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 December 31, 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 February 13, 2002, there were outstanding 13,325,572 shares of common
stock,  $.001  par  value  per  share.

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


                                        1
<PAGE>

<TABLE>
<CAPTION>
                             ROCKPORT HEALTHCARE GROUP, INC.
                                   INDEX TO FORM 10-QSB/A
                                    DECEMBER 31, 2001

                                                                                   Page No.
                                                                                   --------
<S>      <C>      <C>                                                                  <C>
PART I   FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets                                           3
                    December 31, 2001 (unaudited) and March 31, 2001

                  Consolidated Statements of Operations (unaudited)                     4
                    Three and Nine Months Ended December 31, 2001 and 2000

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

                  Consolidated Statements of Cash Flows (unaudited)                     6
                    Nine Months Ended December 31, 2001 and 2000

                  Notes to Unaudited Consolidated Financial Statements                  7

         Item 2.  Management's Discussion and Analysis of Results of                   12
                    Operations and Financial Condition


PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings                                                    17

         Item 2.  Changes in Securities and Use of Proceeds                            17

         Item 3.  Defaults Upon Senior Securities                                      17

         Item 4.  Submission of Matters to a Vote of Security Holders                  17

         Item 5.  Other Information                                                    17

         Item 6.  Exhibits and Reports on Form 8-K                                     18
</TABLE>


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

Item 1.  FINANCIAL  STATEMENTS


                                  ROCKPORT HEALTHCARE GROUP, INC.
                                          AND SUBSIDIARIES
                                    CONSOLIDATED BALANCE SHEETS

                                                                        December 31,    March 31,
                                                                            2001           2001
                                                                       --------------  ------------
                                  ASSETS                                (Unaudited)

<S>                                                                    <C>             <C>
Current assets:
    Cash                                                               $      37,724   $    66,722
    Accounts receivable, net of allowance of $20,000 at December 31,
      and March 31, 2001                                                     444,441       326,630
    Prepaid expenses                                                             973        16,351
                                                                       --------------  ------------
        Total current assets                                                 483,138       409,703
                                                                       --------------  ------------
Property and equipment:
    Office furniture and equipment                                            38,704        38,704
    Computer equipment and software                                           87,707        80,254
    Telephone equipment                                                       15,734        15,734
                                                                       --------------  ------------
                                                                             142,145       134,692
    Less accumulated depreciation                                            (83,509)      (64,639)
                                                                       --------------  ------------
        Net property and equipment                                            58,636        70,053
                                                                       --------------  ------------
Other assets:
    Deposits                                                                   9,038         9,038
    Intangible assets, net                                                   102,703       113,004
                                                                       --------------  ------------
                                                                             111,741       122,042
                                                                       --------------  ------------
Total assets                                                           $     653,515   $   601,798
                                                                       ==============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt and current maturities of long-term debt           $      85,954   $        --
    Accounts payable, trade                                                  229,916       156,976
    Due to directors, officers and employees                                 124,110        29,750
    Other current liabilities                                                260,654       170,263
                                                                       --------------  ------------
        Total liabilities                                                    700,634       356,989
                                                                       --------------  ------------
Long-term debt, less current maturities                                      740,387       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,
      13,325,572 and 12,997,822 shares issued and outstanding at
      December 31, 2001 and March 31, 2001, respectively                      13,325        12,997
    Additional paid-in capital                                             6,230,547     5,791,458
    Accumulated deficit                                                   (7,031,378)   (5,759,646)
                                                                       --------------  ------------
                                                                            (787,506)       44,809
                                                                       --------------  ------------
Total liabilities and shareholders' equity (deficit)                   $     653,515   $   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  For the Nine Months Ended
                                                 December 31,                December 31,
                                           -------------------------  --------------------------
                                               2001         2000          2001          2000
                                           ------------  -----------  ------------  ------------
<S>                                        <C>           <C>          <C>           <C>
Revenue                                    $   385,636   $  246,714   $ 1,207,383   $   646,862
Cost of sales                                   80,962      113,394       318,863       204,999
                                           ------------  -----------  ------------  ------------
        Gross profit                           304,674      133,320       888,520       441,863
                                           ------------  -----------  ------------  ------------

Operating expenses:
  Selling general and administrative           532,969      760,649     1,738,082     1,838,334
    expenses
  Non-cash compensation associated with
    issuance of stock warrants to a third
    party                                      345,000           --       345,000            --
  Depreciation and amortization                  9,723        9,783        29,171        61,686
                                           ------------  -----------  ------------  ------------
        Total operating expenses               887,692      770,432     2,112,253     1,900,020
                                           ------------  -----------  ------------  ------------

Loss from operations                          (583,018)    (637,112)   (1,223,733)   (1,458,157)
Interest, net                                   20,345       15,371        47,999        48,903
                                           ------------  -----------  ------------  ------------
Net loss                                   $  (603,363)  $ (652,483)  $(1,271,732)  $(1,507,060)
                                           ============  ===========  ============  ============

Net loss per share - basic and diluted           ($.05)      ($0.07)       ($0.10)       ($0.19)
                                           ============  ===========  ============  ============
Weighted average number of common
    shares outstanding                      13,301,145    9,014,618    13,225,601     8,132,055
                                           ============  ===========  ============  ============
</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 NINE MONTHS ENDED DECEMBER 31, 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)            111,371          112        23,221              --        23,333
Stock issued for services (unaudited)        216,379          216        70,868              --        71,084
Stock warrants issued for services                --           --       345,000              --       345,000
Net loss (unaudited)                              --           --            --      (1,271,732)   (1,271,732)
                                        ------------  -----------  ------------  ---------------  ------------
Balances December 31, 2001 (unaudited)    13,325,572  $    13,325  $  6,230,547  $   (7,031,378)  $  (787,506)
                                        ============  ===========  ============  ===============  ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              ROCKPORT HEALTHCARE GROUP, INC.
                                      AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                        (UNAUDITED)


                                                                     2001          2000
                                                                 ------------  ------------
<S>                                                              <C>           <C>
Cash flows used by operating activities:
    Net loss                                                     $(1,271,732)  $(1,507,060)
    Adjustments to reconcile net loss to cash used by operating
     activities:
        Depreciation                                                  18,870        18,051
        Amortization                                                  10,301        43,634
        Issuance of stock for services                                71,084        45,816
        Issuance of stock for interest payments                           --         2,563
        Stock warrants issued for services                           345,000            --
        Changes in assets and liabilities:
            Accounts receivable - trade and other                   (117,811)     (103,815)
            Prepaid expenses                                          15,378       (18,958)
            Accounts payable                                          72,940       103,066
            Due to directors, officers and employees                  94,360        (7,277)
            Other current liabilities                                 90,391       (44,496)
                                                                 ------------  ------------
Cash used by operating activities                                   (671,219)   (1,468,476)
                                                                 ------------  ------------

Investing activities:
    Purchase of fixed assets                                          (7,453)      (13,770)
                                                                 ------------  ------------
Cash used by investing activities                                     (7,453)      (13,770)
                                                                 ------------  ------------

Financing activities:
    Proceeds from sale of stock                                       23,333       994,020
    Proceeds from notes payable                                      650,000       429,342
    Repayment of notes payable                                       (23,659)      (58,378)
                                                                 ------------  ------------
Cash provided by financing activities                                649,674     1,364,984
                                                                 ------------  ------------
Net decrease in cash                                                 (28,998)     (117,262)
Cash and cash equivalents, beginning of period                        66,722       133,258
                                                                 ------------  ------------
Cash and cash equivalents, end of period                         $    37,724   $    15,996
                                                                 ============  ============

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

See accompanying notes to unaudited consolidated financial statements.


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 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  December  31,  2001,  the results of operations for the three and nine month
periods ended December 31, 2001 and 2000, and the cash flows for the nine months
ended  December  31,  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 the prior period's financial statements have
been  reclassified as necessary to conform to the current period's presentation.

     BUSINESS

     Rockport  Healthcare  Group,  Inc.  (the  "Company"  or  "Rockport")  is  a
management  company  dedicated  to  developing,  operating and managing networks
consisting  of  healthcare  providers and medical suppliers that serve employees
with  work-related injuries and illnesses.  Workers' compensation costs continue
to  escalate for employers and insurance companies across the country.  Rockport
offers access to the most comprehensive healthcare networks at a local, state or
national level for its clients and customers.  Typically, Rockport's clients are
property  and  casualty insurance companies, employers, bill review/medical cost
containment  companies,  managed  care  organizations,  software/bill  review
companies  and  third  party  administrators.

     The  Company  contracts with physicians, hospitals and ancillary healthcare
providers  at  rates below the maximum allowed by applicable state fee schedules
or  if  there  is no state fee schedule, rates below usual and customary charges
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a  fee, a percentage of the savings realized by its clients.  The
savings  realized  by  its  clients  is  the difference between the maximum rate
allowed  for  workers'  compensation claims in accordance with the state allowed
fee schedules or usual and customary charges and the discounted rates negotiated
by  the  Company  with  its  healthcare  providers.

     The  Company's  goals  are: (1) to create and maintain profitability within
industry  standards  and  create  shareholder  value; (2) to become the national
network  of  choice  for  work-related injuries and illnesses; (3) to market and
position  its  networks,  state by state, to increase business to its healthcare
providers  while  offering significant savings to its clients and customers; (4)
to  continually develop information systems that improve processes, measurements
and  the  integrity of its healthcare provider data and reporting structure; (5)
to  continue  its dedication to client and healthcare provider support services;
and  (6) to provide any payor, managed care organization or bill review/software
company  an  alternative  national  workers'  compensation  network  in  a
non-competitive  relationship.


                                        7
<PAGE>
     Rockport  has  providers and/or healthcare networks in all fifty states and
the  District  of  Columbia.  Currently,  Rockport  has  in  excess  of  250,000
providers  nationwide  that  serve  its  clients and customers for their injured
employees'  care.  Should  a  client  or  customer  have  particular needs in an
under-served  market,  Rockport  has  a  skilled  team  of  experienced  network
development personnel capable of custom building the under-served market for the
client.

     As  of  December  31,  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.  Two of the inactive subsidiaries, Rockport Advanced Care, Inc.
and  Rockport Occupational Network, Inc., were liquidated subsequent to December
31,  2001.  All  material  inter-company balances and inter-company transactions
have  been  eliminated  for the purpose of presenting the accompanying unaudited
consolidated  financial  statements.

<TABLE>
<CAPTION>
Note 2.  Notes  Payable

     Notes payable consist of the following:

                                                            December 31,   March 31,
                                                            -------------------------
                                                                2001          2001
                                                            -------------  ----------
<S>                                                         <C>            <C>
Convertible notes payable to a shareholder, with interest
  payable monthly at 15% per annum.  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 Company common stock at any time
  prior to April 1, 2003 at conversion prices ranging from
  $1.00 to $2.00 per share.  The Company issued 150,000
  shares of its common stock in connection with these
  notes.                                                    $     176,341  $  200,000

Short-term note payable with interest at 10% per annum
  and principal and interest due June 30, 2002                     50,000          --

Three-year 10% convertible subordinated unsecured notes
  to shareholders due June and October 2004.  Interest is
  either accrued or paid quarterly, as determined by the
  Board of Directors.  The notes are convertible into
  Company common stock at conversion prices ranging
  from $.325 to $.36 per share anytime prior to their
  maturity in June and October 2004.                              600,000          --
                                                            -------------  ----------
Total                                                       $     826,341  $  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.


                                        8
<PAGE>
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 2005.
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 December 31,
      ---------------------------------
           2002                                   $226,644
           2003                                    232,360
           2004                                    234,240
           2005                                    126,622
                                                  --------
                Total                             $819,866
                                                  ========

     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 Company's reverse merger.

     Mr.  Baldwin,  a  director of the Company, 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 any 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  nine-month  period ended December 31, 2001, Mr. Baldwin earned $58,500 from
this  agreement.  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  fees  earned of the Company's workers' compensation network.  During
the  nine-month  period ended December 31, 2001, Mr. Baldwin earned $23,246 from
this agreement.  This agreement has a one-year term and automatically renews for
one-year  periods thereafter unless either party terminates the agreement within
thirty  days  prior  to  the  end  of  any  annual  period.

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").  On  September  5, 2001, the Plan was
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 December 31,
2001,  incentive  stock options to purchase 827,900 shares exercisable at prices
ranging  from  $.25  to  $.50  per share that vest over a three-year period were
granted.  Of  this  amount, 166,133 were exercisable as of December 31, 2001 and
29,500 expired on January 15, 2002.  As of December 31, 2001, nonqualified stock
options  to purchase 50,000 shares exercisable at $.25 per share and immediately
exercisable  were  granted.

     Stock  Warrants

     During  the  fiscal year ended March 31, 2000, the Company sold warrants to
purchase  70,128  shares  of  restricted common stock of the Company at any time
until  September 1, 2002, at a price of $1.75 per share.  The warrants were sold
for  $.25 per share and no warrants have been exercised as of December 31, 2001.


                                        9
<PAGE>
     On  November  26, 2001, in conjunction with a consulting services agreement
with  an individual, the Company issued warrants to purchase 1,000,000 shares of
restricted common stock of the Company at any time until November 25, 2011, at a
price  of $.345 per share, the fair market value on the date of grant determined
by  the  mean  of  the closing bid and asked price, and immediately exercisable.
The  theoretical  value of the stock warrants issued as non-cash compensation to
an individual was determined to be $345,000.  No warrants have been exercised as
of  December 31, 2001.  The fair value of the warrants was estimated at the date
of  grant  using  the  Black-Scholes  option  pricing  model  with the following
assumptions: risk free rate of 6%; volatility of 320%; no assumed dividend yield
and  an  estimated  life  of  three  years.

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  being  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 a commission overwrite of 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 nine-month period ended December 31, 2001,
Bannon  earned  $23,246.

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 $7,031,378 through December 31, 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
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.  As  of December 31, 2001, the Company had issued notes to two
directors in the aggregate amount of $350,000 and an individual in the amount of
$250,000,  for  total  borrowings  of $600,000. These notes are convertible into
Company  common  stock at conversion prices ranging from $.325 to $.36 per share
anytime  prior  to  June  and  October  2004.  The conversion price of $.325 was
determined  by  the  average  of  the  high  bid ($.36) and low ask ($.29) stock
quotations  on  the date of funding. The conversion price of $.36 was determined
by the average of the high bid ($.39) and low ask ($.33) stock quotations on the
dates  of  funding.  As  a  result,  there are no beneficial conversion features
associated  with these notes. 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 flows from operations,
it  will  be  dependent  upon  external  sources  of financing or loans from its
officers,  directors and shareholders. 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. See Note 9
"Subsequent  Events"  for  a  discussion  of  additional  funding  received.



                                       10
<PAGE>
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

     Three  clients  accounted  for  approximately  18.5%,  17.2%  and  16.5%,
respectively,  of  sales  for the nine months ended December 31, 2001.  No other
clients  represented  more  than 10% of sales of the Company for the nine months
ended  December  31,  2001.

Note 9.  Subsequent  Events

     On  January  11,  2002, the Company borrowed $50,000 from a director of the
Company  with interest at 10% per annum and both principal and interest due June
30,  2002.


                                       11
<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  December 31, 2001, the Company's results of operations for the three and
nine  month  periods  ended  December  31, 2001 and 2000, and the Company's cash
flows  for  the  nine  month periods ended December 31, 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.  (the  "Company"  or  "Rockport")  is  a
management  company  dedicated  to  developing,  operating and managing networks
consisting  of  healthcare  providers and medical suppliers that serve employees
with  work-related injuries and illnesses.  Workers' compensation costs continue
to  escalate for employers and insurance companies across the country.  Rockport
offers access to the most comprehensive healthcare networks at a local, state or
national level for its clients and customers.  Typically, Rockport's clients are
property  and  casualty insurance companies, employers, bill review/medical cost
containment  companies,  managed  care  organizations,  software/bill  review
companies  and  third  party  administrators.

     The  Company  contracts with physicians, hospitals and ancillary healthcare
providers  at rates below the maximum allowed by applicable state fee schedules,
or  if  there  is no state fee schedule, rates below usual and customary charges
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a  fee, a percentage of the savings realized by its clients.  The
savings  realized  by  its  clients  is  the difference between the maximum rate
allowed  for  workers'  compensation claims in accordance with the state allowed
fee  schedules,  or  usual  and  customary  charges,  and  the  discounted rates
negotiated  by  the  Company  with  its  healthcare  providers.

     The  Company's  goals  are: (1) to create and maintain profitability within
industry  standards  and  create  shareholder  value; (2) to become the national
network  of  choice  for  work-related injuries and illnesses; (3) to market and
position  its  networks,  state by state, to increase business to its healthcare
providers  while  offering significant savings to its clients and customers; (4)
to  continually develop information systems that improve processes, measurements
and  the  integrity of its healthcare provider data and reporting structure; (5)
to  continue  its dedication to client and healthcare provider support services;
and  (6) to provide any payor, managed care organization or bill review/software
company  an  alternative  national  workers'  compensation  network  in  a
non-competitive  relationship.


                                       12
<PAGE>
     Rockport  has  providers and/or healthcare networks in all fifty states and
the  District  of  Columbia.  Currently,  Rockport  has  in  excess  of  250,000
providers  nationwide  that  serve  its  clients and customers for their injured
employees'  care.  Should  a  client  or  customer  have  particular needs in an
under-served  market,  Rockport  has  a  skilled  team  of  experienced  network
development personnel capable of custom building the under-served market for the
client.

RESULTS  OF  OPERATIONS

Nine  Months  Ended  December  31,  2001  to Nine Months Ended December 31, 2000

     The  following table sets forth certain operating information regarding the
Company  for  the  nine-month  periods  ended  December  31,  2001  and  2000:

<TABLE>
<CAPTION>
                                                                     December 31,
                                                             --------------------------
                                                                 2001          2000
                                                             ------------  ------------
<S>                                                          <C>           <C>
Revenue                                                      $ 1,207,383   $   646,862
                                                             ------------  ------------
    Cost of sales                                                318,863       204,999
Gross profit                                                     888,520       441,863
    Selling, general and administrative expenses               1,738,082     1,838,334
    Non-cash compensation associated with issuance of stock
      warrants to a third party                                  345,000            --
    Depreciation and amortization                                 29,171        61,686
Loss from operations                                          (1,223,733)   (1,458,157)
    Interest, net                                                 47,999        48,903
Net loss                                                     $(1,271,732)  $(1,507,060)
Net loss per share - basic and diluted                            ($0.10)       ($0.19)
</TABLE>

     The  following summary table presents comparative cash flows of the Company
for  the  nine-month  periods  ended  December  31,  2001  and  2000:

<TABLE>
<CAPTION>
                                                 December 31,
                                           ------------------------
                                              2001         2000
                                           ----------  ------------
<S>                                        <C>         <C>
Net cash used by operating activities      $(671,219)  $(1,468,476)
Net cash used by investing activities      $  (7,453)  $   (13,770)
Net cash provided by financing activities  $ 649,674   $ 1,364,984
</TABLE>

     Revenue.  The  largest  source of the Company's revenue is fees it receives
from  its  clients  that  access  and  utilize the Company's healthcare provider
networks  for  work-related  injuries  and  illnesses.  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
Company's  clients,  or clients' customers, where permitted by law, direct their
employees  to  healthcare  providers  within  the  Company's healthcare provider
networks,  which  in  turn  creates  a  savings as a result of the discounts the
Company  has negotiated with its providers.  The agreements the Company has with
its  clients  provide  the  Company  with  a  fee based upon a percentage of the
savings  realized  by  its  clients.

     Two  key  components  of  increased revenue are the number of medical bills
from  contracted healthcare providers processed during the period and the number
of  healthcare providers within the Company's networks.  Medical bills are bills
for  services  rendered  for  an  injured  employee  by the Company's contracted
healthcare  providers.  Medical  bills  are processed two different ways for the
Company's clients.  The Company reprices medical bills utilizing its proprietary
software  system  and  provides data management for its clients.  The second way
medical  bills are processed is when the Company's clients reprice medical bills
using  the Company's provider data within their software systems.  The number of
medical  bills  processed  by  the  Company  increased by 156% from 43,722 bills
during the nine months ended December 31, 2000, to 111,736 bills during the nine


                                       13
<PAGE>
months  ended  December  31,  2001.  During  the same time period, the number of
medical  bills  processed by the Company's clients within their software systems
increased  by  274%  to  101,153 bills from 27,077 bills during the 2000 period.
Total  medical  bills  processed, both by the Company and the Company's clients,
increased  by  201%  from 70,799 during the nine-month period ended December 31,
2000,  to  212,889  during  the  nine-month period ended December 31, 2001.  The
Company  continues  to  expand  its provider networks in additional areas of the
country  in  conjunction  with  the expansion of its client base, either through
direct  contracting  with  providers or through strategic network alliances with
third  party  networks.  The  Company  utilizes  its  own  network  development
personnel  to  enhance  its provider networks and custom build in a market for a
given client.  As of December 31, 2001, the Company's networks consisted of over
250,000  physicians,  hospitals  and  ancillary  healthcare  providers in all 50
states  and  the  District  of  Columbia.  This  is an increase of approximately
100,000  healthcare  providers  over  the  same period in the prior year.  Costs
associated  with  developing  the Company's networks are charged to expense when
incurred  and  are  included  in  selling,  general and administrative expenses.

     At  the  end  of  the fiscal quarter ended December 31, 2001, the number of
clients and customers utilizing the Company's provider networks had increased to
196,  an  increase  of  84  clients  and customers over the fiscal quarter ended
December  31, 2000.  The Company estimates the number of ultimate beneficiaries,
which  are  employers,  of  the Company's services and savings, obtained through
Rockport's  clients  is  in  the  thousands.  Consequently,  the increase in the
number  of  clients  and  customers,  coupled  with an increase in the number of
employers  who  are the ultimate customers of the Company's clients, resulted in
an  increase  in  revenue by $560,521, or 87%, from $646,862 for the nine months
ended  December  31,  2000, to $1,207,383 for the nine months ended December 31,
2001.  With  respect to the source of the Company's revenue, the Company's three
largest clients provided approximately 52% of the Company's revenue for the nine
months  ended  December  31, 2001.  The Company is continuing to add new clients
and  customers  of  its  existing  clients and believes revenue will continue to
increase  as  it  implements  these  new  customers.

     Cost of sales.  The Company's cost of sales consists primarily of fees paid
for  access to third party provider networks, fees paid for sales commissions to
non-affiliated  sales  personnel  and  commission  overwrites.  Cost  of  sales
increased  by  $113,864,  or  56%,  from  $204,999  during the nine months ended
December  31,  2000, to $318,863 during the nine months ended December 31, 2001.
Fees  incurred  for  access  to  third  party  provider  networks are based on a
percentage of the Company's revenues from using such network.  Sales commissions
and  commission  overwrites  paid  by  the  Company are based on a percentage of
revenue billed and collected.  For the nine months ended December 31, 2001, cost
of sales were comprised of network access fees of $173,376, sales commissions of
$64,812,  commission  overwrites  of  $46,492  and  other miscellaneous costs of
$34,183.  Cost  of  sales  will  increase  as  revenue  increases.

     Gross  profit.  The  Company's gross profit increased by $446,657, or 101%,
from $441,863 during the nine months ended December 31, 2000, to $888,520 during
the  nine months ended December 31, 2001.  Gross profit as a percentage of sales
increased from 68% during the nine months ended December 31, 2000, to 74% during
the  nine  months  ended  December  31,  2001.  The increase in gross profit was
attributable  to  the  increase  in  sales.  The  increase  in gross profit as a
percentage  of sales was attributable to a decrease in other miscellaneous costs
not associated with provider network revenue, partially offset by an increase in
fees  to  access  third  party  networks.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative expenses decreased by $100,252, or 5%, from $1,838,334 during the
nine  months ended December 31, 2000, to $1,738,082 during the nine months ended
December  31,  2001.  The  Company  has  experienced  a  slight  increase in its
personnel  during  the  nine months ended December 31, 2001, which increased its
payroll  and  related  expenses  by  $153,953  over  the 2000 period.  Comparing
expenses of the nine months ended December 31, 2001, to those of the nine months
ended  December  31,  2000,  expenses  associated  with  office  administration
increased  by  $59,106,  which was primarily attributable to signing a new lease
for  its  executive  offices that resulted in adding additional office space and
one  month  rent  free  during  the 2000 period.  Professional fees decreased by
$148,569  which  was  attributable to a $91,836 reduction in the amounts paid to
outside consultants, a $71,481 reduction in the amounts paid for legal services,
which amounts were partially offset by an increase in investor relations fees of
$23,403.

     The  Company currently has fully staffed all of its departments with highly
qualified  personnel  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 staffing, the Company has


                                       14
<PAGE>
increased  its  processing  capabilities  and  believes that the Company is well
positioned  to  continue its recent growth.  The Company believes there will not
be  any  significant increase in selling, general and administrative expenses as
it  implements  its  business  plan.

     Non-cash  compensation  associated  with  issuance  of  warrants to a third
party.  On  November  26,  2001,  in  conjunction  with  a  consulting  services
agreement  with an individual, the Company issued warrants to purchase 1,000,000
shares  of restricted common stock of the Company at any time until November 25,
2011,  at a price of $.345 per share, the fair market value on the date of grant
determined  by the mean between the closing bid and asked price, and immediately
exercisable.  The  theoretical  value  of  the stock warrants issued as non-cash
compensation  to  an  individual  was  determined  to  be  $345,000.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$32,515, or 53%, from $61,686 during the nine months ended December 31, 2000, to
$29,171  during  the nine months ended December 31, 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 $904, or 2%, from $48,903
for  the  nine  months  ended  December 31, 2000, to $47,999 for the nine months
ended  December  31, 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  $600,000  of three-year 10% convertible subordinated unsecured notes due
June  and  October 2004.  On November 28, 2001, the Company borrowed $50,000 and
on  January 10, 2002, the Company borrowed an additional $50,000 from a director
of  the Company.  This note accrues interest at 10% per annum and both principal
and  interest  are  due June 30, 2002.  The Company anticipates interest expense
will  increase  in  the  future  as  a  result  of  these  notes.

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 $250,000, for
total  borrowings  of  $600,000.  $500,000  principal  amount of these notes are
convertible  into  Company  common stock at a conversion price of $.36 per share
anytime  prior  to  June  2004  and $100,000 principal amount of these notes are
convertible  into  Company common stock at a conversion price of $.325 per share
anytime  prior  to  October  2004.  On  November  28, 2001, the Company borrowed
$50,000 and on January 10, 2002, the Company borrowed an additional $50,000 from
a director of the Company.  This note accrues interest at 10% per annum and both
principal  and  interest  are  due  June 30, 2002.  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


                                       15
<PAGE>
networks  for  work-related  injuries  and illnesses, and expects this growth to
continue  in  the  future.  Revenue for the nine months ended December 31, 2001,
increased  87%  from  $646,862  for  the nine months ended December 31, 2000, to
$1,207,383  for  the 2001 period.  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  financing  or  loans  from  its  officers,  directors and
shareholders.

NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statements  of  Financial  Accounting  Standards No. 141 "Business Combinations"
("SFAS  141")  and  No.  142 "Goodwill and Other Intangible Assets ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001, to be
accounted  for  under  the  purchase  method.  For all business combinations for
which  the  date  of  acquisition  is  after June 30, 2001, SFAS 141 establishes
specific  criteria  for  the  recognition  of  intangible assets separately from
goodwill  and  requires  unallocated  negative  goodwill  to  be  written  off
immediately  as an extraordinary gain, rather than deferred and amortized.  SFAS
142  changes  the  accounting  for goodwill and other intangible assets after an
acquisition.  The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and  intangible  assets  with  definitive lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives  will  no  longer be limited to forty years.  The Company does not believe
that  the  adoption  of  these  statements  will  have  a material effect on its
financial  position,  results  of  operations  or  cash  flows.

     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS  143 "Asset
Retirement  Obligations."  SFAS  143  establishes  accounting  requirements  for
retirement  obligations  associated with intangible long-lived assets, including
1)  the  timing  of  the  liability  recognition,  2) initial measurement of the
liability,  3)  allocation  of  asset  retirement cost to expense, 4) subsequent
measurement  of  the liability and 5) financial statement disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the related long-lived asset and subsequently allocated to expense using the
systematic  and rational method.  The Company will adopt the statement effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from  the  adoption  of  SFAS  143  will be reported as a cumulative effect of a
change  in  accounting  principle.  At  this time, the Company cannot reasonably
estimate the effect of the adoption of this statement on its financial position,
results  of  operations  or  cash  flows.

     In  October  2001,  the  FASB  also  approved SFAS 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets."  SFAS  144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed Of."  The new accounting model for long-lived assets to be disposed
of  by sale applies to all long-lived assets, including discontinued operations,
and  replaces  the  provisions  of  APB  Opinion  No.  30, "Reporting Results of
Operations  - Reporting the Effects of Disposal of a Segment of a Business'" for
the  disposal  of  segments  of  a  business.  Statement 144 requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost  to  sell,  whether  reported  in  continuing operations or in discontinued
operations.  Therefore,  discontinued  operations  will no longer be measured at
net  realizable  value or include amounts for operating losses that have not yet
occurred.  Statement  144 also broadens the reporting of discontinued operations
to include all components of an entity with operations that can be distinguished
from  the  rest  of  the  entity  and  that  will be eliminated from the ongoing
operations of the entity in a disposal transaction.  The provisions of Statement
144  are  effective  for  financial statements issued for fiscal years beginning
after  December  15,  2001, and, generally, are to be applied prospectively.  At
this  time,  the  Company  cannot  estimate  the effect of this statement on its
financial  position,  results  of  operations  or  cash  flows.


                                       16
<PAGE>
                          PART II     OTHER INFORMATION

Item 1.  Legal  Proceedings  -  None

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 December 31, 2001,
that  were  not  registered  under  the  Securities  Act.

     On November 29, 2001, pursuant to the exemption provided by Section 4(2) of
the  Securities  Act, the Company issued to George Bogle 25,000 shares of common
stock in consideration of consulting services valued at $7,500.  On November 26,
2001,  in  conjunction  with a consulting services agreement with Mr. Bogle, the
Company  issued warrants to purchase 1,000,000 shares of restricted common stock
of  the  Company  at  any  time until November 25, 2011, at a price of $.345 per
share,  the fair market value on the date of grant determined by the mean of the
closing bid and asked price, and immediately exercisable.  No warrants have been
exercised  as  of  December  31,  2001.

     On December 31, 2001, under the terms of a written contract executed by the
Company,  the  Company  issued  4,244  shares  of common stock to Mike Catala in
consideration  of  marketing services valued at $1,528 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On December 31, 2001, under the terms of a written contract executed by the
Company,  the  Company issued 4,244 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $1,528 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  November  1,  2001,  pursuant  to  Rule  506 of the Securities Act, the
Company  issued  a three-year 10% convertible subordinated unsecured note in the
amount  of  $100,000 to Robert C. Johnson.  The note is convertible into Company
common  stock at a conversion price of $0.325 per share anytime prior to October
31,  2004.

     Except  as  otherwise indicated, the Company believes that the transactions
described  above were exempt from registration under the Securities Act pursuant
to  Section  4(2) as transactions not involving any public offering because such
securities  were  sold  to  a  limited group of sophisticated persons that had a
pre-existing  business  or  personal  relationship  with  the  Company  or  its
management  and  were  purchasing  for  investment  without  a  view  to further
distribution.  The  Company  also  issued securities pursuant to Regulation D of
the Securities Act to accredited investors, as defined in Rule 501 of Regulation
D.  For  all  issuances  made  in reliance on Regulation D, the Company received
representations  from  the  investor  that  such  person  met  the definition of
accredited  investor.  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 stock certificates
evidencing  the  shares.  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


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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)
10.10          Consulting Services Agreement with George Bogle
10.11          Warrant Agreement with George Bogle

   (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.


                                       18
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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)



                                       19
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