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  September  30,  2001

[  ]    TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934  for  the  transition  period  from
        _________________  to  _______________

                         Commission File Number 0-23514

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


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


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

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



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

                             Yes [X]         No [ ]
                                  -              -

     As  of November 9, 2001, there were outstanding 13,292,084 shares of common
stock,  $.001  par  value  per  share.

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


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                 ROCKPORT HEALTHCARE GROUP, INC.
                                       INDEX TO FORM 10-QSB
                                        SEPTEMBER 30, 2001




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

                    Consolidated Balance Sheets                                                 3
                    September 30, 2001 (unaudited) and March 31, 2001

                    Consolidated Statements of Operations (unaudited)                           4
                    Three and Six Months Ended September 30, 2001 and 2000

                    Consolidated Statement of Changes in Shareholders' Equity (Deficit)         5
                    Six Months Ended September 30, 2001 (unaudited) and Year Ended
                    March 31, 2001

                    Consolidated Statements of Cash Flows (unaudited)                           6
                    Six Months Ended September 30, 2001 and 2000

                    Notes to Unaudited Consolidated Financial Statements                        7

         Item 2.    Management's Discussion and Analysis of Results of                         11
                    Operations and Financial Condition


PART II  OTHER INFORMATION

         Item 1.    Legal Proceedings                                                          16

         Item 2.    Changes in Securities and Use of Proceeds                                  16

         Item 3.    Defaults Upon Senior Securities                                            16

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

         Item 5.    Other Information                                                          17

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


                                        2
<PAGE>
                         PART I.  FINANCIAL INFORMATION

Item  1.     FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
                                   ROCKPORT HEALTHCARE GROUP, INC.
                                           AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS


                                                                         September 30,    March 31,
                                                                             2001            2001
                                                                        ---------------  ------------
<S>                                                                     <C>              <C>
ASSETS                                                                      (Unaudited)
Current assets:
    Cash                                                                $       72,816   $    66,722
    Accounts receivable, net of allowance of $20,000 at September 30,
      and March 31, 2001                                                       407,419       326,630
    Prepaid expenses                                                             1,370        16,351
                                                                        ---------------  ------------
        Total current assets                                                   481,605       409,703
                                                                        ---------------  ------------
Property and equipment:
    Office furniture and equipment                                              38,704        38,704
    Computer equipment and software                                             87,707        80,254
    Telephone equipment                                                         15,734        15,734
                                                                        ---------------  ------------
                                                                               142,145       134,692
    Less accumulated depreciation                                              (77,218)      (64,639)
                                                                        ---------------  ------------
        Net property and equipment                                              64,927        70,053
                                                                        ---------------  ------------
Other assets:
    Deposits                                                                     9,038         9,038
    Intangible assets, net                                                     106,137       113,004
                                                                        ---------------  ------------
                                                                               115,175       122,042
                                                                        ---------------  ------------
Total assets                                                            $      661,707   $   601,798
                                                                        ===============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable, trade                                             $      205,337   $   156,976
    Current portion long-term debt                                              34,639            --
    Due to directors, officers and employees                                    81,753        29,750
    Other current liabilities                                                  229,791       170,263
                                                                        ---------------  ------------
        Total liabilities                                                      551,520       356,989
                                                                        ---------------  ------------
Long-term debt, less current maturities                                        649,885       200,000
                                                                        ---------------  ------------
Commitments and contingencies (Note 3)
Shareholders' equity (deficit):
    Preferred stock, $.001 par value, 1,000,000 shares authorized,
      none issued                                                                   --            --
    Common stock, $.001 par value, 20,000,000 shares authorized,
      13,292,084 and 12,997,822 shares issued and outstanding at
      September 30, 2001 and March 31, 2001, respectively                       13,290        12,997
    Additional paid-in capital                                               5,875,027     5,791,458
    Accumulated deficit                                                     (6,428,015)   (5,759,646)
                                                                        ---------------  ------------
                                                                              (539,698)       44,809
                                                                        ---------------  ------------
Total liabilities and shareholders' equity (deficit)                    $      661,707   $   601,798
                                                                        ===============  ============
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


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



                                           For the Three Months Ended      For the Six Months Ended
                                                  September 30,                  September 30,
                                        -------------------------------  -----------------------------
                                             2001             2000           2001            2000
                                        ---------------  --------------  -------------  --------------
<S>                                     <C>              <C>             <C>            <C>
Revenue                                 $      382,919   $     224,428   $    821,747   $     400,148
Cost of sales                                  144,373          63,992        282,901         107,392
                                        ---------------  --------------  -------------  --------------
        Gross profit                           238,546         160,436        538,846         292,756
                                        ---------------  --------------  -------------  --------------

Operating expenses:
  General and administrative expenses          573,378         523,371      1,160,113       1,061,898
  Depreciation and amortization                  9,959          17,618         19,448          51,903
                                        ---------------  --------------  -------------  --------------
        Total operating expenses               583,337         540,989      1,179,561       1,113,801
                                        ---------------  --------------  -------------  --------------

Loss from operations                          (344,791)       (380,553)      (640,715)       (821,045)
Interest, net                                   14,783           8,301         27,654          33,532
                                        ---------------  --------------  -------------  --------------
Net loss                                $     (359,574)  $    (388,854)  $   (668,369)  $    (854,577)
                                        ===============  ==============  =============  ==============

Net loss per share - basic and diluted          ($0.03)         ($0.05)        ($0.05)         ($0.13)
                                        ===============  ==============  =============  ==============

Weighted average number of common
    shares outstanding                      13,217,136       7,249,491     13,187,203       6,738,601
                                        ===============  ==============  =============  ==============
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        4
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
    FOR THE YEAR ENDED MARCH 31, 2001 AND SIX MONTHS ENDED SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                                                   Total
                                               Common Stock          Additional                 Shareholders'
                                         --------------------------   Paid-in     Accumulated      Equity
                                           Shares        Amount       Capital       Deficit      (Deficit)
                                         ----------  --------------  ----------  -------------  ------------
<S>                                      <C>         <C>             <C>         <C>            <C>
Balances March 31, 2000                   6,210,127  $        6,210  $3,702,152  $ (4,093,588)  $  (385,226)
Stock issued for cash                     4,721,391           4,721   1,260,633            --     1,265,354
Debt converted to equity                  1,616,616           1,617     692,395            --       694,012
Stock issued for interest payments           97,250              97      25,924            --        26,021
Stock issued for services                   244,258             244      55,664            --        55,908
Stock issued for accrued expenses           108,180             108      54,690            --        54,798
Net loss                                         --              --          --    (1,666,058)   (1,666,058)
                                         ----------  --------------  ----------  -------------  ------------
Balances March 31, 2001                  12,997,822          12,997   5,791,458    (5,759,646)       44,809
Stock issued for cash (unaudited)           111,371             112      23,221            --        23,333
Stock issued for services (unaudited)       182,891             181      60,348            --        60,529
Net loss (unaudited)                             --              --          --      (668,369)     (668,369)
                                         ----------  --------------  ----------  -------------  ------------
Balances September 30, 2001 (unaudited)  13,292,084  $       13,290  $5,875,027  $ (6,428,015)  $  (539,698)
                                         ==========  ==============  ==========  =============  ============
</TABLE>

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                            ROCKPORT HEALTHCARE GROUP, INC.
                                    AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                      (UNAUDITED)


                                                                    2001        2000
                                                                 ----------  ----------
<S>                                                              <C>         <C>
Cash flows used by operating activities:
    Net loss                                                     $(668,369)  $(854,577)
    Adjustments to reconcile net loss to cash used by operating
     activities:
        Depreciation                                                12,579      11,702
        Amortization                                                 6,867      40,203
        Issuance of stock for services                              60,529       3,086
        Issuance of stock for interest payments                         --       2,563
        Changes in assets and liabilities:
            Accounts receivable - trade and other                  (80,789)   (117,411)
            Prepaid expenses                                        14,981        (626)
            Accounts payable                                        48,361      22,603
            Due to directors, officers and employees                52,003          --
            Other current liabilities                               59,528      12,241
                                                                 ----------  ----------
Cash used by operating activities                                 (494,310)   (880,216)
                                                                 ----------  ----------

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

Financing activities:
    Proceeds from sale of stock                                     23,333     446,020
    Proceeds from notes payable                                    500,000     429,342
    Repayments of notes payable                                    (15,476)    (58,378)
                                                                 ----------  ----------
Cash provided by financing activities                              507,857     816,984
                                                                 ----------  ----------
Net increase (decrease) in cash                                      6,094     (77,002)
Cash and cash equivalents, beginning of period                      66,722     133,258
                                                                 ----------  ----------
Cash and cash equivalents, end of period                         $  72,816   $  56,256
                                                                 ==========  ==========

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

See  accompanying  notes  to  unaudited  consolidated  financial  statements.


                                        6
<PAGE>
                         ROCKPORT HEALTHCARE GROUP, INC.
                                AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001


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

     STATEMENT  OF  INFORMATION  FURNISHED

     The  accompanying  unaudited  consolidated financial statements of Rockport
Healthcare  Group, Inc. and Subsidiaries (the "Company" or "Rockport") have been
prepared pursuant to the rules and regulations for interim financial information
and  the  instructions  to  Form 10-QSB and Regulation S-B. Accordingly, certain
information  and  footnote disclosures normally included in financial statements
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States  have  been  omitted. In the opinion of management, the unaudited
consolidated  financial  statements  contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly the financial position as
of  September  30,  2001,  the results of operations for the three and six month
periods ended September 30, 2001 and 2000, and the cash flows for the six months
ended  September  30,  2001  and  2000.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  reported  amounts of revenues and expenses during the reporting
period.  Operating results for interim periods are not necessarily indicative of
the  results that may be expected for the complete fiscal year. The accompanying
unaudited  consolidated  financial statements should be read in conjunction with
the  audited consolidated financial statements and notes thereto included in the
Company's  Annual  Report  on  Form  10-KSB  for  the year ended March 31, 2001,
previously  filed  with  the  Securities  and  Exchange  Commission.

     Reclassifications  -  Amounts  in  prior period's financial statements have
been  reclassified as necessary to conform to the current period's presentation.

     BUSINESS

     The  Company was established to develop, strategically align and/or acquire
business  entities  that  deliver  comprehensive,  integrated  products  and/or
services  to  targeted  healthcare  populations.  The Company designs, develops,
operates  and  maintains medical and healthcare provider networks for employers,
bill  review  companies,  third party administrators, managed care organizations
and  insurance  companies  involved  in  occupational  injuries  and  illnesses
(workers'  compensation).  The  Company contracts with physicians, hospitals and
ancillary  healthcare  providers  at  rates below state maximum fee schedules or
usual  and  customary  charges for workers' compensation.  The Company generates
revenue  by  receiving  as  a  fee,  a percentage of the savings realized by its
clients.  The  savings  realized  by  its  clients is the difference between the
maximum  rate  allowed  for  workers' compensation claims in accordance with the
state  allowed  fee  schedules or usual and customary charges and the discounted
rates  negotiated by the Company with its healthcare providers.    The Company's
goal  is  to  develop  and  deliver  high value, quality healthcare services and
programs  that create business for its healthcare providers through direction of
injured  employees  to  such healthcare providers and savings for its clients as
well  as  an  appropriate  financial  return  to  investors  in  the  Company.

     As  of  September  30,  2001,  the  Company  had  five  (5)  wholly  owned
subsidiaries:  Rockport  Advanced  Care, Inc., Rockport Community Network, Inc.,
Rockport  Group of Texas, Inc., Rockport Occupational Network, Inc. and Rockport
Preferred,  Inc.  All  material  inter-company  balances  and  inter-company
transactions have been eliminated for the purpose of presenting the accompanying
unaudited  consolidated  financial  statements.


                                        7
<PAGE>
Note  2.  Notes  Payable

          Notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                      September 30,   March 31,
                                                                      --------------  ----------
                                                                           2001         2001
                                                                      --------------  ----------
<S>                                                                   <C>             <C>
          Convertible notes payable to a shareholder, with interest
            payable monthly at 15% per annum.  The Company is
            paying $5,000 per month on the notes, which includes
            both principal and interest.  The notes are personally
            guaranteed by two officers of the Company and are
            convertible into 150,000 shares of Company common
            stock at any time prior to April 1, 2003.  The Company
            issued 150,000 shares of its common stock in
            connection with these notes.                              $      184,524  $  200,000

          Three-year 10% convertible subordinated unsecured notes
            to shareholders due June 2004.  Interest is either
            accrued or paid quarterly, as determined by the Board of
            Directors.  The notes are convertible into Company
            common stock at a conversion price of $.36 per share
            anytime prior to June 2004.                                      500,000          --
                                                                      --------------  ----------
          Total                                                       $      684,524  $  200,000
                                                                      ==============  ==========
</TABLE>


     On  March  31, 2001, $137,160 of principal and interest due on a note to an
executive  officer  and director and $145,524 of principal and interest due on a
note  to  another director were converted into 1,130,733 shares of the Company's
restricted  common  stock.

Note  3.     Commitments  and  Contingent  Liabilities

     One  of  the Company's subsidiaries has assumed leases for office space and
equipment  under  operating  leases  expiring  at  various  dates  through 2005.
Management expects that in the normal course of business, leases will be renewed
or  replaced  by  similar  leases.  Future  minimum  lease  payments  under
non-cancelable  leases  with  terms  in  excess  of  one  year  are  as follows:


          Twelve Months Ending September 30,
          ----------------------------------
               2002                           $225,122
               2003                            226,989
               2004                            232,710
               2005                            165,571
                                              --------
                   Total                      $850,392
                                              ========

     One  of  the  Company's  subsidiaries,  Rockport  Group of Texas, Inc., has
issued  1,000  shares  of its 8%, cumulative, non-participating preferred stock.
The  stock  is  redeemable  at the option of the holder at $200 per share and is
redeemable out of future cash flows of the Company.  These shares are owned by a
director  of  the Company and were issued prior to the Company's reverse merger.

     The Company had previously entered into a consulting agreement with John K.
Baldwin,  a  director  of  the  Company, effective April 1, 2000 and expiring on
March 31, 2001, that provided for a fixed consulting fee of $12,500 per month to
the  director  and  an  overwrite  of  two  percent  (2%) of the Company's gross
revenues  to  the  director  payable  out  of  future  positive cash flow of the
Company.  During  March 2001, the Company and the director entered into a waiver
of rights agreement whereby the director unilaterally agreed to completely waive
his  right  to the fixed consulting fee and the accrued amount of the overwrite,
except for $18,000 of the fixed consulting fee.


                                        8
<PAGE>
     Mr. Baldwin has an engagement agreement with the Company effective April 1,
2001, whereby he earns a fee for performance of legal services of $250 per hour,
with  a  minimum  guaranteed  payment of $5,000 per month.  This agreement has a
one-year  term  and  automatically renews for one-year periods thereafter unless
either  party terminates the agreement within sixty days prior to the end of the
annual  period.  On  June  30,  2001,  the  Company and Mr. Baldwin modified the
engagement  agreement  whereby  the  minimum guaranteed payment was increased to
$6,500  per  month,  retroactive  to April 1, 2001.  During the six month period
ended  September  30, 2001, Mr. Baldwin earned $39,000 from this agreement.  Mr.
Baldwin  has  a  consulting  agreement with the Company effective April 1, 2001,
whereby  he is to perform various management services to the Company and earns a
consulting  fee  equal to a two percent (2%) overwrite on the gross sales of the
Company  and  its subsidiaries.  During the six month period ended September 30,
2001,  Mr.  Baldwin  earned $15,561 from this agreement.  This agreement expires
March  31,  2002.

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 September 30,
2001,  incentive  stock options to purchase 827,900 shares exercisable at prices
ranging  from  $.25  to  $.50  per share that vest over a three-year period were
granted.  As  of  September  30,  2001,  nonqualified  stock options to purchase
50,000  shares  exercisable  at  $.25 per share and immediately exercisable were
granted.

Note  5.     Related  Party  Transactions

     See  Note  2  "Notes  Payable"  for  a  discussion of financing provided by
related  parties.

     See  Note  3  "Commitments  and Contingent Liabilities" for a discussion of
legal  and  consulting  services  to  be  provided  by  Mr.  Baldwin.

     During  the year ended March 31, 2001, the Company sold 4,060,838 shares of
its  common stock to two directors of the Company at prices ranging from $.20 to
$.75  per  share  for  total  proceeds  of  $1,151,020.

     During  September 1998, the Company acquired Newton Healthcare Network, LLC
from  Bannon  Energy  Incorporated  ("Bannon")  of  which  Robert  D. Johnson, a
director  of  the  Company,  was  sole  owner of Bannon.  In accordance with the
purchase and sale agreement, Bannon is to receive as a commission overwrite, two
percent  (2%)  of  the gross revenue attributable to Rockport Community Network,
Inc.  For  the  years  ended  March 31, 2001 and 2000, Bannon earned $19,954 and
$5,045,  respectively, and during the six month period ended September 30, 2001,
Bannon  earned  $15,561.

Note  6.     Going  Concern

     The  accompanying  financial  statements  have  been prepared assuming that
Rockport  Healthcare  Group, Inc. will continue as a going concern.  The Company
has  incurred  an accumulated net loss of $6,428,015 through September 30, 2001.
This  matter raises substantial doubt about the Company's ability to continue as
a  going  concern.

     The  Company  has  funded its operations through the sale of Company common
stock,  borrowed  funds from outside sources and converted employee and director
debt  to  common stock of the Company.  On June 11, 2001, the Company's Board of
Directors  approved  the issuance of an aggregate principal amount of $1,000,000
in  the  form  of  three-year 10% convertible subordinated unsecured notes.  The
notes  are  convertible  at  the  average  of  the  high  bid  and low ask stock
quotations  on  the  date  of  funding  and interest is payable quarterly out of
available  cash  flow  from  operations  as determined by the Company's Board of
Directors,  or  if not paid but accrued, will be paid at the next fiscal quarter


                                        9
<PAGE>
or  at maturity.  The Company has issued notes to two directors in the aggregate
amount  of  $350,000  and  an  individual  in  the amount of $150,000, for total
borrowings  of  $500,000.  These notes are convertible into Company common stock
at  a  conversion  price of $.36 per share anytime prior to June 2004.  Although
management  believes  the  funding  necessary to implement its business plan has
been committed should the Company experience a shortfall in operating cash flow,
the  Company  may  not be able to proceed prospectively, and therefore, would no
longer  anticipate  being a going concern.  See Note 9 "Subsequent Events" for a
discussion  of  additional  funding  received.

Note  7.     Income  Taxes

     The  tax  effect of significant temporary differences representing deferred
tax  assets  and  liabilities  at  March  31,  2001  and  2000,  are as follows:

                                                     March 31,
                                            --------------------------
                                                2001          2000
                                            ------------  ------------
          Accrual to cash conversion        $    13,700   $   159,000
          Net operating loss carryforwards    1,713,000     1,017,000
          Valuation allowance                (1,726,700)   (1,176,000)
                                            ------------  ------------
           Net deferred tax asset           $        --   $        --
                                            ============  ============

     The  increase  in the valuation allowance during fiscal 2001 of $550,700 is
the  result  of  additional  losses  incurred  during  the  year.

     As  of  March 31, 2001, the Company has net operating loss carryforwards of
approximately  $5,000,000  which  begin  to expire in 2012 through 2016.  Future
utilization of the net operating loss carryforwards may be limited by changes in
the  ownership  of  the  Company under section 382 of the Internal Revenue Code.

     The  difference  between the actual income benefit of zero for fiscal years
2001  and  2000  and the expected benefit using the statutory income tax rate of
34% results from the 100% valuation allowance on the deferred tax assets at each
year  end.

Note  8.     Significant  Concentration

     Three  clients  accounted  for  approximately  18.7%,  18.2%  and  13.4%,
respectively,  of  sales  for the six months ended September 30, 2001.  No other
clients  represented  more  than  10% of sales of the Company for the six months
ended  September  30,  2001.

Note  9.     Subsequent  Events

     On  November  1,  2001,  the  Company  issued  a three-year 10% convertible
subordinated  note  to  an  individual  in the amount of $100,000.  This note is
convertible  into  Company common stock at a conversion price of $.325 per share
anytime  prior  to October 2004. This individual is a current holder of $150,000
of  convertible  subordinated  notes  issued  during  June  2001.


                                       10
<PAGE>
Item  2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL  CONDITION

FORWARD-LOOKING  STATEMENTS

     This  report  on  Form 10-QSB contains certain "forward-looking statements"
within  the  meaning  of  Section 21E of the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  which represent the Company's expectations and
beliefs,  including,  but  not  limited  to, statements concerning the Company's
expected growth.  The words "believe," "intend," "plan," "expect," "anticipate,"
"estimate,"  "project" and similar expressions identify such statement was made.
These  statements  by  their nature involve substantial risks and uncertainties,
certain of which are beyond the Company's control, and actual results may differ
materially  depending  on  a  variety  of  important  factors, including but not
limited  to:  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 regulatory intervention if the Company fails
to  comply  with  regulatory  requirements;  proposed  future efforts to control
administrative  costs,  future  healthcare  and  administrative  costs,  future
provider  network, future provider utilization rates, future service performance
and  other  operations  matters; future government regulations and the future of
the  healthcare  industry;  the  ability  of  the  Company to price its products
competitively;  sources  for sufficient additional capital to meet the Company's
growth  and  operations;  the failure to properly manage growth and successfully
integrate  additional  providers; changes in economic conditions; demand for the
Company's  products;  and changes in the competitive and regulatory environment.
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 September 30, 2001, and the Company's results of operations for the three
and  six  month  periods  ended  September  30, 2001 and 2000, should be read in
conjunction  with  the Company's unaudited consolidated financial statements and
notes  thereto  included  elsewhere  in this report and the audited consolidated
financial  statements  and  the  notes  thereto included in the Company's Annual
Report  on  Form  10-KSB  for  the  year  ended  March  31,  2001.

OVERVIEW

     The  Company was established to develop, strategically align and/or acquire
business  entities  that  deliver  comprehensive,  integrated  products  and/or
services  to  targeted  healthcare  populations.  The Company designs, develops,
operates  and  maintains medical and healthcare provider networks for employers,
bill  review  companies,  third party administrators, managed care organizations
and  insurance  companies  involved  in  occupational  injuries  and  illnesses
(workers'  compensation).  The  Company contracts with physicians, hospitals and
ancillary  and  allied  healthcare  providers  at  rates below state maximum fee
schedules or usual and customary charges for workers' compensation.  The Company
generates revenue by receiving as a fee, a percentage of the savings realized by
its  clients.  The savings realized by its clients is the difference between the
maximum  rate  allowed  for  workers' compensation claims in accordance with the
state  allowed  fee  schedules or usual and customary charges and the discounted
rates  negotiated  by  the Company with its healthcare providers.  The Company's
goal  is  to  develop  and  deliver  high value, quality healthcare services and
programs  that create business for its healthcare providers through direction of
injured  employees  to  such healthcare providers and savings for its clients as
well  as  an  appropriate  financial  return  to  investors  in  the  Company.


TYPES  OF  CLIENTS

     The  Company  has  six  different types of clients.  They are software/bill
review  companies,  managed  care  organizations  ("MCO's"),  third  party
administrators  ("TPA's"),  bill review/cost containment companies, property and
casualty  insurance companies and employers.  Within these six types of clients,
there  are two different types of medical bill repricing processes.  Some of the
Company's  clients  process  their  medical  bills  utilizing  the  Company's
proprietary repricing system and some of its clients process their medical bills
utilizing  their  own  or  leased  repricing  systems.


                                       11
<PAGE>
RESULTS  OF  OPERATIONS

Six  Months  Ended  September  30,  2001  to Six Months Ended September 30, 2000

     The  following table sets forth certain operating information regarding the
Company  for  the  six  month  periods  ended  September  30,  2001  and  2000:

                                                         September 30,
                                                   ------------------------
                                                      2001         2000
                                                   -----------  -----------
          Revenue                                  $  821,747   $  400,148
              Cost of sales                           282,901      107,392
          Gross profit                                538,846      292,756
              General and administrative expenses   1,160,113    1,061,898
              Depreciation and amortization            19,448       51,903
          Loss from operations                       (640,715)    (821,045)
              Interest, net                            27,654       33,532
          Net loss                                 $ (668,369)  $ (854,577)
          Net loss per share - basic and diluted       ($0.05)      ($0.13)


     The  following summary table presents comparative cash flows of the Company
for  the  six  month  periods  ended  September  30,  2001  and  2000:

                                                          September 30,
                                                     ----------------------
                                                        2001        2000
                                                     ----------  ----------
          Net cash used by operating activities      $(494,310)  $(880,216)
          Net cash used by investing activities      $  (7,453)  $ (13,770)
          Net cash provided by financing activities  $ 507,857   $ 816,984

     Revenue.  The  largest  source of the Company's revenue is fees it receives
from  its  clients  that  access  and  utilize the Company's healthcare provider
networks  for  occupational  injuries  and  illnesses.  The  Company  contracts
directly with healthcare providers for fees that are less than the state allowed
maximum fees or usual and customary charges under workers' compensation laws and
regulations.  When an injured employee utilizes a healthcare provider within the
Company's  provider  networks,  the employer realizes savings which it would not
have  obtained  had  the  employee utilized a healthcare provider not within the
Company's  provider  networks.  The  Company's  clients,  or clients' customers,
where permitted by law direct their employees to healthcare providers within the
Company's  healthcare  provider  networks,  which in turn creates a savings as a
result  of  the  discounts  the  Company has negotiated with its providers.  The
agreements the Company has with its clients provide the Company with a fee based
upon  a  percentage  of  the  savings  realized  by  its  clients.

     Two  key  components  of  increased revenue are the number of medical bills
from  contracted healthcare providers processed during the period and the number
of  healthcare  providers  within  the  Company's  networks.  Provider bills are
processed  two  different  ways for the Company's clients.  The Company reprices
provider  bills  utilizing  its  proprietary  software  system and provides data
management  for  its  clients.  The  second  way bills are processed is when the
Company's  clients  reprice  provider  bills  using  the Company's provider data
within  their software systems.  During the six months ended September 30, 2001,
the  number  of  bills processed by the Company increased by 51,096, or 208%, to
75,606  bills  from 24,510 bills during the six months ended September 30, 2000.
During the six months ended September 30, 2001, the number of bills processed by
the  Company's  clients within their software systems increased by 26,323 bills,
or 151%, to 43,703 bills from 17,380 bills during the six months ended September
30,  2000.  The  Company continues to expand its provider networks in additional
areas  of  the  country  in  conjunction  with the expansion of its client base,
either  through  direct  contracting with providers or through access agreements
with  third  party  networks.  The Company utilizes its own personnel to enhance
its  provider  networks  and custom build in a market for a given client.  As of
September 30, 2001, the Company's networks consisted of over 150,000 physicians,
hospitals and ancillary and allied healthcare providers in all 50 states and the
District  of  Columbia.  This is an increase of approximately 100,000 healthcare
providers  over  the  same  period  in  the  prior  year.  Costs associated with
developing  the  Company's networks are charged to expense when incurred and are
included  in  general  and  administrative  expenses.


                                       12
<PAGE>
     At  the  end  of the fiscal quarter ended September 30, 2001, the number of
clients  making the Company's provider networks available to their customers had
increased to nineteen, an increase of four clients over the fiscal quarter ended
September 30, 2000.  The Company estimates the number of ultimate beneficiaries,
which  are  insurance  companies  and  employers,  of the Company's services and
savings, obtained through Rockport's clients is in the thousands.  Consequently,
the increase in the number of clients, coupled with an increase in the number of
employers who are customers of the Company's clients, resulted in an increase in
revenue  by  $421,599, or 105%, from $400,148 for the six months ended September
30, 2000, to $821,747 for the six months ended September 30, 2001.  With respect
to  the source of the Company's revenue, the Company's three largest clients are
the  source  of  approximately  50%  of  the Company's revenue.  The Company has
signed  numerous  agreements  with  new  clients  that  the Company is currently
implementing  for  utilization  of  its provider networks.  The Company believes
revenue  will  continue  to  increase  as  it  implements  these  new customers.

     Cost of sales.  The Company's cost of sales consists primarily of fees paid
for  sales  commissions  to sales personnel, fees paid for access to third party
provider  networks  and  commission  overwrites.  Cost  of  sales  increased  by
$175,509, or 163%, from $107,392 during the six months ended September 30, 2000,
to  $282,901  during the six months ended September 30, 2001.  Sales commissions
and  commission  overwrites  paid  by  the  Company are based on a percentage of
revenue  billed and collected.  Fees incurred for access to third party provider
networks  are  based  on  a percentage of the Company's revenues from using such
network.

     For  the  six months ended September 30, 2001, cost of sales were comprised
of  sales  commissions  of $101,937, network access fees of $116,922, commission
overwrites  of  $31,122 and other miscellaneous costs of $32,920.  Cost of sales
will  increase  as  revenue  increases.

     Gross  profit.  The  Company's  gross profit increased by $246,090, or 84%,
from $292,756 during the six months ended September 30, 2000, to $538,846 during
the  six months ended September 30, 2001.  Gross profit as a percentage of sales
decreased from 73% during the six months ended September 30, 2000, to 66% during
the  six  months  ended  September  30,  2001.  The increase in gross profit was
attributable  to  the  increase  in  sales.  The  decrease  in gross profit as a
percentage  of  sales was attributable to an increase in the amounts paid by the
Company  with respect to sales commissions, access fees for third party provider
networks  and  commission  overwrites.

     General  and  administrative expenses.  General and administrative expenses
increased  by  $98,215,  or  9%,  from  $1,061,898  during  the six months ended
September  30,  2000,  to  $1,160,113  during the six months ended September 30,
2001.  The Company has experienced a slight increase in its personnel during the
six  months  ended  September  30, 2001, which increased its payroll and related
expenses  by $73,332 over the 2000 period.  Comparing expenses of the six months
ended  September  30, 2001, to those of the six months ended September 30, 2000,
expenses  associated  with office administration increased by $52,048, which was
primarily  attributable  to  signing  a new lease for its executive offices that
resulted  in  adding  additional  office  space.  Professional fees decreased by
$26,912  which  was  attributable to a $102,500 reduction in the amounts paid to
outside  consultants,  which amount was partially offset by an increase in legal
fees  and  investor  relations  fees  of  $24,224  and  $41,736,  respectively.

     The Company added personnel during the fiscal year ended March 31, 2001, to
develop  its  provider  networks,  design and develop its management information
systems,  handle its customer services and provide for the administration of the
Company.  As  a result of this increased staffing, the Company has increased its
processing  capabilities  and  believes  that  the Company is well positioned to
continue  its  recent  growth.  The  Company  believes  there  will  not  be any
significant increase in general and administrative expenses as it implements its
business  plan.

     Depreciation  and amortization.  Depreciation and amortization decreased by
$32,455, or 63%, from $51,903 during the six months ended September 30, 2000, to
$19,448  during  the six months ended September 30, 2001.  During the year ended
March  31,  1999,  the  Company  issued 300,000 shares of its common stock to an
individual,  who  is  now  a  director of the Company, as inducement to loan the
Company  $300,000.  The  carrying  value  assigned  to the issuance of stock was
determined  to be $300,000.  During the years ended March 31, 2000 and 1999, the
Company issued 150,000 shares of its common stock to a shareholder as inducement
to  loan  the  Company $200,000.  The carrying value assigned to the issuance of
stock  was  determined to be $200,000.  The Company amortized the carrying value
of the stock issued as inducement for the loans over the term of the loans.  The
capitalized  loan  costs  have  now  been fully amortized which accounts for the
decrease  in  amortization  expense.


                                       13
<PAGE>
     Interest  expense.  Interest  expense  decreased  by  $5,878,  or 18%, from
$33,532  for  the  six  months  ended September 30, 2000, to $27,654 for the six
months  ended  September  30,  2001.  This  decrease  in  interest  expense  is
attributable  to  shareholder  loans  obtained  by  the  Company which, with the
exception  of  two  outstanding  loans  to  a  shareholder,  were converted into
restricted common stock of the Company during the years ended March 31, 2001 and
2000.  The  Company  has  issued  $500,000  of  three-year  10%  convertible
subordinated  unsecured  notes  due  June  2004  and  $50,000  of three-year 10%
convertible  subordinated  unsecured  notes  due  October  2004.  The  Company
anticipates  interest  expense  will  increase  in the future as a result of the
convertible  notes.

CAPITAL  RESOURCES

     The  Company  has  funded its operations through the sale of Company common
stock, borrowing funds from outside sources and conversion of employee, director
and  shareholder  debt  into restricted common stock.  For the fiscal year ended
March 31, 2001, the current directors of the Company, or companies controlled by
them,  have invested or advanced $1,925,852 in or to the Company, either through
the  conversion  of  debt into equity or direct cash purchases of Company common
stock.

     On June 11, 2001, the Company's Board of Directors approved the issuance of
an  aggregate  principal  amount  of  $1,000,000  in  the form of three-year 10%
convertible  subordinated  unsecured  notes.  The  notes  are  convertible  at a
pre-determined  price  on  the date of funding and interest is payable quarterly
out  of available cash flow from operations as determined by the Company's Board
of  Directors,  or  if  not  paid  but  accrued, will be paid at the next fiscal
quarter  or  at  maturity.  The Company has issued notes to two directors in the
aggregate  amount  of  $350,000 and an individual in the amount of $250,000, for
total  borrowings  of  $600,000.  $500,000  principal  amount of these notes are
convertible  into  Company  common stock at a conversion price of $.36 per share
anytime  prior  to  June  2004  and $100,000 principal amount of these notes are
convertible  into  Company common stock at a conversion price of $.325 per share
anytime  prior  to  October  2004.  Management believes that with the additional
funding  under  the  notes,  the  necessary  funding  to implement the Company's
business  plan  has  been  obtained.

LIQUIDITY

     The  ability  of  the Company to satisfy its obligations depends in part on
its  ability  to  reach  a  profitable  level  of  operations.  The  Company has
experienced  significant  revenue  growth  from  the utilization of its provider
networks  for  occupational  injuries  and illnesses, and expects this growth to
continue  in  the  future.  Revenue for the six months ended September 30, 2001,
increased  105%  from  $400,148  for the six months ended September 30, 2000, to
$821,747 for the 2001 period.  Revenue increased 272% from $293,193 for the year
ended March 31, 2000, to $1,091,288 for the year ended March 31, 2001.  However,
this  continued  growth  is  conditioned  on the Company signing more employers,
insurers  and  others  for  its  provider  networks  and  obtaining  a  greater
participation  by  consumers  who  are covered by such payors.  The Company will
dedicate  a  significant  portion  of  its  future  funding  to  the  continuing
development  and  marketing  of  this product.  At the present time, the Company
does  not  have  any  significant  credit  facilities  available  with financial
institutions  or  other third parties and until it can generate significant cash
flow from operations, it will be dependent upon external sources of financing or
loans  from  its  officers,  directors  and  shareholders.

NEW  ACCOUNTING  PRONOUNCEMENTS

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


                                       14
<PAGE>
     In  June  2001,  the  FASB  also  approved  for  issuance  SFAS  143 "Asset
Retirement  Obligations."  SFAS  143  establishes  accounting  requirements  for
retirement  obligations  associated with intangible long-lived assets, including
1)  the  timing  of  the  liability  recognition,  2) initial measurement of the
liability,  3)  allocation  of  asset  retirement cost to expense, 4) subsequent
measurement  of  the liability and 5) financial statement disclosures.  SFAS 143
requires that an asset retirement cost should be capitalized as part of the cost
of  the related long-lived asset and subsequently allocated to expense using the
systematic  and rational method.  The Company will adopt the statement effective
no later than January 1, 2003, as required.  The transition adjustment resulting
from  the  adoption  of  SFAS  143  will be reported as a cumulative effect of a
change  in  accounting  principle.  At  this time, the Company cannot reasonably
estimate the effect of the adoption of this statement on its financial position,
results  of  operations  or  cash  flows.

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


                                       15
<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 September 30, 2001,
that  were  not  registered  under  the  Securities  Act.

     From  July  31,  2001  to  September 30, 2001, under the terms of a written
contract  executed  by  the  Company, the Company issued 20,733 shares of common
stock  to  Mike  Catala  in consideration of marketing services valued at $8,697
pursuant  to  the  exemption  provided  by  Section  4(2) of the Securities Act.

     From  July  31,  2001  to  September 30, 2001, under the terms of a written
contract  executed  by  the  Company, the Company issued 20,733 shares of common
stock to Johnny Fontenot in consideration of marketing services valued at $8,697
pursuant  to  the  exemption  provided  by  Section  4(2) of the Securities Act.

     On  September  21, 2001, pursuant to the exemption provided by Section 4(2)
of  the Securities Act, the Company issued and sold 4,706 shares of common stock
to  Ilse  Scarborough  in  consideration  for  $2,000.

     On  September  30, 2001, pursuant to the exemption provided by Section 4(2)
of  the Securities Act, the Company issued to Eric H. Kolstad, a director of the
Company,  35,483  shares of common stock in consideration of consulting services
valued  at  $16,322.

     On  September  30, 2001, pursuant to the exemption provided by Section 4(2)
of  the  Securities Act, the Company issued to Capstone Investments 3,942 shares
of  common  stock  in  consideration  of  consulting  services valued at $1,813.

     Except  as  otherwise indicated, the Company believes that the transactions
described  above were exempt from registration under the Securities Act pursuant
to  Section  4(2)  thereof  as  transactions  not  involving any public offering
because  such  securities were sold to a limited group of persons, each of which
was  believed  to  have been an accredited investor, a sophisticated investor or
had  a  pre-existing  business  or personal relationship with the Company or its
management  and  was  purchasing  for  investment  without  a  view  to  further
distribution.   The  Company  took  steps  to  ensure  that  the  purchaser  was
acquiring  securities  for  purposes  of  investment  and  not  with  a  view to
distribution,  including  execution  of  agreements  concerning such purchaser's
investment  intent.  Except  as  otherwise indicated, 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.  Restrictive legends were placed
on  stock  certificates  evidencing the shares and/or agreements relating to the
right  to  purchase  such  shares.

Item  3.     Defaults  Upon  Senior  Securities  -  None


                                       16
<PAGE>
Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders

     At  the  annual meeting of shareholders on September 5, 2001, the following
proposals  were  voted  upon:

     Concerning  Election  of  Directors

     Nominees           Votes Cast For  Votes Cast Against  Abstentions
     -----------------  --------------  ------------------  -----------
     John K. Baldwin         9,136,648                   0            0
     Larry K. Hinson         9,136,648                   0            0
     Robert D. Johnson       9,136,648                   0            0
     Eric H. Kolstad         9,136,648                   0            0
     Harry M. Neer           9,136,648                   0            0


     Concerning  Ratification  of  Independent  Auditors

                        Votes Cast For  Votes Cast Against  Abstentions
                        --------------  ------------------  -----------
     Hein + Associates       9,136,648                   0            0

     Concerning  Approval  of  the  2000  Long-Term  Incentive  Plan

                      Votes Cast For  Votes Cast Against  Abstentions
                      --------------  ------------------  -----------
     2000 Long-Term   9,136,648                        0            0
      Incentive Plan

See also pages 1 through 3 and pages 5 through 8 of the registrant's information
statement  dated  August  8,  2001.

Item  5.     Other  Information  -  None


                                       17
<PAGE>
Item  6.     Exhibits  and  Reports  on  Form  8-K

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

<TABLE>
<CAPTION>
Exhibit No.  Description
-----------  ----------------------------------------------------------------------------------------
<C>          <S>
2.1          Agreement and Plan of Reorganization (incorporated by reference to Exhibit 2.1 to
             Registrant's Current Report on Form 8-K, dated January 5, 1998)
3.1          Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 to
             Registrant's Registration Statement on Form 10-SB, dated July 26, 1994, SEC File No. 0-
             2351)
3.2          Amendment to Certificate of Incorporation of Registrant (incorporated by reference to
             Exhibit 3.1 to Registrant's Current Report on Form 8-K/A, dated December 17, 1997)
3.3          Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to Registrant's
             Registration Statement on Form 10-SB, dated July 26, 1994, SEC File No. 0-23514)
4.1          Specimen of Registrant's Common Stock Certificate (incorporated by reference to
             Exhibit 4 to Registrant's Annual Report on Form 10-KSB/A, dated June 29, 2000)
4.2          Three-year 10% Convertible Subordinated Unsecured Notes (incorporated by reference
             to Exhibit 4.2 to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.1         Employment Agreement with William W. Wollenberg (incorporated by reference to
             Exhibit 10.1 to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.2         Employment Agreement with Carl A. Chase (incorporated by reference to Exhibit 10.2 to
             Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.3         Employment Agreement with Harry M. Neer (incorporated by reference to Exhibit 10.1
             to Registrant's Quarterly Report on Form 10-QSB/A, dated February 14, 2001)
10.4         Employment Agreement with Larry K. Hinson (incorporated by reference to Exhibit 10.2
             to Registrant's Quarterly Report on Form 10-QSB/A, dated February 14, 2001)
10.5         Consulting Agreement with John K. Baldwin (incorporated by reference to Exhibit 10.5
             to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.6         Engagement Agreement with John K. Baldwin (incorporated by reference to Exhibit 10.6
             to Registrant's Annual Report on Form 10-KSB, dated June 28, 2001)
10.7         Lease Agreement at 50 Briar Hollow Lane, Suite 515W Houston, Texas 77027
             (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-
             KSB/A, dated June 29, 2000)
10.8         2000 Long-term Incentive Plan (incorporated by reference to Exhibit 4.5 to Registrant's
             Form S-8, dated April 24, 2001, SEC File No. 333-59476)
10.9         Amended Engagement Agreement with John K. Baldwin (incorporated by reference to
             Exhibit 10.9 to Registrant's Quarterly Report on Form 10-QSB, dated August 14, 2001)
</TABLE>

     (b)     Reports  on Form 8-K. - The Registrant has not filed any reports on
Form  8-K  during  the  quarter  covered  by  this  Form  10-QSB.


                                       18
<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  14,  2001           /s/  Larry  K.  Hinson
                              --------------------------------------------------
                              Larry  K.  Hinson
                              Chief  Financial  and Principle Accounting Officer
                              (Duly  authorized  officer)


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