<PAGE>
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C. 20549
                                       
                                 FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended December 31, 1998

[ ]  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 Registrant as specified in its Charter)

           Delaware                                           33-0611497
--------------------------------                    --------------------------
 State or other Jurisdiction of                       I.R.S. Employer Identi-
 Incorporation or Organization                              fication No.

            50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027
------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

                                (713) 621-9424
------------------------------------------------------------------------------
             (Registrant's Telephone Number, including Area Code)
                                       
                                       

     Indicate by check mark whether the Registrant (i) 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 (ii) has been subject to 
such filing requirements for the past 90 days.

                            Yes _X__         No_____

     Indicate the number of shares outstanding of each of the issuer's 
classes of Common Stock, as of the latest practical date.

 Common Stock, $.001 par value                             4,463,982
--------------------------------                 -----------------------------
 Title of Class                                   Number of Shares outstanding
                                                      at December 31, 1998
One exhibit included.

                                       1
<PAGE>

                       ROCKPORT HEALTHCARE GROUP, INC.
                    (COMPANIES IN THE DEVELOPMENT STAGE)
                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            DEC 31,
                                                              1998          MARCH 31,
                                                           (UNAUDITED)        1998
                                                           -----------      ---------
<S>                                                        <C>              <C>
                                   ASSETS
Current:
   Cash                                                     $  100,847      $  1,398
   Receivables:
      Trade                                                     12,083          -
      Due from employee                                        -                 100
      Stock subscriptions receivable (Notes 2 and 13)          911,000          -
   Prepaid expenses                                              1,541         7,449
                                                            ----------      --------
          Total Current Assets                               1,025,471         8,947
                                                            ----------      --------

Property, Plant and Equipment (Note 1)
   Office furniture and equipment                               26,179        25,317
   Computer equipment and software                              39,450        39,450
   Telephone equipment                                          15,085        12,617
                                                            ----------      --------
                                                                80,714        77,384
   Less accumulated depreciation                                16,122         5,724
                                                            ----------      --------
          Net Property, Plant and Equipment                     64,592        71,660
                                                            ----------      --------

Other
   Deposits                                                     10,015        12,071
   Organization cost, net of amortization                        2,094         1,785
   Note receivable                                             -              20,000
   Notes receivable - employee stock loans (Note 13)           135,000          -
   Capitalized loan costs, net of amortization (Note 5)        175,000          -
   Other assets                                                  9,541          -
   Goodwill (Note 8)                                            99,849          -
                                                            ----------      --------
          Total Other Assets                                   431,499        33,856
                                                            ----------      --------
   TOTAL ASSETS                                             $1,521,563      $114,463
                                                            ----------      --------
                                                            ----------      --------
</TABLE>

           See accompanying notes to unaudited financial statements.

                                       2
<PAGE>
                                       
                       ROCKPORT HEALTHCARE GROUP, INC.
                    (COMPANIES IN THE DEVELOPMENT STAGE)
                        CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                           DEC. 31,
                                                             1998           MARCH 31,
                                                          (UNAUDITED)         1998
                                                          -----------       ---------
<S>                                                       <C>               <C>
               LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Advances payable                                       $    25,000       $  25,000 
   Notes payable (Note 5)                                     300,000            -
   Accounts payable (Note 3)                                   89,537          30,112 
   Payroll taxes payable                                       88,846          13,662 
   Accrued payroll and related taxes                           25,558          15,417 
   Accrued interest payable                                     7,414           4,340 
   Due to shareholders, directors, officers, and
    employee (Note 4)                                          33,092         174,983 
                                                          -----------       ---------
      Total Current Liabilities                               569,447         263,514 
                                                          -----------       ---------

Long-Term Debt:
   Note payable (Note 5)                                         -             75,000 
                                                          -----------       ---------
          Total Liabilities                                   569,447         338,514 
                                                          -----------       ---------

Commitments and Contingencies (Notes 5, 7 and 8)

Shareholders' Equity:
   Preferred stock, $.001 par value, 1,000,000
      authorized, no shares issued and outstanding
   Common stock, no par value, 20,000,000 shares authorized,
      4,463,982 shares issued and outstanding                   4,464           2,462 
   Additional paid in capital                               2,335,356          84,298 
   Retained earnings                                       (1,387,704)       (310,811)
                                                          -----------       ---------
          Total Shareholders' Equity                          952,116        (224,051)
                                                          -----------       ---------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $ 1,521,563       $ 114,463 
                                                          -----------       ---------
                                                          -----------       ---------
</TABLE>
                                       
            See accompanying notes to unaudited financial statements.

                                       3
<PAGE>

                       ROCKPORT HEALTHCARE GROUP, INC.
                     (COMPANIES IN THE DEVELOPMENT STAGE)
                                       
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                           FOR THE THREE MONTHS          FOR THE NINE MONTHS
                                                   ENDED                         ENDED  
                                                DECEMBER 31,                 DECEMBER 31,

                                             1998         1997           1998           1997
                                          ---------     --------     -----------      --------
<S>                                       <C>           <C>          <C>              <C>
 Income:
       Network fees                       $   8,068     $  4,625     $    27,873      $  4,625 
 Cost Of Sales:
       Network access fees                    4,481                        7,524 
                                          ---------     --------     -----------      --------

 Gross Profit                                 3,587        4,625          20,349         4,625 

 Operating Expenses:
       General and administrative           353,709       31,796         998,472        31,796 
       Depreciation and amortization         70,308            5          85,698             5 
                                          ---------     --------     -----------      --------
                                            424,017       31,801       1,084,170        31,801 
                                          ---------     --------     -----------      --------
 Net Loss Before Other Income (Expense)
       and Income Taxes                    (420,430)     (27,176)     (1,063,821)      (21,176)
 Other Income (Expense)
       Interest income                                        43                            43 
       Interest expense                      (9,527)        (285)        (13,072)         (285)
                                          ---------     --------     -----------      --------
                                             (9,527)        (242)        (13,072)         (242)
                                          ---------     --------     -----------      --------

 Net Loss Before Income Taxes              (429,957)     (27,418)     (1,076,893)      (27,418)
 Income taxes                                  -                           -
                                          ---------     --------     -----------      --------
 Net Loss                                 $(429,957)    $(27,418)    $(1,076,893)     $(27,418)
                                          ---------     --------     -----------      --------
                                          ---------     --------     -----------      --------
                                                                   

 Net Loss per share                       $   (0.11)    $   (.02)    $     (0.32)     $   (.02)
                                          ---------     --------     -----------      --------
                                          ---------     --------     -----------      --------

 Weighted Average Number of Shares
       Outstanding                         
                                          4,063,427    1,467,442       3,402,075     1,338,582 
</TABLE>
                                       
         See accompanying notes to unaudited financial statements.

                                       4
<PAGE>

                       ROCKPORT HEALTHCARE GROUP, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                               ADDITIONAL                      TOTAL
                                         PREFERRED     COMMON   PAID IN      RETAINED      SHAREHOLDERS'
                                           STOCK       STOCK    CAPITAL      EARNINGS          EQUITY
                                        -----------    ------  ----------   -----------    ------------ 
<S>                                     <C>            <C>     <C>          <C>            <C>
Balance March 31, 1998                  $         0     2,462      84,298     (310,811)    $  (224,051)
Stock Issued, 2,002,960 shares                 -        2,002   2,251,058         -          2,253,060 
Net Loss                                       -         -           -      (1,076,893)     (1,076,893)
                                        --------------------------------------------------------------
Balance Dec. 31, 1998 (unaudited)       $         0     4,464   2,335,356   (1,387,704)    $   952,116 
                                        --------------------------------------------------------------
                                        --------------------------------------------------------------
</TABLE>


              See accompanying notes to unaudited financial statements





















                                       5
<PAGE>
                                       
                       ROCKPORT HEALTHCARE GROUP, INC.
                     (COMPANIES IN THE DEVELOPMENT STAGE)
                                       
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                               FOR THE THREE MONTHS       FOR THE NINE MONTHS
                                                     ENDED                       ENDED      
                                                   DECEMBER 31,               DECEMBER 31,
                                                 1998        1997          1998          1997
                                              ---------    --------      ---------     -------
<S>                                           <C>          <C>         <C>            <C>
 Operating Activities:
    Net Loss                                  $(429,957)   $(27,418)   $(1,076,893)   $(27,418)

    Adjustments to reconcile net loss to 
       cash used in operating activities:
       Depreciation                               3,521         986         10,398         986 
       Amortization of organization costs           121           5            301           5 
       Amortization of loan costs                66,667        -            75,000        -
       Stock issued for services                   -           -            25,000        -
       Write-off of bad debt                     20,000        -            20,000        -
       Changes in assets and liabilities:
          Accrued interest receivable              -            (42)          -            (42)
          Accounts payable                       39,832      (2,000)        59,425      (2,000)
          Payroll taxes payable                  48,619       2,671         75,184       2,671 
          Accrued payroll and payroll
            taxes                                (1,528)       -            10,141        -
          Accrued management fees               (22,000)       -            35,000        -
          Accrued interest payable                  201         285          3,074         285 
          Amounts due to shareholder               -         10,833           -         10,833 
          Accounts receivable - trade            (4,551)       -           (12,083)       -
          Prepaid expenses                          166         416          5,908         416 
                                              ---------    --------    -----------     -------
 Cash Used in Operating Activities             (278,909)    (14,265)      (769,546)    (14,265)
                                              ---------    --------    -----------     -------

 Financing Activities:
    Proceeds from sale of stock                 221,100        -           507,100        -
    Proceeds from stock subscription of
      sub.                                         -          5,000           -          5,000 
    Proceeds from notes payable                 100,000        -           300,000        -
    Loans from shareholders                       7,148        -            73,377        -
    Deposit refunds                                -           -             2,056        -
                                              ---------    --------    -----------     -------
 Cash Provided by Financing Activities          328,248       5,000        882,533       5,000 
                                              ---------    --------    -----------     -------

 Investing Activities:
    Purchase of fixed assets                     (2,468)       -            (3,330)       -
    Investment in Key Card contract              (5,421)       -            (8,746)       -
    Employee Advances                               (53)       -              -           -
    Organization costs                             -           -              (210)       -
    Investments in subsidiaries                  (1,253)       -            (1,253)       -
                                              ---------    --------    -----------     -------
 Cash Used in Investing Activities               (9,195)       -           (13,539)       -
                                              ---------    --------    -----------     -------

 Net Increase (Decrease) in Cash                 40,145      (9,265)        99,449      (9,265)
 Cash and Cash Equivalents, beginning            60,702      10,603          1,398      10,603 
                                              ---------    --------    -----------     -------
 Cash and Cash Equivalents, end of period     $ 100,847    $  1,338    $   100,847     $ 1,338 
                                              ---------    --------    -----------     -------
                                              ---------    --------    -----------     -------
</TABLE>

              See accompanying notes to unaudited financial statements.

                                       6
<PAGE>
                                       
                         ROCKPORT HEALTHCARE GROUP, INC.
                       (COMPANIES IN THE DEVELOPMENT STAGE)
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


NOTE 1:        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS
     
Rockport Healthcare Group, Inc. (the "Company") was incorporated under the 
laws of the State of Delaware on May 4, 1992.  On December 17, 1997, the 
Company purchased Rockport Group of Texas, Inc. through the issuance of 
1,442,432 shares of common stock, and the surrender, redemption, and 
retirement of 254,760 shares of Treasury common stock.  These financial 
statements have been consolidated effective as of December 17, 1997.
     
In connection with the Company's purchase of its subsidiary, Rockport Group 
of Texas, Inc., the then management of the company resigned and was replaced 
by the management of Rockport Group of Texas, Inc.

Effective January 16, 1998, the Company filed and has been approved by the 
State of Delaware to change its name to Rockport Healthcare Group, Inc.  The 
Company is in the process of notifying and effectuating this name change with 
the Securities and Exchange Commission.

In addition to Rockport Group of Texas, Inc., as of December 31, 1998, the 
following wholly-owned subsidiaries had been formed or acquired:

     Rockport Occupational Network, Inc.
     Rockport Advanced Care, Inc.
     Rockport Community Network, Inc.
     Newton Healthcare Network, LLC
     Rockport Occupational Network - Greater Houston, LLC

As of September 14, 1998, the Rockport Community Network, Inc. acquired all 
of the issued and outstanding stock of Newton Healthcare Network, LLC, a 
Texas preferred healthcare provider network for 100,000 shares of stock of 
Rockport Healthcare Group, Inc.

CASH AND CASH EQUIVALENTS

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

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost.  Expenditures for renewals 
and betterment's are capitalized and maintenance and repairs are expensed as 
incurred.  Depreciation and amortization are computed by the straight-line 
method over the estimated useful lives of the assets as follows:

<TABLE>
<S>                                                  <C>
          Office furniture and equipment ........... 7 years
          Computer equipment and software .......... 3 to 5 years
          Telephone equipment ...................... 7 years
</TABLE>

                                       7
<PAGE>

ORGANIZATION COSTS

Prior to the acquisition of Rockport Group of Texas, Inc., the Company's 
activities had been limited to organizational matters.  The Company's 
organization costs of $271 have been amortized on a straight-line basis over 
a period of five years.  As of March 31, 1997, all but $5 had been expensed, 
with this $5 expensed during this reporting period.  Organization costs for 
subsidiaries are amortized on the straight-line basis over a period of five 
years.

INCOME TAXES

The Company has adopted the liability method of  accounting for income taxes 
in accordance with SFAS No. 109, ACCOUNTING FOR INCOME TAXES.  Under the new 
accounting standard, the Company provides deferred income taxes based on 
enacted income tax rates in effect on the dates temporary differences between 
financial reporting and tax bases of assets and liabilities reverse.  The 
effect on deferred tax assets and liabilities of a change in income tax rates 
is recognized in the period that includes the enactment date.

The Company will file its initial income tax return using the cash basis of 
accounting.  Since the utilization of net operating loss carryforwards are 
not assured, no benefit for future offset of taxable income has been 
recognized.

REVENUE RECOGNITION

Revenue will be recognized as products and services are delivered and earned. 
Losses are recognized when reasonable estimates of the amount of the loss can 
be made.

NOTE 2:        STOCK SUBSCRIPTIONS RECEIVABLE

The Company has a Stock Subscription Receivable for 1,000,000 shares due from 
a third party. Of the original amount due, $89,000 has been collected during 
the current fiscal year through December 31, 1998. The balance is expected to 
be collected during the first calendar quarter of 1999.

NOTE 3:        PRIOR PERIOD ADJUSTMENT

The Company's prior president and controlling shareholder, Jehu Hand had 
advanced $1,198 to fund operations; $1,168 had been expensed in prior 
periods, with $30 having been expensed during the first six months of this 
reporting period.  In connection with the purchase of the Company's 
subsidiary, Mr. Hand released the Company of this liability, such that the 
$1,168 expensed in previous years has been reported as an adjustment of prior 
periods.

NOTE 4:        DUE TO SHAREHOLDERS, DIRECTORS, OFFICERS, AND EMPLOYEE

Shareholders who are also directors and officers of the Company and an 
employee of the Company's subsidiary have advanced funds to the Company's 
subsidiary for operations, and have deferred receipt of a portion of 
remuneration owed during this reporting period, the balance of which remains 
in the amount of $33,092, $5,250 of which is represented by deferred 
management fees, as of December 31, 1998.  These monies are to be repaid as 
funds become available. Effective October 31, 1998, three directors and 
officers converted $324,960 of debt to equity at the rate of $1.00 per share.

The Company has expensed management fees in the consolidated income statement 
of $210,500 of which $5,250 has been accrued and reported as due to the 
shareholders or the employees of the Company as of December 31, 1998.

Prior to its acquisition, the Company's subsidiary had expensed management 
fees of $36,667.

                                       8
<PAGE>

NOTE 5:        NOTES PAYABLE

A subsidiary of the Company's preferred stock shareholder who is also a 
director of both the Company and it's subsidiaries has loaned the Company's 
subsidiary $100,000 for an 8% note payable due over a one year period, 
commencing upon the Company first obtaining a positive cash flow.  This note 
payable has been reduced by $25,000, as a result of the payment made by the 
Company to the prior controlling shareholder on behalf of this shareholder to 
effectuate the transfer of control of the Company. Additional loans in the 
amount of $57,000 were advanced by this shareholder during the six months 
ended September 30, 1998.

On September 14, 1998, Bannon Energy Incorporated loaned the Company $200,000 
for a one year, 8% note payable in the same amount plus 200,000 shares of the 
Company's common stock. The stock, valued at $1.00 per share has been 
recorded as a loan cost and is being amortized over the period of the loan, 
one year.

On November 5, 1998, a stockholder loaned the Company $100,000 for a six 
month, 10% note payable in the same amount plus 50,000 shares of the 
Company's common stock. The stock, valued at $1.00 per share has been 
recorded as a loan cost and is being amortized over the period of the loan, 
six months.
   

NOTE 6:        LEASES

The Company's subsidiary has assumed leases for office space and office 
equipment under operating leases expiring at various dates through 2002. 
Management expects that in the normal course of business, leases will be 
renewed or replaced by similar leases.  Future minimum lease payments for 
each year in the four-year period ending March 31, 2002 are as follows:

<TABLE>
<S>                         <C>
               1999         $  32,333    
               2000         $ 123,628   
               2001         $  32,226
               2002         $   1,830
</TABLE>

NOTE 7:        LEGAL PROCEEDINGS

There are no legal proceedings against the Company.
     
NOTE 8:        ACQUISITION

As of December 12, 1997, the Company entered into an agreement with Rockport 
Group of Texas, Inc. ("RGT"), a Nevada corporation, for the shareholders of 
the Company to exchange 80% of the Company's issued and outstanding common 
stock for all of the issued and outstanding stock of RGT. Effective December 
17, 1997, the exchange of stock occurred, making RGT a wholly owned 
subsidiary of the Company.
     
The Company's subsidiary has remitted to Jehu Hand, the controlling 
shareholder prior to this acquisition, $5,000 for legal fees in connection 
with effectuating this acquisition and change in control.

The Company changed its name to Rockport Healthcare Group, Inc. effective 
January 16, 1998.
 
On September 14, 1998, Rockport Community Network, Inc. acquired all of the 
issued and outstanding stock of Newton Healthcare Network, LLC in exchange 
for 100,000 shares of the Company's common stock. Goodwill has been recorded 
in the amount of $100,000 and will be amortized over a 20 year period.

                                       9
<PAGE>

NOTE 9:        CONTINGENT LIABILITIES

The Company's subsidiary has issued 1,000 shares of its 8%, cumulative, 
non-participating preferred stock.  The stock is redeemable at $200 per share 
and is expected to be redeemed out of the future cash flow of the Company.

NOTE 10:       RELATED PARTY TRANSACTIONS
   
In connection with the acquisition by the Company of RGT, RGT remitted on 
behalf of the then three common stock shareholders $75,000 ($25,000 for each) 
to the controlling shareholder of the Company, Jehu Hand, for the right to 
exchange the common stock of RGT for that of common stock of the Company.  
The Company's subsidiary has reflected in their consolidated financial 
statements this remittance made on behalf of its then shareholders as a 
$25,000 reduction in the prior advances and/or the note payable made by each 
of these shareholders/directors.

NOTE 11:       PROSPECTIVE SUBSEQUENT EVENTS/GOING CONCERN
   
The Company has proposed through the sale of additional common stock to raise 
additional funding which will allow and provide for on-going operations, as 
well as future potential acquisitions and the ability for the Company to meet 
its financial responsibilities and commitments.  Should the proposed funding 
not materialize, the Company would not be able to proceed prospectively, and 
therefore, would no longer anticipate being a going concern.

NOTE 12:       INCOME TAXES

The fiscal year end of the Company is March 31.  As of March 31, 1997, the 
Company would have had a net operating loss carryforward of $3,258 that would 
begin expiring in the year 2010; however, due to the effects of the prior 
period adjustment (Note 2), this net operating loss carryforward will be 
adjusted to $2,090.  The consolidated tax return filed for the March 31, 1998 
fiscal year reflects a loss of $232,886, which will increase the carryover 
loss.  This component would expire in the year 2013.

NOTE 13:       STOCK OPTION PLAN AND OTHER STOCK TRANSACTIONS

The Company had stock option plans for directors, officers, employees, 
advisors, and employees of companies that do business with the Company, which 
provide for non-qualified stock options.  The Stock Option Committee of the 
Board determined the option price which can not be less than the fair market 
value at the date of the grant of 110% of the fair market value if the 
Optionee holds 10% or more of the Company's common stock.  The price per 
share of shares subject to a Non-Qualified Option shall not be less than 85% 
of the fair market value at the date of the grant.  Options generally expire 
either three months after termination of employment, or ten years after date 
of grant (five years if the Optionee holds 10% or more of the Company's 
common stock at the time of grant).

On May 4, 1997, all outstanding stock option agreements had expired, and 
there were no extensions or renewals.

On September 1, 1998, the Company sold 135,000 shares of its stock to certain 
key officers and employees at the price of $1.00 per share. The Company 
received non-recourse notes receivable secured by the stock in exchange. The 
notes are due and payable in one year from the issuance of the stock.

The Company entered into a funding arrangement with Primex Capital of 
Houston, Texas whereby the Company issued 500,000 shares of its stock in 
exchange for $1,000,000 payable in increments with funding to be completed 
during 1999. The Company has collected $89,000 during the current fiscal 
year. The balance has been reflected as a Subscription Receivable as of 
December 31, 1998.

                                       10
<PAGE>

     Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF 
                OPERATIONS AND FINANCIAL CONDITION
          
     The Company is seeking capital to fully commence operations and 
implement its business plan. Sales of the Company's common stock, as well as 
loans and advances from shareholders, directors, and officers have funded 
organizational activities to date. 

     The goal of the Company is to deliver, through various subsidiaries, 
comprehensive, integrated services and/or products to defined healthcare 
populations. The result will be a managed care organization comprised of 
doctors, hospitals, clinics, chiropractors, dentists, prescription drug, 
hearing and vision care providers, focused to address three health care 
markets: workers' compensation; catastrophic diseases and injuries; and the 
nearly 110 million Americans who are uninsured, non-insurable and 
underinsured.

     Healthcare is a massive and dynamic industry in which significant niche 
opportunities exist. The Company has targeted a number of these inadequately 
served niche markets believed to afford the prospect of a high rate of return 
for stockholders. The Company will employ innovative and cost effective 
techniques and procedures for the delivery of these services. The strategy 
for accomplishing responsible but rapid growth and obtaining the competitive 
edge includes entry into strategic alliances and acquisition of compatible 
quality networks and health care service companies.

     Substantial resources have been invested in developing the 
infrastructure to include core management functions, such as customer 
service, provider relations and finance, designed to support each of the 
Company's product lines. This will reduce the cost of operating each separate 
subsidiary and will improve the quality of services rendered.

     The Rockport Healthcare Group, Inc. subsidiaries include:

          Rockport Community Network, Inc. is a preferred provider organization
          (PPO) dedicated to developing national networks of high quality
          doctors, hospitals, dentists, chiropractors, prescription drug,
          hearing, vision care providers and other healthcare providers of goods
          and services to serve the workers' compensation market.
          
          Newton Healthcare Network, LLC is a state-wide preferred provider
          organization in Texas which will serve the accident and health and
          medical access savings card markets.
          
          Rockport Occupational Network, Inc. is an equity model exclusive
          provider organization (EPO) designed specifically to align the
          incentives among the stakeholders: employees, payors, providers and
          the network and offers highly managed workers' compensation health
          services.
          
          Rockport Advanced Care, Inc. is a comprehensive and integrated
          catastrophic disease and injury network organization comprised of
          nationally recognized providers of disease/illness/injury specific
          tertiary and quartinary care including: 

                                       11
<PAGE>

          trauma, burns, transplants, hearts, high risk maternal, perinatal and 
          neonatal, cancer; gamma knife; neurological and gastrointestinal 
          disease.

          Rockport Group of Texas, Inc. provides consulting services to the
          managed care industry and houses the core management functions of the
          Company.
          
          
The Company is also in the process of establishing or acquiring a company to 
market a medical access savings card. This savings card will be marketed to 
the uninsured, non-insurable and under-insured populations. The initial 
marketing of the card will be in Texas and Louisiana. A marketing contract 
has been entered into with a Hispanic owned marketing company located in 
Houston, Texas to market the card to the Hispanic population initially in 
Texas. The medical access savings card not only provides for savings on 
healthcare products and services, it also assists, through the toll free 
provider referral telephone number, those individuals not knowledgeable in 
healthcare specialties to locate and use the proper type of healthcare 
provider.

     The following activities, acquisitions and investments are required to 
begin operations and generate revenue:

     Rockport Community Network, Inc. - Network access agreements have been 
executed with a national preferred provider organization and local preferred 
provider organizations in Louisiana, Ohio, and Indiana. Several payor 
contracts have been signed which began generating revenue in July, 1998. 
Rockport Community Network acquired Newton Healthcare Network on September 
14, 1998. Newton is a state-wide preferred provider organization in Texas. 
The Company has entered into an agreement whereby a large Houston employer 
with over 30,000 employees began to utilize the services of Rockport 
Community Network as of in January 15, 1999.

     Rockport Occupational Network, Inc. - The equity structure has been 
determined and the legal opinion has been obtained confirming that the 
structure complies with all Federal or state regulations. Primary care 
physicians in the Houston market have been identified and contacted and will 
be contracted, initial payor agreements signed and revenue is expected to  
begin in May, 1999. 

     Rockport Advanced Care, Inc. will begin development of its specialty 
networks for catastrophic diseases and injuries in 1999 and will not begin to 
produce revenue until the year 2000.

     Rockport has signed an agreement to process and administer the current 
accounts of Key Card Company. Development of the Company's Medical Passport 
Card and the "MAS" Card for the Hispanic market has begun and Card sales are 
scheduled to begin in March, 1999. Continued development of the Card and 
installation of the systems necessary to process the Card will cost 
approximately $50,000.

     Current resources of the Company are inadequate to accomplish the tasks 
and acquisitions above and to fund the negative cash flow from operations, 
the total of which is estimated at $800,000. This amount is anticipated to be 
generated from the sale of the Company's stock and borrowings. The Company 
received its Acceptance Letter from the 

                                       12
<PAGE>

National Association of Securities Dealers and obtained its trading symbol, 
RPHL, as of January 20, 1999. The stock is expected to be publicly trading by 
the end of February, 1999.

     For several years, the Federal government has proposed various forms of 
national health insurance. Should a comprehensive national health insurance 
program be enacted, the Company would have to modify its business plan 
accordingly.

     The Company employed fourteen full time staff as of December 31, 1998. 
As the Company implements its business plan, more employees will be added as 
required by the Company's operations.
          
                                       
                             PART II. OTHER INFORMATION
                                          
     Item 1. LEGAL PROCEEDINGS - None
     
     Item 2. CHANGES IN SECURITIES - None
     
     Item 3. DEFAULTS UPON SENIOR SECURITIES - None
     
     Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None
     
     Item 5. OTHER INFORMATION - None
     
     Item 6. EXHIBITS AND REPORTS ON FORM 8-K
     
             Ex. 27 - Financial Data Schedule

                                       
                                  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.
     
                                         ROCKPORT HEALTHCARE GROUP, INC.
                                         (Registrant)


                                         /s/ Larry K. Hinson
                                         --------------------------------------
 February 15, 1999                       Larry K. Hinson
                                         Chief Financial and Accounting Officer
                                         (duly authorized officer)