Under the Securities Exchange Act of 1934
(Amendment No.   )*

If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following box.   [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1. Security and Issuer

          This statement on Schedule 13D relates to the common stock (the "Issuer Common Stock"), of Rockport Healthcare Group, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 50 Briar Hollow Lane, Suite 515W, Houston, Texas 77027.

Item 2. Identity and Background.

(a)

Name:  The name of the person filing this statement is John K. Baldwin ("Baldwin").

(b)

Residence or business address:  The business address of Baldwin is 901 Highland Avenue Del Mar, California 92014.

(c)

Present Principal Occupation or Employment:  Baldwin's current principal occupation is as chairman of the board of the Issuer and Baldwin provides consulting and legal services to the Issuer.

(d)

Criminal Conviction:  During the past five years Baldwin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Court or Administrative Proceedings:  During the past five years Baldwin was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Item 3. Source and Amount of Funds or Other Consideration:

          In December 1997, pursuant to an Agreement and Plan of Reorganization the Issuer acquired all of the capitol stock of The Rockport Group of Texas, Inc., a Nevada Corporation ("Rockport-Texas"), for 2,940,928 shares of Issuer Common Stock, of which Baldwin received 980,309 shares of Issuer Common Stock. Since such time, Baldwin has made certain advances of operating capital to the Issuer, which have been converted into Issuer Common Stock and has otherwise purchased additional shares of Issuer Common Stock (or securities convertible into Issuer Common Stock) for cash.

Item 4. Purpose of Transaction

            The purpose of the cash acquisitions were to supply funds to the issuer.

         (a) At the present time Baldwin has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above.

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Item 5. Interest in Securities of the Issuer.

(a)

Baldwin is the beneficial owner of a total of 5,390,686 shares of Issuer Common Stock or 38.4%.

(b)

Baldwin has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all of the shares of Issuer Common Stock beneficially owned.

(c)

On June 18, 2001, Baldwin acquired from the issuer for $300,000 a note in the principal amount of $300,000 at an interest of 10% per annum, which is convertible into Issuer Common Stock at the rate of $.36 per share prior to June 17, 2004.

(d)

Not Applicable.

(e)

Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

          Not applicable.

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Item 7. Material to be Filed as Exhibits.

          Not applicable.

Signature

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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