LONGPORT INC
10QSB, 1999-11-09
MANAGEMENT SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB

           [X] Quarterly report pursuant to section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 1999

          [ ] Transition report pursuant to section 13 or 15(d) of the
                        Securities Exchange Act of 1934

            For the transition period from___________ to___________.

                          Commission file No. 33-75236

                                 LONGPORT, INC.
        (Exact name of small business issuer as specified in its charter)

          Delaware                                          23-2715528
          --------                                          ----------
(State or other jurisdiction of                  IRS Employer Identification No.
Incorporation or organization)

                   791 South Chester Rd. Swarthmore, Pa. 19081

                    (Address of principal executive offices)


                                  610-328-5006

                           (Issuers telephone number)

Check  whether the issuer (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 September 30, 1999, 18,120,449 shares of common stock were outstanding.

<PAGE>


                                 LONGPORT, INC.
                                  FORM 10-QSB


                                      INDEX

Part I.  Financial Information

    Item 1.  Financial Statements

             Consolidated Condensed Balance Sheet
             as of September 30, 1999                                     1-2

             Consolidated Condensed Statements of
             Operations for the three months and nine months
             ended September 30, 1999 and 1998                            3-4

             Consolidated Condensed Statements of Cash
             Flows for the nine months ended September 30, 1999
             and 1998                                                     5-6

             Notes to Consolidated Condensed Financial Statements         7

    Item 2.  Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations                                    8-12

Part II. Other Information and Signatures                                 13-14

<PAGE>


LONGPORT, INC. AND SUBSIDIARY                                  SEPTEMBER 30,1999
CONSOLIDATED CONDENSED BALANCE SHEET                              (UNAUDITED)
- --------------------------------------------------------------------------------

                                     ASSETS
CURRENT ASSETS:
     CASH                                                          $2,250,406
     ACCOUNTS RECEIVABLE:
       TRADE, NET OF ALLOWANCE FOR DOUBTFUL
          ACCOUNTS OF $3,600                                          294,024
       INTEREST AND OTHER                                             100,500
     PREPAID EXPENSES                                                  44,013
     INVENTORIES                                                       31,796
     NOTE RECEIVABLE                                                    3,750
                                                                   ----------

          TOTAL CURRENT ASSETS                                      2,724,489
                                                                   ----------


PROPERTY AND EQUIPMENT, AT COST:
     MEDICAL EQUIPMENT                                                386,139
     COMPUTER EQUIPMENT                                                10,305
     OFFICE FURNITURE AND EQUIPMENT                                     7,901
                                                                   ----------
                                                                      404,345
     LESS ACCUMULATED DEPRECIATION                                    (78,079)
                                                                   ----------

          NET PROPERTY AND EQUIPMENT                                  326,266
                                                                   ----------


OTHER ASSETS:
     ACCOUNTS RECEIVABLE                                              584,375
     INTANGIBLE ASSETS, NET OF ACCUMULATED
       AMORTIZATION OF $43,333                                         95,867
     DEPOSIT                                                            1,175
                                                                   ----------

          TOTAL OTHER ASSETS                                          681,417
                                                                   ----------
          TOTAL ASSETS                                             $3,732,172
                                                                   ==========


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        1
<PAGE>


LONGPORT, INC. AND SUBSIDIARY                                  SEPTEMBER 30,1999
CONSOLIDATED CONDENSED BALANCE SHEET                              (UNAUDITED)
- --------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     ACCOUNTS PAYABLE                                              $   23,744
     ACCRUED PAYROLL TAXES                                                446
                                                                   ----------
          TOTAL CURRENT LIABILITIES                                    24,190
                                                                   ----------

COMMITMENTS AND CONTINGENCIES                                            --

STOCKHOLDERS' EQUITY:
     PREFERRED STOCK: $.001 PAR VALUE
      1,000,000 SHARES AUTHORIZED, NONE ISSUED
      OR OUTSTANDING                                                     --
     COMMON STOCK: $.001 PAR VALUE
       25,000,000 SHARES AUTHORIZED,
       18,120,449 SHARES ISSUED AND OUTSTANDING                        18,120
     PAID IN CAPITAL                                                7,378,473
     ACCUMULATED DEFICIT                                           (3,666,256)
                                                                   ----------
                                                                    3,730,337
     LESS TREASURY STOCK, AT COST (35,500 COMMON SHARES)              (22,355)
                                                                   ----------

          TOTAL STOCKHOLDERS' EQUITY                                3,707,982
                                                                   ----------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $3,732,172
                                                                   ==========


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        2

<PAGE>

                                                        FOR THE THREE MONTHS
                                                         ENDED SEPTEMBER 30,
LONGPORT, INC. AND SUBSIDIARY                        ---------------------------
CONSOLIDATED CONDENSED STATEMENTS OF                    1999            1998
OPERATIONS                                           (UNAUDITED)     (UNAUDITED)
- --------------------------------------------------------------------------------

NET REVENUES:
    MEDICAL SUPPLY SALES                             $       400     $     2,621
    MEDICAL EQUIPMENT RENTALS                              3,200           4,325
    MANAGEMENT FEES                                       48,000          21,472
    LICENSE FEES                                          59,000          33,214
    TERRITORIAL LICENSE FEES                                --            75,500
    SCANNER ENHANCEMENT REVENUE                           90,000            --
    LICENSE PURCHASE OPTION                               90,000            --
                                                     -----------     -----------
          TOTAL REVENUES                                 290,600         137,132
                                                     -----------     -----------

OPERATING EXPENSES:
     COST OF MEDICAL SUPPLY SALES                          1,000            --
     COST OF MEDICAL EQUIPMENT RENTALS                     1,400           3,223
     GENERAL AND ADMINISTRATIVE                          205,441         105,009
     RESEARCH AND DEVELOPMENT EXPENSE                     41,968            --
                                                     -----------     -----------
          TOTAL OPERATING EXPENSES                       249,809         108,232
                                                     -----------     -----------

          OPERATING INCOME                                40,791          28,900
                                                     -----------     -----------

OTHER INCOME:
     INTEREST INCOME                                      13,292            --
                                                     -----------     -----------
          TOTAL OTHER INCOME                              13,292            --
                                                     -----------     -----------

INCOME BEFORE PROVISION FOR
     INCOME TAXES                                         54,083          28,900

PROVISION FOR INCOME TAXES                                  --              --
                                                     -----------     -----------


NET INCOME                                           $    54,083     $    28,900
                                                     ===========     ===========


NET INCOME  PER COMMON SHARE:
     BASIC                                           $      0.00     $      0.00
     DILUTED                                         $      0.00     $      0.00


COMMON EQUIVALENT SHARES:
     BASIC                                            17,634,412      15,478,130
     DILUTED                                          18,795,556      15,478,130


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        3
<PAGE>

                                                       FOR THE NINE MONTHS
                                                       ENDED SEPTEMBER 30,
LONGPORT, INC. AND SUBSIDIARY                     -----------------------------
CONSOLIDATED CONDENSED STATEMENTS OF                  1999             1998
OPERATIONS                                         (UNAUDITED)      (UNAUDITED)
- --------------------------------------------------------------------------------

NET REVENUES:
     MEDICAL SUPPLY SALES                         $     10,322     $      7,844
     MEDICAL EQUIPMENT RENTALS                           6,400            7,525
     MANAGEMENT FEES                                   144,000           76,500
     LICENSE FEES                                      230,000          125,214
     TERRITORIAL LICENSE FEES                        1,100,000           75,500
     SCANNER ENHANCEMENT REVENUE                       120,000             --
     LICENSE PURCHASE OPTION                           120,000             --
                                                  ------------     ------------
          TOTAL REVENUES                             1,730,722          292,583
                                                  ------------     ------------

OPERATING EXPENSES:
     COST OF MEDICAL SUPPLY SALES                        6,833            3,403
     COST OF MEDICAL EQUIPMENT RENTALS                   2,400            5,024
     GENERAL AND ADMINISTRATIVE                        593,295          535,346
     RESEARCH AND DEVELOPMENT EXPENSE                   65,185             --
                                                  ------------     ------------
          TOTAL OPERATING EXPENSES                     667,713          543,773
                                                  ------------     ------------

          OPERATING INCOME (LOSS)                    1,063,009         (251,190)



OTHER INCOME:
     INTEREST INCOME                                    13,887             --
                                                  ------------     ------------
          TOTAL OTHER INCOME                            13,887             --
                                                  ------------     ------------

INCOME (LOSS) BEFORE PROVISION FOR
     INCOME TAXES                                    1,076,896         (251,190)

PROVISION FOR INCOME TAXES                                --               --
                                                  ------------     ------------


NET INCOME (LOSS)                                 $  1,076,896     ($   251,190)
                                                  ============     ============


NET INCOME (LOSS) PER COMMON SHARE:
     BASIC                                        $       0.06     ($      0.02)
     DILUTED                                      $       0.06     ($      0.02)


COMMON EQUIVALENT SHARES:
     BASIC                                          17,005,734       15,275,294
     DILUTED                                        17,851,907       15,275,294


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        4
<PAGE>

                                                          FOR THE NINE MONTHS
                                                           ENDED SEPTEMBER 30,
                                                       -------------------------
LONGPORT, INC. AND SUBSIDIARY                             1999           1998
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS        (UNAUDITED)   (UNAUDITED)
- --------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                                     $1,076,896    ($251,190)
  ADJUSTMENTS TO RECONCILE NET INCOME
     (LOSS) TO NET CASH PROVIDED (USED) BY
     OPERATING ACTIVITIES:
       DEPRECIATION AND AMORTIZATION                        21,225       18,000
       CHANGES IN ASSETS AND LIABILITIES:
       (INCREASE) IN ACCOUNTS RECEIVABLE                  (867,521)     (62,526)
       (INCREASE) DECREASE IN OTHER RECEIVABLES               (500)       1,200
       (INCREASE) DECREASE IN PREPAID EXPENSES             (14,062)      16,750
       (INCREASE) IN INVENTORIES                            (6,329)      (1,200)
       INCREASE (DECREASE) IN ACCOUNTS PAYABLE
          AND ACCRUED EXPENSES                             (12,202)      42,818
                                                        ----------    ---------

NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES           197,507     (236,148)
                                                        ----------    ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
     CAPITAL EXPENDITURES                                 (305,815)    (103,490)
     PAYMENTS RECEIVED ON NOTES RECEIVABLE                    --         11,250
     PAYMENT FOR EUROPEAN LICENSEE RIGHTS                  (87,952)        --
     PAYMENT FOR PATENTS AND COPYRIGHTS                     (1,248)        --
                                                        ----------    ---------
NET CASH (USED) BY INVESTING ACTIVITIES                   (395,015)     (92,240)
                                                        ----------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
     ISSUANCE OF COMMON STOCK                            2,508,500      343,500
     PURCHASE OF TREASURY STOCK                            (17,355)        --
     PAYMENT OF DIVIDENDS                                 (171,084)        --
                                                        ----------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                2,320,061      343,500
                                                        ----------    ---------


NET INCREASE IN CASH AND CASH EQUIVALENTS                2,122,553       15,112

CASH AND CASH EQUIVALENTS AT BEGINNING
     OF PERIOD                                             127,853       36,397
                                                        ----------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $2,250,406    $  51,509
                                                        ==========    =========


              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>

                                                           FOR THE NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                           -------------------------
LONGPORT, INC. AND SUBSIDIARY                                    1999        1998
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS              (UNAUDITED) (UNAUDITED)
- -----------------------------------------------------------------------------------
<S>                                                            <C>        <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       CASH PAID DURING THE PERIOD FOR:
          INTEREST                                             $   --     $   --
          INCOME TAXES                                             --         --

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
   AND FINANCING ACTIVITIES:
       COMMON STOCK ISSUED FOR MEDICAL EQUIPMENT               $   --     $ 62,500
       COMMON STOCK ISSUED FOR STOCK SUBSCRIPTION RECEIVABLE    100,000       --




              The accompanying notes are an integral part of these
                  consolidated condensed financial statements.

                                        6
</TABLE>
<PAGE>


                          LONGPORT, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  The  accompanying  financial  information  of the  Company  is  prepared  in
accordance  with the rules  prescribed for filing  condensed  interim  financial
statements  and,  accordingly,  does not  include  all  disclosures  that may be
necessary  for  complete  financial   statements  prepared  in  accordance  with
generally  accepted  accounting   principles.   The  disclosures  presented  are
sufficient,  in management's  opinion, to make the interim information presented
not misleading.  All adjustments,  consisting of normal  recurring  adjustments,
which are necessary so as to make the interim  information not misleading,  have
been made.  Results of operations  for the nine months ended  September 30, 1999
are not necessarily indicative of results of operations that may be expected for
the year  ending  December  31,  1999.  It is  recommended  that this  financial
information  be read with the  complete  financial  statements  included  in the
Company's  Form  10-KSB  dated  December  31,  1998  previously  filed  with the
Securities and Exchange Commission.


2. Basic  earnings per common share is  calculated by dividing net income (loss)
for the  period by the  weighted-average  number of  common  shares  outstanding
during the period.  Diluted  earnings  per share is  calculated  by dividing net
income  (loss) for the period by the weighted  average  number of common  shares
outstanding during the period, increased by the dilutive potential common shares
("dilutive  securities")  that were  outstanding  during  the  period.  Dilutive
securities include  outstanding stock options and warrants.  Dilutive securities
relating to stock  options and  warrants  are  included  in the  calculation  of
diluted earnings per share using the treasury stock method.

The schedule below summarizes the elements  included in the calculation of basic
and diluted net income (loss) per common share for the periods  ended  September
30, 1999 and 1998. For the period ended  September 30, 1998 options and warrants
to purchase  1,785,714  common  shares were excluded  from the  calculations  of
diluted net (loss) per share, as their effect would have been antidilutive.

<TABLE>
<CAPTION>

                                                      Three Months Ended            Nine Months Ended
                                                         September 30,                 September 30,
                                                  ---------------------------   ---------------------------
                                                      1999           1998           1999           1998
                                                  ------------   ------------   ------------   ------------
<S>                                               <C>            <C>            <C>            <C>
Net income (loss)                                 $     54,083   $     28,900   $  1,076,896   $   (251,190)
                                                  ============   ============   ============   ============

Weighted-average common shares outstanding:
   Weighted average common shares outstanding -
              Basic                                 17,634,412     15,478,130     17,005,734     15,275,294


    Dilutive securities                              1,161,144           --          846,173           --

                                                  ------------   ------------   ------------   ------------
   Weighted-average common shares outstanding -
              Diluted                               18,795,556     15,478,130     17,851,907     15,275,294
                                                  ============   ============   ============   ============


   Net income (loss) per common share:
        Basic                                     $       0.00   $       0.00   $        .06   $       (.02)
        Diluted                                   $       0.00   $       0.00   $        .06   $       (.02)



                                        7
</TABLE>
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of operations

                  The three months ended September 30, 1999 vs.
                   the three months ended September 30, 1998.

     Revenues for 1999 were  $290,600  compared to $137,132  for 1998.  Revenues
from medical supplies and equipment sales and rentals decreased $3,346. Revenues
generated from wound center  management fees increased  123.6%,  from $21,472 to
$48,000.  Licensing  and  marketing  fees  increased  $40,286,  from $108,714 to
$149,000.  This change reflects the shift in the Company's  business  philosophy
from reliance on sales and rentals.  The Company expects licensing and marketing
fees to increase  in the future.  Scanner  enhancement  revenue,  at $30,000 per
month,  is derived from a contract  with a customer,  wherein  revenue  payments
began in June, 1999.

     The Company's  operations  have undergone a significant  transformation  as
management  has  become  totally  focused  on the  development  of  the  Scanner
technology.  Total expenses increased to $249,809 in 1999 from $108,232 in 1998.
The  Company  has  begun  production  of the  Longport  Digital  Scanner,  since
obtaining  510K  marketing  clearance from the FDA to market the scanner on June
23, 1999. Research and development,  and administrative  expenses have increased
as a result of the activity required in the production of the scanners. Research
and  development  expenditures  of $41,968 were  incurred,  versus none in 1998.
Administrative  salaries  increased to $48,000,  from $21,000.  Consulting  fees
increased  to  $32,612,  from  $19,250.  Travel and  outside  services  expenses
increased to $42,097 from $28,494. All other  administrative  expenses increased
$45,644.


     The  Company's  stability  and  focus  can be  seen  in the  comparison  of
Stockholders' Equity. There has been an increase of over $3,477,300 from 1998 to
1999.




                                        8
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of operations

                  The nine months ended September 30, 1999 vs.
                    the nine months ended September 30, 1998

     Comparison  of  the  Company's   operations  for  the   nine-month   period
essentially  follows that of the three-month period comparison  described above.
The Company has increased  revenues over 491% for the nine-month period in 1999,
as compared to 1998, to $1,730,722,  from $292,583.  However, $1,100,000 of that
increase was the result of the sale of territorial licenses. The Company expects
that there will be additional sales of territorial licenses,  but cannot predict
the revenue to be derived  from such sales.  Expenses  for the nine months ended
September 30, 1999 have  increased by $123,940.  The Company's  operations  have
undergone a significant transformation, as management has become totally focused
on the development of the Scanner  technology.  The Company has begun production
of the Longport Digital Scanner,  since obtaining 510K marketing  clearance from
the FDA to  market  the  scanner  on June 23,  1999.  Research  and  development
expenses  of  $65,185  have  been  incurred,  versus  none for  1998.  All other
administrative expenses increased $58,755.















                                        9
<PAGE>


Strategy to Achieve Profitable Operations

     Management expects the revenues for 1999 to continue to grow over and above
those  for 1998,  directly  as a result of the  licensing  relationships  it now
promotes.  This will likely  correspond with increasing  expenses related to the
development of the Scanner.  The Company  received FDA Medical Device  marketing
clearance on June 23, 1999. The Company  anticipates  obtaining future licensing
and consulting  service clients,  which should lead to additional  revenues from
the rental and sales of equipment  to those  clients.  The Company  continues to
negotiate  with  other  healthcare  providers  to provide  consulting  services.
Management continues negotiating for business relationships for the marketing of
the Scanner technology.

     The Company's revenues currently permit it to meet its regular obligations,
including  salaries.  Cash on hand  and in  banks  at  September  30,  1999  was
$2,250,406.  The Company seeks outside sources for additional  capital as needed
to fund research  projects or  significant  portions of the Scanner  development
projects.  Otherwise, the Company utilizes the cash remaining on a monthly basis
to support  ongoing  research and marketing  activities.  Management  intends to
negotiate future  relationships  that will not damage the Company's current cash
flow, or incur  significant  expenses.  See Liquidity and Capital  Resources and
Part II, Legal Proceedings.

     Overall,  the Company  anticipates  growth in revenues in 1999.  Management
looks to create new relationships that will increase revenues, while controlling
the  Company's   expenses  and  debt.  The  Company  continues  to  explore  the
possibility of additional equity financing to provide  additional  capital,  for
the development of the Scanner technology and the expansion of the business, but
can make no assurances that financing can be obtained.

Liquidity and Capital Resources

     The Company's current assets  significantly exceed its current liabilities.
Management does not expect to incur significant  liabilities in the near future.
As for the stockholders'  equity, it has increased to $3,707,982 for 1999 versus
$230,647 for 1998.

     On June 7, 1999,  the Company  declared a one cent ($.01)  dividend on it's
common stock. The dividend was paid on July 31st, 1999 to shareholders of record
as of June 30th, 1999.

     On August 12,  1999,  the Company  announced  that the Board of  Directors,
having determined that the Company's common stock was significantly undervalued,
in the  Board's  opinion,  authorized  the Company to  repurchase  up to 100,000
shares of it's common stock in open market  transactions  from time to time over
the next six months. During September,  1999, the Company purchased 5,500 shares
of it's common stock, at an average price of $3.16 per share.

     As of September 30, 1999,  the Company's  working  capital was  $2,700,299.
Management anticipates that it will have to sell additional shares of restricted
Common Stock to fund any  expansions of the business and the  development of the
Scanner  technology.  Management  does  not  expect  to  incur  any  significant
short-term or long-term debt within the next twelve months.


                                       10
<PAGE>


     The  Company   anticipates  growth  from  additional  license   agreements,
management  fees,  and sales and rentals of equipment  during 1999.  New license
agreements  and Wound  Healing  Center  contracts  will  essentially  mirror the
agreements  the Company now has in place.  The Company  intends to continue  its
practice of acting as a management  consultant  to healthcare  providers,  for a
fixed monthly fee.

     In September 1997, the Company was notified of a Medicare Hearing Officer's
decision  that  the  Company  is  liable  for  repayment  of  Medicare   Benefit
overpayments of $269,120.  The alleged Overpayments are from calendar years 1994
and  1995.  The  Company  appealed  the  Hearing  Officer's  decision,   and  an
Administrative Law Judge heard the Appeal on January 5, 1999. The Administrative
Law Judge reviewed fourteen cases out of approximately 500 cases in dispute. The
Administrative  Law Judge  rendered his decision on February 18, 1999  regarding
the fourteen cases as follows:

     A.   Five cases were dismissed.

     B.   Three cases were  decided as  partially  unfavorable  resulting  in an
          overpayment of $1,434 and two cases need to be recalculated.

     C.   Six cases were decided as  unfavorable  resulting in an overpayment of
          $6,420.

The other cases were not  reviewed and the Company does not know if they will be
reviewed by the  Administrative  Law Judge.  The Company has the right to appeal
the  Administrative  Law Judge's decision with the Appeals  Council.  The Appeal
must  be  written  and  filed  within  sixty  days.  The  Company  appealed  the
Administrative  Law Judge's  decision  in April  1999.  The Company is unable to
predict the outcome of the Appeal. However,  Management believes that there were
no Medicare Benefit Overpayments in 1994 and 1995 and will vigorously defend its
position.

Payment of any judgement or settlement in connection  with the Medicare  Benefit
Overpayments  Appeal  together  with the costs of  defending  the  Appeal  could
adversely affect the Company's results of operations and financial condition.


The Company raised capital  through the private sale of stock to current and new
shareholders  through September 30, 1999. Between July 1, 1999 and September 30,
1999, the Company sold 550,000 shares,  at an average price of $1.909 per share,
for total proceeds of $1,050,000.

To  date,  there  have  been no sales of the  Company's  convertible  redeemable
preferred  stock,  which  was made  available  through  a  confidential  Private
Placement Memorandum.

Computer Systems - The Year 2000 Issue

Many computers,  software  programs and other  equipment with embedded  computer
chips  (systems)  in use today  utilize two digits to specify the year,  such as
"98" for 1998 (the Y2K issue).  As a result of the Y2K issue,  such  systems may
recognize a date using "00" as the year 1900 rather than the year 2000.  In some
cases, the date "00" may cause system(s)  failure(s) or miscalculations  causing
disruptions of the Company's operations.

                                       11

<PAGE>


In early 1998 the Company began  formulating a comprehensive  plan to assess the
Company's Y2K issues.  The plan called for the  identification of those systems,
both  internal  and  external,  which are critical to the  Company's  ability to
continue  normal  operations,   the  assessment  of  any  required   remediation
(including any upgrading,  modification and replacement of computer hardware and
software  and  adequate  testing to ensure Y2K  compliance),  and the  resources
needed to bring those critical systems into Y2K compliance.

The internal  systems under  evaluation  included the  Company's  point-of-sale,
accounting,  data  processing,  telephone  and other  miscellaneous  information
technology systems, as well as alarm systems, printers, fax machines and modems.
The Company  believes  that it has  identified  the  internal  systems that were
susceptible  to failure  or  potential  processing  errors as a result of theY2K
issue. The Company  concentrated  its Y2K efforts on these systems.  The Company
believes that its Y2K  identification,  assessment and  remediation  efforts for
critical  internal systems are essentially  complete.  However,  testing for Y2K
compliance will be an on-going process.

The Company  believes  that its computer  hardware and related  peripherals  are
currently Y2K compliant based upon representations made by the providers of such
equipment.  The Company also believes that its accounting  and payroll  software
systems are Y2K compliant,  and testing to ensure such compliance is essentially
complete.

The Company is reviewing,  and has initiated written  communications  with other
third parties  providing goods or services,  such as financial  institutions and
utility  companies,  which may be critical to the Company's  operations  to; (i)
ascertain the extent to which the Company may be exposed to adverse  affects for
any  failure  by such third  parties to  remediate  their Y2K  issues;  and (ii)
resolve, to the extent practicable,  such problems.  However, the Company has no
control over and has only limited  ability to influence  such third  parties Y2K
compliance.  The failure of such third  parties to achieve Y2K  compliance  in a
timely  manner  and the  potential  inability  to  replace  such a  third  party
provider, could adversely impact the Company's operations.

The Company  estimates  that the total  identifiable  cost of its Y2K compliance
effort has not exceeded  $10,000.00.  As of September 30, 1999,  the Company had
incurred approximately $10,000.00 to upgrade its computer hardware and software.
The Company does not track  personnel  costs  associated with its Y2K compliance
effort. The Company has funded Y2K expenditures from internal sources.

Based on the progress  made to date and its  timetable  for further  progress in
attaining  Y2K  compliance,  the  Company  does  not  currently  anticipate  any
significant risks associated with its Y2K issues.  However,  management believes
that it is not possible to determine with absolute certainty that all Y2K issues
pertaining to the Company have or will be identified and corrected.  The Company
has  essentially  completed the Y2K assessment and a  comprehensive  contingency
plan.



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

     The  Statements  made under the  Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations,  and other statements within this
document, that are not based on historical facts, are forward looking statements
that  involve  risks and  uncertainties,  including  but not limited to,  market
acceptance risks, the effect of economic  conditions,  the impact of competition
and pricing, product development, commercialization and technology difficulties,
the results of  financing  efforts,  and other risks  detailed in the  Company's
Securities and Exchange Commission filings.

                                       12
<PAGE>


Part II

Other Information

Item 1. Legal Proceedings


     The Company  continues in its pursuit of recovery  for damages  against the
attorneys who brought the federal lawsuit against the Company on behalf of Supra
Medical  Corp.  There  have been no  significant  events to report  during  this
three-month period.

Item 2. Changes in Securities


     None.

Item 3. Defaults Upon Senior Securities


     None.

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


     None.

Item 5. Other Information


     None.

Item 6. Exhibits and Reports on Form 8-K


     a)  Exhibits    None.

     b)  Reports on Form 8-K   None.


                                       13
<PAGE>



                                    SIGNATURE

     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.


                               Longport, Inc.


Dated: November 9, 1999        /s/ James R. McGonigle
- -----------------------        ----------------------
                               James R. McGonigle
                               Chief Executive Officer/Chief Accounting Officer




                                       14


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM FORM 10-QSB
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                                                               <C>
<PERIOD-TYPE>                                                     9-MOS
<FISCAL-YEAR-END>                                              DEC-31-1999
<PERIOD-START>                                                 JAN-01-1999
<PERIOD-END>                                                   SEP-30-1999
<CASH>                                                           2,250,406
<SECURITIES>                                                             0
<RECEIVABLES>                                                      881,999
<ALLOWANCES>                                                         3,600
<INVENTORY>                                                         31,796
<CURRENT-ASSETS>                                                 2,724,489
<PP&E>                                                             404,345
<DEPRECIATION>                                                      78,079
<TOTAL-ASSETS>                                                   3,732,172
<CURRENT-LIABILITIES>                                               24,190
<BONDS>                                                                  0
                                                    0
                                                              0
<COMMON>                                                            18,120
<OTHER-SE>                                                       3,689,862
<TOTAL-LIABILITY-AND-EQUITY>                                     3,732,172
<SALES>                                                             10,322
<TOTAL-REVENUES>                                                 1,730,722
<CGS>                                                                6,833
<TOTAL-COSTS>                                                      667,713
<OTHER-EXPENSES>                                                         0
<LOSS-PROVISION>                                                         0
<INTEREST-EXPENSE>                                                       0
<INCOME-PRETAX>                                                  1,076,896
<INCOME-TAX>                                                             0
<INCOME-CONTINUING>                                                      0
<DISCONTINUED>                                                           0
<EXTRAORDINARY>                                                          0
<CHANGES>                                                                0
<NET-INCOME>                                                     1,076,896
<EPS-BASIC>                                                         0.06
<EPS-DILUTED>                                                         0.06


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