<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended December 31, 1999

[ ]      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 [_]

         State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date: As of February 10,
2000, there were outstanding 5,398,863 shares of common stock, $.001 per
value per share.

    TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES [  ]  NO [X]

                                       1

<PAGE>

<TABLE>
<CAPTION>

                                           ROCKPORT HEALTHCARE GROUP, INC.


                                                       INDEX


PART 1       FINANCIAL INFORMATION

                                                                                                     PAGE NO.
                                                                                                     --------
<S>          <C>           <C>                                                                       <C>
             Item 1.       Consolidated Balance Sheets                                                   3
                           December 31, 1999 and March 31, 1999

                           Consolidated Statements of Operations                                         5
                           Nine Months Ended December 31, 1999 and 1998

                           Consolidated Statement of Changes in Shareholders'                            6
                              Deficit
                           Year Ended March 31, 1999 and Nine Months Ended
                              December 31, 1999

                           Statement of Cash Flows                                                       7
                           Nine Months Ended December 31, 1999 and 1998

                           Notes to Consolidated Financial Statements                                    8

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

PART 2       OTHER INFORMATION

             Item 1.       Legal Proceedings                                                            18

             Item 2.       Changes in Securities                                                        18

             Item 3.       Defaults Upon Senior Securities                                              18

             Item 4.       Submission of Matter to a Vote of Security Holders                           18

             Item 5.       Other Information                                                            18

             Item 6.       Exhibits and Reports on Form 8-K                                             18
</TABLE>
                                       2

<PAGE>


                          PART 1 FINANCIAL INFORMATION

            ITEM 1.

<TABLE>
<CAPTION>


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

                           CONSOLIDATED BALANCE SHEETS

                                                                                            DEC. 31,          MARCH 31,
                                                                                              1999              1999
                                                                                        ---------------   --------------
                                                                                          (UNAUDITED)
                                     ASSETS
<S>                                                                                     <C>               <C>
Current Assets:
      Cash                                                                              $       156,555   $       17,320
      Account receivables, no allowance for doubtful accounts                                    37,690           13,357
      Prepaid expenses                                                                            1,447            1,028
                                                                                        ---------------   --------------
                 Total current assets                                                           195,692           31,705
                                                                                        ---------------   --------------

Property, Plant and Equipment:
      Office furniture and equipment                                                             37,247           35,097
      Computer equipment and software                                                            60,930           51,892
      Telephone equipment                                                                        15,734           15,085
                                                                                        ---------------   --------------
                                                                                                113,912          102,074
      Less accumulated depreciation                                                              35,454           20,418
                                                                                        ---------------   --------------
                 Net property, plant and equipment                                               78,457           81,656
                                                                                        ---------------   --------------

Other Assets:
      Deposits                                                                                   10,136           10,015
      Investments in and advances to Elite Data Services, Inc.                                   52,250                -
      Capitalized loan costs, net                                                                58,333          233,056
      Goodwill, net                                                                              99,849           99,849
                                                                                        ---------------   --------------
                 Total other assets                                                             220,569          342,920
                                                                                        ---------------   --------------

                                                                                        $       494,718   $      456,281
                                                                                        ===============   ==============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

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

                                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                           DEC. 31,         MARCH 31,
                                                                                             1999              1999
                                                                                        ---------------   --------------
                                                                                          (UNAUDITED)
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                                     <C>               <C>
Current Liabilities:
      Notes payable                                                                     $     1,021,725   $      428,536
      Accounts payable                                                                          121,704           91,251
      Due to shareholders, directors, officers, and employee                                     46,755           35,100
      Payroll tax payable                                                                       133,335          139,157
      Other current liabilities                                                                  74,588           34,091
                                                                                        ---------------   --------------
                  Total current liabilities                                                   1,398,107          728,135
                                                                                        ---------------   --------------

Long-term Debt                                                                                        -                -
                                                                                        ---------------   --------------
                 Total liabilities                                                            1,398,107          728,135
                                                                                        ---------------   --------------

Commitments and Contingencies (Notes 3 and 7)

Shareholders' Equity (Deficit):
      Preferred stock, $.001 par value, 1,000,000 authorized,
           None issued                                                                                -                -
      Stock subscription receivable                                                            (441,400)      (1,086,487)
      Common stock, no par value, 20,000,000 shares authorized,
           5,361,363 and 4,937,169  shares issued and outstanding
               at December 30, 1999 and March 31, 1999                                            5,362            4,938
      Additional paid in capital                                                              3,043,192        2,924,802
      Accumulated deficit during the development stage                                       (3,528,075)      (2,115,107)
      Stock Warrants Sold                                                                        17,532                -
                                                                                        ---------------   --------------
                 Total shareholders' deficit                                                   (903,389)        (271,854)
                                                                                        ---------------   --------------

                                                                                        $       494,718   $      456,281
                                                                                        ===============   ==============
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                       CUMULATIVE
                                                                   FOR THE NINE MONTHS                   DURING
                                                                   ENDED DECEMBER 31,                  DEVELOPMENT
                                                                 1999                1998                 STAGE
                                                            ---------------      ------------     ---------------------
<S>                                                         <C>                  <C>              <C>
Revenue                                                     $       152,480      $     27,873     $             228,597
Less cost of sales                                                   33,863             7,524                    36,961
                                                            ---------------      ------------     ---------------------
         Gross profit                                               118,617            20,349                   191,636
Operating Expenses:
         General and administrative                               1,180,656           998,472                 3,161,896
         Depreciation and amortization                              289,758            85,698                   471,800
                                                            ---------------      ------------     ---------------------
                                                                  1,470,415         1,084,170                 3,633,697
                                                            ---------------      ------------     ---------------------
Net Loss Before Other Income (Expense)
         and Income Taxes                                        (1,351,798)       (1,063,821)               (3,442,060)
Other Income (Expense)
         Interest expense                                           (61,171)          (13,072)                  (86,016)
                                                            ---------------      ------------     ---------------------
                                                                    (61,171)          (13,072)                  (86,016)
                                                            ---------------      ------------     ---------------------

Net Loss Before Income Taxes                                     (1,412,969)       (1,076,893)               (3,528,075)
Income taxes                                                              -                                           -
                                                            ---------------      ------------     ---------------------
Net Loss                                                    $    (1,412,969)     $ (1,076,893)    $          (3,528,075)
                                                            ===============      ============     =====================

Net Loss per share                                          $         (0.27)     $       (.32)    $               (0.87)
                                                            ===============      ============     =====================

Weighted Average Number of Shares
         Outstanding                                              5,149,503         3,402,075                 4,076,277
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>


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

           CONSOLIDATED STATEMENT IF CHANGES IN SHAREHOLDERS' DEFICIT
        YEAR ENDED MARCH 31, 1999 AND NINE MONTHS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                               COMMON STOCK            ADDITIONAL
                                          STOCK         ---------------------------     PAID IN          ACCUMULATED
                                      SUBSCRIPTIONS       SHARES         AMOUNT         CAPITAL            DEFICIT
                                     -----------------  ------------  ------------- ----------------  ------------------
<S>                                  <C>                <C>           <C>           <C>               <C>
Balances March 31, 1998 (restated)   $               -     2,461,472  $       2,462          198,930  $         (425,443)

Common stock issued for cash                                 674,100            674          426,076

Stock issued for subscriptions              (1,305,487)      805,487            806        1,304,681

Stock issued for services                                    171,150            171          170,980

Stock issued in connection with debt                         400,000            400          399,600

Stock issued to acquire Newton
   Healthcare Network, Inc.                                  100,000            100           99,900

Conversion of debt to equity                                 324,960            325          324,635

Collection of stock subscriptions              219,000

Net loss                                                                                                      (1,689,664)
                                     -----------------  ------------  ------------- ----------------  ------------------
Balances March 31, 1999                     (1,086,487)    4,937,169          4,938        2,924,802          (2,115,107)
                                     -----------------  ------------  ------------- ----------------  ------------------

Common stock issued for cash                                 286,634            287          420,468

Common stock issued for services                              50,484             50           50,434

Common stock issued for loans                                 50,000             50           99,950

Common stock for subscriptions                                10,500             10           20,990

Common stock issued for debt                                  26,575             27           26,548

Stock warrants sold

Collection of stock subscription               145,087

Reduction of subscription receivable
  to estimated net realizable value           500,000                                      (500,000)

Net loss                                                                                                     (1,412,969)
                                     -----------------  ------------  ------------- ----------------  ------------------
Balances December 31, 1999           $        (441,400)    5,361,362  $       5,362        3,043,192  $       (3,528,075)
                                     =================  ============  ============= ================  ==================



                                            STOCK            TOTAL
                                          WARRANTS       SHAREHOLDERS'
                                            SOLD             EQUITY
                                        --------------  -----------------
<S>                                     <C>             <C>
Balances March 31, 1998 (restated)                   -  $        (224,051)

Common stock issued for cash                                      426,750

Stock issued for subscriptions                                          -

Stock issued for services                                         171,151

Stock issued in connection with debt                              400,000

Stock issued to acquire Newton
   Healthcare Network, Inc.                                       100,000

Conversion of debt to equity                                      324,960

Collection of stock subscriptions                                 219,000

Net loss                                                       (1,689,664)
                                        --------------  -----------------
Balances March 31, 1999                              -           (271,854)
                                        --------------  -----------------

Common stock issued for cash                                      420,755

Common stock issued for services                                   50,484

Common stock issued for loans                                     100,000

Common stock for subscriptions                                     21,000

Common stock issued for debt                                       26,575

Stock warrants sold                             17,532             17,532

Collection of stock subscription                                  145,087

Reduction of subscription receivable                                    -
   to estimated net realizable value                                    -

Net loss                                                       (1,412,969)
                                        --------------  -----------------
Balances December 31, 1999                      17,532  $        (903,389)
                                        ==============  =================
</TABLE>

     See accompanying notes to unaudited consolidated finanacial statements

                                       6

<PAGE>

<TABLE>
<CAPTION>

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

                                    STATEMENT OF CASH FLOWS
                                           (UNAUDITED)

                                                                                                        CUMULATIVE
                                                                  FOR THE NINE MONTHS                     DURING
                                                                   ENDED DECEMBER 31,                  DEVELOPMENT
                                                                1999                1998                  STAGE
                                                           ----------------     --------------    ---------------------
<S>                                                        <C>                  <C>               <C>
Operating Activities:
      Net Loss                                                 $(1,412,969)       $(1,076,893)             $(3,528,076)
      Adjustments to reconcile net loss to
         cash used in operating activities:
         Depreciation                                               15,036             10,398                   36,738
         Amortization of loan costs                                274,722             75,000                  441,666
         Amortization of organization costs                              -                301                        5
         Issuance of stock for compensation                              -                  -                   94,517
         Stock issued for services                                  50,484             25,000                  127,118
         Issuance of stock for accounts payable                     26,575                  -                   26,575
         Write-off of bad debt                                           -             20,000                   48,598
         Changes in assets and liabilities:
            Accrued interest receivable                                  -                  -                      257
            Accounts payable                                        30,454             59,425                  103,133
            Accrued expenses                                        40,497             48,215                  261,175
            Other assets                                                 -                  -                    3,841
            Other current liabilities                                6,081             75,184                    6,081
            Accounts receivable - trade                            (24,334)           (12,083)                 (71,289)
            Prepaid expenses                                          (419)             5,908                    9,388
                                                           ----------------     --------------    ---------------------
Cash Used in Operating Activities                                 (993,871)          (769,545)              (2,440,272)
                                                           ----------------     --------------    ---------------------

Financing Activities:
      Proceeds from sale of stock                                  426,239            507,100                1,053,951
      Proceeds from stock subscription                             160,603                  -                  379,603
      Proceeds from notes payable                                  749,500            300,000                1,235,036
      Repayments of notes payable                                 (156,311)                 -                 (181,311)
      Loans from shareholders                                            -             73,377                  153,983
      Sale of stock warrants                                        17,532                                      17,532
      Other assets                                                       -              2,056                        -
                                                           ----------------     --------------    ---------------------
Cash Provided by Financing Activities                            1,197,563            554,285                2,658,794
                                                           ----------------     --------------    ---------------------

Investing Activities:
     Purchase of fixed assets                                      (11,838)            (3,330)                 (37,115)
     Proceeds from notes receivable                                      -                  -                   20,000
     Investment and advances to Elite Data Services                (52,500)                                    (52,500)
     Other                                                            (121)           (10,209)                  (2,955)
                                                           ----------------     --------------    ---------------------
Cash Used in Investing Activities                                  (64,458)           (13,539)                 (72,569)
                                                           ----------------     --------------    ---------------------

Net Increase (Decrease) in Cash                                    139,235             99,449                  145,953
Cash and Cash Equivalents, beginning                                17,320              1,398                   10,602
                                                           ----------------     --------------    ---------------------
Cash and Cash Equivalents, end of period                       $   156,555        $   100,847              $   156,555
                                                           ================     ==============    =====================
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.

                                         7
<PAGE>



                         ROCKPORT HEALTHCARE GROUP, INC.
                   (FORMERLY KNOWN AS PROTOKOPOS CORPORATION)
                     (COMPANIES IN THE DEVELOPMENTAL STAGE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

1.       DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

         Rockport Healthcare Group, Inc., a Delaware corporation (the
"Company"), formerly Protokopos Corporation, was incorporated on May 4, 1992.
The Company had no operating history other than organizational matters until
December 17, 1997, at which time the Company acquired all of the issued and
outstanding common stock of Rockport Group of Texas, Inc. For accounting
purposes, the acquisition has been treated as a reverse acquisition of the
Company by Rockport Group of Texas, Inc. (See Note 6, "Reverse Acquisition by
Rockport Group of Texas, Inc.").

         The Company has been in the development stage since its inception
and has been established as a holding company to develop and/or acquire
business entities which deliver comprehensive, integrated products and/or
services to targeted healthcare populations. These products and services
include, but are not limited to, medical healthcare networks for workers'
compensation injuries and rehabilitation, individual and group medical
networks for accidents and illnesses, medical networks for catastrophic
illnesses and injuries and access to national medical, dental, prescription,
chiropractic and vision networks via private label or retail medical access
savings cards.

         The goal of the Company is to develop and deliver high value,
quality healthcare services and programs that create provider and customer
satisfaction as well as result in appropriate financial return to investors
in the Company. The Company was originally formed specifically to be a "clean
public shell" for the purpose of either merging with or acquiring an
operating company with operating history and other assets.

         The Company had the following wholly owned subsidiaries as of
December 31, 1999:

                  Rockport Advanced Care, Inc.
                  Rockport Community Network, Inc.
                  Rockport Group of Texas, Inc.
                  Rockport Occupational Network, Inc.
                  Rockport Preferred, Inc.
                  Newton Healthcare Network, LLC

         All significant intercompany balances and transactions have been
eliminated for the purpose of presenting the accompanying consolidated
financial statements.

         CASH AND CASH EQUIVALENTS

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



                                       8

<PAGE>

         PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment are stated at cost. Depreciation is
computed on the straight-line method over the estimated economic lives of the
assets which range from 3 to 7 years.

         INCOME TAXES

         The Company accounts for income taxes on the liability method under
which the amount of deferred income taxes is based on the tax effects of the
differences between the financial and income tax basis of the Company's
assets, liabilities and operating loss carryforwards at the balance sheet
date based upon existing laws. Deferred tax assets are recognized if it is
more likely than not that the future income tax benefit will be realized.
Since utilization of net operating loss carryforwards is not assured, no
benefit for future offset of taxable income has been recognized in the
accompanying financial statements.

         LONG-LIVED ASSETS

         The Company reviews for the impairment of long-lived assets whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. An impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset, and
its eventual disposition, is less than its carrying amount. The Company has
not identified any such impairment losses.

         USE OF ESTIMATES

         The preparation of the Company's financial statements in conformity
with generally accepted accounting principles, requires the Company's
management to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes. Actual results could
differ from those estimates.

         LOAN FEES

         Loan fees incurred while obtaining financing, aggregating $500,000
are being amortized using a straight-line method over the term of the related
notes payable. Accumulated amortization of these loans aggregated $441,666 at
December 31, 1999.

         COMPREHENSIVE INCOME (LOSS)

         Comprehensive income is defined as all changes in stockholders'
equity, exclusive of transactions with owners, such as capital instruments.
Comprehensive income includes net income or loss, changes in certain assets
and liabilities that are reported directly in equity such as translation
adjustments on investment in foreign subsidiaries, changes in market value of
certain investments in securities and certain changes in minimum pension
liabilities. The Company's comprehensive income was equal to its net loss for
the year ended December 31, 1999.

         REVENUE RECOGNITION

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The fair value of financial instruments, primarily accounts
receivable, accounts payable and notes payable closely approximate the
carrying values of the instruments due to the short-term maturities of such
instruments.



                                       9

<PAGE>



2.       STOCK SUBSCRIPTION RECEIVABLE

         The Company has a stock subscription receivable of $441,400 due from
a third party. Of the original amount subscribed, $73,600 was collected
during the three months ended December 31, 1999.

3.       NOTES PAYABLE

         The Company had an 8% note due to a shareholder and director in the
amount of $100,000 as of March 31, 1998. The principal balance of the note
has been reduced by $25,000 at June 30, 1999, as a result of a payment made
by the Company to the prior controlling shareholder on behalf of this
shareholder to effectuate the transfer of control of the Company. Additional
loans in the amount of $57,000 were advanced by this shareholder during the
six month period ended September 30, 1998. The loan balance of $132,000 plus
accrued interest of $7,118 was converted to 139,118 shares of the Company's
common stock valued at $1 per share effective October 31, 1998. Additional
loans in the amount of $579,500 were advanced by this shareholder during the
nine month period ended December 31, 1999.

         On September 14, 1998, Bannon Energy Incorporated ("Bannon") loaned
the Company $200,000 under a one-year, 8% note secured by all assets of the
Company and received 200,000 shares of the Company's restricted common stock.
The stock, valued at $1 per share, was recorded as a loan cost and was
amortized over one year. On January 26, 1999, Bannon loaned the Company an
additional $100,000 at 8% interest. This note matured September 15, 1999. The
Company issued an additional 100,000 shares of the Company's restricted
common stock to Bannon, which was also valued at $1 per share and was
amortized as a loan cost over the term of the loan. Bannon has the option,
but not the obligation, to convert the principal amount of the loans into an
additional 300,000 shares of the Company's restricted common stock at any
time prior to the loan maturity dates. Both of the loans above are, by mutual
agreement, being paid monthly beginning January 1, 2000, in the amount of
$26,724.53 per month for twelve months.

         On November 5, 1998, a shareholder of the Company loaned the Company
$100,000 for a six-month period at 10% interest and received 50,000 shares of
the Company's restricted common stock. The stock, valued at $1 per share, was
recorded as a loan cost and was amortized over the period of the loan. The
loan was extended in January 1999 to a one-year loan, and an additional
50,000 shares of the Company's restricted common stock was issued to this
shareholder. The shareholder has the option to convert the principal amount
of the loan into an additional 100,000 shares of the Company's restricted
common stock at any time prior to the loan maturity date, including
extensions. On July 28, 1999, this shareholder of the Company loaned the
Company $100,000 for a one-year period at 15% interest and received 50,000
shares of the Company's restricted common stock. The stock, valued at $2 per
share, has been recorded as a loan cost and is being amortized over the
period of the loan. The shareholder has the option to convert the principal
amount of the loan into an additional 50,000 shares of the Company's
restricted common stock at any time prior to the loan maturity date. As of
November 5, 1999, the first loan was extended for a one year period with the
interest being paid monthly. The right to convert into common stock of the
Company has also been extended for the same period. A third party agreed to
purchase 50,000 shares of stock from this shareholder at $5 per share. The
Company guaranteed performance and is contingently liable to purchase this
stock.

         On March 1, 1999, a shareholder of the Company loaned the Company
$28,536 at 8% interest payable in 12 equal installments, including interest
of $2,482. The loan is due March 1, 2000 and is unsecured.



                                      10

<PAGE>

4.       LEASES

         The Company's subsidiary has assumed leases for office space and
equipment under operating leases expiring at various dates through 2003.
Management expects that in the normal course of business, leases will be renewed
or replaced by similar leases. Future minimum lease payments under
noncancellable leases with terms in excess of one year are as follows:

<TABLE>
<CAPTION>

              Years Ending March 31,
              ----------------------
              <S>                               <C>
                    2000                        $  70,150
                    2001                        $  35,400
                    2002                        $   4,032
                    2003                        $   2,688
</TABLE>

5.       ACQUISITIONS

         On September 14, 1998, Rockport Community Network, Inc., a wholly owned
subsidiary of the Company, acquired 100% of the membership interests of Newton
Healthcare Network, LLC ("Newton"), a Texas limited liability company for
100,000 shares of the Company's restricted common stock. Bannon, owned by a
former director of the Company, owned 85% of the membership interest and
received a 2% overriding royalty interest in the gross revenues received by
Newton and Rockport Community Network, Inc. The acquisition has been accounted
for on the purchase method of accounting. Newton had $151 of cash and no other
assets or liabilities on the date of acquisition. Goodwill has been recorded in
the amount of $99,849 and is being amortized over a 20-year period.

6.       REVERSE ACQUISITION BY ROCKPORT GROUP OF TEXAS, INC.

         On December 17, 1997, the shareholders of Rockport Group of Texas,
Inc. approved a merger with Protokopos Corporation (the "Merger"). Pursuant
to the Merger Agreement, each outstanding share of Rockport Group of Texas,
Inc., par value $1 per share, was converted to the right to receive 961.6213
shares of Protokopos Corporation, par value $.001 per share. After the
completion of the Merger, Protokopos Corporation changed its name to Rockport
Healthcare Group, Inc. At the conclusion of the Merger, the Company had
2,461,472 shares of common stock outstanding. As of the date of the
acquisition, Protokopos had no assets or liabilities.

7.       CONTINGENT LIABILITIES

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

         The Company has unpaid payroll taxes from June 30, 1998 forward
totaling $133,335. As a result of an installment agreement with the Internal
Revenue Service, this liability, which includes penalties and interest, is being
paid in the amount of $12,000 per month.

         The Company is contingently liable to purchase 50,000 shares at $5 per
share as the result of a performance guarantee by a third party in connection
with a loan to the Company as described in Note 3.

8.       RELATED PARTY TRANSACTIONS

         In connection with the acquisition of the Company by Rockport Group of
Texas, Inc., Rockport Group of Texas, Inc. remitted on behalf of the then three
common stock shareholders $75,000 ($25,000 for each) to the controlling
shareholder of the Company for the right to exchange the common stock of
Rockport Group of Texas, Inc. for the common stock of the Company. The Company
has reflected in its financial statements this


                                      11
<PAGE>

remittance made on behalf of its then shareholders as a $25,000 reduction in
the prior advances and/or the note payable made by each of these shareholders
of which all are also directors of the Company.

         Shareholders who are also officers and directors of the Company have
advanced funds to and accrued management fees with the Company in the amount of
$185,842 as of October 31, 1998. These liabilities were converted to equity
during fiscal year 1999. During the three months ended December 31, 1999,
additional advances or accrued management fees totaled $11,000.

         The Company incurred management fees to various shareholders and
directors in the amount of $60,000 for the three months ended December 31, 1999.

         See Note 3 for a discussion of financing provided by related parties.

9.       GOING CONCERN

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred an
accumulated net loss of $3,528,075. 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, borrowing funds from outside sources and conversion of employee
and director debt to common stock of the Company. Should the Company not be able
to raise the necessary funding to implement the Company's business plan, the
Company would not be able to proceed prospectively, and therefore, would no
longer anticipate being a going concern.

10.      INCOME TAXES

         There were no material deferred tax assets and liabilities as of
December 31, 1999, with the exception of the Company's net operating loss
carryforwards ("NOL's") for which the Company has provided a 100% valuation
allowance. The Company's NOL's amounted to $1,683,116 at March 31, 1999 and
expires in 2019.


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<PAGE>

         ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                   OPERATIONS AND FINANCIAL CONDITION

         PLAN OF OPERATION - GENERAL

         The Company has been established as a holding company to develop and/or
acquire business entities which deliver comprehensive, integrated products
and/or services to targeted healthcare populations. These products and services
include, but are not limited to, medical healthcare networks for workers'
compensation injuries and rehabilitation, individual and group medical networks
for accidents and illnesses, medical networks for catastrophic illnesses and
injuries and access to national medical, dental, prescription, chiropractic and
vision networks via private label or retail medical access savings cards. The
goal of the Company is to develop and deliver high value, quality healthcare
services and programs that create provider and customer satisfaction as well as
result in appropriate financial return to investors in the Company. The Company
has commenced revenue-generating operations in the workers' compensation
networks and medical access savings cards.

         The following six subsidiaries comprise the specific business units of
the Company for implementation of its business plan. The entities are linked
through core management functions and overseen by the senior management team of
the Company.

         ROCKPORT ADVANCED CARE, INC.  Rockport Advanced Care, Inc. ("RAC") was
incorporated in the State of Nevada on March 19, 1998, and is a wholly owned
subsidiary of the Company. RAC will be a nationwide catastrophic illness and
injury network comprised of providers of disease, illness and injury-specific
tertiary and quartinary care which includes trauma, burns, transplants, hearts,
high-risk maternal, perinatal and neonatal, cancer, neurological and
gastrointestinal care. Contracting for this network will begin during the year
2000.

         ROCKPORT COMMUNITY NETWORK, INC.  Rockport Community Network, Inc.
("RCN") was incorporated in the State of Nevada on November 14, 1997 and is a
wholly owned subsidiary of the Company. RCN is a preferred provider organization
that develops and operates national networks to serve the workers' compensation
markets. The provider networks are marketed to organizations including, but not
limited to, third party administrators, managed care organizations, insurers,
case and utilization management companies and self-funded employers. RCN will
accelerate its national growth by acquiring, creating joint ventures and/or
contracting with quality regional and local PPO's).

         Fees for use of RCN's networks will be based on fixed amounts per
covered individual per month or as a percentage of savings; i.e., the difference
between billed charges for healthcare services and the rates contracted by RCN.
RCN is currently has provider networks in Texas, Louisiana, Florida, Indiana,
California and Tennessee. Development is currently underway in Arkansas,
Mississippi, Georgia, Alabama, North Carolina, South Carolina, Oklahoma, and
Nevada. RCN has sixteen client agreements for use of its networks. Management
expects several major clients to be added in the first half of 2000.

         ROCKPORT OCCUPATIONAL NETWORK, INC.  Rockport Occupational Network,
Inc. ("RON") was incorporated in the State of Nevada on March 19, 1998, and
is a wholly owned subsidiary of the Company. RON is an equity-model exclusive
provider organization ("EPO") specializing in providing workers' compensation
health services. The primary care physicians will own a minority interest of
the local network with RON owning the balance of 80% or more. The goal of RON
is to properly align the incentives for the employers, providers, employees
and RON to significantly reduce the costs of occupational illnesses and
injuries. RON is currently developing a network of quality providers to
deliver and manage a full consortium of integrated occupational medical
services encompassing an injured worker's entire episode of care from injury
through rehabilitation and return to work.


                                      13
<PAGE>

         ROCKPORT PREFERRED, INC.  Rockport Preferred, Inc. ("RP") was
incorporated in the State of Nevada on February 19, 1999, and is a wholly owned
subsidiary of the Company. RP is an organization providing discounts on quality
medical and healthcare services through membership and/or purchase of a private
label or retail medical access savings card. Benefits through private label
cards are available to large employee groups and/or associations and individuals
that do not have sufficient insurance coverage through their employer or
Medicare or are unable to obtain insurance. They can be custom tailored in terms
of programs and personalized to reflect sponsors and/or endorsers. Most
typically, the card may provide up to a 30% reduction on services such as
prescriptions, vision, dental, chiropractic and hearing for an annual fee of
$120. Physicians are added to the program for an additional fee of $60 per year
for a total fee of $180 per year. While the employee or consumer enjoys
significant savings, the employer is provided with solutions for administration
of multiple benefit networks through single source accountability, fee
reconciliation, geo-mapping, etc.

         It is estimated there are 110 million individuals in the United States
who are either uninsured, underinsured or uninsurable. The card will afford
discounted healthcare goods and services throughout the United States provided
by physicians, healthcare facilities, prescriptions, dentists, chiropractors,
vision care and hearing providers. The Company began selling the card during
1999 and received a favorable response from those presented with the medical
access savings card literature.

         ROCKPORT GROUP OF TEXAS, INC.  Rockport Group of Texas, Inc. ("RGT") is
a business entity which provides the managed care support services to its sister
companies and to the healthcare industry. It houses the support services of all
of the operating companies, including management information services, customer
services, doctor and provider referrals, contracting providers and payors,
credentialing providers, re-pricing and claims management and processing of the
medical access savings card account enrollments.

         NEWTON HEALTHCARE NETWORK, LLC.  Newton Healthcare Network, LLC
("Newton") is a Texas limited liability company formed on January 2, 1997.
Newton is a preferred provider organization network for individual and group
healthcare benefits which currently provides statewide coverage within Texas
through a network of approximately 65 hospitals and 8,000 healthcare providers.
During the year 2000, the Company intends to begin actively marketing Newton's
accident and health network to insurance companies and other payors to provide
premier services for its clients needing quality and cost containment for their
health and medical benefits programs.

         COMPETITION

         The managed healthcare industry and the Company's markets are highly
competitive. Healthcare, despite a continually changing reimbursement formula
and ten-year decline in net margins, continues to be this country's most
competitive industry. Quality and price of services and products, however,
continue to be distinguishing factors that customers and consumers will seek out
and purchase. The Company will compete by delivering comprehensive, integrated
services and/or products to defined healthcare populations with excellent
customer services and extremely competitive pricing. There are many managed
healthcare organizations, including many that are larger and have financial
resources significantly greater than those of the Company.

         The Company anticipates it will only participate in one business
industry, managed healthcare. This lack of diversification should be considered
a substantial risk to those investing in the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another. For several years the Federal government has proposed various forms of
national health insurance. Should a comprehensive national health insurance
program be enacted, the Company would have to modify its business plan
accordingly.

         EMPLOYEES

         At December 31, 1999, the Company employed fourteen full time
individuals, thirteen in Houston, Texas and one in Colorado. None of the
Company's employees are represented by a labor union, and the


                                      14
<PAGE>

Company considers its relations with its employees to be good. The Company
intends to add additional personnel and/or sub-contract through independent
contractors as operations demand.

         DISCUSSION OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         The following discussion of the results of operations and financial
condition of Rockport Healthcare Group, Inc. for the nine months ended December,
31, 1999 and 1998 should be read in conjunction with the Company's Financial
Statements and related notes thereto and schedules included elsewhere herein.

         Overview

         Results of Operations - Nine Months ended December 31, 1999 and 1998

         REVENUE.  Total revenue increased from $27,873 in 1998 to $152,480 for
the nine month period ended December 31, 1999.

         Although Rockport has product lines and subsidiaries devoted to
accident and health benefit plans, for its first year's operations Rockport has
concentrated on its workers' compensation product lines. We are selling access
to our preferred provider organization, Rockport Community Network, Inc. This
PPO offers the client maximization of the dollar penetration rate, number
dollars spent with our provider networks, and twenty to fifty percent (20% to
50%) savings. During the first year of the client's contract, Rockport offers
the client the opportunity to customize the network to increase its penetration
rates and begin to manage the claimant's episode of care with defined outcomes.
With in two years of the contract the client's network will be transformed into
Rockport Occupational Network, Inc. Rockport Occupational Network, Inc. is our
primary care providers' equity model exclusive provider network.

         Marketing of the RCN occupational provider network began in January,
1999. The Houston Independent School District was our first client and was
implemented February, 1999. Since March 1999, fifteen additional new clients
have been added which represent approximately six hundred and seventy employers.
Although our current business is primarily in Texas, our Clients are also doing
business in Florida, Arkansas, Alabama and Louisiana. Rockport also has networks
in California, Tennessee, Indiana and Ohio. Currently Rockport is developing
networks in Virginia, North Carolina, Arizona, Nevada and South Carolina.

         In 1998, our clients paid or processed $ $229,000,000 in occupational
and work related medical bills covering over 1,000,000 employees. In Texas, the
1998 annual paid medical bills of these clients were $195,000,000 with 923,090
covered employees. In the Greater Houston market, the paid medical bills for
such period were $41,500,000, covering over 190,000 employees. Based on annual
paid medical bill and assuming all clients are fully implemented, Rockport
estimates annualized revenue of $6,780,000 from these clients.

         The Company has developed a medical access savings card, which among
other things allows the holder of the card the right to access national networks
in the areas of physicians, dentists, prescriptions, vision, hearing,
chiropractic and a 24-hour nurse "hot-line". The medical access savings card was
developed for those individuals who cannot afford medical insurance, are
uninsurable or require a supplement to their current medical insurance plan. By
accessing the networks provided by the medical access savings card, the holders
of the cards obtain national discounts of care providers' rates over the
non-contracted rates. The holder of the medical access savings card pays an
annual fee to the Company for the use of the card and the Company shares a
portion of the fee with the networks accessed by the medical access savings
card. Rockport through its subsidiary, Rockport Preferred, Inc. has begun test
marketing its medical access savings card. The Company intends to launch a
multi-level marketing program in the year 2000 to sell the medical access
savings card under the brand names of Passport and MAS.

         The Company sees significant revenue growth from the utilization of its
workers' compensation networks, medical access savings cards and accident and
health networks over the next twelve month period and will dedicate a
significant portion of its future funding to developing these products.


                                      15
<PAGE>

         COST OF SALES.  Cost of sales increased to $33,863 for the nine month
period ended December 31, 1999 as compared to $7,524 during the same period in
1998. This was comprised primarily of fees the Company pays for accessing other
healthcare networks and commissions.

         GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative
expenses increased by $182,184, or 18.2%, to $1,180,656 for the nine month
period ended December 31, 1999 from $998,472 during the same period in 1998.
Increased staffing and associated expenses to implement the Company's business
plan accounted for the increase.

         DEPRECIATION AND AMORTIZATION EXPENSES.  Depreciation and amortization
expenses increased by $204,060 to $289,758 for the nine month period ended
December 31, 1999 from $85,698 during the same period in 1998. The Company
obtained loans during 1999 to fund its operations. As consideration for four of
the loans which have an aggregate principal amount of $500,000, the Company
issued 450,000 shares of its common stock. The fair market value of such common
stock as of the date of issuance has been capitalized as loan costs and is being
amortized over the term of the loans. The total amount of the loan costs
amortized during the nine month period ended December 31, 1999, was $274,722.

         INTEREST EXPENSE.  Interest expense increased by $48,099 to $61,171
for the nine month period ended December 31, 1999 from $13,072 during the
same period in 1998. This increase was a result of accrued interest payable
on the loans received by the Company during 1999.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company is a developmental stage company and, as such, requires
additional outside capital to implement its business plan. The Company has
funded its operations through the sale of Company common stock, borrowing funds
from outside sources and conversion of employee and director debt to common
stock of the Company. As of December 31, 1999, the Company had outstanding
indebtedness in the form of notes payable in the aggregate principal amount of
$1,021,725. While $549,500 of such indebtedness is due and payable on demand,
the remainder is due and payable on various maturity dates no later than
December 31, 20000. In addition, as a condition to one of the loans described
above, the Company has guaranteed the purchase by a third party of 50,000 shares
of its common stock held by the lender for a purchase price of $5 per share or
an aggregate of $250,000.

         Should the Company not be able to raise the necessary funding to
implement the Company's business plan, the Company would not be able to proceed
prospectively, and therefore, would no longer anticipate being a going concern.
Should the funding of the private placement of Company common stock not
materialize, the Company is investigating alternative methods of obtaining the
funding required to implement its business plan.

         YEAR 2000 READINESS

         As anticipated, the Company did not experience any adverse consequences
as a result of the year 2000 and the Company is unaware of any adverse
consequences experienced by it major suppliers or customers.

         FORWARD-LOOKING INFORMATION

         In accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company notes that certain
statements in this Form 10-QSB and elsewhere which are forward-looking and which
provide other than historical information, involve risks and uncertainties that
may impact the Company's results of operations. These forward-looking statements
include, among others, statements concerning the Company's general business
strategies, financing decisions and expectations for funding capital
expenditures and operations in the future. When used herein, the words
"believe", "anticipate", "hope", "estimate", "project", "intend", "expect" and
similar expressions are intended to identify such forward-looking statements.
Although the Company believes the expectations reflected in such forward-looking
statements are based on reasonable assumptions, no statements contained in this
Form 10-QSB should be relied upon as predictions of future events. Such
statements are necessarily dependent on assumptions, data or methods that


                                      16
<PAGE>

may be incorrect or imprecise and may be incapable of being realized. The
risks and uncertainties inherent in these forward-looking statements could
cause actual results to differ materially from those expressed in or implied
by these statements.

         Important factors that could cause actual results to differ materially
from the expectations reflected in a forward-looking statement herein include,
among other things, (1) the volatile nature of the securities business, (2) the
uncertainties surrounding the rapidly evolving markets in which the Company
competes, (3) the uncertainties surrounding technological change and the
Company's dependence on computer systems, (4) the Company's dependence on its
intellectual property rights, (5) the success of marketing efforts by third
parties in revenue sharing agreements, (6) the potential of increased government
regulation of the healthcare industry and subsequent changes in the current
laws, rules and regulations, (7) the changing demands by customers and (8)
arrangements with present and future customers and third parties.

         Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein, which speak only as of the hereof.
Changes may occur after that date and the Company will not update that
information except as required by law in the normal course of its public
disclosure practices.


                                      17
<PAGE>

                           PART II. OTHER INFORMATION

         Item 1. LEGAL PROCEEDINGS - None

         Item 2. CHANGES IN SECURITIES - None

         Item 3. DEFAULTS UPON SENIOR SECURITIES - None

         Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None

         Item 5. OTHER INFORMATION - None

         Item 6. EXHIBITS AND REPORTS ON FORM 8-K

                 Ex. 27 - Financial Data Schedule



                                      18
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                       ROCKPORT HEALTHCARE GROUP, INC.
                                       (Registrant)

                                        /s/ Larry K. Hinson
                                       --------------------------------------
February 11, 2000                      Larry K. Hinson
                                       Chief Financial and Accounting Officer
                                       (duly authorized officer)







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