaced by 
management of Rockport. Immediately prior to the acquisition the Registrant 
had 1,019,040 shares outstanding, Based on 2,532,315 shares outstanding, the 
ownership by executive officers, directors, and holders of more than 5% of the 
outstanding capital stock of the Registrant are as follows:

<TABLE>
<CAPTION>

     Name, address                     Number of shares
     and Position                      Beneficially held      Percentage
     -------------                     -----------------      ----------
     <S>                               <C>                    <C>
     Harry M. Neer (1)                       504,425             19.9%
     President and Director
   
     Larry K. Hinson (1)                     504,425             19.9%
     Chief Financial Officer,
     Secretary and Director
   
     John K. Baldwin                         504,425             19.9%
     Chairman and Director

------------------------
All officers and Directors                 1,513,275             59.8%
as a group

</TABLE>

(1) The address of this person is c/o of the Company.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (a)(b)     The required financial statements and pro forma financial 
information is unavailable as of the date hereof and will be filed by the 
Registrant pursuant to the requirements of the Securities Exchange Act and 
the rules and regulations promulgated thereunder within 60 days of the date 
of the event reported herein.

        (c)    Exhibits

               2.    Plan of acquisition, reorganization, arrangement, 
                     liquidation or succession.


                                       2
<PAGE>

                     2.1.   Agreement and Plan of Reorganization, dated 
                            December 12, 1997, between the Registrant and 
                            Rockport, as amended.

               3.    Certificate of Incorporation

                     3.1.   Amendment to Certificate of Incorporation










                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements 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.


Dated: February 28, 1998               ROCKPORT HEALTHCARE GROUP, INC.


                                       By:  /s/ Harry M. Neer
                                           ----------------------------
                                       Harry M. Neer
                                       President




                                       4

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

                                 SCHEDULE 13D

                 Under the Securities Exchange Act of 1934
                            (Amendment No.          )*
                                          ---------

                          Rockport Healthcare Group, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.001 par value
-------------------------------------------------------------------------------
                          (Title of Class of Securities)

                                   74371T102
-------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 Jehu Hand, Esq.
                                   Hand & Hand
    24901 Dana Point Harbor Drive, Suite 200, Dana Point, California 92629
                                 (714) 489-2400
-------------------------------------------------------------------------------
                (Name, Address and Telephone Number of Person 
               Authorized to Receive Notice and Communications)

                                December 17, 1997
-------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box / /.

Check the following box if a fee is being paid with the Statement / /. (A fee 
is not required only if the reporting person: (1) has a previous statement of 
file reporting beneficial ownership of more than five percent of the class of 
securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such 
class.) (See Rule 13d-7).

NOTE: Six copies of this statement, including all exhibits, should be filed 
with the Commission. See Rule 13d-1(a) for other parties to whom copies are 
to be sent.

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities and 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).

<PAGE>

                                 SCHEDULE 13D
                                        

CUSIP                                                         Page 2 of 4 Pages

1.   NAME OF REPORTING PERSON - SS OR IRS IDENTIFICATION NUMBER OF ABOVE PERSON:

     Harry M. Neer
     ---------------------------------------------------------------------------

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

     /  /  A
     /  /  B

3.   SEC USE ONLY:

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

4.   SOURCE OF FUNDS:

     Exchange of shares of The Rockport Group of Texas, Inc.
     ---------------------------------------------------------------------------

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
     2(d) OR 2E:

     /  /

6.   CITIZENSHIP OR PLACE OF ORGANIZATION:

     Mr. Neer is a citizen of the United States of America
     ---------------------------------------------------------------------------

7.   SOLE VOTING POWER   504,425 shares
                       ---------------------------------------------------------

8.   SHARED VOTING POWER
                         -------------------------------------------------------

9.   SOLE DISPOSITIVE POWER   504,425 shares
                            ----------------------------------------------------

10.  SHARED DISPOSITIVE POWER
                              --------------------------------------------------

11.  AGGREGATE AMOUNT OWED BY EACH REPORTING PERSON.

     504,425
     ---------------------------------------------------------------------------

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

     /  /

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     19.9%
     ---------------------------------------------------------------------------

14.  TYPE OF REPORTING PERSON:

     Individual
     ---------------------------------------------------------------------------


                                       2
<PAGE>

ITEM 1.  SECURITY AND ISSUER.

         Common Stock, $.001 par value, of Rockport Healthcare Group, Inc. 
         (the "Company"), 50 Briar Hollow Lane, Suite 515 West, Houston 
         Texas 77027.

ITEM 2.  IDENTITY AND BACKGROUND.

         This statement is filed on behalf of:

         (a)   Name: Harry M. Neer

         (b)   Principal Office address:      The Rockport Group of Texas, Inc.
                                              50 Briar Hollow Lane
                                              Suite 515 West
                                              Houston, Texas 77027

         (c)   During the last five years, Mr. Neer has not been convicted in 
               a criminal proceeding (excluding traffic violations or similar 
               misdemeanors).

         (d)   During the last five years, Mr. Neer has not been a party to a 
               civil proceeding of a judicial or administrative proceeding, 
               the result of which was to make him subject to a judgement, 
               decree or final order enjoining future violations of or 
               prohibiting or mandatory activities subject to, federal or 
               state securities laws or funding any violations with respect 
               to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Mr. Neer exchanged all of his shares in The Rockport Group of Texas, 
         Inc., a Nevada corporation ("Rockport") in the transaction.

ITEM 4.  PURPOSE OF TRANSACTION.

         The purpose of the transaction was to obtain the benefits of a 
         publicly tradeable company through the exchange by the Rockport 
         shares for Company shares.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         Of the 2,532,315 shares of Common Stock outstanding Mr. Neer has 
         sole dispositive and voting power over 504,425 shares, or 19.9% of 
         the total outstanding shares.


                                       3
<PAGE>

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         None.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

         None.


                                    SIGNATURE

    After reasonable inquiry and to the best of his knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.



Dated: July 17, 1998                    /s/ Harry M. Neer
                                        ----------------------------------
                                        Harry M. Neer



                                       4


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                             (Amendment No.    )*
                                           ---- 

                        Rockport Healthcare Group, Inc.
--------------------------------------------------------------------------------
                               (Name of Issuer)

                        Common Stock, $.001 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  74371T102
--------------------------------------------------------------------------------
                                (CUSIP Number)

                                Jehu Hand, Esq.
                                 Hand & Hand
       24901 Dana Point Harbor Drive, Suite 200, Dana Point, California 92629
                                (714) 489-2400
--------------------------------------------------------------------------------
                    (Name, Address and Telephone Number of Person
                    Authorized to Receive Notice and Communications

                                December 17, 1997
--------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box / /.

Check the following box if a fee is being paid with the Statement / /. (A 
fee is not required only if the reporting person: (1) has a previous 
statement of file reporting beneficial ownership of more than five percent 
of the class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less of 
such class.) (See Rule 13d-7).

NOTE: Six copies of this statement, including all exhibits, should be filed 
with the Commission. See Rule 13d-1(a) for other parties to whom copies are 
to be sent.

*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, 
and for any subsequent amendment containing information which would alter 
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities and 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).


<PAGE>


                                      SCHEDULE 13D
CUSIP                                                         Page 2 of 4 Pages

1.  NAME OF REPORTING PERSON - SS OR IRS IDENTIFICATION NUMBER OF ABOVE PERSON:

    Larry K. Hinson
    ---------------------------------------------------------------------------

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

    /  / A
    /  / B

3.  SEC USE ONLY:

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

4.  SOURCE OF FUNDS:

    Exchange of shares of The Rockport Group of Texas, Inc.
    ----------------------------------------------------------------------------

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) OR 2B:

    /  /

6.  CITIZENSHIP OR PLACE OF ORGANIZATION:

    Mr. Hinson is a citizen of the United States of America
    ----------------------------------------------------------------------------

7.  SOLE VOTING POWER  504,425 shares
                       --------------------------------------------------------

8.  SHARED VOTING POWER
                         ------------------------------------------------------

9.  SOLE DISPOSITIVE POWER  504,425 shares
                            ---------------------------------------------------

10. SHARED DISPOSITIVE POWER
                             --------------------------------------------------
11. AGGREGATE AMOUNT OWED BY EACH REPORTING PERSON:

    504,425
    ---------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

    /  /

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    19.9%
    ---------------------------------------------------------------------------

14. TYPE OF REPORTING PERSON:

    Individual
    ---------------------------------------------------------------------------


                                       2
<PAGE>


ITEM 1.  SECURITY AND ISSUER.

         Common Stock, $.001 par value, of Rockport Healthcare Group, Inc. (the
         "Company"), 50 Briar Hollow Lane, Suite 515 West, Houston Texas 77027.

ITEM 2.  IDENTITY AND BACKGROUND.

         This statement is filed on behalf of:

         (a)  Name:  Larry K. Hinson

         (b)  Principal Office address:     The Rockport Group of Texas, Inc.
                                            50 Briar Hollow Lane
                                            Suite 515 West
                                            Houston, Texas 77027

         (c)  During the last five years, Mr. Hinson has not been convicted in a
              criminal proceeding (excluding traffic violations or similar
              misdemeanors).

         (d)  During the last five years, Mr. Hinson has not been a party to 
              a civil proceeding of a judicial or administrative proceeding, the
              result of which was to make him subject to a judgement, decree or
              final order enjoining future violations of or prohibiting or
              mandatory activities subject to, federal or state securities laws
              or funding any violations with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Mr. Hinson changed all of his shares in The Rockport Group of Texas,
         Inc., a Nevada corporation ("Rockport") in the transaction.

ITEM 4.  PURPOSE OF TRANSACTION.

         The purpose of the transaction was to obtain the benefits of a publicly
         tradeable company through the exchange by the Rockport shares for 
         Company shares.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         Of the 2,532,315 shares of Common Stock outstanding Mr. Hinson has sole
         dispositive and voting power over 504,425 shares, or 19.9% of the total
         outstanding shares.


                                       3
<PAGE>


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

         None.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

         None.


                                    SIGNATURE

     After reasonable inquiry and to the best of his knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.



Dated: July 17, 1998                  /s/ Larry K. Hinson
                                      -----------------------------------------
                                      Larry K. Hinson


                                       4




<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                            (Amendment No.        )*
                                           -------

                         Rockport Healthcare Group, Inc.
-------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.001 par value
-------------------------------------------------------------------------------
                          (Title of Class of Securities)


                                   74371T102
-------------------------------------------------------------------------------
                                (CUSIP Number)


                                Jehu Hand, Esq.
                                  Hand & Hand
        24901 Dana Point Harbor Drive, Suite 200, Dana Point, California 92629
                                (714) 489-2400
-------------------------------------------------------------------------------
                    (Name, Address and Telephone Number of Person
                    Authorized to Receive Notice and Communications

                                December 17, 1997
-------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following 
box /  /.

Check the following box if a fee is being paid with the Statement /  /. (A 
fee is not required only if the reporting person: (1) has a previous 
statement of file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less of 
such class.) (See Rule 13d-7).

NOTE: Six copies of this statement, including all exhibits, should be filed 
with the Commission. See Rule 13d-1(a) for other parties to whom copies are 
to be sent.

*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, 
and for any subsequent amendment containing information which would alter 
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities and 
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes).

<PAGE>

                                  SCHEDULE 13D

CUSIP                                                         Page 2 of 4 Pages

1.  NAME OF REPORTING PERSON - SS OR IRS IDENTIFICATION NUMBER OF ABOVE 
    PERSON:

    John K. Baldwin
    ---------------------------------------------------------------------------

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

    /  /  A
    /  /  B

3.  SEC USE ONLY:

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

4.  SOURCE OF FUNDS:

    Exchange of shares of The Rockport Group of Texas, Inc.
    ---------------------------------------------------------------------------

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
    ITEMS 2(d) OR 2E:

    /  /

6.  CITIZENSHIP OR PLACE OF ORGANIZATION:

    Mr. Baldwin is a citizen of the United States of America
    ---------------------------------------------------------------------------

7.  SOLE VOTING POWER   504,425 shares
                      ---------------------------------------------------------

8.  SHARED VOTING POWER
                        -------------------------------------------------------

9.  SOLE DISPOSITIVE POWER  504,425 shares
                           ----------------------------------------------------

10. SHARED DISPOSITIVE POWER
                             --------------------------------------------------

11. AGGREGATE AMOUNT OWED BY EACH REPORTING PERSON:

    504,425
    ---------------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

    /  /

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    19.9%
    ---------------------------------------------------------------------------

14. TYPE REPORTING PERSON:

    Individual
    ---------------------------------------------------------------------------


                                      2
<PAGE>

ITEM 1.  SECURITY AND ISSUER.

         Common Stock, $.001 par value, of Rockport Healthcare Group, Inc. 
         (the "Company"), 50 Briar Hollow Lane, Suite 515 West, Houston 
         Texas 77027.

ITEM 2.  IDENTITY AND BACKGROUND.
         
         This statement is filed on behalf of:

         (a)  Name:  John K. Baldwin

         (b)  Principal Office address:   The Rockport Group of Texas, Inc.
                                          50 Briar Hollow Lane
                                          Suite 515 West
                                          Houston, Texas 77027

         (c)  During the last five years, Mr. Baldwin has not been convicted 
              in a criminal proceeding (excluding traffic violations or 
              similar misdemeanors).

         (d)  During the last five years, Mr. Baldwin has not been a party to 
              a civil proceeding of a judicial or administrative proceeding, 
              the result of which was to make him subject to a judgement, 
              decree or final order enjoining future violations of or 
              prohibiting or mandatory activities subject to, federal or state 
              securities laws or funding any violations with respect to such 
              laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Mr. Baldwin changed all of his shares in The Rockport Group of 
         Texas, Inc., a Nevada corporation ("Rockport") in the transaction.

ITEM 4.  PURPOSE OF TRANSACTION.

         The purpose of the transaction was to obtain the benefits of a 
         publicly tradeable company through the exchange by the Rockport 
         shares for Company shares.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         Of the 2,532,315 shares of Common Stock outstanding Mr. Baldwin has 
         sole dispositive and voting power over 504,425 shares, or 19.9% of 
         the total outstanding shares.

                                       3

<PAGE>

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
         RESPECT TO SECURITIES OF THE ISSUER.

         None.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.

         None.



                                   SIGNATURE

     After reasonable inquiry and to the best of his knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


Dated:  July 17, 1998                  /s/ John K. Baldwin
                                       ----------------------------------------
                                       John K. Baldwin



                                       4