UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

[X]  QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934

     For the quarterly period ended June 30, 2001

[ ]  TRANSITION  REPORT  UNDER  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)

                                 (713) 621-9424
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


     Check  whether the issuer has (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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 [_]

     As  of  August  1, 2001, there were outstanding 13,206,487 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>

<TABLE>
<CAPTION>
                             ROCKPORT HEALTHCARE GROUP, INC.
                                 INDEX TO FORM 10-QSB/A
                                      JUNE 30, 2001


                                                                                             Page No.
                                                                                             --------

PART I   FINANCIAL  INFORMATION

         Item 1.  Financial Statements
<S>      <C>      <C>                                                                          <C>
                  Consolidated Balance Sheets                                                   3
                   June 30, 2001 (unaudited) and March 31, 2001

                  Consolidated Statements of Operations (unaudited)                             4
                   Three Months Ended June 30, 2001 and 2000

                  Consolidated Statement of Changes in Shareholders' Equity (Deficit)           5
                   Three Months Ended June 30, 2001 (unaudited) and Year Ended March 31, 2001

                  Consolidated Statements of Cash Flows (unaudited)                             6
                   Three Months Ended June 30, 2001 and 2000

                  Notes to Unaudited Consolidated Financial Statements                          7

         Item 2.  Management's Discussion and Analysis of Results of                           11
                   Operations and Financial Condition


PART II  OTHER    INFORMATION

         Item 1.  Legal Proceedings                                                            15

         Item 2.  Changes in Securities and Use of Proceeds                                    15

         Item 3.  Defaults Upon Senior Securities                                              15

         Item 4.  Submission of Matters to a Vote of Security Holders                          15

         Item 5.  Other Information                                                            15

         Item 6.  Exhibits and Reports on Form 8-K                                             16
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                 PART  I.     FINANCIAL  INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                    ROCKPORT HEALTHCARE GROUP, INC.
                                           AND SUBSIDIARIES
                                      CONSOLIDATED BALANCE SHEETS

                                                                              June 30,     March 31,
                                                                                2001          2001
                                                                            --------------------------
<S>                                                                         <C>           <C>
                               ASSETS                                        (Unaudited)
Current assets:
    Cash                                                                    $   239,776   $    66,722
    Accounts receivable, net of allowance of $20,000 at June 30, 2001 and
      March 31, 2001                                                            413,938       326,630
    Prepaid expenses                                                             18,417        16,351
                                                                            --------------------------
        Total current assets                                                    672,131       409,703
                                                                            --------------------------
Property and equipment:
    Office furniture and equipment                                               38,704        38,704
    Computer equipment and software                                              81,139        80,254
    Telephone equipment                                                          15,734        15,734
                                                                            --------------------------
                                                                                135,577       134,692
    Less accumulated depreciation                                               (70,695)      (64,639)
                                                                            --------------------------
        Net property and equipment                                               64,882        70,053
                                                                            --------------------------
Other assets:
    Deposits                                                                      9,038         9,038
    Intangible assets, net                                                      109,571       113,004
                                                                            --------------------------
                                                                                118,609       122,042
                                                                            --------------------------
Total assets                                                                $   855,622   $   601,798
                                                                            ==========================

        LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable, trade                                                 $   177,319   $   156,976
    Current portion long-term debt                                               33,372            --
    Due to directors, officers and employees                                     53,754        29,750
    Other current liabilities                                                   147,295       170,263
                                                                            --------------------------
        Total liabilities                                                       411,740       356,989
                                                                            --------------------------
Long-term debt, less current maturities                                         661,535       200,000
                                                                            --------------------------
Commitments and contingencies (Note 3)
Shareholders' equity (deficit):
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                                    --            --
    Common stock, $.001 par value, 20,000,000 shares authorized,
      13,206,487 and 12,997,822 shares issued and outstanding at
      June 30, 2001 and March 31, 2001, respectively                             13,206        12,997
    Additional paid-in capital                                                5,837,582     5,791,458
    Accumulated deficit                                                      (6,068,441)   (5,759,646)
                                                                            --------------------------
                                                                               (217,653)       44,809
                                                                            --------------------------
Total liabilities and shareholders' equity (deficit)                        $   855,622   $   601,798
                                                                            ==========================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                      For the Three Months Ended
                                                              June 30,
                                                      -------------------------
                                                          2001         2000
                                                      -------------------------
<S>                                                   <C>           <C>
Revenue                                               $   438,828   $  175,720
Cost of sales                                             138,528       43,400
                                                      -------------------------
        Gross profit                                      300,300      132,320
                                                      -------------------------

Operating expenses:
  General and administrative expenses                     586,735      538,527
  Depreciation and amortization                             9,489       34,285
                                                      -------------------------
        Total operating expenses                          596,224      572,812
                                                      -------------------------

Loss from operations                                     (295,924)    (440,492)
Interest, net                                              12,871       25,231
                                                      -------------------------
Net loss                                              $  (308,795)  $ (465,723)
                                                      =========================

Net loss per share - basic and diluted                      ($.02)      ($0.07)
                                                      =========================

Weighted average number of common shares outstanding   13,154,913    6,227,110
                                                      =========================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                                  ROCKPORT HEALTHCARE GROUP, INC.
                                         AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
              FOR THE YEAR ENDED MARCH 31, 2001 AND THREE MONTHS ENDED JUNE 30, 2001


                                                                                         Total
                                           Common Stock     Additional                Shareholders'
                                       -------------------   Paid-in     Accumulated     Equity
                                         Shares    Amount    Capital      Deficit      (Deficit)
                                       -----------------------------------------------------------
<S>                                    <C>         <C>      <C>         <C>           <C>
Balances March 31, 2000                 6,210,127  $ 6,210  $3,702,152  $(4,093,588)  $  (385,226)
Stock issued for cash                   4,721,391    4,721   1,260,633           --     1,265,354
Debt converted to equity                1,616,616    1,617     692,395           --       694,012
Stock issued for interest payments         97,250       97      25,924           --        26,021
Stock issued for services                 244,258      244      55,664           --        55,908
Stock issued for accrued expenses         108,180      108      54,690           --        54,798
Net loss                                       --       --          --   (1,666,058)   (1,666,058)
Balances March 31, 2001                12,997,822   12,997   5,791,458   (5,759,646)       44,809
                                       -----------------------------------------------------------
Stock issued for cash (unaudited)         106,665      107      21,226           --        21,333
Stock issued for services (unaudited)     102,000      102      24,898           --        25,000
Net loss (unaudited)                           --       --          --     (308,795)     (308,795)
                                       -----------------------------------------------------------
Balances June 30, 2001 (unaudited)     13,206,487  $13,206  $5,837,582  $(6,068,441)  $  (217,653)
                                       ===========================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                            ROCKPORT HEALTHCARE GROUP, INC.
                                    AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
                                      (UNAUDITED)


                                                                    2001        2000
                                                                 ----------------------
<S>                                                              <C>         <C>
Cash flows used by operating activities:
    Net loss                                                     $(308,795)  $(465,723)
    Adjustments to reconcile net loss to cash used by operating
     activities:
        Depreciation                                                 6,056       5,851
        Amortization                                                 3,433      28,432
        Issuance of stock for services                              25,000          --
        Issuance of stock for interest payments                         --       2,563
        Changes in assets and liabilities:
            Accounts receivable - trade and other                  (87,308)   (113,351)
            Prepaid expenses                                        (2,066)        484
            Accounts payable                                        20,343      21,928
            Due to directors, officers and employees                24,004      (8,268)
            Other current liabilities                              (22,968)      8,047
            Other                                                       --           3
                                                                 ----------------------
Cash used by operating activities                                 (342,301)   (520,034)
                                                                 ----------------------

Investing activities:
    Purchase of fixed assets                                          (885)     (8,198)
    Investments acquired                                                --     (28,000)
                                                                 ----------------------
Cash used by investing activities                                     (885)    (36,198)
                                                                 ----------------------

Financing activities:
    Proceeds from sale of stock                                     21,333     121,021
    Proceeds from notes payable                                    500,000     446,000
    Repayments of notes payable                                     (5,093)    (55,535)
                                                                 ----------------------
Cash provided by financing activities                              516,240     511,486
                                                                 ----------------------
Net increase (decrease) in cash                                    173,054     (44,746)
Cash and cash equivalents, beginning of period                      66,722     133,258
                                                                 ----------------------
Cash and cash equivalents, end of period                         $ 239,776   $  88,512
                                                                 ======================

Non-cash transactions:
    Stock issued to convert debt                                 $      --   $ 434,787
    Stock issued for accrued interest expense                    $      --   $  41,630
                                                                 ======================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      -6-
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001


Note 1.  Description  of Business and Summary of Significant Accounting Policies

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of Rockport
Healthcare  Group, Inc. and Subsidiaries (the "Company" or "Rockport") have been
prepared pursuant to the rules and regulations for interim financial information
and  the  instructions  to Form 10-QSB and Regulation S-B.  Accordingly, certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been omitted.  In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  June  30,  2001, the results of operations for the three month periods ended
June  30,  2001 and 2000, and the cash flows for the three months ended June 30,
2001  and  2000.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  reported  amounts of revenues and expenses during the reporting
period.  Operating results for interim periods are not necessarily indicative of
the results that may be expected for the complete fiscal year.  The accompanying
unaudited  consolidated  financial statements should be read in conjunction with
the  audited consolidated financial statements and notes thereto included in the
Company's  Annual  Report  on  Form  10-KSB  for  the year ended March 31, 2001,
previously  filed  with  the  Securities  and  Exchange  Commission.

     Reclassifications  -  Amounts  in  prior period's financial statements have
been  reclassified as necessary to conform to the current period's presentation.

     BUSINESS

     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.

     As  of  June  30, 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 unaudited consolidated
financial  statements.


                                      -7-
<PAGE>
Note 2.  Notes  Payable

     Notes payable consist  of  the following:

<TABLE>
<CAPTION>
                                                             June 30, March 31,
                                                            ---------------------
                                                              2001        2001
                                                            ---------  ----------
<S>                                                         <C>        <C>
Convertible notes payable to a shareholder, with interest
  payable monthly at 15%.  The Company is paying
  $5,000 per month on the notes which includes both
  principal and interest.  The notes are personally
  guaranteed by two officers of the Company 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.                              $ 194,907  $  200,000

Three-year 10% convertible subordinated unsecured notes
  due June 2004.  Interest is either accrued or paid
  quarterly, as determined by the board of directors.  The
  notes are convertible into Company common stock at a
  conversion price of $.36 per share anytime before June
  2004.                                                       500,000          --
                                                            ---------  ----------
Total                                                       $ 694,907  $  200,000
                                                            =========  ==========
</TABLE>

     On  March  31, 2001, $137,160 of principal and interest due on a note to an
executive  officer  and director and $145,524 of principal and interest due on a
note  to  another director were converted into 1,130,733 shares of the Company's
restricted  common  stock.

Note 3.  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:


             Twelve Months Ending June 30,
             -----------------------------
              2002                          $168,613
              2003                           227,776
              2004                           232,710
              2005                           230,668
              2006                            52,023
                                            --------
                     Total                  $911,790
                                            ========

     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 John K.
Baldwin,  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.


                                      -8-
<PAGE>
     Mr. Baldwin has an engagement agreement with the Company effective April 1,
2001, whereby he earns a fee for performance of legal services of $250 per hour,
with a minimum guaranteed payment of $5,000 per month.  This agreement has a one
year term and automatically renews for one year periods thereafter unless either
party  terminates the agreement within sixty days prior to the end of the annual
period.  On  June  30  2001, the Company and Mr. Baldwin modified the engagement
agreement  whereby  the  minimum  guaranteed payment was increased to $6,500 per
month,  retroactive  to April 1, 2001.  During the three month period ended June
30,  2001,  Mr.  Baldwin earned $19,500.  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.
During  the  three  month period ended June 30, 2001, Mr. Baldwin earned $8,441.
This  agreement  expires  March  31,  2002.

Note 4.  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  June 30, 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  June  30,  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.

Note 5.  Related  Party  Transactions

     See  Note  2  "Notes  Payable"  for  a  discussion of financing provided by
related  parties.

     See  Note  3  "Commitments  and Contingent Liabilities" for a discussion of
legal  and  consulting  services  to  be  provided  by  Mr.  Baldwin.

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

     During  September 1998, the Company acquired Newton Healthcare Network, LLC
from  Bannon  Energy  Incorporated  ("Bannon")  of  which  Robert  D. Johnson, a
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,  and  during  the three month period ended June 30, 2001,
Bannon  earned  $8,441.

Note 6.  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 $6,068,441 through June 30, 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


                                      -9-
<PAGE>
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.  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 7.  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         $        --   $        --
                                       ============  ============

     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 8.  Significant  Concentration

     Two  customers accounted for approximately 19.7% and 20.7% of sales for the
three  months  ended  June  30,  2001,  and  for approximately 35.3% and 9.0% of
accounts  receivable at June 30, 2001.  No other customers represented more than
10%  of  sales  of  the  Company  for  the  three  months  ended  June 30, 2001.


                                      -10-
<PAGE>
Item 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS  OF OPERATIONS AND
         FINANCIAL  CONDITION

FORWARD-LOOKING  STATEMENTS

     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.

     The  following discussion and analysis of the Company's financial condition
as  of  June  30,  2001,  and  the Company's results of operations for the three
month  periods  ended June 30, 2001 and 2000, should be read in conjunction with
the  Company's  unaudited  consolidated  financial  statements and notes thereto
included  elsewhere  in  this  report  and  the  audited  consolidated financial
statements and the notes thereto included in the Company's Annual Report on Form
10-KSB  for  the  year  ended  March  31,  2001.

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.


                                      -11-
<PAGE>
RESULTS  OF  OPERATIONS

Three  Months  Ended  June  30,  2001  to  three  Months  Ended  June  30,  2000

     The  following table sets forth certain operating information regarding the
Company  for  the  three  month  periods  ended  June  30,  2001  and  2000:


                                              June 30, 2001    June 30, 2000
                                              -------------------------------
     Revenue                                 $      438,828   $      175,720
     Cost of sales                                  138,528           43,400
     Gross profit                                   300,300          132,320
     General and administrative expenses            586,735          538,527
     Depreciation and amortization                    9,489           34,285
     Loss from operations                          (295,924)        (440,492)
     Interest, net                                   12,871           25,231
     Net loss                                $     (308,795)  $     (465,723)
     Net loss per share - basic and diluted  $        (0.02)  $        (0.07)


     The  following summary table presents comparative cash flows of the Company
for  the  three  month  periods  ended  June  30,  2001  and  2000:


                                                 June 30, 2001    June 30, 2000
                                                --------------------------------
     Net cash used by operating activities      $     (342,301)  $     (520,034)
     Net cash used by investing activities      $         (885)  $      (36,198)
     Net cash provided by financing activities  $      516,240   $      511,486

     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 that are less than
the  state  allowed  maximum  fees or usual and customary charges 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 fee based upon a
percentage  of  the  savings  realized  by  its  customers.

     At  the  end  of  the  fiscal  quarter  ended  June 30, 2001, the number of
customers utilizing the Company's provider networks had increased to twenty-one,
an  increase of nine customers over the fiscal quarter ended June 30, 2000.  The
increase  in  the number of customers, coupled with an increase in the number of
employers  who are customers of the Company's customers, resulted in an increase
in revenue by $263,108, or 148%, from $175,720 for the fiscal quarter ended June
30,  2000, to $438,828 for the fiscal quarter ended June 30, 2001.  With respect
to  the  source  of the Company's revenue, the Company's three largest customers
are  the  source of approximately 50% of the Company's revenue.  The Company has
signed  numerous  agreements  with  new  customers that the Company is currently
implementing  for  utilization  of  its provider networks.  The Company believes
revenue  will  continue  to  increase  as  it  implements  these  new customers.

     Cost  of  sales.  Cost of sales increased by $95,128, or 219%, from $43,400
during  the  fiscal  quarter  ended June 30, 2000, to $138,528 during the fiscal
quarter  ended June 30, 2001.  The Company's cost of sales consists primarily of
fees  paid  for  sales  commissions  to sales personnel, fees paid for access to
third  party  provider  networks where the Company does not have its own network
and  commission  overrides.  Sales  commissions and commission overrides 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.


                                      -12-
<PAGE>
     For the fiscal quarter ended June 30, 2001, cost of sales were comprised of
sales  commissions  of  $46,463,  network  access  fees  of  $61,910, commission
overrides  of  $16,882  and other miscellaneous costs of $13,273.  Cost of sales
will  increase  as  revenue  increases.

     The  Company  utilizes  its own personnel to develop its provider networks.
The  Company  intends to expand its own provider networks in additional areas of
the  country  in  conjunction  with  the  expansion  of  its customer base.  The
Company's provider networks, either through direct contracting with providers or
through  access  agreements  with  third  party  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 $167,980, or 127%,
from  $132,320 during the fiscal quarter ended June 30, 2000, to $300,300 during
the  fiscal  quarter ended June 30, 2001.  Gross profit as a percentage of sales
decreased  from 75% during the fiscal quarter ended June 30, 2000, to 68% during
the  fiscal  quarter  ended  June  30,  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, access fees for third party provider
networks  and  commission  overrides.

     General  and  administrative expenses.  General and administrative expenses
increased  by $48,208, or 9%, from $538,527 during the fiscal quarter ended June
30,  2000,  to  $586,735  during  the  fiscal  quarter ended June 30, 2001.  The
Company  has  experienced  a  slight increase in its personnel during the fiscal
quarter ended June 30, 2001, which increased its payroll and related expenses by
$51,979  over the 2000 fiscal quarter.  Comparing expenses of the fiscal quarter
ended  June  30,  2001,  to  those  of  the  fiscal quarter ended June 30, 2000,
expenses  associated  with office administration increased by $18,375, which was
primarily  attributable  to  signing  a new lease for its executive offices that
resulted  in  adding  additional  office  space.  Professional fees decreased by
$21,844  which  was  attributable  to a $67,000 reduction in the amounts paid to
outside  consultants,  which amount was partially offset by an increase in legal
fees  and  investor  relations  fees  of  $25,225  and  $16,939,  respectively.

     The Company added personnel during the fiscal 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
$24,796,  or 72%, from $34,285 during the fiscal quarter ended June 30, 2000, to
$9,489  during  the  fiscal  quarter ended June 30, 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 to be $200,000.  The Company amortized the carrying value
of the stock issued as inducement for the loans over the term of the loans.  The
capitalized  loan  costs  have  now  been fully amortized which accounts for the
decrease  in  amortization  expense.

     Interest  expense.  Interest  expense  decreased  by  $12,360, or 49%, from
$25,231  for  the  fiscal quarter ended June 30, 2000, to $12,871 for the fiscal
quarter  months  ended  June  30,  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.  The  Company  has  issued  $500,000  of  three-year  10%  convertible
subordinated  unsecured  notes  due June 2004.  The Company anticipates interest
expense  will  increase  in  the  future  as  a result of the convertible notes.


                                      -13-
<PAGE>
CAPITAL  RESOURCES

     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.

     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 a
pre-determined  price  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.
Management  believes  that  the  necessary  funding  to  implement the Company's
business  plan  has  been  obtained.

LIQUIDITY

     The  ability  of  the Company to satisfy its obligations depends in part on
its  ability  to  reach  a  profitable  level  of  operations.  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  for the fiscal quarter ended June 30, 2001,
increased  148%  from  $175,720  for  the fiscal quarter ended June 30, 2000, to
$438,828  for the 2001 fiscal quarter.  Revenue 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 provider 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.  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.


                                      -14-
<PAGE>
                          PART II     OTHER INFORMATION

Item 1.  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 2.  Changes  in  Securities  and  Use  of  Proceeds.

                     RECENT SALES OF UNREGISTERED SECURITIES

     Set  forth  below  is  certain  information  concerning  all  issuances  of
securities  by  the  Company during the fiscal quarter ended June 30, 2001, that
were  not  registered  under  the  Securities  Act.

     On  April  1,  2001,  under  the  terms  of  a written employment agreement
executed  by  the  Company, the Company issued 100,000 shares of common stock to
Carl  A.  Chase,  an  officer  of the Company, valued at $25,000 pursuant to the
exemption  provided  by  Rule  506  of  the  Securities  Act.

     On  April  30,  2001, pursuant to the exemption provided by Rule 506 of the
Securities  Act,  the Company issued and sold 106,665 shares of its common stock
to  Trevor  D.  Ling,  an  accredited  investor,  in  consideration for $21,333.

     On  June  11,  2001,  pursuant to the exemption provided by Rule 506 of the
Securities  Act,  the  Company  issued a three-year 10% convertible subordinated
unsecured  note in the amount of $50,000 to Robert D. Johnson, a director of the
Company. The note is convertible into Company common stock at a conversion price
of  $0.36  per  share  anytime  prior  to  June  10,  2004.

     On  June  18,  2001,  pursuant to the exemption provided by Rule 506 of the
Securities  Act,  the  Company  issued a three-year 10% convertible subordinated
unsecured  note  in the amount of $300,000 to John K. Baldwin, a director of the
Company.  The  note  is  convertible  into  Company common stock at a conversion
price  of  $0.36  per  share  anytime  prior  to  June  17,  2004.

     On  June  15,  2001,  pursuant to the exemption provided by Rule 506 of the
Securities  Act,  the  Company  issued a three-year 10% convertible subordinated
unsecured  note  in the amount of $150,000 to Robert C. Johnson.  Mr. Johnson is
not  related  to  Mr.  Robert  D. Johnson.  The note is convertible into Company
common  stock at a conversion price of $0.36 per share anytime prior to June 17,
2004.

     The  Company  issued  the  above  securities  pursuant  to  Rule 506 of the
Securities  Act to accredited investors, as defined in Rule 501 of Regulation D.
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  certificates  evidencing  the  securities.  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 3.  Defaults  Upon  Senior  Securities  -  None

Item 4.  Submission  of  Matters  to  a  Vote  of  Security  Holders  -  None

Item 5.  Other  Information  -  None


                                      -15-
<PAGE>
Item 6.  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
               (incorporated  by reference to Exhibit 3.2 to Registrant's Annual
               Report on Form 10-KSB/A, dated May 31, 2002)
3.3            Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to
               Registrant's Registration Statement on Form 10-SB, dated July 26,
               1994,  SEC  File  No.  0-23514)
4.1            Specimen  of  Registrant's Common Stock Certificate (incorporated
               by  reference  to Exhibit 4 to Registrant's Annual Report on Form
               10-KSB/A,  dated  June  29,  2000)
4.2            Three-year  10%  Convertible  Subordinated  Unsecured  Notes
               (incorporated  by reference to Exhibit 4.2 to Registrant's Annual
               Report  on  Form  10-KSB,  dated  June  28,  2001)
10.1           Employment  Agreement with William W. Wollenberg (incorporated by
               reference  to  Exhibit 10.1 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)
10.2           Employment  Agreement  with  Carl  A.  Chase  (incorporated  by
               reference  to  Exhibit 10.2 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)
10.3           Employment  Agreement  with  Harry  M.  Neer  (incorporated  by
               reference  to  Exhibit  10.1  to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  February  14,  2001)
10.4           Employment  Agreement  with  Larry  K.  Hinson  (incorporated  by
               reference  to  Exhibit  10.2  to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  February  14,  2001)
10.5           Consulting  Agreement  with  John  K.  Baldwin  (incorporated  by
               reference  to  Exhibit 10.5 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)
10.6           Engagement  Agreement  with  John  K.  Baldwin  (incorporated  by
               reference  to  Exhibit 10.6 to Registrant's Annual Report on Form
               10-KSB,  dated  June  28,  2001)
10.7           Lease  Agreement  at  50  Briar  Hollow Lane, Suite 515W Houston,
               Texas  77027  (incorporated  by  reference  to  Exhibit  10.2  to
               Registrant's Annual Report on Form 10-KSB/A, dated June 29, 2000)
10.8           2000  Long-term  Incentive  Plan  (incorporated  by  reference to
               Exhibit  4.5  to Registrant's Form S-8, dated April 24, 2001, SEC
               File  No.  333-59476)
10.9           Amended  Engagement  Agreement with John K. Baldwin (incorporated
               by  reference to Exhibit 10.9 to Registrant's Quarterly Report on
               Form 10-QSB, dated August 14, 2001)

     (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-QSB.


                                      -16-
<PAGE>
SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ROCKPORT HEALTHCARE GROUP, INC.
(Registrant)

May 31, 2002                    /s/  Larry  K.  Hinson
                                ------------------------------------------------
                                Larry  K.  Hinson
                                Chief Financial and Principle Accounting Officer
                                (Duly  authorized  officer)



                                      -17-
<PAGE>