<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 September 30, 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
    Incorporation or Organization                 Identification 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                              3,936,722
-------------------------------                   ----------------------------
       Title of Class                             Number of Shares outstanding
                                                     at September 30, 1998

One exhibit included.

                                       1
<PAGE>

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

<TABLE>
<CAPTION>

                                                      MARCH 31,     SEPT. 30,
                                                        1998           1998
                                                      ---------    ----------
                                      ASSETS
<S>                                                   <C>          <C>

Current:
  Cash                                                 $  1,398     $  60,702
  Receivables:
    Trade                                                               7,532
    Due from employee                                       100            47
    Stock subscriptions receivable (Notes 2 and 13)                   971,000
  Prepaid expenses                                        7,449         1,707
                                                      ---------    ----------
      Total Current Assets                                8,947     1,040,987
                                                      ---------    ----------
Property, Plant and Equipment (Note 1)
  Office furniture and equipment                         25,317        26,179
  Computer equipment and software                        39,450        39,450
  Telephone equipment                                    12,617        12,617
                                                      ---------    ----------
                                                         77,384        78,246
  Less accumulated depreciation                           5,724        12,601
                                                      ---------    ----------
      Net Property, Plant and Equipment                  71,660        65,645
                                                      ---------    ----------
Other
  Deposits                                               12,071        10,015
  Organization cost, net of amortization                  1,785         1,815
  Note receivable                                        20,000        20,000
  Notes receivable - employee stock loans (Note 13)                   135,000
  Capitalized loan costs (Note 5)                                     191,667
  Investment in Key Card contract                                       3,325
  Goodwill (Note 8)                                                   100,000
                                                      ---------    ----------
      Total Other Assets                                 33,856       461,821
                                                      ---------    ----------
TOTAL ASSETS                                           $114,463    $1,568,454
                                                      ---------    ----------
                                                      ---------    ----------
</TABLE>

                                       2
<PAGE>

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

<TABLE>
<CAPTION>


                                                      MARCH 31,     SEPT. 30,
                                                        1998           1998
                                                      ---------    ----------
                    LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                   <C>          <C>
Current Liabilities:
  Advances payable                                     $ 25,000    $
  Accounts payable (Note 3)                              30,112        49,705
  Payroll taxes payable                                  13,662        40,227
  Accrued payroll and related taxes                      15,417        27,086
  Accrued interest payable                                4,340         7,213
  Due to shareholders, directors, officers,
    and employee (Note 4)                               174,983       298,210
                                                      ---------    ----------
      Total Current Liabilities                         263,514       422,440
                                                      ---------    ----------
Long-Term Debt:
  Notes payable (Note 5)                                 75,000       275,000
                                                      ---------    ----------
      Total Liabilities                                 338,514       697,440
                                                      ---------    ----------
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, 3,936,722 shares issued and 
    outstanding                                           2,462         3,937
  Additional paid in capital                             84,298     1,824,824
  Retained Earnings                                    (310,811)     (957,747)
                                                      ---------    ----------
      Total Shareholders' Equity                       (224,051)      871,014
                                                      ---------    ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $114,463    $1,568,454
                                                      ---------    ----------
                                                      ---------    ----------
</TABLE>

               See accompanying notes to financial statements.

                                       3
<PAGE>

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

                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                           FOR THE SIX MONTHS      FOR THE THREE MONTHS
                                                 ENDED                      ENDED
                                             SEPTEMBER 30,              SEPTEMBER 30,

                                           1998        1997         1998         1997
                                       ----------   ----------  ----------   ----------
<S>                                    <C>          <C>         <C>          <C>
Income:
  Network fees                         $   19,805   $   -0-     $   19,805   $
Cost Of Sales:
  Network access fees                       3,043                    3,043
                                       ----------   ----------  ----------   ----------
Gross Profit                               16,762                   16,762

Operating Expenses:
  General and administrative              644,763           30     348,046           15
  Depreciation and amortization            15,390           28      11,866
                                       ----------   ----------  ----------   ----------
                                          660,153           58     359,912           15
                                       ----------   ----------  ----------   ----------
Net Loss Before Other Income (Expense)
  and Income Taxes                       (643,391)         (58)   (343,150)         (15)
Other Income (Expense)
  Interest expense                         (3,545)                  (1,251)
                                       ----------   ----------  ----------   ----------
Net Loss Before Income Taxes             (646,936)         (58)    344,401          (15)
Income taxes                                    0                        0
                                       ----------   ----------  ----------   ----------
Net Loss                               $ (646,936)  $      (58) $  344,401   $      (15)
                                       ----------   ----------  ----------   ----------
Net Loss per share                     $    (0.21)  $     (Nil) $    (0.10)  $     (Nil)
                                       ----------   ----------  ----------   ----------

Weighted Average Number of Shares
  Outstanding                           3,032,399    1,273,800   3,398,352    1,273,800

</TABLE>
                  See accompanying notes to financial statements.

                                       4
<PAGE>

                           ROCKPORT HEALTHCARE GROUP, INC.
                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                    FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998
                                    (Unaudited)

<TABLE>
<CAPTION>
                                                 ADDITIONAL                      TOTAL
                         PREFERRED     COMMON      PAID IN       RETAINED     SHAREHOLDERS'
                           STOCK       STOCK       CAPITAL       EARNINGS        EQUITY
                         ---------     ------    ----------      --------     -------------
<S>                      <C>           <C>       <C>             <C>          <C>
Beginning 3-31-98           $ 0        2,462         84,298      (310,811)     $ (224,051)
Stock Issued                           1,475      1,740,526                     1,742,001
Net Loss                                                         (646,936)       (646,936)
                         ---------     ------    ----------      --------     -------------
Balance, End of Period      $ 0        3,937      1,824,824      (957,747)     $ (871,014)
                         ---------     ------    ----------      --------     -------------
                         ---------     ------    ----------      --------     -------------
</TABLE>

               See accompanying notes to financial statements.

                                       5
<PAGE>


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

                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                             FOR THE SIX MONTHS       FOR THE THREE MONTHS
                                                    ENDED                     ENDED
                                                SEPTEMBER 30,             SEPTEMBER 30,
                                             1998          1997        1998          1997
                                           ---------       ----      ---------       ----
<S>                                        <C>             <C>       <C>             <C>
Operating Activities:
  Net loss                                 $(646,936)      $(35)     $(344,401)      $(15)
  Adjustments to reconcile net loss to
    cash flow for operating activities:
    Depreciation                               6,877                     3,443
    Amortization of organization costs           180          5             90         15
    Amortization of loan costs                 8,333                     8,333
    Stock issued for services                 25,000                    25,000
    Changes in assets and liabilities:
      Accounts payable                       19,593                     11,526
      Payroll taxes payable                  26,565                    (15,245)
      Accrued payroll                        10,141                      5,500
      Accrued payroll taxes                   1,518                      1,528
      Accrued management fees                57,000                     22,000
      Accrued interest payable                2,873                        873
      Accounts receivable - trade            (7,532)                    (7,532)
      Prepaid expenses                        5,742                      2,871
                                           ---------       ----      ---------       ----
Cash For Operating Activities              (490,637)         30       (286,015)
                                           ---------       ----      ---------       ----
Financing Activities:
     Proceeds from sale of stock            286,000                    104,000
     Proceeds from notes payable            200,000                    200,000
     Loans from shareholders                 66,229                     14,466
     Deposit refunds                          2,056                      2,055
                                           ---------       ----      ---------       ----
Cash from Financing Activities              554,285                    320,521
                                           ---------       ----      ---------       ----
Investing Activities:
     Purchase of fixed assets                  (862)                      (862)
     Investment in Key Card contract         (3,325)                    (3,325)
     Organization costs                        (210)                      (210)
     Employee advances, net                      53                        (47)
                                           ---------       ----      ---------       ----
Cash Used in Investing Activities            (4,344)                    (4,444)
                                           ---------       ----      ---------       ----
Net Increase in Cash                         59,304                     30,062
Cash and Cash Equivalents, beginning          1,398                     30,639
                                           ---------       ----      ---------       ----
Cash and Cash Equivalents, end of period   $ 60,702        $  0       $ 60,702       $  0
                                           ---------       ----      ---------       ----
                                           ---------       ----      ---------       ----
</TABLE>

                      See accompanying notes to financial statements.

                                       6
<PAGE>

                          ROCKPORT HEALTHCARE GROUP, INC.
                        (COMPANIES IN THE DEVELOPMENT STAGE)
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

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 of Treasury common stock 
shares.  These financial statements have been consolidated effective 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 September 30, 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

     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  SUBSCRIPTIONS RECEIVABLE

The Company has two Stock Subscription Receivables for 1,175,000 shares, both 
due from third parties. Of the original amount due, $104,000 has been 
collected during the current fiscal year through September 30, 1998, and 
$31,000 collected in October. The balance is expected to be collected during 
the fourth calendar quarter.

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 SHAREHOLDER, DIRECTOR, OFFICER, 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 $298,210, $110,500 of which is represented by deferred 
management fees, as of September 30, 1998. These monies are to be repaid as 
funds become available.

The Company has expensed management fees in the consolidated income statement 
of $150,000 of which $57,000 has been accrued and reported as due to the 
shareholders or the employees of the Company as of September 30, 1998.

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

                                       8
<PAGE>

NOTE 5.  NOTES PAYABLE

The subsidiary'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 
$57,000.00 were advanced by this shareholder during the six months ended 
September 30, 1998.

On September 14, 1998, Bannon Energy Corporation loaned the Company $200,000 
for a one year, 8% note payable in the same amount plus 200,000 shares of 
Rockport Healthcare Group, Inc.. 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.

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 five-year period ending March 31, 2002 are as follows:

<TABLE>

          <S>                  <C>
          1998                 $58,764
          1999                  68,558
          2000                  36,109
          2001                   3,660
          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 the 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 stock of Rockport Healthcare Group, Inc. Goodwill has 
been recorded in the amount of $100,000 and will be amortized over a 20 year 
period.

NOTE 9:  CONTINGENT LIABILITIES

                                       9
<PAGE>

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 TRANSACTION

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 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 Opitonee 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.

During the current period, 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 by 
December 31, 1998. The Company collected $74,000 during the current period. 
The balance has been reflected as a Subscription Receivable as of September 
30, 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 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 companies 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 has 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 and accident and health 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: trauma; burns; transplants; 
          hearts; high risk maternal; perinatal and neonatal; cancer; gamma 
          knife; neurological and gastrointestinal disease.

                                       11
<PAGE>

          Rockport Group of Texas, Inc. provides consulting services to the 
          managed care industry and houses the core management functions of 
          the Company.

          Newton Healthcare Network, LLC is a state-wide preferred provider 
          organization in Texas which will serve the accident and health, 
          workers' compensation, and medical savings card markets.

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. An agreement in 
principle has been reached 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 - Network access agreements have been 
executed with a national preferred provider organization and 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 received a letter of intent from a large Houston employer 
with over 30,000 employees to utilize the services of Rockport Community 
Network beginning in November, 1998.

     Rockport Occupational Network, Inc. - the equity structure has been 
determined and the legal opinion that the structure does not violate any 
Federal or state regulations, is in the process of being completed. Primary 
care physicians in the Houston market have been identified and contacted. It 
is anticipated that the legal review will be completed, providers in the 
Houston market will be contracted, initial payor agreements signed and 
revenue will begin in January, 1998. Costs for these legal work are estimated 
to amount to $10,000.00.

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

     Rockport has signed an agreement to process and administer the current 
accounts of Key Card Company. Development of the Company's Medical Passport 
Card has begun and Card sales are scheduled to begin in January, 1998. 
Acquisition and installation of the systems necessary to process the Card 
will cost approximately $100,000.00.

     Current funds of the Company are currently inadequate to accomplish the 
tasks and acquisitions above and to fund the negative cash flow from 
operations, the total of which is expected to amount to approximately 
$800,000.00. This amount is anticipated to be raised from the sale of the 
Company's stock and borrowings.

                                       12
<PAGE>

     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 fifteen full time staff as of September 30, 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)


                                       ----------------------------------------
November 15, 1998                      Larry K. Hinson
                                       Chief Financial and Accounting Officer
                                       (duly authorized officer)

                                       13