UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          FORM 10-QSB/A FIRST AMENDMENT

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR  5(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 for the transition period from
                        to
     -----------------      ---------------

                         Commission File Number 0-23514

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


            Delaware                                       33-0611497
--------------------------------               ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


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

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



     Check  whether the issuer has (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that  the registrant was required to file such reports) and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

                             Yes [X]         No [ ]
                                 ---            ---

     As  of  August 14, 2002, there were outstanding 13,406,572 shares of common
stock,  $.001  par  value  per  share.

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


<PAGE>
<TABLE>
<CAPTION>
ROCKPORT HEALTHCARE GROUP, INC.
INDEX TO FORM 10-QSB/A
JUNE 30, 2002


                                                                         Page No.
                                                                         -------
PART I  FINANCIAL INFORMATION
<S>                                                                       <C>
        Item 1.   Financial Statements

                  Consolidated Balance Sheets                                3
                    June 30, 2002  (unaudited) and March 31, 2002

                  Consolidated Statements of Operations (unaudited)          4
                    Three Months Ended June 30, 2002 and 2001

                  Consolidated Statement of Changes in Shareholders'         5
                    Equity (Deficit) Three Months Ended June 30, 2002
                    (unaudited) and Year Ended March 31, 2002

                  Consolidated Statements of Cash Flows (unaudited)          6
                    Three Months Ended June 30, 2002 and 2001

                  Notes to Unaudited Consolidated Financial Statements       7

        Item 2.   Management's Discussion and Analysis of Results of        13
                    Operations and Financial Condition


PART II OTHER INFORMATION

        Item 1.   Legal Proceedings                                         19

        Item 2.   Changes in Securities and Use of Proceeds                 19

        Item 3.   Defaults Upon Senior Securities                           19

        Item 4.   Submission of Matters to a Vote of Security Holders       19

        Item 5.   Other Information                                         19

        Item 6.   Exhibits and Reports on Form 8-K                          20
</TABLE>


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

Item 1.   FINANCIAL STATEMENTS

                        ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


                                                                       June 30,     March 31,
                                                                         2002          2002
                                                                     --------------------------
<S>                                                                  <C>           <C>
ASSETS                                                                (Unaudited)
Current assets:
    Cash                                                             $   130,443   $    42,637
    Accounts receivable, net of allowance of $20,000 at June 30
      and March 31, 2002                                                 646,634       512,388
    Prepaid expenses                                                       8,577           645
                                                                     --------------------------
        Total current assets                                             785,654       555,670
                                                                     --------------------------
Property and equipment:
    Office furniture and equipment                                        38,704        38,704
    Computer equipment and software                                       98,314        98,314
    Telephone equipment                                                   15,734        15,734
                                                                     --------------------------
                                                                         152,752       152,752
                                                                     --------------------------
    Less accumulated depreciation                                        (95,527)      (90,032)
                                                                     --------------------------
        Net property and equipment                                        57,225        62,720
                                                                     --------------------------
Other assets:
    Deposits                                                               9,038         9,038
    Intangible assets, net                                                95,836        99,269
                                                                     --------------------------
                                                                         104,874       108,307
                                                                     --------------------------
Total assets                                                         $   947,753   $   726,697
                                                                     ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Short-term debt                                                  $        --   $   100,000
    Accounts payable, trade                                              355,966       307,278
    Due to directors, officers and employees                              26,693       151,664
    Other current liabilities                                            360,784       291,725
                                                                     --------------------------
        Total current liabilities                                        743,443       850,667
                                                                     --------------------------
Long-term debt                                                         1,002,842       767,849
                                                                     --------------------------
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,
      13,406,572 and 13,387,870 shares issued and outstanding at
      June 30 and March 31, 2002, respectively                            13,406        13,387
    Additional paid-in capital                                         6,250,701     6,243,613
    Accumulated deficit                                               (7,062,639)   (7,148,819)
                                                                     --------------------------
         Total shareholders' deficit                                    (798,532)     (891,819)
                                                                     --------------------------
Total liabilities and shareholders' equity (deficit)                 $   947,753   $   726,697
                                                                     ==========================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


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


                                                          For the Three Months Ended
                                                                   June 30,
                                                        -------------------------------
                                                             2002            2001
                                                        -------------------------------
<S>                                                     <C>             <C>
Revenue                                                 $      890,916  $      438,828
Cost of sales                                                  215,836         116,028
                                                        -------------------------------
        Gross profit                                           675,080         322,800
                                                        -------------------------------

Operating expenses:
  Selling, general and administrative expenses:
    Payroll and related expenses                               392,138         442,426
    Office administration                                       81,129          83,703
    Professional services                                       67,650          68,126
    Other                                                       12,672          14,980
                                                        -------------------------------
  Total selling, general and administrative expenses           553,589         609,235
  Depreciation and amortization                                  8,929           9,489
                                                        -------------------------------
        Total operating expenses                               562,518         618,724
                                                        -------------------------------

Income (loss) from operations                                  112,562        (295,924)
Interest, net                                                   26,382          12,871
                                                        -------------------------------
Net income (loss)                                       $       86,180   $    (308,795)
                                                        ===============================

Net income (loss) per share:
  Basic                                                 $         0.01          ($0.02)
                                                        ===============================
  Diluted                                               $         0.01          ($0.02)
                                                        ===============================


Weighted average number of common shares outstanding:
  Basic                                                     13,388,077      13,154,913
                                                        ===============================
  Diluted                                                   17,803,486      12,164,913
                                                        ===============================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                     ROCKPORT HEALTHCARE GROUP, INC.
                                            AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                  FOR THE YEAR ENDED MARCH 31, 2002 AND THREE MONTHS ENDED JUNE 30, 2002


                                                                                                Total
                                            Common Stock        Additional                   Shareholders'
                                       -----------------------   Paid-in      Accumulated       Equity
                                         Shares      Amount      Capital        Deficit       (Deficit)
                                       ------------------------------------------------------------------
<S>                                    <C>         <C>          <C>         <C>              <C>
Balances March 31, 2001                12,997,822  $    12,997  $5,791,458  $   (5,759,646)  $    44,809
Stock issued for cash                     111,371          112      23,221              --        23,333
Stock issued for services                 273,555          273      82,428              --        82,701
Stock warrants issued for services             --           --     345,000              --       345,000
Stock issued for employee expenses          5,122            5       1,506              --         1,511
Net loss                                       --           --          --      (1,389,173)   (1,389,173)
Balances March 31, 2002                13,387,870       13,387   6,243,613      (7,148,819)     (891,819)
                                       ------------------------------------------------------------------
Stock issued for services (unaudited)      18,702           19       7,088              --         7,107
Net income (unaudited)                         --           --          --          86,180        86,180
Balances June 30, 2002 (unaudited)     13,406,572  $    13,406  $6,250,701  $   (7,062,639)  $  (798,532)
                                       ==================================================================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                             ROCKPORT  HEALTHCARE  GROUP,  INC.
                                      AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                        (UNAUDITED)


                                                                        2002        2001
                                                                     ----------------------
<S>                                                                  <C>         <C>
Cash flows provided by (used) in operating activities:
    Net income (loss)                                                $  86,180   $(308,795)
    Adjustments to reconcile net income (loss) to cash provided by
     (used) in operating activities:
        Depreciation                                                     5,496       6,056
        Amortization                                                     3,433       3,433
        Issuance of stock for services                                   7,107      25,000
        Changes in assets and liabilities:
            Accounts receivable - trade                               (134,246)    (87,308)
            Prepaid expenses                                            (7,932)     (2,066)
            Accounts payable                                            48,688      20,343
            Due to directors, officers and employees                     2,521      24,004
            Other current liabilities                                   69,059     (22,968)
                                                                     ----------------------
Cash provided by (used) in operating activities                         80,306    (342,301)
                                                                     ----------------------

Investing activities:
    Purchase of fixed assets                                                --        (885)
                                                                     ----------------------
Financing activities:
    Proceeds from sale of stock                                             --      21,333
    Proceeds from notes payable                                          7,500     500,000
    Repayment of notes payable                                              --      (5,093)
                                                                     ----------------------
Cash provided by financing activities                                    7,500     516,240
                                                                     ----------------------
Net increase (decrease) in cash                                         87,806     173,054
Cash and cash equivalents, beginning of period                          42,637      66,722
                                                                     ----------------------
Cash and cash equivalents, end of period                             $ 130,443   $ 239,776
                                                                     ======================


Supplemental cash flow information:
    Interest paid                                                    $   7,500   $  10,000

Non-cash transactions:
    Transfer of amounts due to a director to notes payable           $ 127,493   $      --
                                                                     ======================
<FN>
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of Rockport
Healthcare  Group, Inc. and Subsidiaries (the "Company" or "Rockport") have been
prepared pursuant to the rules and regulations for interim financial information
and  the  instructions  to  Form 10-QSB and Regulation S-B. Accordingly, certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been  omitted. In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  June  30,  2002, the results of operations for the three month periods ended
June  30,  2002 and 2001, and the cash flows for the three months ended June 30,
2002  and  2001.

     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 (First Amendment) for the year ended
March  31,  2002,  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.  ("Rockport"  or  the  "Company")  was
incorporated in the State of Delaware on May 4, 1992, as Protokopus Corporation.
The  Company  had  no  operating history other than organizational matters until
December 17, 1997.  On December 17, 1997, the Company acquired all of the issued
and  outstanding  common  stock  of The Rockport Group of Texas, Inc. ("Rockport
Texas"),  a  Nevada  corporation,  in  a business combination accounted for as a
reverse  acquisition.  Pursuant to an Agreement and Plan of Reorganization dated
December  12,  1997,  between  the  Company and Rockport Texas, each outstanding
share  of  common  stock of Rockport Texas was converted to the right to receive
961.6212  shares  of  common  stock  of  the  Company.  On January 18, 1998, the
Company  changed  its  name  from  Protokopus Corporation to Rockport Healthcare
Group,  Inc.

     Rockport  is  a  management  company dedicated to developing, operating and
managing a network 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  a  comprehensive healthcare network at a
local,  state or national level for its clients and their 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 medical cost savings realized by its
clients.  The  medical  cost  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.


                                        7
<PAGE>
     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 their 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.

     Rockport has contracts with healthcare providers and/or network partners in
all  fifty  states  and the District of Columbia.  Currently, the Company has in
excess  of  262,000  healthcare  providers nationwide that serve its clients and
customers  for their injured employees' care.  Should a client or their 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  June  30,  2002,  the  Company had three wholly owned subsidiaries:
Rockport  Community  Network,  Inc.,  Rockport Group of Texas, Inc. and Rockport
Preferred,  Inc.  Rockport  Community  Network, Inc. ("RCN") was incorporated in
the  State  of  Nevada  on  November  14,  1997.  RCN develops and maintains the
occupational  injuries and illnesses provider network and provides access to the
provider  network  to  clients  of  the  Company.  Rockport Group of Texas, Inc.
("RGT")  was  incorporated  in  the  State of Nevada on July 23, 1997.  RGT is a
business  entity  which  provides support services to RCN and the Company, which
include  management information services, customer services, doctor and provider
referrals, contracting of providers for the Company's network and administration
of  the Company.  Rockport Preferred, Inc. is a dormant subsidiary, which has no
ongoing  operations.  All  material  inter-company  balances  and  inter-company
transactions have been eliminated for the purpose of presenting the accompanying
unaudited  consolidated  financial  statements.


                                        8
<PAGE>
Note 2. Notes Payable

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                             March 31,
                                                                   -------------------------------
                                                                   June 30, 2002   March 31, 2002
                                                                   --------------  ---------------
<S>                                                                <C>             <C>
     Convertible unsecured notes payable to a shareholder, with
       interest payable monthly at 15% per annum.  The
       Company was paying $5,000 per month on the notes,
       which included both principal and interest.  The notes are
       personally guaranteed by two officers of the Company.
       On March 31, 2002, the Company renegotiated the terms
       of the notes which were originally convertible into
       Company common stock at an average conversion price
       of $1.50 per share and due April 1, 2003.  The notes are
       now due April 1, 2004, and are convertible into Company
       common stock at any time prior to April 1, 2004 at a
       conversion price of $.36 per share.  The Company issued
       150,000 shares of its common stock in connection with
       these notes, the cost of which was recorded as loan fees
       and amortized using the interest yield method over the
       original term of the notes.                                 $      175,349  $       167,849

     Unsecured note payable with interest at 10% per annum
       and principal and interest due April 1, 2004.                      227,493          100,000

     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          600,000
                                                                   --------------  ---------------
     Total                                                         $    1,002,842  $       867,849
                                                                   ==============  ===============
</TABLE>

     See  Note  3  "Commitments  and Contingent Liabilities" for a discussion of
financing  provided  by  related  parties.

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:

<TABLE>
<CAPTION>
           Twelve Months Ending June 30,
           -----------------------------
<S>                                               <C>
            2003                                  $232,360
            2004                                   234,240
            2005                                   217,594
                                                  --------
                   Total                          $684,194
                                                  ========
</TABLE>

     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


                                        9
<PAGE>
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 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.  This agreement automatically
renewed  effective  April  1,  2002.  During  the year ended March 31, 2002, Mr.
Baldwin  earned  $78,000  from  this agreement and during the three month period
ended  June  30,  2002,  Mr.  Baldwin  earned  $15,000 from this agreement.  Mr.
Baldwin  had  a  consulting  agreement with the Company effective April 1, 2001,
whereby  he was to perform various management services to the Company and earned
a  consulting fee equal to a two percent (2%) overwrite on the gross fees earned
of the Company's workers' compensation network.  During the year ended March 31,
2002,  Mr.  Baldwin  earned  $34,493  from this agreement.  This agreement had a
one-year  term  and automatically renewed for one-year periods thereafter unless
either party terminated the agreement within thirty days prior to the end of any
annual  period.  This  agreement  was  not  renewed.

     On  November  26, 2001 and on January 9, 2002, the Company borrowed $50,000
and  $50,000,  respectively,  from Mr. Baldwin on a short-term note due June 30,
2002  at  an  annual  interest  rate  of  10%.  On  June  30,  2002, the Company
renegotiated  the  terms of the note and extended the due date to April 1, 2004.
Additionally,  the  Company  added  $93,000 of accrued legal fees and $34,493 of
accrued  overwrite  fees  to  the  principal  amount  of  the  note.

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 June 30, 2002,
incentive stock options to purchase 798,400 shares exercisable at prices ranging
from $.25 to $.50 per share that vest over a three-year period had been granted.
Of  this  amount,  166,133 were exercisable as of June 30, 2002.  As of June 30,
2002,  nonqualified  stock options to purchase 50,000 shares exercisable at $.25
per  share  and  immediately  exercisable  had  been  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 June 30, 2002.

     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  June  30, 2002.  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  3  "Commitments  and Contingent Liabilities" for a discussion of
legal  and  consulting  services  being  provided  by  Mr.  Baldwin.


                                       10
<PAGE>
     During  September 1998, the Company acquired Newton Healthcare Network, LLC
from  Bannon Energy Incorporated ("Bannon") of which Robert D. Johnson, a former
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  year  ended March 31, 2002 and three month period ended June 30,
2002,  Bannon  earned  $34,493  and  $17,137,  respectively.

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
incurred  an  accumulated deficit in shareholders' equity of $798,531 as of June
30,  2002.  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 June 30, 2002, of the three-year convertible subordinated
unsecured  notes, the Company had issued notes to two directors in the aggregate
amount  of  $350,000  and an individual in the aggregate 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.

     Management  believes  that the necessary funding to implement the Company's
business  plan  has  been  obtained  and that no additional funding is required.
However,  at  the present time, the Company does not have any significant credit
facilities  available  with financial institutions or other third parties and if
additional  funding  is  required, 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.

Note 7.   Income Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2002  and  2001,  are as follows:

<TABLE>
<CAPTION>
                                                         March 31,
                                               -------------------------------
                                                   2002               2001
                                               ------------      -------------
<S>                                            <C>               <C>
     Accrual to cash conversion                $   283,100       $     13,700
     Net operating loss carryforwards            1,623,400          1,713,000
     Valuation allowance                        (1,906,500)        (1,726,700)
                                               ------------      -------------
         Net deferred tax asset                $        --       $         --
                                               ============      =============
</TABLE>


                                       11
<PAGE>
     The  increase  in the valuation allowance during fiscal 2002 of $179,800 is
the  result  of  additional  losses  incurred  during  the  year.

     As  of  March 31, 2002, the Company has net operating loss carryforwards of
approximately  $4,775,000  which  begin  to expire in 2012 through 2022.  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 tax benefit of zero for fiscal
years 2002 and 2001 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 27%, 17% and 12%, respectively,
of sales for the three months ended June 30, 2002.  No other clients represented
more  than 10% of sales of the Company for the three months ended June 30, 2002.

Note 9.   Subsequent  Events

     On  July  18,  2002, the Board of Directors of the Company adopted the 2002
Stock  Option Plan (the "Plan").  In order to become and remain fully effective,
the  Plan  must be approved by the shareholders of the Company on or before July
17,  2003.  None  of  the  options granted pursuant to the Plan may be exercised
unless  and  until the Plan is approved by the shareholders of the Company.  The
Plan  provides  for  the  granting  of  awards  of up to 1,000,000 shares of the
Company's  common  stock  to key employees, directors and other persons who have
contributed or are contributing to the Company's success.  Awards under the Plan
will  be granted as determined by the Company's Board of Directors.  The options
that  may  be granted pursuant to the Plan may be either incentive stock options
qualifying  for beneficial tax treatment for the recipient or nonqualified stock
options.  On  August  7,  2002,  the Board of Directors approved the granting of
583,400 incentive stock options at an exercise price of $.23 per share that vest
over  a  three-year period pursuant to the Plan.  No non-qualified stock options
have  been  granted.  Also  on  August  7,  2002,  in  accordance  with the 2000
Long-term  Incentive  Plan,  the  Board  of  Directors  approved the granting of
151,600 incentive stock options at an exercise price of $.23 per share that vest
over  a  three-year  period.


                                       12
<PAGE>
Item 2.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION

FORWARD-LOOKING  STATEMENTS


          Some  of  the  statements  contained  in  this  report  discuss future
     expectations,  contain  projections  of  results of operations or financial
     condition,  or  state  other  "forward-looking"  information.  The  words
     "believe,"  "intend," "plan," "expect," "anticipate," "estimate," "project"
     and  similar expressions identify such statement was made. These statements
     are  subject  to  known and unknown risks, uncertainties, and other factors
     that  could  cause  the  actual  results  to  differ  materially from those
     contemplated by the statements. The forward-looking information is based on
     various  factors  and  is  derived  using  numerous  assumptions. Important
     factors  that  may  cause  results  to differ from projections include, for
     example:

     -    the  Company's  ability  to  forge  satisfactory  relationships  with
          healthcare  providers  and  employers and enroll sufficient numbers of
          employees  of contracting employers to utilize the Company's services;
     -    continued  efforts  to  control  healthcare  costs;
     -    potential regulation intervention, if the Company fails to comply with
          regulatory  requirements;
     -    proposed  future  efforts  to  control  administrative  costs,  future
          provider  utilization  rates;
     -    future  government  regulations;
     -    the  ability  of  the  Company  to  price  its products competitively;
     -    sources for sufficient additional capital to meet the Company's growth
          and  operations;  and
     -    the  failure  to properly manage and successfully integrate additional
          providers.

          The  Company does not promise to update forward-looking information to
     reflect  actual  results  or  changes  in assumptions or other factors that
     could  affect  those  statements.  Future  events  and actual results could
     differ  materially  from those expressed in, contemplated by, or underlying
     such  forward-looking  statements.

     The  following discussion and analysis of the Company's financial condition
as  of  June  30,  2002, the Company's results of operations for the three month
periods ended June 30, 2002 and 2001, and the Company's cash flows for the three
month  periods  ended June 30, 2002 and 2001, 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 (First Amendment) for the year ended March 31, 2002.

OVERVIEW

     Rockport  is  a  management  company dedicated to developing, operating and
managing a network 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  one of the most comprehensive healthcare
networks  at  a  local,  state  or  national  level  for  its  clients and their
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 allowables
for  work-related  injuries  and  illnesses.  The  Company  generates revenue by
receiving  as  a  fee,  a percentage of the medical cost savings realized by its
clients.  The  medical  cost  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 allowables and the
discounted  rates  negotiated  by  the  Company  with  its healthcare providers.


                                       13
<PAGE>
     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  network,  state  by state, to increase business to its healthcare
providers while offering significant savings to its clients and their 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.

     Rockport has contracts with healthcare providers and/or network partners in
all  fifty  states  and the District of Columbia.  Currently, the Company has in
excess  of  262,000  healthcare  providers nationwide that serve its clients and
customers  for their injured employees' care.  Should a client or their 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

Quarter  Ended  June  30,  2002  to  Quarter  Ended  June  30,  2001

     The  following table sets forth certain operating information regarding the
Company  for  the  three-month  periods  ended  June  30,  2002  and  2001:


<TABLE>
<CAPTION>
                                                              June 30,
                                                        --------------------
                                                          2002       2001
                                                        --------------------
<S>                                                     <C>       <C>
     Revenue                                            $890,916  $ 438,828
         Cost of sales                                   215,836    116,028
                                                       --------------------
     Gross profit                                        675,080    322,800
         Selling, general and administrative expenses    553,589    609,235
         Depreciation and amortization                     8,929      9,489
                                                        --------------------
     Income (loss) from operations                       112,562   (295,924)
     Interest, net                                        26,382     12,871
                                                        --------------------
     Net income (loss)                                  $ 86,180  $(308,795)
     Net income (loss) per share - basic and diluted    $   0.01     ($0.02)
</TABLE>

     Revenue.  The  Company's  source  of  revenue  is fees it receives from its
clients  and  their  customers  that access and utilize the Company's healthcare
provider  network  for  work-related  injuries  and  illnesses.  When an injured
employee  utilizes  a  healthcare provider within the Company's PPO network, the
employer  realizes medical cost savings which it would not have realized had the
employee  utilized  a  healthcare provider not within the Company's PPO network.
The  Company's clients and their customers, where permitted by law, direct their
injured  employees  to  healthcare  providers  within  the  Company's healthcare
provider  network,  which  in turn creates a medical cost savings as a result of
the  discounts  the  Company  has negotiated with its healthcare providers.  The
agreements the Company has with its clients provide the Company with a fee based
upon  a percentage of the medical cost savings realized by its clients.  The fee
percent  the  Company receives from its clients is negotiated by the Company and
usually  is  determined  by  the  amount  of potential business the Company will
receive  from  the client.  Typically, these agreements are short-term in nature
which  is  standard  within  the  healthcare  industry.

     Revenue  is  recognized when earned.  Revenue is earned at such time as the
Company's contractual discounts with its healthcare providers are applied to its
clients'  medical  bills  which  produces a medical cost savings.  The Company's
revenue  is  a  contractual percentage of the medical cost savings realized.  At
the  time  the  contractual  discounts  are applied, the revenue is realized and
collection  is  reasonably  assured.

     Two  key  components  of  increased  revenue  are  the number of in-network
medical  bills  from contracted healthcare providers processed during the period
and  the  number  of  healthcare  providers  within  the  Company's PPO network.
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 processes the medical


                                       14
<PAGE>
bills  and  reprices  them in accordance with the contract terms the Company has
with  its  healthcare  providers  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 perform repricing of the medical bills
using  the  Company's  contract  terms  with its healthcare providers within the
clients'  software systems.  The number of in-network medical bills processed by
the Company increased by 55% from 40,989 bills during the quarter ended June 30,
2001,  to  63,494 bills during the quarter ended June 30, 2002.  During the same
time  period,  the number of in-network medical bills processed by the Company's
clients  within  their  software systems increased by 510% to 117,958 bills from
19,345  bills during the 2001 period.  Total in-network medical bills processed,
both  by  the  Company  and the Company's clients, increased by 201% from 60,334
during the quarter ended June 30, 2001, to 181,452 during the quarter ended June
30,  2002.

     The  Company continues to expand its PPO network 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,  which  it  refers  to as network partners.  The Company
utilizes its own network development staff to enhance its PPO network and custom
build  in  a  market  for  a  given  client.  As of June 30, 2002, the Company's
network consisted of over 262,000 physicians, hospitals and ancillary healthcare
providers in all 50 states and the District of Columbia.  This is an increase of
approximately  113,000  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 June 30, 2002, the number of clients
and  their  customers  utilizing the Company's provider network had increased to
255, an increase of 109 clients and customers over the fiscal quarter ended June
30,  2001.  Of  these  amounts,  as  of  June  30,  2002, the Company had access
agreements  with  25  clients who in turn had 230 customers utilizing Rockport's
provider  network.  This was an increase of seven clients and 102 customers over
the  quarter  ended June 30, 2001.  The Company estimates the number of ultimate
beneficiaries,  which  are  employers  and insurance companies, of the Company's
services  and medical cost savings, obtained through the Company's clients is in
the  thousands.  Consequently,  the  increase in the number of clients and their
customers,  coupled  with  an  increase in the number of employers and insurance
companies  who are the ultimate beneficiaries of the Company's network, resulted
in  an  increase in revenue for the quarter ended June 30, 2002, to $890,916, an
increase of $452,088 or 103%, from $438,828 for the quarter ended June 30, 2001.
The Company saved its clients in excess of $7.4 million during the quarter ended
June  30,  2002,  resulting in the significant increase in revenue earned by the
Company.

     With  respect to the source of the Company's revenue, the Company had three
clients,  each  which  provided  more  than 10% of the Company's revenue for the
quarter  ended June 30, 2002. Those clients were Intracorp which contributed 27%
of  total revenue, HNC Insurance Solutions, Inc. ("HNCIS") which contributed 17%
of  total  revenue  and  EOS  Group,  Inc.  ("EOS") which contributed 12% of the
Company's  revenue.

     The  effective  date  of  the  network  access agreement with Intracorp was
August 1, 2001, for a period of one year with automatic one-year renewals unless
terminated  as set forth in the agreement. Intracorp may terminate the agreement
for  any reason by giving the Company 90 days prior written notice of its intent
to  terminate.  In  the  event  of  a  material  breach  of  the  agreement, the
non-breaching  party  may  terminate  the agreement by giving the other party 30
days  prior written notice of intent to terminate. The Company received as a fee
from  Intracorp  a negotiated percentage of the medical cost savings realized by
Intracorp  for  accessing  the  Company's  PPO  network.

     The  effective date of the network access agreement with HNCIS was July 28,
1999,  for  a  period  of  one  year  with  automatic  one-year  renewals unless
terminated  as  set  forth  in  the  agreement.  Either  party may terminate the
agreement  for any reason by giving the other party 90 days prior written notice
of  its intent to terminate. In the event of a material breach of the agreement,
the non-breaching party may terminate the agreement by giving the other party 30
days  prior written notice of intent to terminate. The Company received as a fee
from HNCIS a negotiated percentage of the medical cost savings realized by HNCIS
for  accessing  the  Company's  PPO  network.

     The  effective  date of the network access agreement with EOS was September
1,  1999,  for  a  period  of  one  year with automatic one-year renewals unless
terminated  as  set  forth  in  the  agreement.  The agreement may be terminated
without  cause  by giving the other party 180 days prior written notice of their
intent  to  terminate. The agreement may also be terminated as of any other date
mutually  agreed  to in writing by the parties, may be terminated immediately if
either  party  materially  defaults  in  the  performance  of a provision of the


                                       15
<PAGE>
agreement  and such default continues for a period of fifteen days after written
notice  is  given  to  the  defaulting  party  or  if  certain  conditions  of
non-performance  apply.  The  Company  received  as  a fee from EOS a negotiated
percentage  of  the  medical  cost  savings  realized  by  EOS for accessing the
Company's  PPO  network.

     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  clients  and  customers.

     Cost of sales.  The Company's cost of sales consists primarily of fees paid
for  access to third party provider networks, or network partners, fees paid for
sales  commissions  to  non-employee  sales personnel and commission overwrites.
Cost  of  sales  increased  by $99,808, or 86%, from $116,028 during the quarter
ended  June  30, 2001, to $215,836 during the quarter ended June 30, 2002.  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 quarter ended June 30, 2002, cost of sales were
comprised  of  network access fees of $165,808, sales commissions of $32,291 and
commission  overwrites  of  $17,737.

     A  marketing  and  sales  agreement  with  two  individuals  provides for a
quarterly  sales  commission  bonus to be paid in restricted common stock of the
Company.  The  Company issued 8,702 shares of its restricted common stock during
the  quarter  ended  June  30,  2002, for this bonus which was valued at $3,308.
Additionally,  for the quarter ended June 30, 2002, these two individuals earned
sales  commissions  in  the  aggregate  of  $14,088.  During September 1998, the
Company  acquired Newton Healthcare Network, LLC from Bannon Energy Incorporated
("Bannon")  of  which  Robert  D. Johnson, a former director of the Company, was
sole  owner  of  Bannon.  In  accordance  with  the purchase and sale agreement,
Bannon  is  to  receive as a commission overwrite, two percent (2%) of the gross
revenue  attributable to Rockport Community Network, Inc.  For the quarter ended
June  30,  2002,  Bannon earned $17,737.  Cost of sales will increase as revenue
increases.

     Gross  profit.  The  Company's gross profit increased by $352,280, or 109%,
from  $322,800  during  the  quarter ended June 30, 2001, to $675,080 during the
quarter  ended  June  30, 2002.  Gross profit as a percentage of sales increased
from 74% during the quarter ended June 30, 2001, to 76% during the quarter ended
June 30, 2002.  The increase in gross profit was attributable to the increase in
revenue.

     Selling,  general  and  administrative  expenses.  Selling,  general  and
administrative  expenses  decreased  by $55,646, or 9%, from $609,235 during the
quarter ended June 30, 2001, to $553,589 during the quarter ended June 30, 2002.
Payroll  and  related  expenses decreased from $442,426 during the quarter ended
June  30, 2001, to $392,138, or 11%, during the quarter ended June 30, 2002. The
Company  eliminated  three  positions during October 2001, which was the primary
reason for the decrease. Other components of selling, general and administrative
expenses  when  compared  to the quarter ended June 30, 2001, were a decrease in
office administration expenses of $2,574, decreases in professional fees of $476
and  decreases  in  other  expenses  of  $2,308.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$560,  or  6%,  from  $9,489  during  the quarter ended June 30, 2001, to $8,929
during  the  quarter  ended  June  30,  2002.

     Interest  expense.  Interest  expense  increased  by $13,511, or 105%, from
$12,871  for  the  quarter ended June 30, 2001, to $26,382 for the quarter ended
June  30,  2002.  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 April 1, 2004.  The
increase  in  borrowings  has resulted in the increase in interest expense.  The
Company  anticipates interest expense will increase in the future as a result of
these  notes.

     Net  income.  The  Company  had  net  income for the quarter ended June 30,
2002,  of  $86,180,  or $0.01 per share (basic and diluted), compared with a net
loss  of $308,795, or $0.02 per share (basic and diluted), for the quarter ended
June  30, 2001.  The net income for the quarter ended June 30, 2002, is a result
of  increased  revenue  and gross profit resulting from increased utilization of
the  Company's  PPO  network  by  its  clients  and  their  customers.


                                       16
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     The following summary table presents comparative cash flows of Rockport for
the  quarters  ended  June  30,  2002  and  2001:

<TABLE>
<CAPTION>
                                                                June 30,
                                                          -------------------
                                                            2002       2001
                                                          -------------------
<S>                                                       <C>      <C>
     Net cash provided by (used) in operating activities  $80,306  $(342,301)
     Net cash used by investing activities                     --  $    (885)
     Net cash provided by financing activities            $ 7,500  $ 516,240
</TABLE>

Quarter  Ended  June  30,  2002  to  Quarter  Ended  June  30,  2001
--------------------------------------------------------------------

     Changes  in  cash  flow.  The  Company currently manages the payment of its
current  liabilities  and  other  obligations on a monthly basis as cash becomes
available.  Net cash provided by operating activities for the quarter ended June
30,  2002,  was  $80,306  compared with net cash used in operating activities of
$342,301  for  the  quarter  ended  June  30,  2001.  This was an improvement of
$422,607 over the prior quarter.  The primary components of net cash provided by
operating  activities  for  the 2002 period were net income of $86,180, non-cash
charges  of  $16,036,  and  increases  in  accounts  payable  and  other current
liabilities  of $48,688 and $69,059, respectively, which was partially offset by
an  increase  in prepaid expenses of $7,932 and increases in accounts receivable
of  $134,246.  During  the  2001  period,  the Company issued $500,000 principal
amount  of  its three-year 10% convertible subordinated unsecured notes and sold
common stock and raised $21,333 representing the decrease in the current quarter
of  cash  provided  by  financing  activities.

     Capital  resources.  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.  Of
the  three-year  10%  convertible  subordinated unsecured notes, the Company has
issued  notes  to  a  director  and a former director 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.
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.

     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
April  1, 2004. On June 30, 2002, the Company renegotiated the terms of the note
and added $93,000 of accrued legal fees and $34,493 of accrued overwrite fees to
the  principal  amount  of  the  note. In addition to the preceding, the Company
borrowed  $7,500 against a note due to a shareholder, which note is due on April
1,  2004.  Management  believes  that  the  necessary  funding  to implement the
Company's  business  plan  has  been obtained. However, at the present time, the
Company does not have any significant credit facilities available with financial
institutions  or  other third parties and until it can generate significant cash
flow from operations, it will be dependent upon external sources of best efforts
financing  or  loans  from  its  officers,  directors  and  shareholders.

     Liquidity.  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.  At June
30, 2002, the Company had available cash in non-restrictive accounts of $130,443
and  positive  working  capital  of  $42,211.  The  Company  has  experienced  a
significant  growth  in  revenue  from the utilization of its PPO network by its
clients  and  their customers.  Revenue has increased 103% from $438,828 for the
quarter  ended  June 301, 2001, to $890,916 for the quarter ended June 30, 2002.
Furthermore,  when compared to the quarter ended March 31, 2002, current quarter
revenue  has increased 52% from $584,332 to $890,916.  The Company believes this
growth  of  revenue  will  continue  into  the  future  based upon the increased
business  its  current  clients have been experiencing and new potential clients
the  Company  has  identified.


                                       17
<PAGE>
     The  Company's  independent  auditors  have raised a going concern issue in
Note  6  to  the  Company's  financial  statements  included  elsewhere  herein.
Currently,  the  Company  is  generating  positive cash flow from operations and
believes  sufficient  cash flow will be available from operations to satisfy its
short-term  obligations.  The  Company's  continued growth is conditioned on the
Company  signing  more  employers,  insurers  and  others  for access to its PPO
network  and  obtaining  a greater participation by consumers who are covered by
such  payors.  The  Company will dedicate a significant portion of its cash flow
from  operations to the continuing development and marketing of its PPO network.

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 does not expect any
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  does  not  expect any effect of this statement on its
financial  position,  results  of  operations  or  cash  flows.


                                       18
<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 June 30, 2002, that
were  not  registered  under  the  Securities  Act.

     On  June  30,  2002,  under the terms of a written contract executed by the
Company,  the  Company  issued  4,351  shares  of common stock to Mike Catala in
consideration  of  marketing services valued at $1,654 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  June  30,  2002,  under the terms of a written contract executed by the
Company,  the  Company issued 4,351 shares of common stock to Johnny Fontenot in
consideration  of  marketing services valued at $1,654 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     On  June  30,  2002,  under the terms of a written contract executed by the
Company,  the  Company  issued  10,000  shares  of  common  stock to Tim Huke in
consideration  of  marketing services valued at $3,800 pursuant to the exemption
provided  by  Section  4(2)  of  the  Securities  Act.

     The  above  transactions  were completed pursuant to either Section 4(2) of
the  Securities  Act  or  Rule  506 of Regulation D of the Securities Act.  With
respect  to  issuances  made pursuant to Section 4(2) of the Securities Act, the
transactions  did  not  involve  any  public offering and were sold to a limited
group of persons.  Each recipient either received adequate information about the
Company  or  had  access,  through  employment  or  other relationships, to such
information,  and  the Company determined that each recipient had such knowledge
and experience in financial and business matters that they were able to evaluate
the  merits  and  risks  of  an  investment  in  the  Company.

     With  respect to issuances made pursuant to Rule 506 of Regulation D of the
Securities  Act,  the  Company determined that each purchaser was an "accredited
investor"  as  defined  in  Rule  501(a)  under  the  Securities  Act.

     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.
The  recipients  of  securities  represented  their  intention  to  acquire  the
securities  for investment only and not with a view to or for sale in connection
with  any distribution thereof and appropriate legends were affixed to the share
certificates  and  other  instruments  issued  in  such  transactions.

Item 3.     Defaults  Upon  Senior  Securities  -  None

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

Item 5.     Other  Information  -  None


                                       19
<PAGE>
Item 6.   Exhibits  and  Reports  on  Form  8-K

          (a)  Exhibits.  The  following  exhibits  of  the Company are included
               herein.

Exhibit No.    Description
-----------    -----------

2.1            Agreement  and  Plan of Reorganization (incorporated by reference
               to  Exhibit 2.1 to Registrant's Current Report on Form 8-K, dated
               January  5,  1998)

3.1            Certificate  of  Incorporation  of  Registrant  (incorporated  by
               reference  to  Exhibit 3.1 to Registrant's Registration Statement
               on  Form  10-SB,  dated  July  26,  1994,  SEC  File No. 0-23514)

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  June  3,  2002)

3.3            Certificate  of  Amendment  to  Certificate  of  Incorporation of
               Registrant  dated  October 14, 2002 (incorporated by reference to
               Exhibit 4.3 to Registrant's Form S-8, dated October 24, 2002, SEC
               File  No.  333-100732)

3.4            Amended  and  Restated  Bylaws  of  Registrant  (incorporated  by
               reference  to Exhibit 4.4 to Registrant's Form S-8, dated October
               24,  2002,  SEC  File  No.  333-100732)

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 (incorporated by
               reference  to  Exhibit  10.10 to Registrant's Quarterly Report on
               Form  10-QSB/A,  dated  June  3,  2002)

10.11          Warrant Agreement with George Bogle (incorporated by reference to
               Exhibit  10.11 to Registrant's Quarterly Report on Form 10-QSB/A,
               dated  June  3,  2002)

10.12          Network  Access  Agreement  with  EOS  Group,  Inc.  (formerly
               Foundation Health Medical Resource Management, Inc. aka Reviewco)
               dated  September  1,  1999.  (1)

10.13          Workers'  Compensation  Master  Preferred  Client  Agreement with
               Beyond  Benefits  dated  July  1,  2000.  (1)

21.1           Subsidiaries  of Registrant (incorporated by reference to Exhibit
               22 to Registrant's Annual Report on Form 10-KSB/A, dated June 29,
               2000)

99.1           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.

99.2           Certification  Pursuant  to  18  U.S.C.  Section 1350, as Adopted
               Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of 2002.


                                       20
<PAGE>
(1)  The  Company  has  omitted  some  portions of this exhibit and submitted it
     separately  in  a  confidential  treatment  request  filed  with  the  SEC.

     (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.


                                       21
<PAGE>
SIGNATURES

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

ROCKPORT  HEALTHCARE  GROUP,  INC.
(Registrant)

November 27, 2002             /s/  Larry K. Hinson
                              ------------------------------------------------
                              Larry K. Hinson
                              Chief Financial and Principle Accounting Officer
                              (Duly authorized officer)


                                       22
<PAGE>